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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, 2008ORo

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

26-2735737(State or other jurisdiction
    of
    incorporation or organization)

(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) 875-5622
  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-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





ASCENT
    MEDIA CORPORATION2008 ANNUAL REPORT ON
    FORM 10-K
  Table
    of Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


21Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


21PART IIItem 5.


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


22Item 6.


Selected Financial Data


24Item 7.


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


24Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 8.


Financial Statements and Supplementary Data


35Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


35Item 9A.


Controls and Procedures


35Item 9B.


Other Information


35PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


62Item 11.


Executive Compensation


62Item 12.


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


62Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


62Item 14.


Principal Accounting Fees and Services


62PART IVItem 15.


Exhibits and Financial Statement Schedules


62Signatures


65EX-10.30EX-10.31EX-10.32EX-23EX-24EX-31.1EX-31.2EX-31.3EX-32   2




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ITEM 1.
    DESCRIPTION
    OF OUR BUSINESS  (a)
    General
    Development of Business      and/or
  Recent
    Developments
      Form 10-K
  
    general economic and business conditions;
    industry trends including the timing of, and spending on,
    feature film, television and television commercial production;
    spending on domestic and foreign television advertising and
    spending on domestic and foreign first-run and existing content
    libraries; 3




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
    the regulatory and competitive environment of the industries in
    which we, and the entities in which we have interests, operate;
    continued consolidation of the broadband distribution and movie
    studio industries;
    uncertainties inherent in the development of new business lines
    and business strategies;
    integration of acquired operations;
    uncertainties associated with product and service development
    and market acceptance, including the development and provision
    of programming for new television and telecommunications
    technologies;
    changes in the distribution and viewing of television
    programming, including the expanded deployment of personal video
    recorders, video on demand and internet protocol-based
    television and their impact on television advertising revenue;
    rapid technological changes;
    future financial performance, including availability, terms and
    deployment of capital;
    fluctuations in foreign currency exchange rates;
    political unrest in international markets;
    the ability of suppliers and vendors to deliver products,
    equipment, software and services;
    the outcome of any pending or threatened litigation;
    availability of qualified personnel;
    the possibility of an industry-wide strike or other job action
    affecting a major entertainment industry union, or the duration
    of any existing strike or job action;
    changes in, or failure or inability to comply with, government
    regulations, including, without limitation, regulations of the
    Federal Communications Commission, or FCC, and adverse outcomes
    from regulatory proceedings;
    changes in the nature of key strategic relationships with
    partners and joint venturers;
    competitor responses to our products and services, and the
    products and services of the entities in which we have
    interests; and
    threatened terrorists attacks and ongoing military action in the
    Middle East and other parts of the world.    (b)
    Financial
    Information About Reportable Segments     4




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(c)
    Narrative
    Description of Business    and/or
      Content
    Services
      Assembly, formatting and master creation and
    duplication.
  Digital media management services.
 5




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Advertising distribution.
  Restoration, preservation and asset protection of existing
    and damaged content
  Transferring film to video or digital media
    masters. pay-per-view
  Professional duplication and standards
    conversion. pay-per-view
  DVD compression and authoring and menu
    design. video-on-demand
  Storage of elements and working
    masters. Digital media management services
 6




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Syndicated television distribution.
  Network origination and master control. pay-per-view multi-language
  Transport and connectivity. and/or
  Engineering and systems integration.
  Strategic consulting services.
   7




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Creative
    Services
    Company 3, Encore Hollywood, FilmCore, Level 3
    Post, Method, RIOT Santa Monica, RIOT Atlanta, Rushes Ascent 142
      Dailies.
  Digital intermediates.
  Color correction.
  Creative editorial.
  Visual effects.
 8




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Industry
  pay-per-view,
    Growing worldwide demand for original entertainment
    content.
  The development of new business opportunities for existing
    content libraries
  Continued proliferation of new distribution
    channels. video-on-demand, and/or
  Increased demand for innovation, technical and creative
    quality and format options
  Reality-based programming.
 9




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Content repurposing.
  Extended use of advertising spots.
  Demands of studios and independent production
    companies.
  Strategy
    
    financial characteristics, including free cash flow;
    growth potential;
    potential return on investment incorporating appropriate
    financial leverage, including the targets existing
    indebtedness and opportunities to restructure any existing
    target indebtedness; and
    potential synergies with AMG, including for example the
    potential of the acquired business to benefit from AMG
    technology relating to content preparation and distribution.      Provide a broad range of media services.
 10




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Grow digital media management business.
  Deploy an international media network.
  Invest in core business operations.
  Seek opportunities to offer new services within core
    competencies.
    Seasonality
    Regulatory
    Matters
   11




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Competition
    Employees
      (d)
    Financial
    Information About Geographic Areas    (e)
    Available
    Information  Form 10-Ks, Form 10-Qs Form 8-Ks,
   12




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(310) 434-7000.
    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 Business
  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.
    We
    have a limited operating history as a separate company upon
    which you can evaluate our performance.
    Our
    historical financial information may not be representative of
    our results as a separate company.
    The
    failure of any banking institution in which we deposit our funds
    or the failure of any such banking institutions to operate in
    the ordinary course could have a material adverse effect on our
    results of operations and financial position.
   13




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Disruptions
    in worldwide credit markets have increased the risk of default
    by the issuers of instruments in which we invest cash and other
    financial institutions.
    An
    inability to access capital markets at attractive rates could
    materially increase our expenses.
    We may
    not be successful in implementing our acquisition
    strategy.
    
