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Gray Television, Inc. Investor Presentation NYSE:GTN April 2015 1 Disclaimer Certain statements in this presentation constitute “forward-looking statements” within the meaning of and subject to the protections of 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.” Factors that could cause our actual results to differ materially from those expressed or implied by any forward-looking statements are described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 and may be contained in our other reports subsequently filed with the SEC. See the appendix to this presentation for the definition of certain capitalized terms used herein. Reconciliations of the Company’s non-GAAP measures of broadcast cash flow, broadcast cash flow less cash corporate expenses, operating cash flow as defined in the credit agreement, and free cash flow are contained in the appendix Gray Television, Inc. 2 2 Overview An Industry Leading Power 3 Gray TV has a Diverse and National Footprint Ranked #1 or #2 in 41 of 44 Markets Reaching approximately 8% of US TV households (1) Great Falls, MT Sioux Falls, SD Lincoln, NE North Platte, NE Rockford, IL Lansing, MI Helena, MT Rapid City, SD Fargo, ND Wausau - South Bend, IN Omaha, NE Bismarck, ND Rhinelander, WI Flint, MI Toledo, OH La Crosse - Madison, WI Eau Claire, WI Parkersburg, WV Casper, WY Lexington, KY Cheyenne, WY Harrisonburg, VA Reno, NV Charleston-Huntington, WV Topeka, KS Charlottesville, VA Hazard, KY Grand Junction, CO Greenville - New Bern - Washington, NC Colorado Springs - Pueblo, CO Knoxville, TN Wichita - Hutchinson, KS Bowling Green, KY Sherman, TX - Ada, OK Augusta, GA Alexandria, LA Albany, GA Laredo, TX Monroe, LA Dothan, AL Tallahassee, FL - Thomasville, GA Gray TV Station State Capital in DMA Waco-Temple - Bryan, TX Panama City, FL Meridian, MS (1) Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc. 4 4 Significant Scale Poised for Long-Term Success Net Revenue BCF OCF FCF 2014 PF (in millions)(1) $572 $251 $229 $123 140 program streams 10 channels: 76 “Big 4” network affiliations 6/30/17 26 channels: 77 stations 8/31/19 44 markets 3 channels:12/31/17 13 14 markets with two “Big 4” channels:12/31/18 network affiliations 24 channels: 2 markets with three “Big 4” 12/31/18 network affiliations (1)Pro Forma for all 2014 acquisitions Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc. 5 5 . Dominate local and political The Importance of Being #1 revenue with highly-rated news platforms Price . #1 Stations Can secure more than Leadership half of a market’s political ad buys Share of Market Ad $ Network and . Greater purchasing power and News RatingsHighly leverage with MVPDs, Ranked News programmers, and other vendors Reinvest Share of Franchises in Market Ad $ Drive Traffic Business . Deliver higher margins . Maximize free cash flow Network and . Exploit best practices News Ratings . Attract and retain high quality talent . Leverage new Washington DC Bureau Source: Nielsen Media Research Gray Television, Inc. 6 6 Gray Dominates the Industry with the Highest Quality Portfolio of Local Television Stations 41 of 44 markets with stations ranked #1 or #2 28 of 44 markets with #1 news ranking Only pure-play TV broadcaster with a full-time Washington DC Bureau Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc. 7 7 The Importance of Being #1 Long History of Being #1 in the Market 14 13 13 13 14 12 10 11 11 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 10/'11 11/'12 12/'13 13/'14 CBS National Ranking 1 1 2 1 1 1 1 1 1 17 15 14 13 12 13 11 11 11 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 '10/'11 11/'12 12/'13 