UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2017or

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2023 or

[   ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________ .

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________ .

Commission file number 1-13796

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ✔No____☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ✔ No____☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ✔☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicablepracticable date.

INDEX

GRAY TELEVISION, INC.

PART I. FINANCIAL INFORMATION PAGE     PAGE PART I. FINANCIAL INFORMATION       Item 1. Financial Statements           Condensed consolidatedconsolidated balance sheets (Unaudited) - September 30, 20172023 and December 31, 20162022 3         Condensed consolidated statements of operations (Unaudited) - three-months and nine-months ended September 30, 20172023 and 20162022 5         Condensed consolidated statementstatements of stockholders' equitycomprehensive (loss) income (Unaudited) - – three-months and nine-months ended September 30, 20172023 and 2022 6       Condensed consolidated statements of stockholders' equity (Unaudited) – three-month periods ended March 31, June 30, and September 30, 2023 and 2022 7   Condensed consolidated statements of cash flows (Unaudited) - nine-months ended September 30, 20172023 and 20162022  79         Notes to condensed consolidated financial statements (Unaudited) - September 30, 2017  810       Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 2124       Item 3. Quantitative and Qualitative DisclosuresDisclosures About Market Risk 2831       Item 4. Controls and Procedures 2831       PART II. OTHER INFORMATION   PART II. OTHER INFORMATION       Item 1A. Risk Factors 2931       Item 2.5. Unregistered Sales of Equity Securities and Use of ProceedsOther Information 2931       Item 6. Exhibits 3032       SIGNATURES   3133      PART I.FINANCIAL INFORMATION   Item 1.Financial Statements   GRAY TELEVISION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions)     September 30,     December 31,       2023     2022   Assets:                 Current assets:                 Cash   $ 21     $ 61   Accounts receivable, less allowance for credit losses of $31 and $16, respectively     339       650   Current portion of program broadcast rights, net     27       27   Income tax refund receivable     21       22   Prepaid income taxes     34       43   Prepaid and other current assets     53       54   Total current assets     495       857                     Property and equipment, net     1,610       1,466   Operating leases right of use asset     77       75   Broadcast licenses     5,320       5,331   Goodwill     2,643       2,663   Other intangible assets, net     462       636   Investments in broadcasting, production and technology companies     101       104   Deferred pension asset     9       5   Other     18       15   Total assets   $ 10,735     $ 11,152   CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands)See notes to condensed consolidated financial statements.       September 30,     December 31,       2017     2016   Assets:                 Current assets:                 Cash   $ 172,854     $ 325,189   Accounts receivable, less allowance for doubtful accounts of $4,040 and $3,163, respectively     166,073       146,811   Current portion of program broadcast rights, net     19,605       13,735   Prepaid taxes     15,953       14,641   Prepaid and other current assets     5,116       5,109   Total current assets     379,601       505,485                     Property and equipment, net     351,961       326,093   Broadcast licenses     1,530,123       1,340,305   Goodwill     611,100       485,318   Other intangible assets, net     80,172       56,250   Deferred tax asset     31,963       30,826   Investments in broadcasting and technology companies     16,599       16,599   Other     12,091       22,455   Total assets   $ 3,013,610     $ 2,783,331   3 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except for share data)     September 30,     December 31,       2023     2022   Liabilities and stockholders’ equity:                 Current liabilities:                 Accounts payable   $ 26     $ 55   Employee compensation and benefits     82       98   Accrued interest     92       60   Accrued network programming fees     39       39   Other accrued expenses     44       50   Federal and state income taxes     12       15   Current portion of program broadcast obligations     28       29   Deferred revenue     51       24   Dividends payable     14       14   Current portion of operating lease liabilities     11       10   Current portion of long-term debt     15       15   Total current liabilities     414       409                     Long-term debt, less current portion and deferred financing costs     6,171       6,440   Program broadcast obligations, less current portion     1       1   Deferred income taxes     1,397       1,454   Operating lease liabilities, less current portion     70       68   Other     30       14   Total liabilities     8,083       8,386                     Commitments and contingencies (Note 10)                                     Series A Perpetual Preferred Stock, no par value; cumulative; redeemable; designated 1,500,000 shares, issued and outstanding 650,000 shares, at each date and $650 aggregate liquidation value, at each date     650       650                     Stockholders’ equity:                 Common stock, no par value; authorized 200,000,000 shares, issued 107,179,827 shares and 105,104,057 shares, respectively outstanding 87,263,755 shares and 85,467,271 shares, respectively     1,172       1,150   Class A common stock, no par value; authorized 25,000,000 shares, issued 10,413,993 shares and 9,675,139 shares, respectively outstanding 8,191,073 shares and 7,544,415 shares, respectively     46       45   Retained earnings     1,114       1,242   Accumulated other comprehensive loss, net of income tax benefit     (17 )     (12 )       2,315       2,425   Treasury stock at cost, common stock, 19,916,072 shares and 19,636,786 shares, respectively     (281 )     (278 ) Treasury stock at cost, class A common stock, 2,222,920 shares and 2,130,724 shares, respectively     (32 )     (31 ) Total stockholders’ equity     2,002       2,116   Total liabilities and stockholders’ equity   $ 10,735     $ 11,152   See notes to condensed consolidated financial statements. 