    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
    cannot be certain that AMG will be successful in integrating any
    acquired businesses.
   14




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Our
    businesses are subject to risks of adverse government
    regulation.
    A loss
    of any of AMGs largest customers would reduce its
    revenue.
    AMGs
    business depends on certain client industries.
  video-on-demand
  Because
    AMG uses third-party satellite and terrestrial connectivity
    services to provide certain of its creative and content
    services, a material disruption to such connectivity services
    could have a negative impact on AMGs
    operations.
   15




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A
    significant labor dispute in AMGs client industries could
    have a material adverse effect on its business.
    2007-2008
  and/or and/or
  Changes
    in technology may limit the competitiveness of and demand for
    AMGs services.
    While
    AMG believes that its business methods and technical processes
    do not infringe upon the proprietary rights of any third
    parties, there can be no assurances that third parties will not
    assert infringement claims against AMG.
   16




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Loss
    of key personnel could negatively impact AMGs
    business.
    Risk
    of loss from earthquakes or other catastrophic events could
    disrupt AMGs business.
    Failure
    to obtain renewal of FCC licenses could disrupt AMGs
    business.
    AMG
    operates in an increasingly competitive market, and there is a
    risk that it may not be able to compete effectively with other
    providers in the future.
   17




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We may
    have substantial indemnification obligations under certain
    inter-company agreements we entered into in connection with the
    spin-off.
    We
    cannot predict or quantify the impact weakening economic
    conditions in the United States and abroad may have on the media
    and entertainment industries or the demand for our
    services.
    Piracy
    of elements may harm our business.
   18




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Factors
    Relating to our Common Stock and the Securities Market
  We
    cannot be certain that an active trading market will be
    sustained, and 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.  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.
  Form 10-K
  It may
    be difficult for a third party to acquire us, even if doing so
    may be beneficial to our shareholders.
    
    authorizing 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 as otherwise 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;
    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; 19




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
    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 by, for example, 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.    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.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   20




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ITEM 2.
    PROPERTIES              ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   21




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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


Low2008Third quarter

$
33.81



24.41Fourth quarter

$
26.31



17.00   Holders
    Dividends
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
   22




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Stock
    Performance Graph
        
  9/18/08


12/31/08ASCMA Series A

$
100.00


$
80.37S&P Media Index

$
100.00


$
71.29NASDAQ Stock Market Index

$
100.00


$
71.71  23




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ITEM 6.
    SELECTED
    FINANCIAL DATA      December 31,2008


2007


2006


2005


2004Amounts in thousandsSummary Balance Sheet Data:Current assets

$
490,618



363,076



316,504



385,868



187,811Goodwill

$




95,069



260,036



351,101



353,028Total assets

$
745,304



830,986



952,919



996,627



805,435Current liabilities

$
91,202



119,600



114,229



84,783



107,437Stockholders equity

$
625,310



686,896



814,696



890,029



677,560   Years Ended December 31,2008


2007


2006


2005


2004Amounts in thousands, except per share amountsSummary Statement of Operations Data:Net revenue

$
600,613



589,395



571,123



589,024



528,608Operating income (loss)(a)

$
(116,393
)


(170,547
)


(112,453
)


3,416



11,823Net earnings (loss) from continuing operations(a)

$
(111,181
)


(147,557
)


(87,864
)


6,297



10,644Net earnings (loss)(a)

$
(64,619
)


(132,331
)


(83,007
)


8,970



15,147Basic and diluted earnings (loss) per common share(b)

$
(4.60
)


(9.41
)


(5.90
)


0.64



1.08     (a)
    
    Includes impairment of goodwill of $95,069,000, $165,347,000 and
    $93,402,000 for the years ended December 31, 2008, 2007 and
    2006, respectively.(b)
    
    Basic and diluted net earnings (loss) per common share is based
    on (1) 14,061,618 shares, which is the number of
    shares issued in the spin off, for all periods prior to the spin
    off and (2) the actual number of weighted average
    outstanding shares for all periods subsequent to the spin off.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
   24




