##### Table of Contents





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, 2009ORo

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-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 CORPORATION2009 ANNUAL REPORT ON
    FORM 10-K
  Table
    of Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


21Item 3.


Legal Proceedings


21Item 4.


(Removed and Reserved)


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


36Item 9A.


Controls and Procedures


36Item 9B.


Other Information


36PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


68Item 11.


Executive Compensation


68Item 12.


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


68Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


68Item 14.


Principal Accounting Fees and Services


68PART IVItem 15.


Exhibits and Financial Statement Schedules


68Signatures


71EX-23EX-24EX-31.1EX-31.2EX-31.3EX-32   2




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##### Table of Contents



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




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##### Table of Contents




    spending on domestic and foreign television advertising and
    spending on domestic and foreign first-run and existing content
    libraries;
    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 businesses;
    retention of our largest customer accounts;
    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;
    availability of third-party satellite and terrestrial
    connectivity services relied on by us to provide our services;
    rapid technological changes;
    present and future financial performance, including availability
    and terms 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 and overall market response to our products and
    services including acceptance of the pricing of such products
    and services;
    threatened terrorists attacks and ongoing military action in the
    Middle East and other parts of the world; and
    risk of loss from earthquakes and other catastrophic events.   4




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(b)
    Financial
    Information About Reportable Segments      (c)
    Narrative
    Description of Business    and/or
    Content
    Services
      Network origination, playout and master
    control. pay-per-view cut-to-clock multi-language
 5




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Transport and connectivity. direct-to-home
  Digital media management services. time-to-market
  Assembly, formatting and master creation and
    duplication.
  Transferring film to video or digital media
    masters. pay-per-view
  Professional duplication and standards
    conversion. sub-masters sub-masters pay-per-view
 6




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Advertising distribution.
  Syndicated television distribution. sub-mastering,
  Restoration, preservation and asset protection of existing
    and damaged content.
  DVD compression and authoring and menu
    design. video-on-demand
  Storage of elements and working
    masters. Digital media management services
  Engineering and systems integration.
    Creative
    Services
   7




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##### Table of Contents



Beast, Company 3, Encore Hollywood,
    Level 3 Post, Method, RIOT Atlanta and Rushes
      Creative editorial.
  Color correction.
  Digital intermediates.
  Visual effects.
  Dailies.
  Industry
  straight-to-DVD
 8




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pay-per-view,
    Growing worldwide demand for original entertainment
    content.
  The development of new business opportunities for existing
    content libraries. and/or
  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.
  Content repurposing.
  Extended use of advertising spots.
 9




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Demands of studios and independent production
    companies.
  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 any existing
    target indebtedness; and      Provide an integrated suite of
    end-to-end
    media services.
  Grow digital media management business.
  Invest in core business operations.
 10




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Seek opportunities to offer new services within core
    competencies.
  Enter into alliances and accelerate services
    development.
    Seasonality
    Regulatory
    Matters
    Competition
   11




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




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Factors
    Relating to our Corporate Strategy
  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.
    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.
   13




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We may
    not be able to earn a rate of return on cash investments that
    exceeds the rate of inflation.
    An
    inability to access capital markets at attractive rates could
    materially increase our expenses.
    Factors
    Relating to AMGs Operations and the Industries in which
    AMG and its Customers Operate
  AMGs
    business depends on certain client industries.
  video-on-demand
  We
    cannot predict or quantify the impact economic conditions in the
    United States and abroad may have on the media and entertainment
    industries or the demand for our services.
   14




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A loss
    of any of AMGs largest customers could substantially
    reduce its revenue.
    Runaway
    production and higher state taxes in California could adversely
    affect AMGs business.
    A
    significant labor dispute in AMGs clients industries
    could have a material adverse effect on its
    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.
   15




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Piracy
    of elements may harm our business.
    Loss
    of key personnel could negatively impact AMGs
    business.
    Changes
    in technology may limit the competitiveness of and demand for
    AMGs services.
   16




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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.
    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.
    Risk
    of loss from earthquakes or other catastrophic events could
    disrupt AMGs business.
    Factors
    Relating to Global Financial Conditions
  The
    recent worldwide credit crisis and resulting economic downturn
    may reduce the level of investment by independent motion picture
    producers, as well as spending by other producers of filmed
    entertainment and television commercials, which would have a
    material adverse effect on our revenue and
    profitability.
   17




