Crown Media Holdings (CRWN)

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and cash provided by operating activities from continuing operations was $14.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the acquisition of programming in both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and 2007, respectively. Subscriber acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid RHI Entertainment Distribution $51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006. During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed receivables in accordance with the sale agreement. Cash used in investing activities was $7.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement and purchased a film asset for $2.1 million.

        We received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006. During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed $15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

38

Table of Contents

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and cash provided by operating activities from continuing operations was $14.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the acquisition of programming in both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and 2007, respectively. Subscriber acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid RHI Entertainment Distribution $51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006. During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed receivables in accordance with the sale agreement. Cash used in investing activities was $7.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement and purchased a film asset for $2.1 million.

        We received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006. During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed $15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

38

Table of Contents

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and
cash provided by operating activities from continuing operations was $14.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the
acquisition of programming in both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and
2007, respectively. Subscriber acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid
RHI Entertainment Distribution $51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash
provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006.
During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed
receivables in accordance with the sale agreement. Cash used in investing activities was $7.8 million for the year ended December 31, 2007. During the year ended December 31,
2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement and purchased a film asset for $2.1 million.

        We
received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006.
During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed
$15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities
was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we
borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

38

HREF="#bg75701a_main_toc">Table of Contents

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and
cash provided by operating activities from continuing operations was $14.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the
acquisition of programming in both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and
2007, respectively. Subscriber acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid
RHI Entertainment Distribution $51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash
provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006.
During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed
receivables in accordance with the sale agreement. Cash used in investing activities was $7.8 million for the year ended December 31, 2007. During the year ended December 31,
2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement and purchased a film asset for $2.1 million.

        We
received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006.
During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed
$15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities
was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we
borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

38

HREF="#bg75701a_main_toc">Table of Contents

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and cash provided by operating activities from continuing operations was $12.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the acquisition of programming in both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and 2007, respectively. Subscriber acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid RHI Entertainment Distribution $51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006. During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed receivables in accordance with the sale agreement. Cash used in investing activities was $5.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement.

        We received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006. During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed $15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

        Cash at December 31, 2007, was approximately $2.0 million, a reduction in the cash balance due to the Company's implementation of a new cash management strategy during the third quarter of 2007. Under this new cash management system, the Company is paying down amounts borrowed under its bank credit facility on a more frequent basis with certain available funds.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

        Cash used in operating activities from continuing operations was $34.1 million for the year ended December 31, 2006, and cash provided by operating
activities from continuing operations was $12.6 million for the year ended December 31, 2007. Cash was used primarily to fund operating expenditures and the acquisition of programming in
both years. Cash receipts from subscriber and advertising revenue were $214.2 million and $240.4 million for the years ended December 31, 2006 and 2007, respectively. Subscriber
acquisition fee payments were $11.0 million and $1.2 million for the years ended December 31, 2006 and 2007, respectively. Crown Media Holdings paid RHI Entertainment Distribution
$51.1 million and $42.5 million for license fees in 2006 and 2007, respectively.

        Cash
provided by investing activities was $143.0 million for the year ended December 31, 2006. Proceeds from the sale of our film assets were $152.1 million in 2006.
During the year ended December 31, 2006, the Company paid $8.4 million to the buyer of the international business, $3.0 million of which related to the payment of guaranteed
receivables in accordance with the sale agreement. Cash used in investing activities was $5.8 million for the year ended December 31, 2007. During the year ended December 31,
2007, the Company paid $4.1 million to the buyer of the international business for amounts due under the terms of the sale agreement.

        We
received $12.0 million under the Tax Sharing Agreement during 2006. Cash used in financing activities was $110.9 million for the year ended December 31, 2006.
During the year ended December 31, 2006, we repaid $137.4 million under our bank credit facility, using the proceeds received from the sale of the film library. Additionally, we borrowed
$15.0 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2006. Cash used in financing activities
was $18.8 million for the year ended December 31, 2007. During the year ended December 31, 2007, we repaid $36.3 million under our bank credit facility. Additionally, we
borrowed $18.1 million under our bank credit facility to cover the cash we used in operating and investing activities during the year ended December 31, 2007.

        Cash
at December 31, 2007, was approximately $2.0 million, a reduction in the cash balance due to the Company's implementation of a new cash management strategy during the
third quarter of 2007. Under this new cash management system, the Company is paying down amounts borrowed under its bank credit facility on a more frequent basis with certain available funds.