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Ascent
    Media Spin-Off
      
    Costs associated with complying with the federal securities
    laws, including compliance with the Sarbanes-Oxley Act of 2002;
    Increased professional fees for annual and quarterly public
    reporting requirements, tax consulting and legal counseling;
    Fees paid to our board of directors; and
    Fees associated with public company requirements, such as
    listing our Series A common stock on the NASDAQ Global
    Market, filing and printing our reporting requirements,
    stockholder related expenses and investor relations related
    expenses.    Ascent
    Media Group
  and/or
  2007-2008
   25




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and/or and/or
    Adjusted
    OIBDA
    Results
    of Operations
     26




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Years Ended December 31,2008


2007


2006Amounts in thousandsConsolidated Results of OperationsNet revenue

$
600,613



589,395



571,123Loss from continuing operations before income tax

$
(108,810
)


(161,294
)


(102,638
)Net loss

$
(64,619
)


(132,331
)


(83,007
)Segment Results of OperationsRevenueContent Services group

$
430,648



404,043



386,984Creative Services group

$
169,965



185,352



184,139Adjusted OIBDAContent Services group

$
47,169



45,560



39,066Creative Services group

$
22,480



35,529



40,830Total segment adjusted OIBDA(a)

$
69,649



81,089



79,896Adjusted OIBDA as a Percentage of RevenueContent Services group


11.0
%


11.3
%


10.1
%Creative Services group


13.2
%


19.2
%


22.2
%     (a)
    
    See reconciliation to loss from continuing operations before
    income taxes below.  Revenue.
   27




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Cost of Services.
      Selling, General and Administrative.
  Years Ended December 31,2008


2007


2006Amounts in thousandsSG&A(a)

$
117,112



113,864



126,194Stock-based and long-term incentive compensation


3,531



262



934Accretion expense on asset retirement obligations


296



296



673Total SG&A

$
120,939



114,422



127,801     (a)
    
    SG&A includes corporate SG&A of $27,617,000,
    $22,565,000 and $26,420,000 for the years ended
    December 31, 2008, 2007 and 2006, respectively, which are
    not included in total segment adjusted OIBDA.   28




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Stock-based and Long-term Incentive
    Compensation.
  Restructuring Charges.
   29




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Opening








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousandsSeverance

$




8,645



(2,694
)


5,951Excess facility costs


3,828



2,187



(2,251
)


3,764December 31, 2006

$
3,828



10,832



(4,945
)


9,715Severance


5,951



761



(5,355
)


1,357Excess facility costs


3,764







(2,142
)


1,622December 31, 2007

$
9,715



761



(7,497
)


2,979Severance


1,357



5,183



(4,014
)


2,526
(b)Excess facility costs


1,622



3,618



(1,946
)


3,294
(c)December 31, 2008

$
2,979



8,801



(5,960
)


5,820     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2009.(c)
    
    Substantially all of this amount is expected to be paid by 2012.  Gain on Sale of Operating Assets, net.
  Depreciation and Amortization.
  Impairment of Goodwill.
     30




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Loss from Continuing Operations Before Income
    Taxes.
  Income Taxes from Continuing Operations.
  Earnings from Discontinued Operations, Net of Income
    Taxes.
  Net Loss.
  Adjusted OIBDA.
  Year Ended December 31,2008


2007


2006Amounts in thousandsTotal segment adjusted OIBDA

$
69,649



81,089



79,896Corporate selling, general and administrative expenses


(27,617
)


(22,565
)


(26,420
)Stock-based and long-term incentive compensation


(3,531
)


(262
)


(934
)Accretion expense on asset retirement obligations


(296
)


(296
)


(673
)Restructuring and other charges


(8,801
)


(761
)


(10,832
)Depreciation and amortization


(59,766
)


(62,868
)


(62,095
)Gain on sale of operating assets, net


9,038



463



2,007Impairment of goodwill


(95,069
)


(165,347
)


(93,402
)Other income, net


7,583



9,253



9,815Loss from continuing operations before income taxes

$
(108,810
)


(161,294
)


(102,638
)    31




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Discontinued
    Operations
  AccentHealth
    Palm
    Bay
   32




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Visiontext
    Liquidity
    and Capital Resources
              Off-Balance
    Sheet Arrangements and Contractual Obligations
    Payments Due by PeriodLess than








After 51 Year


1-3 Years


3-5 Years


Years


TotalAmounts in thousandsOperating leases

$
25,063



44,367



26,768



47,577



143,775Capital lease


2,392



4,769



2,867







10,028Other


301







4,226



91



4,618Total contractual obligations

$
27,756



49,136



33,861



47,668



158,421  33




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Recent
    Accounting Pronouncements
  Business
    Combinations
  Critical
    Accounting Policies and Estimates
  Valuation of Long-lived Assets and Amortizable Other
    Intangible Assets. Accounting for Impairment or
    Disposal of Long-Lived Assets
  Valuation of Goodwill and
    Non-amortizable
    Other Intangible Assets.
  Valuation of Trade Receivables.
  Valuation of Deferred Tax Assets. Accounting for
    Income Taxes
 34