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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. The failure of any banking institution
    in which we deposit our funds or the failure of banking
    institutions to operate in the ordinary course could have a
    material adverse effect on our results of operations and
    financial position.
    Factors
    Relating to Legislative and Regulatory Matters
  Our
    businesses are subject to risks of adverse government
    regulation.
    Failure
    to obtain renewal of FCC licenses could disrupt AMGs
    business.
    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.
   18




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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.  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;
    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 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.
   19




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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
  We may
    have substantial indemnification obligations under certain
    inter-company agreements we entered into in connection with the
    spin-off.
    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.
   20




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES              ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED
    AND RESERVED)  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

Low2009First quarter


26.75



22.58Second quarter


29.65



25.66Third quarter


28.51



24.52Fourth quarter


26.54



22.372008Third 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

12/31/08

12/31/09ASCMA Series A

$
100.00


$
80.37


$
93.83S&P Media Index

$
100.00


$
71.29


$
96.43NASDAQ Stock Market Index

$
100.00


$
71.71


$
103.19  23




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA      December 31,2009

2008

2007

2006

2005Amounts in thousandsSummary Balance Sheet Data:Current assets

$
416,891



490,042



362,725



316,381



385,868Property and Equipment, net

$
187,498



211,812



240,549



251,631



230,742Total assets

$
682,483



745,304



830,986



952,919



996,627Current liabilities

$
70,872



91,202



119,600



114,229



84,783Stockholders equity

$
582,596



625,310



686,896



814,696



890,029   Years Ended December 31,2009

2008

2007

2006

2005Amounts in thousands, except per share amountsSummary Statement of Operations Data:Net revenue

$
453,681



581,625



570,731



553,326



585,049Operating income (loss)(a)

$
(42,879
)


(122,999
)


(175,740
)


(118,244
)


2,533Net earnings (loss) from continuing operations(a)

$
(59,005
)


(115,397
)


(151,202
)


(92,334
)


5,703Net earnings (loss)(a)

$
(52,897
)


(64,619
)


(132,331
)


(83,007
)


8,970Basic and diluted earnings (loss) per common share(b)

$
(3.76
)


(4.60
)


(9.41
)


(5.90
)


0.64     (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 2008,
    the year of the spin off, and (2) the actual number of
    basic and diluted 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
  business-to-business end-to-end
 25




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Adjusted
    OIBDA
    Results
    of Operations
        26




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Years Ended December 31,2009


2008


2007Amounts in thousandsConsolidated Results of OperationsNet revenue

$
453,681



581,625



570,731Loss from continuing operations before income taxes

$
(41,635
)


(115,412
)


(166,489
)Net loss

$
(52,897
)


(64,619
)


(132,331
)Segment Results of OperationsRevenueContent Services group

$
281,050



409,111



385,379Creative Services group

$
172,631



172,514



185,352Adjusted OIBDAContent Services group

$
25,976



36,577



36,437Creative Services group

$
19,108



23,184



35,529Total segment adjusted OIBDA

$
45,084



59,761



71,966Corporate general and administrative expenses

$
(25,458
)


(28,410
)


(22,839
)Total adjusted OIBDA(a)

$
19,626



31,351



49,127Segment Adjusted OIBDA as a Percentage of RevenueContent Services group


9.2
%


8.9
%


9.5
%Creative Services group


11.1
%


13.4
%


19.2
%     (a)
    
    See reconciliation to loss from continuing operations before
    income taxes below.  Revenue.
     27




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Cost of Services.
     28




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Selling, General and Administrative.
  Years Ended December 31,2009


2008


2007Amounts in thousandsSG&A(a)

$
105,159



115,021



113,710Stock-based and long-term incentive compensation


2,401



3,531



262Accretion expense on asset retirement obligations


239



296



296Participating residual interest change in fair value


(4,061
)






Total SG&A

$
103,738



118,848



114,268     (a)
    
    SG&A includes corporate G&A expenses of $25,458,000,
    $28,410,000 and $22,839,000 for the years ended
    December 31, 2009, 2008 and 2007, respectively, which are
    not included in total segment adjusted OIBDA.      Stock-based and Long-term Incentive
    Compensation.
  Participating Residual Interest Change in Fair
    Value.
  Restructuring Charges.
 29




