#1gray Television Digital • Mobile Gray Television, Inc. Investor Presentation NYSE:GTN WKYT Kakeland 3 WECPT 18 KEVN WCTV NEWS WITN NEWS3 HD gray 15 wymt tv BKO KJCTB.com WSAZ valleynewslive.com NEWSPLEX WOCH News Channe KSFY- STUB2 CBS 5 Washington News Bureau 13 10 NEWS 12 KOLO nowsNow C KNOW MORE NBC FOX 11 KHOP-TV NEBRASKA WILK 10 10 VIER H TheNewsCenter 47 FOX M WRGX WIMWE KKTV 11 313 NEWS 813 WEST FOX 12 DAKOTA 6 WOWCA April 2015#2Disclaimer gray Television Disital Mobile 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#3gray D Television Digital • Mobile WKYT Kakeland 3 WECP 18 m Overview An Industry Leading Power WCTV NEWS 15 WITIN NEWS3 HD 101010 wymt tv BKO KEVN KJCTB.com C WSAZ valleynewslive.com KHOP-TV NEWSPLEX WOCH News KSFY- Channe CIS 5 502 NBC FOX 11 NEBRABKA NEWS 10 FINEWS KNOW MORE gray Washington News Bureau WINDU HD TheNewsCenter $47 FOE M 13 RAL WILK VIER WRGX WIVVE KKTVS 11 313 8 13 WEST FOX 12 KOLO8: 7864.1. 11 HO 6 WOWCA#4Gray 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 Osi FOX Rockford, IL Lansing, MI Helena, MT Rapid City, SD FOX abc Fargo, ND Bismarck, ND FOX Omaha, NE Wausau - Rhinelander, WI Flint, MI abc La Crosse - Eau Claire, WI Madison, WI Casper, WY Cheyenne, WY Reno, NV abc Topeka, KS Grand Junction, CO abc Colorado Springs - Pueblo, CO Wichita - Hutchinson, KS Gray TV Station abc gray Television Digital Mobile South Bend, IN Toledo, OH obc Parkersburg, WV SO FOX Lexington, KY gray Washington News Burou Harrisonburg, VA abc FOX Charleston-Huntington, WV Charlottesville, VA abc FOX Hazard, KY Greenville - New Bern - Washington, NC Knoxville, TN Bowling Green, KY abc FOX Sherman, TX - Ada, OK O FOX Augusta, GA Alexandria, LA Albany, GA Laredo, TX abc Monroe, LA Dothan, AL O abc O Tallahassee, FL - Thomasville, GA State Capital in DMA Waco-Temple - Bryan, TX O Panama City, FL Meridian, MS abc (1) Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc.#5Significant Scale Poised for Long-Term Success gray Television Digital Mobile Net Revenue BCF OCF FCF 2014 PF (in millions) (1) $572 $251 $229 $123 140 program streams 76 "Big 4" network affiliations 77 stations FOX 10 channels: 6/30/17 44 markets 14 markets with two "Big 4" abc 3 channels: 12/31/17 13 channels: 12/31/18 network affiliations 2 markets with three "Big 4" network affiliations (1)Pro Forma for all 2014 acquisitions Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc. OCBS 26 channels: 8/31/19 NBC 24 channels: 12/31/18 5#6The Importance of Being #1 Price Leadership Share of Market Ad $ Highly Ranked News Franchises Drive Traffic Reinvest in Business Source: Nielsen Media Research Gray Television, Inc. Network and News Ratings gray Television Disital Mobile ☐ Dominate local and political revenue with highly-rated news platforms #1 Stations Can secure more than half of a market's political ad buys Greater purchasing power and leverage with MVPDS, programmers, and other vendors Deliver higher margins ☐ Maximize free cash flow ☐ Exploit best practices Attract and retain high quality talent Leverage new Washington DC Bureau 6#7Gray 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 gray Washington News Bureau Prior to the pending Twin Falls acquisition (announced 3/12/2015) Gray Television, Inc. gray Television Disital Mobile 7#8The Importance of Being #1 Long History of Being #1 in the Market OCBS 14 14 13 13 13 12 11 11 10 '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 13 12 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 abc сл 5 5 сл 5 6 5 5 5 5 '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 gray Television Digital Mobile#9Gray's Stations Over-Index Every Major Network CBS vs. Gray November '14 Household Share 14 10 9 17 12 12 11 5 The Morning Show Network News Prime (Mon- Sun) The Late Show 13 26 CBSO■Gray NBC vs. Gray November '14 Household Share 28 11 9 11 7 CBS, NBC, and ABC perform far better on Gray's stations than national averages across all key day-parts 18 16 The Today Show Network News Prime (Mon- Sun) The Tonight Show ■Gray Source: Nielsen Media Research, November 2014 Gray Television, Inc. 30 ABC vs. Gray November '14 Household Share 11 23 23 14 12 10 5 gray Television Digital Mobile Good Morning Network News