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ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Foreign
    Currency Risk
    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,
      ITEM 9B.
    OTHER
    INFORMATION   35




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Report of
    Independent Registered Public Accounting Firm           KPMG
    LLP
     36




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ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Balance Sheets
 December 31,
    2008 and 2007
  2008


2007Amounts in thousandsASSETSCurrent assets:Cash and cash equivalents

$
341,517



201,633Trade receivables, net


114,154



122,079Prepaid expenses


12,223



13,084Deferred income tax assets, net (note 10)


10,826



10,750Assets of discontinued operations






13,232Income taxes receivable


9,122



Other current assets


2,776



2,298Total current assets


490,618



363,076Investments in marketable securities






23,545Property and equipment, net (note 5)


223,928



259,026Goodwill (note 6)






95,069Deferred income tax assets, net (note 10)


22,545



29,233Assets of discontinued operations






50,038Other assets, net


8,213



10,999Total assets

$
745,304



830,986LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
22,633



24,768Accrued payroll and related liabilities


22,258



23,614Other accrued liabilities


31,172



32,683Deferred revenue


15,139



22,992Income taxes payable






12,764Liabilities of discontinued operations






2,779Total current liabilities


91,202



119,600Other liabilities


28,792



24,490Total liabilities


119,994



144,090Commitments and contingencies (notes 13 and 14)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
    13,409,776 shares at December 31, 2008


134



Series B common stock, $.01 par value. Authorized
    5,000,000 shares; issued and outstanding
    659,732 shares at December 31, 2008


7



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






Additional paid-in capital


1,459,078Parents investment






1,437,520Accumulated deficit


(825,956
)


(761,337
)Accumulated other comprehensive earnings (loss)


(7,953
)


10,713Total stockholders equity


625,310



686,896Total liabilities and stockholders equity

$
745,304



830,986    37




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Operations and Comprehensive Loss
 Years
    ended December 31, 2008, 2007 and 2006
  2008


2007


2006Amounts in thousands, exceptper share amountsNet revenue

$
600,613



589,395



571,123Operating expenses:Cost of services


441,469



417,007



391,453Selling, general, and administrative, including stock-based and
    long-term
    compensation (note 11)


120,939



114,422



127,801Restructuring and other charges (note 7)


8,801



761



10,832Gain on sale of operating assets, net


(9,038
)


(463
)


(2,007
)Depreciation and amortization


59,766



62,868



62,095Impairment of goodwill (note 6)


95,069



165,347



93,402717,006



759,942



683,576Operating loss


(116,393
)


(170,547
)


(112,453
)Other income:Interest income


6,579



11,066



10,175Other income (expense), net


1,004



(1,813
)


(360
)7,583



9,253



9,815Loss from continuing operations before income taxes


(108,810
)


(161,294
)


(102,638
)Income tax benefit (expense) from continuing operations
    (note 10)


(2,371
)


13,737



14,774Net loss from continuing operations


(111,181
)


(147,557
)


(87,864
)Discontinued operations:Earnings from discontinued operations


77,236



10,530



7,563Income tax benefit (expense) from discontinued operations


(30,674
)


4,696



(2,706
)Earnings from discontinued operations, net of income taxes


46,562



15,226



4,857Net loss

$
(64,619
)


(132,331
)


(83,007
)Other comprehensive earnings (loss), net of taxes (note 12):Foreign currency translation adjustments


(18,603
)


2,337



13,448Pension liability adjustment


(63
)


(255
)


Other comprehensive earnings (loss)


(18,666
)


2,082



13,448Comprehensive loss

$
(83,285
)


(130,249
)


(69,559
)Basic and Diluted earnings (loss) per share (note 3)Continuing operations

$
(7.91
)


(10.49
)


(6.25
)Discontinued operations


3.31



1.08



0.35Net loss

$
(4.60
)


(9.41
)


(5.90
)    38




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
 Years
    ended December 31, 2008, 2007 and 2006
  2008


2007


2006Amounts in thousands(See note 4)Cash flows from operating activities:Net loss

$
(64,619
)


(132,331
)


(83,007
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Earnings from discontinued operations, net of income tax


(46,562
)


(15,226
)


(4,857
)Depreciation and amortization


59,766



62,868



62,095Stock-based compensation


293







934Gain on sale of assets, net


(9,038
)


(463
)


(2,007
)Impairment of goodwill


95,069



165,347



93,402Deferred income tax expense (benefit)


6,059



(20,466
)


(19,805
)Other non-cash credits, net


(4,112
)


(965
)


860Changes in assets and liabilities, net of acquisitions:Trade receivables


8,479



5,371



(8,611
)Prepaid expenses and other current assets


1,224



(7,310
)


2,268Payables and other liabilities


(21,248
)


(275
)


26,380Operating activities from discontinued operations, net


(4,270
)


