EX-99.1 2 d611898dex991.htm EX-99.1

Exhibit 99.1 Historical Financial Data as of June 30, 2013 Select Other Data as of September 2013 NYSE: GTN Investor Presentation

2 Gray Television, Inc. Agenda Company Overview Gray Television is a Dominant Mid-Market TV Platform with Significant Upside Industry Overview Strong Industry Fundamentals and Growing Revenue Streams Financial Overview Strong Momentum in the Core Business with Record Political and Retransmission Growth

3 Gray Television, Inc. Highly Experienced Senior Management Focused on maximizing potential of existing portfolio, while prudently pursuing strategic growth opportunities Name Years at Gray TV Years in Industry Background and Notable Achievements Hilton H Howell, Jr. Director, Vice Chairman, President & CEO 20 20 CEO since 2008, Vice Chairman since 2002 and director since 1993 Served as President and CEO of Atlantic American Corporation since 1995 Served as EVP and General Counsel of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company since 1991 James C. Ryan SVP & CFO 15 28 CFO since 1998 and additionally serves as SVP of Finance Served as SVP since 2002 and as VP from 1998 to 2002 Served as the CFO of Busse Broadcasting Corporation from 1987 to 1998 Kevin P. Latek SVP – Business Affairs 2 16 Joined Gray in 2012, after spending 15 years representing television broadcasters in FCC regulatory and transactional matters with law firm Dow Lohnes Member of the CBS Affiliate Association; former member of, and previously counsel to, Fox Affiliate Board of Governors Nick Waller SVP – Mid-Atlantic & South 13 13 Joined Gray in 2000, after spending 20 years with Datasouth Computer Corporation, first as CFO and eventually as President Director of the Florida Association of Broadcasters Bob Smith SVP – Midwest & West 27 27 Started as an account executive at Gray TV in Eau Claire, Wisconsin in 1986 Serves as SVP since July 2013 and served in various roles from 1986 – 2013 at Gray TV Has served on the Boards of Directors of the Wisconsin Broadcaster Association, among others Jason Effinger SVP – Media & Technology 12 22 Joined Gray TV in 2001 as a station manager Serves as SVP since July 2013 and served as Regional VP prior to that Serves as Vice Chair of the Nebraska Broadcasters Association

Company Overview

5 Gray Television, Inc. A Leading Television Broadcaster in Diverse Mid Markets with Dominant Market Positions #1 or #2 market share in 29 out of 31 markets Improving Advertising Market and Diversification of Revenue Mix Strategic Acquisition and Duopoly Opportunities Large Political Upside in Election Years with Presence in Key States Strong Growth in Net Retransmission Revenue and Increasing Leverage With Networks Successful New Media Initiatives and Spectrum Upside Robust Free Cash Flow Generation Over a Two Year Cycle Experienced Management Team With Healthy Track Record of Equity Value Creation Key Investment Highlights

6 Gray Television, Inc. Other Gray Television is a Dominant Mid-Market TV Platform Primary Channels by Affiliate: 46 1 2012 Revenue by Affiliate: $405 mm (1) Certain additional channels are affiliated with more than one network simultaneously. As a result, Gray has 42 additional channels with 49 affiliations 88 total channels of programming spread across 31 attractive markets 46 channels affiliated with a “Big 4” network and 42 additional channels 1 Reaches 6.2% of U.S. TV households, significantly below FCC cap #1 news rating in 23 markets and leading franchises #1 channel in 22 markets Strong market and network diversification 17 collegiate markets and 8 state capitals provide stability Dominance in political revenue through presence in key states 22 48% 11 24% 8 17% 5 11% 2% 2% 15% 42% Gray Television, Inc. 39%

Gray Has a Diverse and National Footprint Reno, NV Lincoln - Hastings - Kearney, NE Topeka, KS Omaha, NE La Crosse - Eau Claire, WI Madison, WI Rockford, IL Lansing, MI Parkersburg, WV Harrisonburg, VA Lexington, KY Hazard, KY Greenville - New Bern - Washington, NC Bowling Green, KY Knoxville, TN Augusta, GA Tallahassee, FL - Thomasville, GA Panama City, FL Dothan, AL Meridian, MS Waco-Temple - Bryan, TX Sherman, TX - Ada, OK Wichita - Hutchinson, KS Colorado Springs - Pueblo, CO Charlottesville, VA Grand Junction, CO Wausau - Rhinelander, WI Charleston-Huntington, WV South Bend, IN Albany, GA 31 markets reaching approximately 6.2% of US TV households North Platte, NE State Capital in DMA Gray TV Station 7 Gray Television, Inc.