13/'14 NBC National Ranking 3 3 4 4 4 4 4 3 3 6 5 5 5 5 5 5 5 4 '05/'06 '06/'07 '07/'08 '08/'09 '09/'10 '10/'11 11/'12 12/'13 13/'14 ABC National Ranking 2 2 2 3 2 2 2 2 2 Source: Nielsen Media Research Gray Television, Inc. 8 8 Gray’s Stations Over-Index Every Major Network CBS vs. Gray November ’14 Household Share 17 CBS, NBC, and ABC perform +73%14 12 12 11 Amount10 by which Gray’s9 far better on Gray’s stations late local newscasts 5 than national averages outperform the national across all key day-parts Theaverage… Morning Network News Prime (Mon- The Late Show Show Sun) +66% Gray Amount by which Gray’s NBC vs. Gray ABC vs. Gray 6PM newscastsNovember ’14 Household Share November ’14 Household Share outperform the national 28 26 30 average… 18 23 13 11 11 16 14 9 7 11 10 12 Gray’s national 5 Household Share averageThe TodayexceedsNetwork all News Prime (Mon– The Tonight Good Morning Network News Prime (Mon- Jimmy Kimmel major affiliateShow news Sun) Show America Sun) / Nightline programs NBC Gray Gray Source: Nielsen Media Research, November 2014 Gray Television, Inc. 9 9 Gray Dominates Local News and Information +73% National Average vs. Gray Amount by which Gray’s late November ’14 Household Share local newscasts outperform the national average… 25 +66% 19 Amount by which Gray’s 6PM 15 newscasts outperform the 11 national average… Gray’s national 6PM News Late News Household Share average exceeds all major affiliate NSI National Average Gray Average of All Stations news programs Source: Nielsen Media Research, November 2014 Gray Television, Inc. 1010 Gray Leads the Industry in Ratings Household Rating Analysis – November 2014 5.4 5.2 4.9 4.9 4.4 4.1 3.9 3.8 3.7 3.6 3.3 3.2 3.1 2.7 2.5 Cox Raycom Media Hearst Meredith Gannett ABC O&O Sinclair Viacom-CBS Nexstar Tribune Scripps NBC O&O Fox General Source: Nielsen Media Research, November 2014; M-Sun/6a-2a Gray Television, Inc. 1111 Gray Leads the Industry in Political Ad Revenues 2014 Political Revenue Per TV Household $9.04 $4.40 $4.02 $3.63 $3.51 $3.45 $3.27 $1.75 (1) (2) (3) (4) (5) (6) (7) (8) Gray Gannett Media General Meredith Scripps Nexstar Sinclair Tribune 2014 Political Revenue ($mm) $85 $160 $111 $46 $76 $56 $147 $90 2014 TV Households (mm) 9.4 36.4 27.6 12.7 21.6 16.2 45.0 51.7 Source: Company filings, Investor presentations, BIA data (1) Pro Forma for all 2014 Acquisitions (5) Scripps pro forma for Journal; Reported in Scripps’ and Journal’s 2014 10-Ks (2) Pro Forma for Belo and London transactions (6) Political revenue on gross “as reported basis” net of implied % agency commission; TV (3) Media General pro forma for LIN; Reported in Media General’s Investor Presentation dated 3/12/2015 Households incorporate closed acquisitions only; Reported in Nexstar’s 2014 10-K (4) Based on Calendar year ending 12/31/14; Fiscal year ends 6/30 (7) On a Pro Forma basis; Reported in Sinclair’s March 2015 Investor Presentation (8) As reported in Tribune Media Company’s 2014 Earnings Presentation and Earnings Call Gray Television, Inc. 1212 Gray Excels at Retrans Gray TV Retransmission Revenue in Millions . Approximately 9.6 million Big-4 Affiliate 180.0 Retransmission Revenue subscribers total across all markets Network “Reverse Comp.” 162.8 “Net Retransmission Revenue” 148.0 90.0 . Approximately 0.8 million Big-4 Affiliate subscribers will re-price by 12/31/2015 81.4 70.0 . Approximately 3.8 million Big-4 Affiliate subscribers will re-price by 12/31/2016 85.1 . Approximately 5.0 million Big-4 Affiliate 74.9 subscribers will re-price between 12/31/17 57.1 23.7 and 6/30/18 19.6 39.8 33.8 13.5 81.4 90.0 5.6 7.6 78.0 55.3 61.4 43.6 28.2 32.2 1.0 1.6 2.4 3.0 15.6 18.8 20.2 (1) Gray actual data per Company; 2013PF and 2014 PF includes the Acquisitions prior to the Twin Falls acquisition (2) 2015 per current Company estimate. 