4,626



12,648Net cash provided by operating activities


21,041



61,176



80,300Cash flows from investing activities:Capital expenditures


(39,072
)


(42,898
)


(71,896
)Cash paid for acquisition, net of cash acquired


(3,859
)






Net sales (purchases) of marketable securities


23,545



28,292



(51,837
)Cash proceeds from the sale of discontinued operations


127,831







Cash proceeds from the sale of operating assets


18,433



1,276



5,601Other investing activities, net


(93
)


(23
)


(90
)Investing activities from discontinued operations, net


(5,455
)


(2,198
)


(50,161
)Net cash provided by (used in) investing activities


121,330



(15,551
)


(168,383
)Cash flows from financing activities:Net cash transfers from (to) parent


(1,735
)


2,194



(7,182
)Payment of capital lease obligation


(752
)


(641
)


(7
)Net cash provided by (used in) financing activities


(2,487
)


1,553



(7,189
)Net increase (decrease) in cash and cash equivalents


139,884



47,178



(95,272
)Cash and cash equivalents at beginning of year


201,633



154,455



249,727Cash and cash equivalents at end of year

$
341,517



201,633



154,455    39




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Consolidated
    Statements of Stockholders Equity
 Years
    ended December 31, 2008, 2007 and 2006
  AccumulatedAdditional








Other


TotalPreferred


Common Stock


Paid-in


Parents


Accumulated


Comprehensive


StockholdersStock


Series A


Series B


Series C


Capital


Investment


Deficit


Earnings


EquityAmounts in thousandsBalance at December 31, 2005

$




















1,441,100



(546,254
)


(4,817
)


890,029Net loss


























(83,007
)






(83,007
)Other comprehensive earnings






























13,448



13,448Stock compensation






















913











913Net cash transfers to parent






















(7,182
)










(7,182
)Other






















495











495Balance at December 31, 2006






















1,435,326



(629,261
)


8,631



814,696Net loss


























(132,331
)






(132,331
)Other comprehensive earnings






























2,082



2,082Net cash transfers from parent






















2,194











2,194Cumulative effect of accounting change (Note 9)


























255







255Balance 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
)


625,310    40




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes
    to Consolidated Financial Statements
 December 31,
    2008, 2007 and 2006
  (1)
    Basis of
    Presentation        (2)
    Ascent
    Media Spin-Off Transaction       41




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
        (3)
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
   42




---



##### Table of Contents



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


Charged





BalanceBeginning


(Credited)


Write-Offs


End ofof Year


to Expense


and Other


YearAmounts in thousands2008

$
8,359



3,568



(2,727
)


9,2002007

$
8,491



2,417



(2,549
)


8,3592006

$
6,395



3,283



(1,187
)


8,491   Concentration
    of Credit Risk and Significant Customers
    Fair
    Value of Financial Instruments
    Property
    and Equipment
    Buildings

20 yearsLeasehold improvements

15 years or lease term, if shorterMachinery and equipment

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

3 years     Goodwill
  Goodwill and Other Intangible
    Assets
 43




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Other
    Intangible Assets
  Accounting for Impairment or Disposal
    of Long-Lived Assets
  Long-Lived
    Assets
    Foreign
    Currency Translation
    Revenue
    Recognition
      Income
    Taxes
     44




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Advertising
    Costs
    Stock-Based
    Compensation
  Share-Based Payment
    Basic
    and Diluted Earnings (Loss) Per Common Share 
    Series A and Series B
    Estimates
    Recent
    Accounting Pronouncements
  Business
    Combinations
 45




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (4)
    Supplemental
    Disclosure of Cash Flow Information  Years Ended December 31,2008


2007


2006Amounts in thousandsCash paid for acquisition:Fair value of assets acquired

$
7,937


$




48,264Net liabilities assumed


(4,078
)






(1,471
)Cash paid for acquisition, net of cash acquired

$
3,859


$




46,793
(a)Cash paid during the year for income taxes

$
20,921


$
1,321



1,839Non-cash investing and financing activity:Capital lease





$
5,774



     (a)
    
    Amount relates to AccentHealth acquisition, which is included in
    discontinued operations.  (5)
    Property
    and Equipment    2008


2007Amounts in thousandsProperty and equipment, net:Land

$
36,654


$
42,525Buildings


176,599



203,767Machinery and equipment


177,155



202,569390,408



448,861Accumulated depreciation


(166,480
)


(189,835
)$
223,928


$
259,026   (6)
    Goodwill
    and Other Intangible Assets    Creative


ContentServices


ServicesGroup


Group


TotalAmounts in thousandsBalance at January 1, 2007

$
95,069



164,967



260,036Goodwill impairment






(165,347
)


(165,347
)Foreign exchange and other






380



380Balance at December 31, 2007


95,069







95,069Goodwill impairment


(95,069
)