Prime (Mon- Jimmy Kimmel America Sun) / Nightline abc ■Gray 6#10Gray Dominates Local News and Information +73% Amount by which Gray's late local newscasts outperform the national average... National Average vs. Gray November '14 Household Share +66% Amount by which Gray's 6PM newscasts outperform the national average... Gray's national Household Share average exceeds all major affiliate news programs Source: Nielsen Media Research, November 2014 Gray Television, Inc. 15 25 25 6PM News 11 19 Late News ■NSI National Average ■Gray Average of All Stations gray Television Digital Mobile 10 10#11Gray 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 gray Television Digital Mobile 27 2.7 2.5 gray Cox Raycom Media General Hearst Meredith Gannett ABC O&O Sinclair Viacom-CBS Nexstar Tribune Scripps NBC O&O Fox Source: Nielsen Media Research, November 2014; M-Sun/6a-2a Gray Television, Inc. 11#12Gray Leads the Industry in Political Ad Revenues gray Television Digital Mobile 2014 Political Revenue ($mm) 2014 TV Households (mm) $9.04 2014 Political Revenue Per TV Household $4.40 $4.02 $3.63 $3.51 $3.45 $3.27 $1.75 (2) (3) (4) (5) (6) (7) (8) gray Gannett Media General Meredith Scripps Nexstar Sinclair Tribune Tension Digital Mobile $85 $160 $111 $46 $76 $56 $147 $90 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) (2) Pro Forma for Belo and London transactions (6) (3) Media General pro forma for LIN; Reported in Media General's Investor Presentation dated 3/12/2015 (4) Based on Calendar year ending 12/31/14; Fiscal year ends 6/30 ཆེསྱེ (7) Gray Television, Inc. Scripps pro forma for Journal; Reported in Scripps' and Journal's 2014 10-Ks Political revenue on gross "as reported basis" net of implied % agency commission; TV Households incorporate closed acquisitions only; Reported in Nexstar's 2014 10-K 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 12#132005 2006 Gray Excels at Retrans Gray TV Retransmission Revenue in Millions Approximately 9.6 million Big-4 Affiliate subscribers total across all markets Approximately 0.8 million Big-4 Affiliate subscribers will re-price by 12/31/2015 Approximately 3.8 million Big-4 Affiliate subscribers will re-price by 12/31/2016 Approximately 5.0 million Big-4 Affiliate Retransmission Revenue Network "Reverse Comp." 180.0 162.8 "Net Retransmission Revenue" 148.0 90.0 81.4 70.0 85.1 74.9 subscribers will re-price between 12/31/17 and 6/30/18 157.1 23.7i 19.6 33.8 39.8 13.5 7.6 5.6 78.0 81.4 90.0 55.3 61.4! 43.6 1.0 1.6 2.4 3.0 15.6 18.8 20.2 28.2 32.2 2007 2008 2009 2010 2011 2012 2013 2014 2013PF (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. 2014PF 2015 Estimate 2016 Estimate (z) 2017 Estimate 13 gray Television Disital Mobile#14Gray TV Leads Industry In Operating Margins gray Television Digital Mobile (1) 40% 2014 EBITDA Margins (2) (3) 37% 36% 35% 33% 31% (4) 25% (5) 18% (6) 10% Nexstar Sinclair Media General Entravision Tribune gray Gannett Company Meredith Scripps T (1) (2) Based on Non-GAAP reconciliation available on Sinclair Broadcasting's website (3) (4) 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 Based on 2014 pro forma Operating Cash Flow 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 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. 14#1544% Significant Opportunity for Continued Growth 38% 31% 23% 19% 18% 18% FCC U.S. TV Household Cap: 39% gray Television Digital Mobile 13% 11% 11% 8% 6% 4% 4% 3% 3% 3% 2% 2% 2% 1% 1% Tribune Sinclair Gannett Media Hearst General EW Scripps Nexstar Raycom Cox Meredith gray Graham Weigel Holdings Hubbard Sunbeam Calkins Quincy Bahakel Schurz Media Dispatch Capital Drewry Source: Company filings, BIA, company websites Note: Excludes Big Four networks Gray Television, Inc. 15#16gray D Television Digital • Mobile SWKYT Kakeland 3 WECPT 18 n WCTV NEWS Investment Highlights WITN NEWS3 HD 15 wymt tv Bкα KEVN KJCTB.com CU WSAZ valleynewslive.com WOCH NBC FOX 11 2 NEBRABKA KHOF-TW KIT - NORTH PLAITI NEWSPLEX KSFY- CBS5 12 with.com gray Washington News Bureau un LOCAL TheNewsCenter 8:47 FOX D 13 WILK 10 10 WRGX WEST AVIER WINVE NEWS KKTVE 11 13 8 13 NEWS AGVE IV DAKOTA FOX Blad 312 2850.1 10 NEWS 12 KOLO8 2 KNOW MORE. CA#17Investment Highlights ✓ A