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Opening








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousandsSeverance

$
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
)


2,526Excess facility costs


1,622



3,618



(1,946
)


3,294December 31, 2008

$
2,979



8,801



(5,960
)


5,820Severance


2,526



4,313



(6,140
)


699
(b)Excess facility costs


3,294



2,960



(1,879
)


4,375
(c)December 31, 2009

$
5,820



7,273



(8,019
)


5,074     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2010.(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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Income Taxes from Continuing Operations.
    Earnings from Discontinued Operations, Net of Income
    Taxes.
  Adjusted OIBDA.
  Year Ended December 31,2009


2008


2007Amounts in thousandsTotal adjusted OIBDA

$
19,626



31,351



49,127Stock-based and long-term incentive compensation


(2,401
)


(3,531
)


(262
)Accretion expense on asset retirement obligations


(239
)


(296
)


(296
)Restructuring and other charges


(7,273
)


(8,801
)


(761
)Depreciation and amortization


(57,120
)


(55,691
)


(58,664
)Gain on sale of operating assets, net


467



9,038



463Impairment of goodwill






(95,069
)


(165,347
)Participating residual interest change in fair value


4,061







Other income, net


1,244



7,587



9,251Loss from continuing operations before income taxes

$
(41,635
)


(115,412
)


(166,489
)    31




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Discontinued
    Operations
  Chiswick
    Park
   32




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AccentHealth
    Palm
    Bay
    Visiontext
    Liquidity
    and Capital Resources
         33




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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

$
24,453



39,496



25,486



38,648



128,083Capital lease


2,392



4,108



1,136







7,636Other


215



517



2,810



89



3,631Total contractual obligations

$
27,060



44,121



29,432



38,737



139,350     Recent
    Accounting Pronouncements
  The FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles  a replacement of FASB
    Statement No. 162)
  Subsequent Events
  Business Combinations,
 34




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Critical
    Accounting Policies and Estimates
  Valuation of Long-lived Assets and Amortizable Other
    Intangible Assets.
  Valuation of Trade Receivables.
  Valuation of Deferred Tax Assets.
  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.
 35




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ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15 15d-15,
    MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          Form 10-K Form 10-K.
  ITEM 9B.
    OTHER
    INFORMATION   36




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Report of
    Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    KPMG
    LLP
     37




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Report of
    Independent Registered Public Accounting Firm
           Internal Control  Integrated
    Framework
  KPMG
    LLP
     38




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIESConsolidated Balance SheetsDecember 31, 2009 and 2008
  2009


2008Amounts in thousands, except share amountsASSETSCurrent assets:Cash and cash equivalents

$
292,914



341,517Trade receivables, net of allowance of $7,274 (2009) and
    $9,200 (2008)


91,414



112,473Prepaid expenses


9,756



11,410Deferred income tax assets, net (note 11)


562



10,826Assets held for sale (note 8)


2,817



1,918Income taxes receivable


17,793



9,122Other current assets


1,635



2,776Total current assets


416,891



490,042Investments in marketable securities (note 9)


56,197



Property and equipment, net (note 5)


187,498



211,812Deferred income tax assets, net (note 11)


1,029



22,545Assets held for sale (note 8)


9,261



12,116Other assets, net (note 6)


11,607



8,789Total assets

$
682,483



745,304LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
18,731



22,374Accrued payroll and related liabilities


17,778



22,258Other accrued liabilities


21,647



31,103Deferred revenue


8,618



11,671Liabilities related to assets held for sale (note 8)


4,098



3,796Total current liabilities


70,872



91,202Other liabilities


29,015



28,792Total liabilities


99,887



119,994Commitments and contingencies (note 15)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
    13,446,241 shares at December 31, 2009


134



134Series B common stock, $.01 par value. Authorized
    5,000,000 shares; issued and outstanding
    734,127 shares at December 31, 2009


7



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






Additional paid-in capital


1,464,925



1,459,078Accumulated deficit


(878,853
)


(825,956
)Accumulated other comprehensive loss


(3,617
)