Key Recent Developments and Strategic Initiatives Appointed new management structure in July 2013, with significant industry experience, to increase focus on: Strategic growth: Kevin Latek Station operations and performance: Nick Waller and Bob Smith Digital media strategy: Jason Effinger Launched “Big Four” affiliated channels on the Syncbak Internet Platform on September 4, 2013 Constructed and launched seven entirely new television stations since September 2012 Back office services agreement with Excalibur with anticipated closing of October 31, 2013 Acquisition of KSNB (MyTV) from Colins Broadcasting Corporation on February 25, 2013 Launched new and modern looking logo and website in September 2013, emphasizing Gray TV’s focus on local market dominance 8 Gray Television, Inc.

The Importance of Being #1 Dominate local and political revenue with highly-rated news platforms Greater purchasing power and leverage with MVPDs, networks and programmers Partner of choice – duopoly opportunities Deliver high margins Maximize free cash flow Attract and retain high quality talent Long History of Being #1 in the Market 1 Dominant News Franchises Drive Traffic Price Leadership Network and News Ratings Reinvest in Business Reinvest in Business CBS National Ranking 1 1 2 1 1 1 1 (1) Number of Gray stations ranked #1 NBC National Ranking 3 4 4 4 4 4 3 ABC National Ranking 2 2 3 2 2 2 2 4 4 4 4 3 3 4 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 '10/'11 '11/'12 8 7 5 5 8 7 7 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 '10/'11 '11/'12 11 12 12 12 12 12 11 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 '10/'11 '11/'12 Gray Television, Inc. 9

National Average vs. Gray November ’12 Household Share Gray’s Stations Dominate Local News and Information NBC vs. Gray November ’12 Household Share ABC vs. Gray November ’12 Household Share CBS vs. Gray November ’12 Household Share Gray’s Early Evening newscasts outperform the national average by 71% Gray’s late local news outperforms the national average by 53% Better than national average for all major affiliate news programs 8 9 12 6 10 15 12 10 The Early Show Network News Prime (Mon-Sun) The Late Show Gray 13 11 8 6 28 30 10 17 The Today Show Network News Prime (Mon–Sun) The Tonight Show 14 11 9 5 25 23 13 13 Good Morning America Network News Prime (Mon-Sun) Nightline / Jimmy Kimmel Gray 14 15 24 23 Early Evening News Late News NSI National Average Gray Average of All Stations 10 Gray Television, Inc. Gray

Stable Markets – Concentration on DMAs 61-208 With Focus on State Capitals / Collegiate Presence Note: Shading indicates DMA includes state capital. Enrollment in thousands. Gray stations cover 8 state capitals and 17 university towns, representing enrollment of approximately 474,000 students Why university towns and state capitals? Better demographics More stable economies Affinity between station and university sports teams Approximate Approximate Market College(s) Enrollment Market College(s) Enrollment Waco, TX 62 Lincoln, NE 24 Topeka, KS 53 Bowling Green, KY 21 Lansing, MI 49 Charlottesville, VA 21 Tallahassee, FL 44 Harrisonburg, VA 20 Madison, WI 43 Reno, NV 18 Knoxville, TN 30 Charleston-Huntington, WV 14 Lexington, KY 29 South Bend, IN 12 Greenville, NC 28 Colorado Springs, CO 4 Parkersburg, WV 2 11 Gray Television, Inc.

Operational Strategy Focused on Market Leadership and Growth Maintain and grow our market leadership position Continue to prudently invest in local content and news, syndicated programs, top talent and community relationships Seek new media opportunities – currently operates web, mobile and desktop applications in all of our markets Monetize digital spectrum through growth in spectrum channels Pursue selective strategic transactions Drive free cash flow generation Core Advertising Growth Political Revenue Retransmission Revenue Internet and Socialization Accretive Partnerships Monetize Spectrum Maintain Leadership and Grow Free Cash Flow 12 Gray Television, Inc.