Leading Television Broadcaster in Diverse Mid-Markets with Dominant Market Positions ✓ Improving Advertising Market and Diversification of Revenue Mix ✓ Large Political Upside in Presidential Election Years with Presence in Key States gray Television Digital Mobile ✓ 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 with a Track Record of Accretive Transactions and Successful Integrations Gray Television, Inc. 17#18Highly Experienced Senior Management Name Hilton H Howell, Jr. Years at Gray TV Years in Industry Director, Vice Chairman, 22 President & CEO 22 22 James C. Ryan 16 30 SVP & CFO Kevin P. Latek SVP-Business Affairs 3 18 Nick Waller SVP Mid-Atlantic & South 13 13 Bob Smith 14 29 SVP Midwest & West 29 Jason Effinger SVP Media & 14 Technology Gray Television, Inc. 24 24 gray Television Digital Mobile Background and Notable Achievements 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 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 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 Affiliates Board; former member of, and previously counsel to, Fox Affiliate Board of Governors 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 Started as an account executive at Gray TV in Eau Claire, Wisconsin in 1986 Served as SVP since July 2013 and served in various roles from 1986 - 2013 at Gray TV Has served on the Board of Directors of the Wisconsin Broadcaster Association, among others Joined Gray TV in 2001 as a station manager Served as SVP since July 2013 and served as Regional VP prior to that Serves as Vice Chair of the Nebraska Broadcasters Association 18#19Acquisitions Announced and Closed in 2014 Significantly Increased Scale and Margins $427 As Reported Summary Financial Metrics '13A/'14A Blended 2-Year Averages In Millions Pro Forma For All 2014 Acquisitions $175 $154 $67 $522 $215 $200 $97 Revenue BCF OCF FCF Revenue BCF OCF FCF % Margin 41% 36% 44% (2) % Margin 41% 38% 48% (2) Gray Television, Inc. gray Television Digital Mobile 19#20How Does Gray Grow... $175.6 million (1) common equity raised March 31, 2015 • 13.5 million shares of Gray Common Stock issued at $13.00 per share • Intend to seek Free Cash Flow accretive acquisitions December 31, 2014 ($ in millions) Actual $ As Adjusted(2) Cash $30.8 $198.1 Total Debt @ par 1,231.4 1,231.4 Market Equity 760.5(3) 936.2(4) Market Capitalization 1,991.9 2,167.6 Debt net cash $1,200.6 $1,033.3 (1)Gross proceeds; estimated net proceeds after underwriting discounts, fees and expenses $167.3 million. (2) Adjusted for Gray equity issuance of Common Stock 3-31-2015. (3) Combined Common Stock and Class A Common Stock totaling 58.5 million shares at $13.00 per share. (4) Total shares outstanding adjusted for issuance of 13.5 million shares of Common Stock at $13.00 per share. Gray Television, Inc. gray Television Digital Mobile 20#21Diversification Across Networks and Markets gray Television Digital Mobile Station Mix 140 Total Program Streams: 76 Big 4 Affiliates: 26 CBS 2014PF Revenue by Affiliate: $572mm (1) FOX All Secondary Channels & Other 2% 3% 2014PF BCF by Affiliate: $251mm (1), (3) FOX abc 3% All Secondary Channels & Other 1% 24 NBC 16 ABC 10 FOX 73 Additional Program Streams: (2) 17 CW 2 Telemundo 17 MyNetwork TV 17 MeTV Network 6 Antenna TV abc 19% NBC 37% CBSO 15% 39% NBC 41% CBSO 40% 2 This TV Network 1 MOVIES! Network 1 Heroes and Icons 10 Local News/Weather No single market represents >10% of total revenue or BCF (1) (2) Pro forma for the Acquisitions, excluding the pending Twin Falls acquisition Certain program channels are affiliated with more than one additional network simultaneously (3) Excludes corporate expenses Gray Television, Inc. 21 21#22Stable Markets Concentration on DMAs 61-209 - with Focus on State Capitals / Collegiate Presence gray Television Digital Mobile Gray stations cover 12 state capitals and 24 university towns Enrollment of approximately 547,000 students Market Waco, TX College(s) Topeka, KS AMB Lansing, MI 50 STATE Tallahassee, FL Florida A&M 43 Madison, WI Approximate Enrollment Market 75 Reno, NV ◉ Better demographics, more stable economies College(s) Approximate Enrollment 20 53 Harrisonburg, VA JMU 20 50 Sioux Falls, SD 13 JACKRABBITS A UNITE