(7,953
)Total stockholders equity


582,596



625,310Total liabilities and stockholders equity

$
682,483



745,304    39




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIESConsolidated Statements of Operations and
    Comprehensive LossYears ended December 31, 2009, 2008 and 2007
  2009


2008


2007Amounts in thousands, exceptper share amountsNet revenue

$
453,681



581,625



570,731Operating expenses:Cost of services


328,896



435,253



407,894Selling, general, and administrative, including stock-based and
    long-term compensation (note 12)


103,738



118,848



114,268Restructuring and other charges (note 7)


7,273



8,801



761Gain on sale of operating assets, net


(467
)


(9,038
)


(463
)Depreciation and amortization


57,120



55,691



58,664Impairment of goodwill (note 6)






95,069



165,347496,560



704,624



746,471Operating loss


(42,879
)


(122,999
)


(175,740
)Other income:Interest income


2,660



6,579



11,066Other (expense) income, net


(1,416
)


1,008



(1,815
)1,244



7,587



9,251Loss from continuing operations before income taxes


(41,635
)


(115,412
)


(166,489
)Income tax (expense) benefit from continuing operations
    (note 11)


(17,370
)


15



15,287Net loss from continuing operations


(59,005
)


(115,397
)


(151,202
)Discontinued operations:Earnings from discontinued operations


7,869



83,838



15,725Income tax (expense) benefit from discontinued operations


(1,761
)


(33,060
)


3,146Earnings from discontinued operations, net of income taxes


6,108



50,778



18,871Net loss

$
(52,897
)


(64,619
)


(132,331
)Other comprehensive earnings (loss), net of taxes (note 13):Foreign currency translation adjustments


4,693



(18,603
)


2,337Unrealized holding gains, net of income tax


1,352







Pension liability adjustment


(1,709
)


(63
)


(255
)Other comprehensive earnings (loss)


4,336



(18,666
)


2,082Comprehensive loss

$
(48,561
)


(83,285
)


(130,249
)Basic and Diluted earnings (loss) per share (note 3)Continuing operations

$
(4.19
)


(8.21
)


(10.75
)Discontinued operations


0.43



3.61



1.34Net loss

$
(3.76
)


(4.60
)


(9.41
)    40




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIESConsolidated Statements of Cash FlowsYears ended December 31, 2009, 2008 and 2007
  2009


2008


2007Amounts in thousands(See note 4)Cash flows from operating activities:Net loss

$
(52,897
)


(64,619
)


(132,331
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Earnings from discontinued operations, net of income tax


(6,108
)


(50,778
)


(18,871
)Depreciation and amortization


57,120



55,691



58,664Stock-based compensation


2,443



293



Gain on sale of assets, net


(467
)


(9,038
)


(463
)Impairment of goodwill






95,069



165,347Deferred income tax expense (benefit)


30,802



6,059



(20,466
)Other non-cash credits, net


(2,100
)


(8,308
)


(592
)Changes in assets and liabilities, net of acquisitions:Trade receivables


21,435



7,958



7,461Prepaid expenses and other current assets


(3,023
)


1,152



(7,203
)Payables and other liabilities


(19,635
)


(21,160
)


(2,084
)Operating activities from discontinued operations, net


8,404



8,722



11,714Net cash provided by operating activities


35,974



21,041



61,176Cash flows from investing activities:Capital expenditures


(29,986
)


(37,162
)


(38,852
)Cash paid for acquisitions, net of cash acquired


(2,702
)


(3,859
)


Purchases of marketable securities


(68,126
)






Proceeds from sales of marketable securities


16,309



23,545



28,292Cash proceeds from the sale of discontinued operations






127,831



Cash proceeds from the sale of operating assets


1,440



18,433



1,276Other investing activities, net


(1,785
)


(93
)


(23
)Investing activities from discontinued operations, net


(38
)


(7,365
)


(6,244
)Net cash provided by (used in) investing activities


(84,888
)


121,330



(15,551
)Cash flows from financing activities:Net cash transfers from Discovery Holding Company
    (DHC)






(1,735
)


2,194Stock option exercises


2,121







Payment of capital lease obligation


(1,810
)


(752
)


(641
)Net cash provided by (used in) financing activities


311



(2,487
)


1,553Net increase (decrease) in cash and cash equivalents


(48,603
)