Gray TV has Significant Opportunity to Grow Source: Company filings, BIA Investing in Television 2013 and SNL Kagan FCC U.S. TV Household Cap of 39% 44% 39% 38% 37% 30% 27% 23% 18% 15% 14% 13% 13% 11% 11% 10% 6% 4% 2% 1% Tribune Sinclair CBS FOX Gannett NBC ABC Hearst Media General Nexstar EW Scripps Raycom Cox LIN TV Meredith Gray Journal Quincy Hoak 13 Gray Television, Inc.

Strategic Acquisitions and Duopoly Opportunities Industry continues to consolidate rapidly Gray TV’s strategic transactions should not be impacted by proposed regulatory thresholds Gray TV is focused on prudently increasing its scale through accretive acquisitions and partnerships In discussions with several partners across our markets for duopoly, JSA / SSA opportunities Increase in scale adds to operating leverage and negotiation power Growth in free cash flow generation Illustrative Stock Price Accretion Source: Company filings Potential for Equity Value Creation Through Accretive Acquisitions / Duopolies Blended Buyer’s Multiple Acquisitions / Duopolies 0.0% 5.0% 10.0% 15.0% 8.0x 7.5x 7.0x 14 Gray Television, Inc.

Revenue Mix Continues to Diversify 2008 Net Revenue Mix: $327 mm 2012 Net Revenue Mix: $405 mm Growth in Net Revenue, driven by core revenue, political, retransmission and internet Revenue mix continues to diversify from traditional ad-based sources to new media ad-based – Internet, and subscriber driven – Retransmission Lowers overall revenue volatility Local 57% National 21% Political 15% Internet 4% Retransmission 1% Other 3% Local 47% National 14% Political 21% Internet 6% Retransmission 8% Other 3% 15 Gray Television, Inc.

All Secondary Channels & Other All Secondary Channels & Other Diversification Across Networks and Markets 46 Big 4 Affiliates: 22 CBS 11 NBC 8 ABC 5 FOX 42 Additional Channels (2) with 49 Affiliations: 8 CW 17 MyNetwork TV 7 ME TV 5 Antenna TV 3 This TV Network 1 Live Well Network 8 Local News/Weather 88 channels of programming: Current Station Mix 2012 1 BCF: Top 10 Markets 2012 1 BCF by Affiliate: $192.5 mm 3 (1) LTM 2012 – Last 12 months ended December 31, 2012. (2) Certain additional channels are affiliated with more than one network simultaneously. As a result, Gray has 42 additional channels with 49 affiliations. (3) Excludes corporate expenses. 2012 1 Revenue: Top 10 Markets 2012 1 Revenue by Affiliate: $405 mm Charleston / Huntington, WV 10% Omaha, NE 7% Madison, WI 7% Reno, NV 6% Lexington, KY 5% Eau Claire, WI 5% Tallahassee, FL 5% Greenville, NC 5% Lansing, MI 5% Wausau, WI 5% Other 43% Lexington, KY 5% Omaha, NE 6% Waco - Bryan, TX 5% Madison, WI 5% Reno, NV 5% Tallahassee, FL 4% Lansing, MI 4% Other 50% Charleston / Huntington, WV 8% South Bend, IN 4% Eau Claire, WI 3% 45% 36% 14% 3% 2% 42% 39% 15% 2% 2% 16 Gray Television, Inc.

Gray is the Leading Beneficiary of Political Revenue with Large Upside $86 Million in 2012 – New Record 2011 Odd Year Record $13.5 million Gray operates in key battleground states #1 stations can capture over 50% of the political budget for a market Supreme Court decision to remove limits on corporate and union spending on political campaigns helps drive political revenue for Gray Revenue from issue-based political advertising expected to further drive growth Local news is a key medium for political advertisers to connect with potential voters 2012 Political as % of Total Net Revenue Gray TV Political Commentary Gray TV Political Revenue Strong Presence in Key Election States 1 $86 ($ in millions) Note: Based on as reported financials per Company filings CAGRs ’08-’12: 16% ’06-’10: 7% Source: Politico, Electoral-vote.com and University of Virginia Center for Politics (1) Represents key swing states for presidential, senate and gubernatorial elections 21.2% 15.1% 13.8% 10.4% 9.6% Gray TV Media General Lin TV Nexstar Sinclair $58 $48 $53 $43 2006PF 2008 2010 2012 2004PF GTN Overlap with Key Elections New Record New Record 17 Gray Television, Inc.