Cheyenne, WY 11 43 Charleston-Huntington, WV 10 Lexington, KY 30 Monroe, LA 9 ULM Knoxville, TN T 27 Flint, MI M 9 FLINT Lincoln, NE 25 Hankers Colorado Springs, CO FALCONS 9 Greenville, NC 22 South Bend, IN 8 PIARTES Toledo, OH UT 21 Bismarck, ND 4 Mystics Charlottesville, VA V 21 Great Falls, MT University of Great Falls GREAT FALLS COLLEGE MONTANA STATE UNIVERSITY 2 Bowling Green, KY WKU 21 Helena, MT 1 Source: College/University website Note: Shading indicates DMA includes state capital. Enrollment in thousands. Gray Television, Inc. 20 22#23Revenue Mix Continues to Diversify gray Television Digital Mobile Growth in net revenue, driven by increases in core revenue, political, retransmission and internet revenues - Revenue mix continues to diversify from traditional ad-based sources to new media – internet and subscriber driven - and retransmission revenue Diversification lowers overall revenue volatility 2010A Net Revenue Mix: $346mm (1) 2014A Net Revenue Mix: $508mm (1) 2014PF Net Revenue Mix: Other Internet 6% 2% Other 4% Internet 4% National 13% National 17% Retransmission 5% (1) Local 53% Political 17% Retransmission 15% Political 16% Local 48% 2010A and 2014A reflect Gray actual data per Company; 2014PF includes the Acquisitions other than Twin Falls Gray Television, Inc. $572mm (1) Internet 5% Other 3% National 13% Local 49% Retransmission 15% Political 15% 23#24Gray is a Leading Beneficiary of Political Revenue with Large Upside in Presidential Years Gray TV Political Revenue in Millions (1), (2) $82 $58 $86 New Record New Record $48 Presidential Year Non- Presidential Year $118 $85 2008 2010 2012 2014 2012PF 2014PF 2012PF and 2014PF includes Gray and the Acquisitions (except the Twin Falls acquisition) and assumes 15% agency commission discount on gross political revenues for the Acquisitions Gray Television, Inc. gray Television Digital Mobile +4 24#25November 8, 2016 Elections 4 5 Ballot Initiatives & Referendums 1 Presidential Primaries & General State & Local Races ELECTION 2016 *** Source: Politico.com, CenterForPolitics.org. Gray Television, Inc. Gubernatorial Races 3 Federal Races gray Television Digital Mobile Open Presidential Contest Gray Markets in 7 out of 9 2012 Swing States 34 Senate Races 9 Competitive Races in Gray Markets (CO, FL, GA, IL, IN, NV, NC, OH, WI) 2 535 House Races 7 Competitive Races in Gray Markets (FL, IN, MI, MN, NE, NV) 11 Gubernatorial Races 4 Competitive Races in Gray Markets (IN, MT, NC, WV) 25#26gray Television Digital Mobile Successful Digital Media Initiatives Operate web and mobile applications in all markets Focused on local content: news, weather, sports All sites have converted to responsive design "Moms Everyday" digital vertical; deployed in each Gray TV market and continues to expand to other markets Gray TV Digital Media Revenue in Millions (1) 2009-2014 CAGR: 20% $13.4 $11.4 $29.5 $28.2 $28.1 $25.4 $25.0 $20.1 MomsEveryday Full service digital solutions LOCALX MARKETING Your Local Digital Marketing Experts. 2009 2010 2011 2012 2013 2014 2013PF 2014PF % of Total Revenue 4.2% 3.9% 6.5% 6.2% 7.3% 5.6% 5.9% 5.2% 50% plus margin on digital revenue (1) Gray standalone data per company filings; 2013PF and 2014PF includes the Acquisitions except the pending Twin Falls acquisition Gray Television, Inc. 26#27Significant Potential Upside from Spectrum Monetization Opportunities ■ One of first broadcasters to monetize digital spectrum 69 secondary channels of programming today ■ Opportunities to benefit from the 2016 FCC Broadcast Incentive Auction ■ Potential opportunities from future changes to new broadcast technical standard Growing Secondary (D2) Channels (1) Secondary Channel 2014 Financials ($ in Millions) ■Revenue ■ BCF Other ■Margin $45 abc 2 Channels FOX 2 Channels OCBS 3 Channels ست my 14 Channels 17 Channels 16 Channels 15 Channels MeTV (1) Certain program channels are affiliated with more than one additional network simultaneously Gray Television, Inc. $30 60% $18 61% $27 gray Television Digital Mobile As Reported Combined Historical Basis 27#28gray D Television Digital • Mobile SWKYT Kakeland 3 WECPT 18 n WCTV NEWS Financial Overview WITN NEWS3 HD 15 wymt tv Bкα KEVN KJCTB.com CU WSAZ valleynewslive.com 