139,884



47,178Cash and cash equivalents at beginning of year


341,517



201,633



154,455Cash and cash equivalents at end of year

$
292,914



341,517



201,633    41




---



##### Table of Contents





ASCENT
    MEDIA CORPORATION AND SUBSIDIARIESConsolidated Statements of Stockholders
    EquityYears ended December 31, 2009, 2008 and 2007
 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, 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


























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
)


625,310Net loss


























(52,897
)






(52,897
)Other comprehensive earnings






























4,336



4,336Stock-based compensation


















2,443















2,443Stock option exercises (note 12)


















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
)


582,596     42




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
 December 31,
    2009, 2008 and 2007
  (1)
    Basis of
    Presentation        (2)
    Ascent
    Media Spin-Off Transaction       43




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  out-of-pocket
    out-of-pocket
  (3)
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents
   44




---



##### Table of Contents



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








BalanceBeginning


Charged


Write-Offs


End ofof Year


to Expense


and Other


YearAmounts in thousands2009

$
9,200



1,581



(3,507
)


7,2742008

$
8,359



3,568



(2,727
)


9,2002007

$
8,491



2,417



(2,549
)


8,359   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 software (included in Machinery and
    Equipment in Note 5)

3 years    45




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Goodwill
    Other
    Intangible Assets
    Long-Lived
    Assets
    Foreign
    Currency Translation
    Revenue
    Recognition
      Income
    Taxes
   46




---



##### 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
    Indemnifications
   47




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Estimates
    Recent
    Accounting Pronouncements
  The FASB
    Accounting Standards Codification and the Hierarchy of Generally
    Accepted Accounting Principles  a replacement of FASB
    Statement No. 162)
  Subsequent Events
  Business Combinations,
 48




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (4)
    Supplemental
    Disclosure of Cash Flow Information  Years Ended December 31,2009


2008


2007Amounts in thousandsCash paid for acquisitions:Fair value of assets acquired

$
6,285



7,937



Net liabilities assumed


(421
)


(4,078
)


Net assets acquired


5,864



3,859



Estimated fair value of contingent consideration for acquisition


(3,162
)






Cash paid for acquisitions, net of cash acquired

$
2,702



3,859



Net cash paid (received) during the year for income taxes

$
(4,494
)


20,921



1,321Non-cash investing and financing activity:Capital lease










5,774   (5)
    Property
    and Equipment    2009


2008Amounts in thousandsProperty and equipment, net:Land

$
37,055



36,654Buildings


160,933



176,593Machinery and equipment


78,804



156,132276,792



369,379Accumulated depreciation


(89,294
)


(157,567
)$
187,498



211,812   (6)
    Goodwill
    and Other Intangible Assets    GoodwillBalance at January 1, 2008

$
95,069Goodwill impairment


(95,069
)Balance at December 31, 2008


Acquisitions


1,954Balance at December 31, 2009

$
1,954    49




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
          (7)
    Restructuring
    Charges         50




---



##### Table of Contents



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








EndingBalance


Additions


Deductions(a)


BalanceAmounts in thousandsSeverance

$
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
)


2,526Excess facility costs


1,622



3,618



(1,946
)


3,294December 31, 2008

$
2,979



8,801



(5,960
)


5,820Severance


2,526



4,313



(6,140
)


699
(b)Excess facility costs


3,294



2,960



(1,879
)


4,375
(c)December 31, 2009

$
5,820



7,273



(8,019
)


5,074     (a)
    
    Primarily represents cash payments.(b)
    
    Substantially all of this amount is expected to be paid in 2010.(c)
    
    Substantially all of this amount is expected to be paid by 2012.  (8)
    Dispositions         51




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Year Ended December 30,2009

2008

2007Amounts in thousandsRevenue

$
18,368



49,382



60,694Earnings before income taxes(a)

$
7,869



83,838



15,725     (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.  (9)  Investments
    in Marketable Securities
  available-for-sale
  Year EndedDecember 31, 2009Amounts in thousandsBeginning Balance

$
Purchases


68,126Sales (at cost)(a)


(14,259
)Unrealized gain


2,330Ending Balance

$
56,197     (a)
    
    Total proceeds from the sales were $16,309,000 which included a
    pre-tax gain of $2,050,000.    Year EndedDecember 31, 2009Amounts in thousandsAccumulated other comprehensive incomeBeginning Balance