18 Gray Television, Inc. Automotive Ad Spending on TV Continues to Grow and Still Below Peak Levels Gray TV continues to benefit from the growth in auto ad spending Auto for the first half of 2013 is up ~10% In 2012, ~18% of Gray TV’s total broadcast advertising revenue was derived from automotive customers TV auto ad spending growth of $0.4 billion or 16% from 2011 to 2012 but still below peak TV Ad Spending in the Automotive Sector ($ in billions) SAAR of U.S. Light Vehicle Sales (in millions) Source: TVB and U.S. Bureau of Economic Analysis (2009A-2012A); National Automobile Dealers Association (2013E) $3.7 $2.9 $1.7 $2.7 $2.7 $3.1 2007A 2008A 2009A 2010A 2011A 2012A 16.1 13.2 10.4 11.6 12.7 14.4 15.4 2007A 2008A 2009A 2010A 2011A 2012A 2013E

Strong Growth in Retransmission Revenue Over 50% of MVPD subscriber base renewed at year-end 2011 at significant increases Approximately 2 million subs re-pricing in two deals in Q4 2013 Remaining 4.5 million subs re-pricing between 12/31/14 and 3/31/15 Anticipate significant price increase in each case Gray TV Retransmission Revenue % of Total Revenue 0.4% 0.5% 0.8% 0.9% 5.8% 5.4% 6.6% 8.3% ($ in millions) Long Term Affiliate Contracts with “Big 4” Networks 17 # of Channels Renewal Date 3 12-31-14 12-31-16 10 # of Channels Renewal Date 1 12-31-15 1-1-16 8 # of Channels Renewal Date 12-31-13 5 # of Channels Renewal Date 6-30-14 2 8-31-18 22 11 19 Gray Television, Inc. $1.0 $1.6 $2.4 $3.0 $15.6 $18.8 $20.2 $33.8 2005 2006 2007 2008 2009 2010 2011 2012

20 Gray Television, Inc. Operate web and mobile applications in all markets Focused on local content: news, weather, sports Demonstrated strong growth in page views: ‘05 to ’12: +746% (30.6% CAGR) All sites already converted to responsive design Launched live video streaming in all markets in September 2013 through Syncbak Owns Moms Everyday digital vertical; deployed in each Gray TV market and continues to expand to other markets Successful Digital Media Initiatives % of Total Revenue 2.4% 2.3% 3.1% 3.6% 4.2% 3.9% 6.5% 6.0% Gray TV Digital Media Revenue ($ in millions) $6.4 $7.6 $9.5 $11.9 $11.4 $13.4 $20.1 25.0 2005 2006 2007 2008 2009 2010 2011 2012

21 Gray Television, Inc. Significant Potential Upside from the Monetization of Spectrum Unlocking the Value of Spectrum 42 additional channels of programming (including 49 affiliations 1 ) with key networks including CW, MyNetwork TV, MeTv and Antenna TV $14.9 million in 2012 Revenue $8.2 million in BCF 2 – 55% Margin Opportunity to monetize digital spectrum through more efficient use of spectrum Converting spectrum to a Content Delivery Network via Broadcast Overlay Technology Leasing it to wireless carriers Limited to no near-term interference from potential broadcast spectrum auction and regulatory rulings (1) Certain additional channels are affiliated with more than one network simultaneously. As a result, Gray has 42 additional channels with 49 affiliations (2) Excludes corporate expenses

Industry Overview

23 Gray Television, Inc. Television Continues to be the #1 Choice for Critical Mass Reach Among Advertisers Source: TVB Media Comparison Study 2012 Program Broadcast Cable Rank Stations TV Total 1-25 24 1 25 26-50 24 1 25 51-75 24 1 25 76-100 24 1 25 Total 96 4 100 TV is the Most Influential Local Media 96 of the Top 100 Rated Programs are Broadcast Programs (P18-49) 88% 73% 59% 36% 28% 25% 12% Television Internet Radio Newspaper Mobile Phone Magazines Tablet Primary Source of News Broadcast TV 52.2% Cable News Networks 20.6% Internet 22.7% Newspapers 0.6% Radio 3.9% Most Influential of All Media Television 52.1% Newspapers 10.5% Radio 3.8% Magazines 8.9% Internet 11.4% Mobile 0.5% Outdoor 0.5% Other 12.3% Source of Local Weather, Traffic and Sports Broadcast TV 49.7% Internet 17.1% Radio 6.5% Public TV 6.7% Cable News Networks 3.6% Newspapers 2.4% Mobile / Other 14.0% Note: Based on 2013 season NTI Live + Same Day estimates. Ranked by average audience % (ratings); in the event of a tie, impressions (000's) are used as a tiebreaker. Ad-Supported Subscription television only. Programming under 5 minutes excluded Source: TVB TV Reaches More People than Any Other Medium