2 KHOF-TW WOCH NBC FOX 11 NEBRABKA KIT - NORTH PLAITI NEWSPLEX gray un LOCAL TheNewsCenter 8:47 FOX D KSFY- CBS5 Washington News Bureau 13 12 WILX 10 10 WRGX WEST AVIER WINVE NEWS KKTV 11 13 8 13 NEWS AGVE IV DAKOTA FOX Blad 312 2850.1 10 NEWS 12 KOLO8 2 KNOW MORE. CA#29Gray TV's Financial Scale Continues to Increase Net Revenue (1) ■LTM ■L8QA $405 $376 $346 $356 $346 $308 $307 $327 $572 $508 $514 $522 $473 $427 2010 2011 2012 2013 2014 2013PF 2014PF 6% 14% 9% 17% 5% 13% 14% 25% 2% 3% L8QA Growth 3% LTM 2-Yr. Growth 6% Operating Cash Flow (1) ($ in millions) ■LTM $136 $117 $104 $97 ■L8QA $174 $144 $136 $114 $229 $213 $195 $200 $171 $155 Capital Expenditures (1) ($ in millions) Actual CapEx PF CapEx $29 $27 $32 $19 $21 $23 $24 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 2013 PF 2014 PF L8QA Margin 34% 36% 38% 38% LTM Margin 39% 32% 43% 33% 36% 38% 41% 36% 38% % of Revenue (2) 6% 7% 6% 7% 6% 40% % of PF Revenue (3) - 5% 6% 6% (1) (2) Gray actual data per Company; 2013PF and 2014PF include the Acquisitions, except the pending Twin Falls acquisition Gray standalone Capex as a percentage of Gray standalone Revenue (3) PF Capex as a percentage of PF Revenue Gray Television, Inc. gray Television Digital Mobile 29#30Robust Free Cash Flow Generation gray Television Disital Mobile ◉ Gray realized record free cash flow of $95 million in 2014; $123 million pro forma FCF in 2014 Gray's free cash flow is expected to increase with the Acquisitions due to the incremental OCF despite a moderate increase in capital and corporate expenditures Gray will also benefit from ~$160 million in net operating loss carryforwards Presidential Election Year 2012 OCF Buildup (1), (2) ($ in millions) Increase in FCF as % of OCF- 59.5% $254 Non Election Year 2013 OCF Buildup (1), (2) ($ in millions) Increase in FCF as % of OCF Non Presidential Election Year 2014 OCF Buildup (1), (2) 2015 and 2016 FCF Drivers ($ in millions) 40.9% 53.7% $229 Local $171 Increase in FCF as % of OCF 48.7% $195 54.6% $174 34.2% $151 $70 $123 $114 $95 $95 $39 $27 $32 $29 $24 $32 $23 $73 $51 $67 $73 $73 $56 <$1 <$1 <$1 <$1 <$1 2012 <$1 2012PF 2013 2013PF 2014 2014PF ☐ Taxes ☐ Interest Capex, Net ☐ Free Cash Flow ☐ Taxes Capex, Net ☐ Interest Taxes Free Cash Flow Capex, Net (1) Pro Forma interest expense estimated with Pro Forma incremental indebtedness and estimated cash interest (2) Gray actual data per Company; 2012PF, 2013PF and 2014PF figures include the Acquisitions, except the pending Twin Falls acquisition Gray Television, Inc. Presidential Political Net Retransmission NOLS Accretive M&A Interest Free Cash Flow Cost Efficiencies 30#31■ Prudent Balance Sheet Management Leads to Deleveraging Gray has significantly reduced secured and total leverage from historical levels gray Television Digital Mobile Gray's strategic investments have diversified its revenue base, allowing for significant free cash flow in both political and non-political years ($ in millions) Net Financial Leverage (1), (2) ■Secured Net Debt / OCF ■Net Debt/ OCF J Preferred Stock / OCF 8.5x 7.5x Adjusted for Equity Issuance (4) 3.5x 6.1x 6.0x 5.7x 5.17x 3.2x 2.2x 3.4x 4.7x 4.4x 4.0x 3.9x 2.6x 1.0x 2010A 2011A 2012A 2013A 2014PF Net Debt (3) $828 $832 $824 $823 $1,201 2014PF Equity $1,033.3 Net Debt + Preferred Stock $881 $872 $824 $823 $1,201 $1,033.3 L8QA OCF $104 $117 $136 $144 $200 $200 (1) Leverage shown on a two year blended basis to account for biennial shifts in political revenues (2) (3) Gray actual data per company filings; 12/31/14PF includes the Acquisitions, except the pending Twin Falls acquisition Total debt less up to $30 million of cash on hand Total debt less all cash on hand after adjusting for equity issuance of 13.5 million shares of GTN @ $13.00 per share on 3/31/2015 Gray Television, Inc. 31#32Capitalization Overview No near-term debt maturities and ~$80 million of liquidity as of 12/31/14 Current Capitalization 12/31/2014 ($ in millions) Cum. X Cum. Actual $ L8QA OCF(1) X LTM OCF(2) Cash & Equivalents $31 Cash & Equivalents adjusted for equity issue(5) $198.1 Priority Revolver ($50MM) due 2019 0.0x 0.0x Term Loan B due 2021 (LIBOR + 3% with LIBOR Floor of 0.75%) $556 2.8x 2.4x Secured Debt $556 2.8x 2.4x 