(95,069
)Balance at December 31, 2008

$








  46




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
            (7)
    Restructuring
    Charges   47




---



##### Table of Contents



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








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousandsSeverance

$




8,645



(2,694
)


5,951Excess facility costs


3,828



2,187



(2,251
)


3,764December 31, 2006

$
3,828



10,832



(4,945
)


9,715Severance


5,951



761



(5,355
)


1,357Excess facility costs


3,764







(2,142
)


1,622December 31, 2007

$
9,715



761



(7,497
)


2,979Severance


1,357



5,183



(4,014
)


2,526
(b)Excess facility costs


1,622



3,618



(1,946
)


3,294
(c)December 31, 2008

$
2,979



8,801



(5,960
)


5,820     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2009.(c)
    
    Substantially all of this amount is expected to be paid by 2012.  (8)
    Acquisitions    (9)
    Dispositions       48




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 30,2008

2007

2006Amounts in thousandsRevenue

$
30,394



42,030



37,030Earnings before income taxes(a)

$
77,236



10,530



7,563     (a)
    
    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.  (10)
    Income
    Taxes    Years Ended December 31,2008


2007


2006Amounts in thousandsCurrentFederal

$
1,459



(5,847
)


(1,170
)State


(29
)


(712
)


(1,002
)Foreign


(1,263
)


(145
)


528167



(6,704
)


(1,644
)DeferredFederal


2,410



16,496



7,072State


(6,141
)


4,294



10,500Foreign


1,193



(349
)


(1,154
)(2,538
)


20,441



16,418Total tax benefit (expense)

$
(2,371
)


13,737



14,774     Years Ended December 31,2008


2007


2006Amounts in thousandsDomestic

$
(99,917
)


(142,023
)


(83,809
)Foreign


(8,893
)


(19,271
)


(18,829
)$
(108,810
)


(161,294
)


(102,638
)  49




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2007


2006Amounts in thousandsComputed expected tax benefit

$
38,084



56,453



35,923State and local income taxes, net of federal income taxes


482



3,823



613Change in valuation allowance affecting tax expense


(10,052
)


(3,188
)


7,663Goodwill impairment not deductible for tax purposes


(32,290
)


(35,231
)


(26,655
)U.S. taxes on foreign income


(1,512
)


(3,055
)


776Non-deductible expenses


(1,277
)


(991
)


(1,803
)Dividend






(1,202
)


Foreign tax credit


2,501







Other, net


1,693



(2,872
)


(1,743
)Income tax benefit (expense)

$
(2,371
)


13,737



14,774     2008


2007Amounts in thousandsCurrent assets:Accounts receivable reserves

$
1,653



2,936Accrued liabilities


17,840



11,875Total current deferred tax assets


19,493



14,811Valuation allowance


(8,059
)


(3,401
)11,434



11,410Noncurrent assets:Net operating loss carryforwards


20,002



29,371Property, plant and equipment


2,843



Intangible assets


16,765



18,404Other


60



1,918Total noncurrent deferred tax assets


39,670



49,693Valuation allowance


(16,402
)


(14,069
)23,268



35,624Deferred tax assets, net


34,702



47,034Current liabilities:Other


(608
)


(660
)Noncurrent liabilities:Property and equipment






(5,571
)Other


(723
)


(820
)(723
)


(6,391
)Total deferred tax liabilities


(1,331
)


(7,051
)Net deferred tax assets

$
33,371



39,983  50




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2008


2007Amounts in thousandsCurrent deferred tax assets, net

$
10,826



10,750Long-term deferred tax assets, net


22,545



29,233Net deferred tax assets

$
33,371



39,983                51




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008Amounts inthousandsBalance at January 1, 2008

$
932Reductions for tax positions of prior years


(456
)Foreign currency exchange adjustments


(63
)Other


(21
)Balance at December 31, 2008

$
392             (11)
    Stock-based
    and Long-Term Compensation  2006
    Ascent Media Group Long-Term Incentive Plan
   52




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Ascent
    Media Corporation 2008 Incentive Plan
    Ascent
    Media Corporation 2008 Non-Employee Director Incentive
    Plan
    Other
   53




---



##### Table of Contents



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





Series BCommon Stock


WAEP


Common Stock


WAEPOutstanding at January 1, 2008










Grants


513,670


$
22.01



76,210


$
25.29Outstanding at December 31, 2008


513,670


$
22.01



76,210


$
25.29Exercisable at December 31, 2008


41,026


$
20.57



76,210


$
25.29     (12)
    Stockholders
    Equity  Preferred
    Stock
    Common
    Stock
   54




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Other
    Comprehensive Earnings (Loss)
      AccumulatedForeign





OtherCurrency





ComprehensiveTranslation


Pension


Earnings (Loss),Adjustments(a)


Adjustments(b)


Net of TaxesAmounts in thousandsBalance at December 31, 2005

$
(3,161
)