$
Gains, net of tax(a)


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


(1,190
)Ending Balance

$
1,352     (a)
    
    Amount is net of tax of $1,838,000.(b)
    
    Amount is net of tax of $860,000. 52




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (10)  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


Total2008Money market funds(a)

$
327,977











327,977Other liabilities










(4,226
)


(4,226
)Total

$
327,977







(4,226
)


323,7512009Money market funds(a)

$
272,143











272,143Investments in marketable securities(b)


56,197











56,197Other liabilities










(3,327
)


(3,327
)Total

$
328,340







(3,327
)


325,013     (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.      Years Ended December 31,2009


2008Amounts in thousandsBeginning Balance

$
(4,226
)


(6,100
)Contingent consideration


(3,162
)


Settlements paid in cash






1,874Amounts credited to income(a)


4,061



Ending Balance(b)

$
(3,327
)


(4,226
)     (a)
    
    Amount consisted of a participating residual interest change in
    fair value credit of $4,092,000 and a contingent consideration
    change in fair value expense of $31,000. These amounts were
    recorded in SG&A on the consolidated statements of
    operations. 53




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (b)
    
    The 2009 amount consisted of contingent consideration of
    $3,193,000 and participating residual interest of $134,000. The
    2008 amount consists entirely of participating residual interest.      (11)
    Income
    Taxes    Years Ended December 31,2009


2008


2007Amounts in thousandsCurrentFederal

$
12,511



1,459



(5,847
)State


204



(29
)


(712
)Foreign


(1,074
)


(1,263
)


(145
)11,641



167



(6,704
)DeferredFederal


(20,098
)


2,410



16,496State


(13,668
)


(6,141
)


4,294Foreign


4,755



3,579



1,201(29,011
)


(152
)


21,991Total tax (expense) benefit

$
(17,370
)


15



15,287     Years Ended December 31,2009


2008


2007Amounts in thousandsDomestic

$
(23,138
)


(99,917
)


(142,023
)Foreign


(18,497
)


(15,495
)


(24,466
)$
(41,635
)


(115,412
)


(166,489
)  54




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2009


2008


2007Amounts in thousandsComputed expected tax benefit

$
14,572



40,394



58,271State and local income taxes, net of federal income taxes


1,918



482



3,823Change in valuation allowance affecting tax expense


(34,839
)


(10,052
)


(3,188
)Goodwill impairment not deductible for tax purposes






(32,290
)


(35,231
)U.S. taxes on foreign income


(776
)


(1,436
)


(3,323
)Non-deductible expenses


(999
)


(1,277
)


(991
)Dividend










(1,202
)Foreign tax credit






2,501



Other, net


2,754



1,693



(2,872
)Income tax (expense) benefit

$
(17,370
)


15



15,287     2009


2008Amounts in thousandsCurrent assets:Accounts receivable reserves

$
2,974



1,653Accrued liabilities


11,815



17,840Other


2,550



Total current deferred tax assets


17,339



19,493Valuation allowance


(15,992
)


(8,059
)1,347



11,434Noncurrent assets:Net operating loss carryforwards


26,592



20,002Property, plant and equipment


2,197



2,843Intangible assets


16,769



16,765Other


1,953



60Total noncurrent deferred tax assets


47,511



39,670Valuation allowance


(43,819
)


(16,402
)3,692



23,268Deferred tax assets, net


5,039



34,702Current liabilities:Other


(785
)


(608
)Noncurrent liabilities:Marketable securities


(978
)


Other


(1,685
)


(723
)(2,663
)


(723
)Total deferred tax liabilities


(3,448
)


(1,331
)Net deferred tax assets

$
1,591



33,371  55




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    December 31,2009


2008Amounts in thousandsCurrent deferred tax assets, net

$
562



10,826Long-term deferred tax assets, net


1,029



22,545Net deferred tax assets

$
1,591



33,371              56




---



##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009Amounts inthousandsBalance at January 1, 2009

$
392Increases for the tax positions of prior years


14Reductions for tax positions of prior years


(88
)Foreign currency exchange adjustments


(14
)Balance at December 31, 2009

$
304           (12)
    Stock-based
    and Long-Term Compensation  2006
    Ascent Media Group Long-Term Incentive Plan
     57