7.5% Senior Notes due 10/2020, at par value $675 6.1x 5.4x Total Debt $1,231 6.1x 5.4x Net Debt (3) $1,201 6.0x 5.2x Debt Net All Cash(4)(5) $1,033.3 5.17x 4.51x Source: Company financials and management estimates (1) Based on Gray's L8QA 12/31/14 Pro Forma OCF (2) Based on Gray's LTM 12/31/14 Pro Forma OCF (3) Total debt less up to $30 million of cash on hand (4) Total debt less all cash on hand (5) Reflects net cash proceeds of 13.5 million share issuance of GTN on 3/31/2015 at $13.00 per share Gray Television, Inc. $200 $229 gray Television Digital Mobile 32#33gray D Television Digital • Mobile Questions & Answers SWKYT Kakeland 3 WECPT 18 n WCTV NEWS WITN NEWS3 HD 15 wymt tv Bкα KEVN KJCTB.com CU WSAZ valleynewslive.com WOCH NBC FOX 11 2 NEBRABKA KHOF-TW KIT - NORTH PLAITI NEWSPLEX gray un LOCAL TheNewsCenter 8:47 FOX D KSFY- CBS5 Washington News Bureau 13 12 10 NEWS 12 KOLO8 2 KNOW MORE. WILX 10 10 WRGX WEST VIER WINVE NEWS 8 NEWS DAKOTA FOX Blad KKTV 11 13 13 312 11. CA AGVE IV#34gray D Television Digital • Mobile Appendix WKYT Kakeland NEWS WCTV WITN NEWS HD 16 WINDU H WECP 18 m 15 wymt.tv WBKC gray Chann KSFY- CHS5 Washington News Bureau 13 02 132 KEVN KJCTB.com U WSAZ NEWSPLEX valleynewslive.com WOCH NBC FOX 11 KHOP-TV NEBRASKA KIT - NORTH PLATTE WILX 210 10 TheNewsCenter 10 NEWS 2 KOLO KNOW MORE. 47 FOX KWIE WRGX WEST VIER DAKOTA FOX WIIVE KKTV 11 13- 813 LOVE TV KOLOX: 785R1 12 6#35Glossary gray Television Digital Mobile "Acquisitions": "Excalibur" (Excalibur Broadcasting, Inc.): "Gray" (Gray Television, Inc.): "Hoak Media" (Hoak Media, LLC): "Hoak": "Hoak Acquisition": "KJCT": "Lockwood": "Montana": "Operating Cash Flow" or "OCF": "Parker" (Parker Broadcasting, Inc.): "Prime Cities": "Pro Forma" or "PF": "Rapid Cities": "SJL": "Twin Falls": Gray Television, Inc. The Hoak Acquisition and Gray's other previously completed acquisitions of Rapid Cities, Prime Cities, Lockwood, Yellowstone, KJCT, Montana and SJL unless otherwise specified; excludes Twin Falls A television broadcaster with two stations (KJCT, KKHD) whose financial results were consolidated with those of Gray in accordance with GAAP from October 31, 2013 through December 15, 2014 A television broadcast company headquartered in Atlanta, Georgia, that owns and operates television stations and digital properties in markets throughout the United States; its results were consolidated with those of Excalibur under GAAP from October 31, 2013 through December 15, 2014 A television broadcaster from which Gray acquired 12 television stations and the programming of an additional television station on June 13, 2014 Hoak Media and Parker combined, excluding stations divested to Nexstar or Mission Gray's acquisition or operation of 15 Hoak television stations, which closed on June 13, 2014 Station acquired by Excalibur from News-Press and Gazette on October 31, 2013 CW affiliated station WQCW in Charleston, WV, acquired by Gray from Lockwood on April 1, 2014 Three stations acquired by Gray from Intermountain West Communications Company (two stations) and Rocky Mountains Broadcasting (one station) in Q4, 2014 Operating cash flow as defined in Gray's existing senior credit facility; includes Pro Forma adjustments for closed acquisitions. See appendix herein for definition and reconciliations of non-GAAP terms. Certain operating agreements and non-license assets we acquired from Parker Broadcasting, Inc. relating to the Monroe, LA and Fargo, ND markets in September and December 2014, respectively Two stations acquired by Gray from Prime Cities Broadcasting, Inc. on May 1, 2014 Reflects combined historical results, position, or statistics of Gray and the specified acquisitions; pro forma financial results give effect to the specified acquisitions as if they had occurred at the beginning of the relevant period including any financing related to the specified acquisitions Two stations acquired by Gray from Mission TV, LLC on May 1, 2014 Two ABC stations in Flint, MI and Toledo, OH, acquired by Gray from affiliates of SJL Holdings on September 15, 2014 Pending acquisitions of two stations, a CBS station and a FOX station, in Twin Falls, Idaho for $17.5 million. The acquisition is subject to regulatory