Strong Growth on Other Key Revenue Streams Industry-wide Political Spend on Local TV 1 (1) Based on Local Broadcast TV political advertising only (excludes Local Cable TV) Source: Magna Global and SNL Kagan Strong Growth in Retransmission Revenue Changing Composition of Television Revenue Ad Revenue Gross Retrans Revenue Online Revenue Other Revenue ($ in billions) CAGR 19% 14% Gross Retrans Net Retrans Record level of political in 2012 and estimates for 2014 and 2016 project continued growth TV broadcasting captures 35% of viewers but only 7% of Retransmission Fees $1.5 $1.7 $2.1 $2.8 $3.2 $3.7 2006A 2008A 2010A 2012A 2014E 2016E ($ in billions) Net Retransmission Revenue as % of Gross Retransmission Revenue: 92% 79% 75% 71% 68% 68% 67% 67% $1.8 $2.4 $3.0 $3.6 $4.3 $4.9 $5.5 $6.1 $1.6 $1.9 $2.3 $2.6 $2.9 $3.3 $3.7 $4.0 2011A 2012E 2013E 2014E 2015E 2016E 2017E 2018E 96% 1% 2% 1% 2006A 85% 9% 5% 2012A 77% 16% 6% 2016E 24 Gray Television, Inc.

25 Gray Television, Inc. Significant Asset Value and Transaction Synergies for Television Broadcasters Source: Company filings, SNL Kagan and Wall Street research Average Blended Seller EBITDA Multiple of ~9.3x 10.0x 10.1x 8.3x 10.0x 8.3x 10.0x 10.1x 10.4x 6.2x 7.8x 12.4x 7.9x 8.9x 7.9x 9.2x 10.5x 10.2x 8.5x 9.7x Sinclair / Four Points (9/2011) Scripps / McGraw-Hill (10/2011) Sinclair / Freedom (11/2011) LIN / New Vision (9/2012) Nexstar / Newport (7/2012) Sinclair / Newport (7/2012) Cox Media / Newport (7/2012) Journal / Landmark (9/2012) Sinclair / Cox (2/2013) Sinclair / Barrington (2/2013) Sinclair / Fisher (4/2013) Nexstar / CCA (4/2013) Sinclair / Titan (4/2013) Media General / Young (6/2013) Gannett / Belo (6/2013) Tribune / Local TV (7/2013) Sinclair / Allbritton (7/2013) Nexstar / Citadel & Stainless (9/2013) Sinclair / New Age (9/2013) Stage 1: “Low hanging fruit” Stage 2: “Merger of smaller equals” Stage 3: “Merger of larger equals” Stage 4: “Station Swaps” TV broadcasting M&A activity has ramped up considerably Sizeable individual transactions in 2013 at attractive valuations Significant transaction synergies M&A Consolidation Stages

Financial Overview

27 Gray Television, Inc. (1) Operating Cash Flow as defined in Senior Credit Facility (2) Net of proceeds from asset sales or dispositions and insurance proceeds Historical Financial Overview – Continued Growth Net Revenue Operating Cash Flow 1 Capital Expenditures 2 % Margin 32% 36% 26% 39% 32% 43% % of Rev 8% 5% 7% 5% 7% 6% YOY Growth ($ in millions) ($ in millions) ($ in millions) ) $307 $327 $270 $346 $307 $405 2007 2008 2009 2010 2011 2012 $99 $119 $71 $136 $97 $174 2007 2008 2009 2010 2011 2012 $25 $16 $18 $19 $21 $23 2007 2008 2009 2010 2011 2012 (12%) 6% 14% 17% 6% (17%) 2YOY Growth 32% 28% (11%)