(1,656
)


(4,817
)Other comprehensive earnings


13,448







13,448Balance at December 31, 2006


10,287



(1,656
)


8,631Other comprehensive earnings


2,337



(255
)


2,082Balance 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
)     (a)
    
    No income taxes were recorded on foreign currency translation
    amounts for 2008, 2007 and 2006.(b)
    
    No income taxes were recorded on the pension adjustment amounts
    for 2008, 2007 and 2006.  (13)
    Employee
    Benefit Plans  Defined
    Contribution Plan
   55




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Management
    Incentive Plan
    Defined
    Benefit Plans
        Years Ended2008


2007Amounts in thousandsChange in Benefit Obligation:Benefit Obligation  beginning of year

$
11,385



10,648Service cost


91



106Interest cost


475



545Actuarial (gain) loss


(802
)


519Plan amendments


114



Settlements


(272
)


(80
)Benefits paid


(421
)


(591
)Member contributions


22



30Foreign currency exchange rate changes


(3,132
)


208Benefit Obligation  end of year


7,460



11,385Change in Plan Assets:Fair Value of plan assets  beginning of year


9,124



8,673Actual return on assets


(466
)


360Settlements


(314
)


(144
)Employer contributions


780



627Member contributions


22



30Benefits paid


(421
)


(591
)Foreign currency exchange rate changes


(2,510
)


169Fair Value of plan assets  end of year


6,215



9,124Unfunded Status

$
(1,245
)


(2,261
)  56




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      2008


2007Assumptions:Discount rate


6.25
%


5.85
%Long-term return on plan assets


4.83
%


5.34
%Price inflation


3.00
%


3.45
%Asset Category Allocations:Debt securities


49
%


51
%Equity securities


29
%


29
%Other


22
%


20
%     Year Ended December 30,2008


2007


2006Amounts in thousandsService cost

$
104



107



108Interest cost


540



551



527Expected return on plan assets


(419
)


(474
)


(443
)Amortization of net loss


130



75



145Recognized transitional liability






133



129Settlement loss






65



20$
355



457



486     Year Ended December 31:2009

$
1912010

$
3402011

$
3752012

$
1422013

$
502Thereafter

$
1,480  57




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (14)
    Commitments
    and Contingencies    Year Ended December 31:2009

$
25,0632010

$
24,2632011

$
20,1042012

$
15,6332013

$
11,135Thereafter

$
47,577         (15)
    Related
    Party Transactions    (16)
    Information
    About Reportable Segments     58




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
           59




---



##### Table of Contents



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


CreativeServices


ServicesGroup


Group


Total


Other(1)


TotalAmounts in thousandsYear ended December 31, 2008Revenue from external customers

$
430,648



169,965



600,613







600,613Adjusted OIBDA

$
47,169



22,480



69,649



(27,617
)


42,032Capital expenditures

$
24,420



9,903



34,323



4,749



39,072Depreciation and amortization

$
41,819



12,226



54,045



5,721



59,766Total assets

$
236,452



98,587



335,039



410,265



745,304Year ended December 31, 2007Revenue from external customers

$
404,043



185,352



589,395







589,395Adjusted OIBDA

$
45,560



35,529



81,089



(22,565
)


58,524Capital expenditures

$
30,101



8,965



39,066



3,832



42,898Depreciation and amortization

$
41,988



14,873



56,861



6,007



62,868Total assets

$
331,931



207,707



539,638



291,348



830,986Year ended December 31, 2006Revenue from external customers

$
386,984



184,139



571,123







571,123Adjusted OIBDA

$
39,066



40,830



79,896



(26,420
)


53,476Capital expenditures

$
52,948



12,864



65,812



6,084



71,896Depreciation and amortization

$
35,726



20,010



55,736



6,359



62,095Total assets

$
480,225



233,412



713,637



239,282



952,919     (1)
    
    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.    Year Ended December 31,2008


2007


2006Amounts in thousandsTotal segment adjusted OIBDA

$
69,649



81,089



79,896Corporate selling, general and administrative expenses


(27,617
)


(22,565
)


(26,420
)Stock-based and long-term incentive compensation


(3,531
)


(262
)


(934
)Accretion expense on asset retirement obligations


(296
)


(296
)


(673
)Restructuring and other charges


(8,801
)


(761
)


(10,832
)Depreciation and amortization


(59,766
)


(62,868
)


(62,095
)Gain on sale of operating assets, net


9,038



463



2,007Impairment of goodwill


(95,069
)


(165,347
)


(93,402
)Other income, net


7,583



9,253



9,815Loss from continuing operations before income taxes

$
(108,810
)


(161,294
)