approval and is currently expected to close in the 3rd quarter 2015 35#36Pro Forma Non-GAAP Reconciliation Gray Television Inc. Pro Forma Non-GAAP Reconciliation 2012 2013 2014 L8QA 2013 L8QA 2014 $ 59,350 $ 29,243 $ 90,096 $ 44,297 $ 59,670 gray Television Disital Mobile Net income Adjustments to reconcile from net income to Broadcast Cash Flow Less Cash Corporate Expenses: Depreciation Amortization of intangible assets Non-cash stock based compensation Gain on disposals of assets, net Miscellaneous income, net Interest expense Loss on early extinguishment of debt Income tax expense Amortization of program broadcast rights Common stock contributed to 401(k) plan excluding corporate 401(k) contributions Network compensation revenue recognized Network compensation per network affiliation agreement Payments for program broadcast rights Other items Broadcast Cash Flow Less Cash Corporate Expenses; a.k.a. "Adjusted EBITDA" Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation Broadcast Cash Flow Broadcast Cash Flow Less Cash Corporate Expenses Pension Expense Pension Cash Funding Other items Operating Cash Flow as defined in the credit agreement Less interest expense Addback amortization of deferred financing Less capital expenditures, net of insurance proceeds Less cash taxes Addback amortization of original issue discount Free Cash Flow Gray Television, Inc. 31,838 825 32,202 33,794 892 8,360 32,020 859 32,998 4,626 878 1,974 5,012 1,426 3,493 (69) 850 (28,854) 391 (14,002) 2,823 1,627 290 2,225 959 76,975 75,019 75,232 75,997 75,126 46,683 5,086 23,342 2,543 26,468 16,906 34,837 21,687 25,872 12,969 13,090 12,871 13,030 12,981 26 28 25 27 27 (627) (615) (456) (621) (536) (60) (13,727) (30) (13,156) 599 244,951 (550) 157,510 (15,087) 2,788 223,994 (13,442) 25 201,231 (14,122) 1,119 190,752 17,631 $ 262,582 $ 244,951 7,874 (9,402) 10,546 $ 253,969 (76,975) 2,723 (28,882) 21,073 $ 178,583 $ 157,510 8,626 (4,748) 10,128 $ 171,516 (75,019) 1,903 27,135 $251,129 $ 223,994 6,126 (6,770) 5,901 $ 229,251 (75,232) 2,970 19,352 $ 220,583 $201,231 8,250 (7,075) 10,337 $ 212,743 (75,997) 2,313 24,104 $ 214,856 $ 190,752 7,376 (5,759) 8,015 $ 200,384 (75,126) 2,437 (27,374) (32,215) (28,128) (29,795) (836) 1,127 (519) (9) (401) (863) (678) (460) $ 151,126 $ 70.498 $ 123,510 559 $110.812 (436) $ 97,004 36#37Pro Forma Non-GAAP Reconciliation (continued) Net income Adjustments to reconcile from net income to Broadcast Cash Flow Less Cash Corporate Expenses: Depreciation Amortization of intangible assets Non-cash stock based compensation Gain on disposals of assets, net Miscellaneous income, net Interest expense Loss on early extinguishment of debt Income tax expense Amortization of program broadcast rights Common stock contributed to 401(k) plan excluding corporate 401(k) contributions Network compensation revenue recognized Network compensation per network affiliation agreement Payments for program broadcast rights Other items Broadcast Cash Flow Less Cash Corporate Expenses; a.k.a. "Adjusted EBITDA" Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation Broadcast Cash Flow Broadcast Cash Flow Less Cash Corporate Expenses Pension Expense Pension Cash Funding Other items Operating Cash Flow as defined in the credit agreement Less interest expense Addback amortization of deferred financing Less capital expenditures, net of insurance proceeds Less cash taxes Addback amortization of original issue discount Free Cash Flow Gray Television, Inc. Pro Forma Twelve Months Ended December 31, 2012 Gray Pro forma Actual $ 28,129 $ Acquisitions 42,731 Adjustments Gray Pro forma $ (11,510) $ 59,350 23,133 8,705 31,838 75 750 825 878 878 (31) (38) (69) (2) 2,825 2,823 59,443 6,022 11,510 76,975 46,683 46,683 19,188 7,280 26,468 11,081 1,888 12,969 26 26 (627) (627) gray Television Disital Mobile (60) (11,839) (60) (1,888) (13,727) 81 518 599 176,077 68,356 518 244,951 15,049 1,731 851 17,631 $ 191,126 $ 70,087 $ 1,369 $ 262,582 $ 176,077 7,874 $ 68,356 $ 518 $ 244,951 7,874 (9,402) (9,402) (399) 29 10,916 10,546 174,150 68,385 11,434 253,969 (59,443) (6,022) (11,510) (76,975) 2,723 2,723 (22,937) (1,945) (4,000) (836) (28,882) (836) 1,127 1,127 $ 94,784 $ 60,418 $ (4.076) $ 151,126 