28 Gray Television, Inc. % of OCF 8% 42% N/M 37% 19% 54% FCF/Share² $0.17 $1.04 N/M $0.92 $0.32 $1.64 $8 $50 ($15) $50 $18 $94 2007 2008 2009 2010 2011 2012 Free Cash Flow 1 ($ and shares in millions) Record Free Cash Flow in 2012 (1) Free Cash Flow defined as Operating Cash Flow less cash interest, cash taxes and capital expenditures (2) Based on weighted average basic shares outstanding Record free cash flow of $94 million in 2012 2012 OCF conversion rate into FCF: 54% Equity value creation through strong free cash flow generation Significant NOLs expected to shield cash taxes in the near-term Trades at a discount to peers on a free cash flow basis with significant potential upside

29 Gray Television, Inc. Net Debt $770 $794 $828 $832 $824 $812 Net Debt + Preferred $870 $913 $881 $872 $824 $812 L8QA OCF $109 $95 $104 $117 $136 $139 7.1x 8.4x 8.0x 7.1x 6.1x 5.8x 8.0x 9.6x 8.5x 7.5x 6.1x 5.8x 2008 2009 2010 2011 2012 6/30/2013 Net Debt / OCF Net Debt + Preferred / OCF De-levered by over $100 million (~3.8x) between December 2009 and June 2013 Consistently reduced weighted average cost of debt Gray now generates significant free cash flow in both political and non-political years ($ in millions) Financial Leverage at Five Year Low (1) Leverage shown on a two year blended basis to account for biennial shifts in political revenues Net Financial Leverage 1

30 Gray Television, Inc. Prudent Cost Management and Increasing Margins Increasing Operating Cash Flow Margins Gray TV continues to grow operating margins through identified operational efficiencies As of December 31, 2012, reduced total number of employees by 367, or 15%, since December 31, 2007 Decreased operating costs by converting to digital 1.23% TV Expense CAGR from 2007 – 2012 36% 39% 43% 2008 2010 2012

31 Gray Television, Inc. $43 $51 YTD 2011 YTD 2013 ($5) $13 YTD 2011 YTD 2013 YTD 6/30/2013 Operating Performance Update Strength in revenue driven by automotive and retransmission, etc. Local revenue +3% vs. 2012 and +6% vs. 2011 National Revenue +4% vs. 2012 and +8% vs. 2011 OCF +28% from 2010 to 2012 and +18% from YTD 2011 to YTD 2013 Net Revenue YTD 2013 Highlights Operating Cash Flow ($ in millions) ($ in millions) ($ in millions) Free Cash Flow (1) YTD signifies year to date June 30th $146 $163 YTD 2011 YTD 2013

32 32 Gray Television, Inc. Capitalization Overview Current and Pro Forma Capitalization ($ in Millions) Actual Pro Forma 1 6/30/2013 6/30/2013 Cash and Cash Equivalents $23.4 $23.4 $40MM Revolver due 2017 $0.0 $0.0 Term Loan B due 2019 (L+350 2 / 1.0% LIBOR Floor) 535.0 159.0 Total First Lien Debt $535.0 $159.0 7.500% Senior Unsecured Notes due 2020 300.0 675.0 Total Debt $835.0 $834.0 Net Debt $811.6 $810.6 Market Capitalization 3 $484.1 $484.1 Total Capitalization $1,319.1 $1,318.1 6/30/2013 L8QA OCF 4 $139.5 $139.5 6/30/2013 LTM OCF 5 $158.9 $158.9 Total First Lien Debt, Net Cash / L8QA OCF 3.7x 1.0x Total Debt, Net Cash / L8QA OCF 5.8x 5.8x Total First Lien Debt, Net Cash / LTM OCF 3.2x 0.9x Total Debt, Net Cash / LTM OCF 5.1x 5.1x (1) Pro forma for October 2013 $375 million add-on to the 7.500% Senior Notes (2) Step down from L+375 at 6/30/13A due to paydown of Term Loan B (3) Based on 10/11/2013 GTN share price of $8.33 and 58.1 million shares outstanding (combines GTN and GTN.A) (4) OCF as defined in the existing Credit Agreement for the last eight quarters on an annualized basis (5) OCF as defined in the existing Credit Agreement for the last twelve months

33 Gray Television, Inc. SAFE-HARBOR Certain statements in this presentation constitute “forward-looking statements” within the meaning of and subject to the protections the Private Securities Litigation Reform Act of 1995 and other federal and state securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such “forward-looking statements.” See the Company’s website www.gray.tv for reconciliations of GAAP to non- GAAP data. Reconciliations of broadcast cash flow, broadcast cash flow less cash corporate expenses and free cash flow to GAAP data is included in the financial reports section of the www.gray.tv website.