(102,638
)  60




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2008


2007


2006Amounts in thousandsRevenueUnited States

$
454,456



443,775



418,828United Kingdom


123,477



120,821



129,540Other countries


22,680



24,799



22,755$
600,613



589,395



571,123Property and equipment, netUnited States

$
165,008



167,583United Kingdom


41,227



68,548Other countries


17,693



22,895$
223,928



259,026   (17)  Quarterly
    Financial Information (Unaudited)
  1st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterAmounts in thousands, exceptper share amounts2008:Revenue

$
163,035



163,421



146,146



128,011Operating income (loss)

$
(4,711
)


(2,457
)


(4,412
)


(104,813
)Net earnings (loss)

$
(4,515
)


(1,543
)


39,328



(97,889
)Basic and diluted net earnings (loss) per common share

$
(0.32
)


(0.11
)


2.80



(6.96
)2007:Revenue

$
142,923



145,255



152,287



148,930Operating loss

$
(2,669
)


(5,298
)


(613
)


(161,967
)Net earnings (loss)

$
(978
)


(5,007
)


1,643



(127,989
)Basic and diluted net earnings (loss) per common share

$
(0.07
)


(0.36
)


0.12



(9.10
)  61




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##### Table of Contents



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.Report of Independent Registered Public
    Accounting Firm


36Consolidated Balance Sheets, December 31,
    2008 and 2007


37Consolidated Statements of Operations and
    Comprehensive Loss, Years ended December 31, 2008, 2007 and
    2006


38Consolidated Statements of Cash Flows, Years
    Ended December 31, 2008, 2007 and 2006


39Consolidated Statements of Stockholders
    Equity, Years ended December 31, 2008, 2007 and 2006


40Notes to Consolidated Financial Statements,
    December 31, 2008, 2007 and 2006


41   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). 62




---



##### Table of Contents



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).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).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

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and Jose A. Royo (incorporated
    by reference to Exhibit 10.10 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). 63




---



##### Table of Contents



10
.11

Amendment, dated as of July 17, 2007, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and Jose A. Royo (incorporated by
    reference to Exhibit 10.11 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
.12

Employment Agreement, dated as of February 11, 2008, by and
    between Ascent Media Group, LLC and Jose A. Royo (incorporated
    by reference to Exhibit 10.12 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
.13

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
.14

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.*10
.15

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.*10
.16

Employment Agreement, dated February 9, 2009, by and
    between Ascent Media Corporation and William R. Fitzgerald.*21


List of Subsidiaries of Ascent Media Corporation (incorporated
    by reference to Exhibit 21 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).23


Consent of KPMG LLP.*24


Power of Attorney dated March 31, 2009.*31
.1

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

Rule 13a-14(a)/15d-14(a)
    Certification.*31
.3

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


Section 1350 Certification.*     *
    
    Filed herewith. 64




---



##### Table of Contents



SIGNATURES      By
    /s/  William
    R. Fitzgerald         Signature

Title

Date/s/  William
    R. FitzgeraldWilliam
    R. Fitzgerald

Chairman of the Board, Director
    and Chief Executive Officer

March 31, 2009/s/  Jose
    A. RoyoJose
    A. Royo

Director, President and
    Chief Operating Officer

March 31, 2009/s/  Philip
    J. HolthousePhilip
    J. Holthouse

Director

March 31, 2009/s/  Brian
    C. MulliganBrian
    C. Mulligan

Director

March 31, 2009/s/  Michael
    J. PohlMichael
    J. Pohl

Director

March 31, 2009/s/  George
    C. PlatisaGeorge
    C. Platisa

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

March 31, 2009  65




---



##### Table of Contents



EXHIBIT INDEX
  Regulation S-K):
  2
.3

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
.4

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).3
.3

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
.4

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
.4

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
.5

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
.6

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).10
.17

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
.18

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
.19

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
.20

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
.21

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
.22

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
.23

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
.24

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).




---



##### Table of Contents



10
.25

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
.26

Employment Agreement, dated as of September 1, 2006, by and
    between Ascent Media Group, LLC and Jose A. Royo (incorporated
    by reference to Exhibit 10.10 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
.27

Amendment, dated as of July 17, 2007, to Employment
    Agreement, dated as of September 1, 2006, by and between
    Ascent Media Group, LLC and Jose A. Royo (incorporated by
    reference to Exhibit 10.11 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
.28

Employment Agreement, dated as of February 11, 2008, by and
    between Ascent Media Group, LLC and Jose A. Royo (incorporated
    by reference to Exhibit 10.12 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
.29

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
.30

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.*10
.31

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.*10
.32

Employment Agreement, dated February 9, 2009, by and
    between Ascent Media Corporation and William R. Fitzgerald.*21


List of Subsidiaries of Ascent Media Corporation (incorporated
    by reference to Exhibit 21 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).23


Consent of KPMG LLP.*24


Power of Attorney dated March 31, 2009.*31
.1

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

Rule 13a-14(a)/15d-14(a)
    Certification.*31
.3

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


Section 1350 Certification.*     *
    
    Filed herewith.