37#38Pro Forma Non-GAAP Reconciliation (continued) Net income Adjustments to reconcile from net income to Broadcast Cash Flow Less Cash Corporate Expenses: Depreciation Amortization of intangible assets Non-cash stock based compensation Gain on disposals of assets, net Miscellaneous income, net Interest expense Loss on early extinguishment of debt Income tax expense Amortization of program broadcast rights Common stock contributed to 401(k) plan excluding corporate 401(k) contributions Network compensation revenue recognized Network compensation per network affiliation agreement Payments for program broadcast rights Other items Broadcast Cash Flow Less Cash Corporate Expenses; a.k.a. "Adjusted EBITDA" Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation Broadcast Cash Flow Broadcast Cash Flow Less Cash Corporate Expenses Pension Expense Pension Cash Funding Other items Operating Cash Flow as defined in the credit agreement Less interest expense Addback amortization of deferred financing Less capital expenditures, net of insurance proceeds Less cash taxes Addback amortization of original issue discount Free Cash Flow Gray Television, Inc. Pro Forma Twelve Months Ended December 31, 2013 Gray Actual $ 18,288 $ Acquisitions 27,975 $ Pro forma Adjustments (17,020) $ Gray Pro forma 29,243 24,096 336 8,106 556 1,974 32,202 892 1,974 765 85 850 1,627 1,627 52,445 5,554 17,020 75,019 13,147 3,759 16,906 11,367 1,723 13,090 28 (615) 28 (615) (11,433) (1,723) 728 (13,156) (1,278) (550) 110,398 48,390 (1,278) 157,510 gray Television Disital Mobile 17,836 $ 128,234 $ 1,273 49,663 1,964 21,073 $ 686 $ 178,583 $ 110,398 8,626 $ 48,390 $ (1,278) $ 157,510 8,626 (4,748) (4,748) (477) 32 10,573 10,128 113,799 48,422 (52,445) 1,903 (23,817) (5,554) 9,295 (17,020) 171,516 (75,019) 1,903 (557) (3,000) (27,374) (519) (519) (9) $ 38,912 $ 42,311 $ (10.725) $ (9) 70,498 38#39Pro Forma Non-GAAP Reconciliation (continued) Net income Adjustments to reconcile from net income to Broadcast Cash Flow Less Cash Corporate Expenses: Depreciation Amortization of intangible assets Non-cash stock based compensation Gain on disposals of assets, net Miscellaneous income, net Interest expense Loss on early extinguishment of debt Income tax expense Amortization of program broadcast rights Common stock contributed to 401(k) plan. excluding corporate 401(k) contributions Network compensation revenue recognized Network compensation per network affiliation agreement Payments for program broadcast rights Other items Broadcast Cash Flow Less Cash Corporate Expenses; a.k.a. "Adjusted EBITDA" Corporate and administrative expenses excluding depreciation, amortization of intangible assets and non-cash stock based compensation Broadcast Cash Flow Broadcast Cash Flow Less Cash Corporate Expenses Pension Expense Pension Cash Funding Other items Operating Cash Flow as defined in the credit agreement Less interest expense Add back amortization of deferred financing Less capital expenditures, net of insurance proceeds Less cash taxes Addback amortization of original issue discount Free Cash Flow Gray Television, Inc. Pro Forma Twelve Months Ended December 31, 2014 Gray $ Actual 48,061 $ Acquisitions 45,282 Pro forma Adjustments Gray Pro forma $ (3,247) $ 90,096 gray Television Digital Mobile 30,248 8,297 3,546 63 33,794 8,360 5,012 623 (23) (29,477) 313 5,012 (28,854) 290 68,913 3,072 3,247 75,232 5,086 5,086 31,736 3,101 34,837 12,871 12,871 25 (456) 25 (15,087) (456) (15,087) 2,788 195,306 28,688 2,788 223,994 25,671 $ 220,977 $ 1,464 30.152 27,135 $ $ 251,129 $ 195,306 $ 28,688 $ 223,994 6,126 6,126 (6,770) (6,770) 5,901 5,901 194,662 28,688 5,901 229,251 (68,913) (3,072) (3,247) (75,232) 2,970 (32,215) (401) 2,970 (32,215) (401) (863) (863) $ 95,240 $ 25,616 $ 2,654 $ 123,510 39#40gray D Television Digital • Mobile Investor Presentation SWKYT Kakeland 3 WECP 18 10 11 WITN NEWS3 HD WCTV NEWS 15 wymt tv BK NEWSPLEX with.com gray Washington News Bureau KSFY- CIS5 2012 News Chame 10 KNOW MORE WINDU HID LOCAL WILK KKTVE 10 LVIER 11 13 WEST FOX 813 12 TheNewsCenter 47 FOX MAD WRGX 13 NEWS 12 KOLO 7850 11. 6 WOW CA KEVN KJCTB.com C WSAZ valleynewslive.com WOCH NBC FOX 11 12 KHOP-TV NEBRASKA KIT - NORTH PLATTE