2016 & 2017 assume 10% per annum growth in Retransmission Revenue and Network Affiliation fees (a.k.a. “Network Reverse Compensation”) equal to 50% of retransmission revenue. Actual results may vary from current estimates. Gray Television, Inc. 1313 Gray TV Leads Industry In Operating Margins 2014 EBITDA Margins (1) 40% (2) 37% (3) 36% 35% 33% 31% (4) 25% (5) 18% (6) 10% Gray Television Nexstar Sinclair Media General Entravision Tribune Gannett Meredith Scripps Company Source: Company filings, Investor presentations Note: Based on “as-reported” financials for all companies except Gray TV and Media General, which are reported on a “combined historical” basis (1) Based on 2014 pro forma Operating Cash Flow (2) Based on Non-GAAP reconciliation available on Sinclair Broadcasting’s website (3) Media General pro forma for LIN, including $16 million in Young synergies and $35 million in LIN run rate synergies; Reported in Media General’s Investor Presentation dated 3/12/2015 (4) Based on consolidated revenue and EBITDA (5) Based on consolidated revenue and EBITDA and calendar year ending 12/31/14; Fiscal year ends 6/30 (6) Based on consolidated revenue and EBITDA; Calculated as segment profits less corporate and pension plan expense; Reported in Scripps’ 2014 10-K Gray Television, Inc.
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  • NEWS RELEASE Gray Closes Hoak Acquisition and Completes Refinancing of Its Senior Credit Facility

    NEWS RELEASE Gray Closes Hoak Acquisition and Completes Refinancing of Its Senior Credit Facility

    NEWS RELEASE Gray Closes Hoak Acquisition and Completes Refinancing of its Senior Credit Facility Atlanta, Georgia – June 13, 2014. Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN and GTN.A) today announced that it completed a series of transactions (the “Hoak Acquisition”) that resulted in Gray acquiring 12 television stations and programming of three additional television stations from Hoak Media, LLC (“Hoak”) and Parker Broadcasting, Inc. (“Parker”). In addition, Gray completed the refinancing of its senior credit facility, which now consists of a seven-year $525 million term loan facility and a five-year $50 million revolving credit facility. The proceeds from the term loan were used primarily to complete the Hoak Acquisition for approximately $306 million including working capital adjustments and to refinance $159 million outstanding under our previously existing term loan, pay transaction fees and expenses, and for other general corporate purposes. We did not draw any amounts under the refinanced revolving credit facility. The Hoak Acquisition significantly expanded Gray’s growing portfolio of market-leading owned and/or operated television stations with the acquisition of the following television stations: MARKET STATION AFFILIATION MARKET RANK KSFY ABC Sioux Falls, SD 111 KABY* ABC Sioux Falls, SD 111 KPRY* ABC Sioux Falls, SD 111 KVLY NBC Fargo-Valley City, ND 116 KNOE CBS Monroe- El Dorado, LA 137 KFYR NBC Minot-Bismarck-Dickinson, ND 145 KMOT* NBC Minot-Bismarck-Dickinson, ND 145 KUMV* NBC Minot-Bismarck-Dickinson, ND 145 KQCD* NBC Minot-Bismarck-Dickinson, ND 145 KALB NBC/CBS Alexandria, LA 179 KNOP NBC North Platte, NE 208 KIIT-LP FOX North Platte, NE 208 * satellite station When announcing the Hoak Acquisition on November 20, 2013, Gray reported that Excalibur Broadcasting, LLC (“Excalibur”) would acquire five television stations in existing or future Gray markets from Hoak, Parker, and Prime Cities Broadcasting, Inc.