---



##### 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
    Grants
    of Stock-based Awards
  2009
   58




---



##### Table of Contents



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





Series BCommon Stock


WAEP


Common Stock


WAEPOutstanding at January 1, 2009


513,670


$
20.57



76,210Grants


116,740


$
25.30



Exercises


(11,722
)

$
16.60



(76,210
)

$
25.29Outstanding at December 31, 2009


618,688


$
22.73



Exercisable at December 31, 2009


155,648


$
22.57



     (13)
    Stockholders
    Equity  Preferred
    Stock
   59




---



##### Table of Contents



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


Series BCommon Stock


Common StockDistributed on Spin Off date


13,401,886



659,732Vesting of restricted stock


7,890



Balance at December 31, 2008


13,409,776



659,732Conversion from Series B to Series A shares


1,815



(1,815
)Vesting of restricted stock


22,928



Stock option exercises


11,722



76,210Balance at December 31, 2009


13,446,241



734,127     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, 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
)Other comprehensive loss


4,693



1,352



(1,709
)


4,336Balance at December 31, 2009

$
(1,286
)


1,352



(3,683
)


(3,617
)  60




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (a)
    
    No income taxes were recorded on foreign currency translation
    amounts for 2009, 2008 and 2007.(b)
    
    Net of income taxes of $978,000 for 2009.(c)
    
    No income taxes were recorded on the pension adjustment amounts
    for 2009, 2008 and 2007.  (14)
    Employee
    Benefit Plans  Defined
    Contribution Plan
    Management
    Incentive Plan
    Defined
    Benefit Plans
     61




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended2009


2008Amounts in thousandsChange in Benefit Obligation:Benefit Obligation  beginning of year

$
7,460



11,385Service cost


49



91Interest cost


514



475Actuarial (gain) loss


1,596



(802
)Plan amendments






114Settlements


(81
)


(272
)Benefits paid


(231
)


(421
)Member contributions


16



22Foreign currency exchange rate changes


747



(3,132
)Benefit Obligation  end of year


10,070



7,460Change in Plan Assets:Fair Value of plan assets  beginning of year


6,215



9,124Actual return on assets


166



(466
)Settlements


(99
)


(314
)Employer contributions


847



780Member contributions


16



22Benefits paid


(231
)


(421
)Foreign currency exchange rate changes


622



(2,510
)Fair Value of plan assets  end of year


7,536



6,215Unfunded Status

$
(2,534
)


(1,245
)       2009


2008Assumptions:Discount rate


5.75
%


6.25
%Long-term return on plan assets


5.23
%


4.83
%Price inflation


3.80
%


3.00
%Asset Category Allocations:Debt securities


44
%


49
%Equity securities


33
%


29
%Other


23
%


22
%  62




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended December 30,2009


2008


2007Amounts in thousandsService cost

$
49



104



107Interest cost


506



540



551Expected return on plan assets


(341
)


(419
)


(474
)Amortization of net loss


141



130



75Recognized transitional liability










133Settlement loss










65$
355



355



457     Level 1


Level 2


Level 3


TotalCash and cash equivalents

$
440











440Pooled investment funds


2,783











2,783Debt investments


1,868











1,868Insurance policies


1,449







996



2,445Total

$
6,540







996



7,536     Year ended December 31:2010

$
3902011

$
4322012

$
1672013

$
5852014

$
252Thereafter

$
1,684  63




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (15)
    Commitments
    and Contingencies    Year ended December 31:2010

$
24,4532011

$
21,9352012

$
17,5612013

$
12,9602014

$
12,526Thereafter

$
38,648         (16)
    Related
    Party Transactions    (17)
    Information
    About Reportable Segments   64




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
           65




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##### Table of Contents



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


CreativeServices


ServicesGroup


Group


Subtotal


Other(1)


TotalAmounts in thousandsYear ended December 31, 2009Revenue from external customers

$
281,050



172,631



453,681







453,681Adjusted OIBDA

$
25,976



19,108



45,084



(25,458
)


19,626Capital expenditures

$
18,095



7,306



25,401



4,585



29,986Depreciation and amortization

$
38,528



12,867



51,395



5,725



57,120Total assets

$
193,750



96,493



290,243



392,240



682,483Year ended December 31, 2008Revenue from external customers

$
409,111



172,514



581,625







581,625Adjusted OIBDA

$
36,577



23,184



59,761



(28,410
)


31,351Capital expenditures

$
22,510



9,903



32,413



4,749



37,162Depreciation and amortization

$
37,744



12,226



49,970



5,721



55,691Total assets

$
236,452



98,587



335,039



410,265



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

$
385,379



185,352



570,731







570,731Adjusted OIBDA

$
36,437



35,529



71,966



(22,839
)


49,127Capital expenditures

$
26,055



8,965



35,020



3,832



38,852Depreciation and amortization

$
37,784



14,873



52,657



6,007



58,664Total assets

$
331,931



207,707



539,638



291,348



830,986     (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 31,2009


2008


2007Amounts in thousandsTotal adjusted OIBDA

$
19,626



31,351



49,127Stock-based and long-term incentive compensation


(2,401
)


(3,531
)


(262
)Accretion expense on asset retirement obligations


(239
)


(296
)


(296
)Restructuring and other charges


(7,273
)


(8,801
)


(761
)Depreciation and amortization


(57,120
)


(55,691
)


(58,664
)Gain on sale of operating assets, net


467



9,038



463Impairment of goodwill






(95,069
)


(165,347
)Participating residual interest change in fair value


4,061







Other income, net


1,244



7,587



9,251Loss from continuing operations before income taxes

$
(41,635
)


(115,412
)


(166,489
)  66




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##### Table of Contents



ASCENT
    MEDIA CORPORATION AND SUBSIDIARIES
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Years Ended December 31,2009


2008


2007Amounts in thousandsRevenueUnited States

$
364,251



454,456



443,775United Kingdom


67,311



104,489



102,157Other countries


22,119



22,680



24,799$
453,681



581,625



570,731Property and equipment, netUnited States

$
149,919



165,008United Kingdom


22,914



29,111Other countries


14,665



17,693$
187,498



211,812   (18)
    Quarterly
    Financial Information (Unaudited)  1st


2nd


3rd


4thQuarter


Quarter


Quarter


QuarterAmounts in thousands,except per share amounts2009:Revenue

$
115,257



114,269



106,949



117,206Operating loss

$
(11,105
)


(12,566
)


(11,968
)


(7,240
)Net loss

$
(6,448
)


(7,204
)


(6,414
)


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

$
(0.46
)


(0.51
)


(0.46
)


(2.33
)2008:Revenue

$
158,083



158,601



141,033



123,908Operating income (loss)

$
(6,392
)


(3,936
)


(6,410
)


(106,261
)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
)  67




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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.Reports of Independent Registered Public
    Accounting Firm


37-38Consolidated Balance Sheets, December 31,
    2009 and 2008


39Consolidated Statements of Operations and
    Comprehensive Loss, Years ended December 31, 2009, 2008 and
    2007


40Consolidated Statements of Cash Flows, Years
    Ended December 31, 2009, 2008 and 2007


41Consolidated Statements of Stockholders
    Equity, Years ended December 31, 2009, 2008 and 2007


42Notes to Consolidated Financial Statements,
    December 31, 2009, 2008 and 2007


43   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). 68




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##### 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).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).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). 69




---



##### Table of Contents



10
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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 (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, independent registered public accounting
    firm.*24


Power of Attorney dated March 12, 2010.*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. 70




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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 12, 2010/s/  Jose
    A. RoyoJose
    A. Royo

Director, President and
    Chief Operating Officer

March 12, 2010/s/  Philip
    J. HolthousePhilip
    J. Holthouse

Director

March 12, 2010/s/  John
    C. MaloneJohn
    C. Malone

Director

March 12, 2010/s/  Brian
    C. MulliganBrian
    C. Mulligan

Director

March 12, 2010/s/  Michael
    J. PohlMichael
    J. Pohl

Director

March 12, 2010/s/  Carl
    E. VogelCarl
    E. Vogel

Director

March 12, 2010/s/  George
    C. PlatisaGeorge
    C. Platisa

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

March 12, 2010  71




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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).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 July23, 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).




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##### Table of Contents



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 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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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 (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, independent registered public accounting
    firm.*24


Power of Attorney dated March 12, 2010.*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.