4 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except for per share data)     Three Months Ended     Nine Months Ended       September 30,     September 30,       2023     2022     2023     2022                                     Revenue (less agency commissions):                                 Broadcasting   $ 783     $ 889     $ 2,363     $ 2,548   Production companies     20       20       54       56   Total revenue (less agency commissions)     803       909       2,417       2,604   Operating expenses before depreciation, amortization, impairment and loss (gain) on disposal of assets, net:                                 Broadcasting     557       537       1,664       1,595   Production companies     18       16       88       56   Corporate and administrative     23       27       79       80   Depreciation     36       33       106       96   Amortization of intangible assets     48       52       147       156   Impairment of goodwill and other intangible assets     43       -       43       -   (Gain) loss on disposal of assets, net     (6 )     (1 )     20       (6 ) Operating expenses     719       664       2,147       1,977   Operating income     84       245       270       627   Other expense:                                 Miscellaneous expense, net     (10 )     (1 )     (13 )     (3 ) Interest expense     (111 )     (94 )     (324 )     (254 ) Loss from early extinguishment of debt     -       -       (3 )     -   (Loss) income before income taxes     (37 )     150       (70 )     370   Income tax expense (benefit)     3       42       (3 )     101   Net (loss) income     (40 )     108       (67 )     269   Preferred stock dividends     13       13       39       39   Net (loss) income attributable to common stockholders   $ (53 )   $ 95     $ (106 )   $ 230                                     Basic per share information:                                 Net (loss) income attributable to common stockholders   $ (0.57 )   $ 1.04     $ (1.15 )   $ 2.47   Weighted-average shares outstanding     93       91       92       93                                     Diluted per share information:                                 Net (loss) income attributable to common stockholders   $ (0.57 )   $ 1.03     $ (1.15 )   $ 2.47   Weighted-average shares outstanding     93       92       92       93                         .           Dividends declared per common share   $ 0.08     $ 0.08     $ 0.24     $ 0.24   See notes to condensed consolidated financial statements. 5 GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (in millions)     Three Months Ended     Nine Months Ended       September 30,     September 30,       2023     2022     2023     2022                                     Net (loss) income   $ (40 )   $ 108     $ (67 )   $ 269                                     Other comprehensive (loss):                                 Adjustment - fair value of interest rate caps     (3 )     -       (7 )     -   Income tax benefit     (1 )     -       (2 )     -   Other comprehensive loss, net     (2 )     -       (5 )     -                                     Comprehensive (loss) income   $ (42 )   $ 108     $ (72 )   $ 269     See notes to condensed consolidated financial statements.     GRAY TELEVISION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands except for share data) CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (in millions, except for number of shares)       September 30,     December 31,       2017     2016   Liabilities and stockholders’ equity:                 Current liabilities:                 Accounts payable   $ 3,950     $ 5,257   Employee compensation and benefits     25,532       31,367   Accrued interest     23,076       32,453   Accrued network programming fees     19,157       14,982   Other accrued expenses     9,285       13,802   Federal and state income taxes     4,680       2,916   Current portion of program broadcast obligations     20,236       13,924   Deferred revenue     3,530       4,706   Current portion of long-term debt     6,417       -   Total current liabilities     115,863       119,407                     Long-term debt     1,831,610       1,756,747   Program broadcast obligations, less current portion     4,771       4,995   Deferred income taxes     437,989       373,837   Accrued pension costs     33,052       34,047   Other     1,422       1,437   Total liabilities     2,424,707       2,290,470                     Commitments and contingencies (Note 8)                                   Stockholders’ equity:                 Common stock, no par value; authorized 100,000,000 shares, issued 71,538,664 shares and 71,229,497 shares, respectively     660,377       658,135   Class A common stock, no par value; authorized 15,000,000 shares, issued 8,349,069 shares and 8,073,993 shares, respectively     23,841       21,764   Accumulated deficit     (3,876 )     (101,365 ) Accumulated other comprehensive loss, net of income tax benefit     (17,645 )     (17,645 )       662,697       560,889   Treasury stock at cost, common stock, 5,535,076 shares and 5,135,406 shares, respectively     (49,562 )     (44,688 ) Treasury stock at cost, Class A common stock, 1,750,692 shares and 1,669,131 shares, respectively     (24,232 )     (23,340 ) Total stockholders’ equity     588,903       492,861   Total liabilities and stockholders’ equity   $ 3,013,610     $ 2,783,331                                                                               Accumulated               Class A                             Class A     Common     Other               Common Stock     Common Stock     Retained     Treasury Stock     Treasury Stock     Comprehensive               Shares     Amount     Shares     Amount     Earnings     Shares     Amount     Shares     Amount     Loss     Total                                                                                             Balance at December 31, 2021     9,424,691     $ 39       104,286,324     $ 1,127     $ 869       (1,998,179 )   $ (28 )     (16,747,268 )   $ (223 )   $ (27 )   $ 1,757                                                                                             Net income     -       -       -       -       62       -       -       -       -       -       62                                                                                             Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (8 )     -       -       -       -       -       (8 )                                                                                           Issuance of common stock:                                                                                         401(k) Plan     -       -       307,885       7       -       -       -       -       -       -       7   2017 Equity and Incentive                                                                                         Compensation Plan:                                                                                         Restricted stock awards     250,448       -       333,382       -       -       (103,738 )     (2 )     (138,959 )     (3 )     -       (5 ) Restricted stock unit awards     -       -       108,921       -       -       -       -       (32,958 )     (1 )     -       (1 )                                                                                           Stock-based compensation     -       2       -       3       -       -       -       -       -       -       5                                                                                             Balance at March 31, 2022     9,675,139     $ 41       105,036,512     $ 1,137     $ 910       (2,101,917 )   $ (30 )     (16,919,185 )   $ (227 )   $ (27 )   $ 1,804                                                                                             Net income     -       -       -       -       99       -       -       -       -       -       99                                                                                             Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (8 )     -       -       -       -       -       (8 )                                                                                           Issuance of common stock:                                                                                         2017 Equity and Incentive                                                                                         Compensation Plan:                                                                                         Restricted stock awards     -       -       67,545       -       -       -       -       (17,463 )     -       -       -                                                                                             Repurchase of common stock     -       -       -       -       -       -       -       (2,646,193 )     (50 )     -       (50 )                                                                                           Stock-based compensation     -       2       -       4       -       -       -       -       -       -       6                                                                                             Balance at June 30, 2022     9,675,139     $ 43       105,104,057     $ 1,141     $ 988       (2,101,917 )   $ (30 )     (19,582,841 )   $ (277 )   $ (27 )   $ 1,838                                                                                             Net income     -       -       -       -       108       -       -       -       -       -       108                                                                                             Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (7 )     -       -       -       -       -       (7 )                                                                                           Stock-based compensation     -       1       -       5       -       -       -       -       -       -       6                                                                                             Balance at September 30, 2022     9,675,139     $ 44       105,104,057     $ 1,146     $ 1,076       (2,101,917 )   $ (30 )     (19,582,841 )   $ (277 )   $ (27 )   $ 1,932     See notes to condensed consolidated financial statements.   7   GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands except for per share data) CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (in millions, except for number of shares)       Three Months Ended     Nine Months Ended       September 30,     September 30,       2017     2016     2017     2016                                     Revenue (less agency commissions)   $ 218,977     $ 204,490     $ 649,119     $ 574,846   Operating expenses before depreciation, amortization and loss (gain) on disposal of assets, net:                                 Broadcast     139,430       120,717       406,446       346,620   Corporate and administrative     8,318       7,223       24,436       31,425   Depreciation     13,085       11,494       38,555       34,237   Amortization of intangible assets     6,460       4,235       18,684       12,365   Loss (gain) on disposal of assets, net     1,660       354       (75,139 )     (66 ) Operating expenses     168,953       144,023       412,982       424,581   Operating income     50,024       60,467       236,137       150,265   Other income (expense):                                 Miscellaneous income, net     28       30       36       740   Interest expense     (24,207 )     (27,926 )     (71,189 )     (73,470 ) Loss from early extinguishment of debt     -       (31,987 )     (2,851 )     (31,987 ) Income before income taxes     25,845       584       162,133       45,548   Income tax expense     10,529       797       65,751       19,109   Net income (loss)   $ 15,316     $ (213 )   $ 96,382     $ 26,439                                     Basic per share information:                                 Net income (loss)   $ 0.21     $ -     $ 1.34     $ 0.37   Weighted-average shares outstanding     71,636       71,879       71,777       71,850                                     Diluted per share information:                                 Net income (loss)   $ 0.21     $ -     $ 1.33     $ 0.36   Weighted-average shares outstanding     72,454       71,879       72,491       72,723                                     Dividends declared per common share   $ -     $ -     $ -     $ -                                                                               Accumulated               Class A                             Class A     Common     Other               Common Stock     Common Stock     Retained     Treasury Stock     Treasury Stock     Comprehensive               Shares     Amount     Shares     Amount     Earnings     Shares     Amount     Shares     Amount     Loss     Total                                                                                             Balance at December 31, 2022     9,675,139     $ 45       105,104,057     $ 1,150     $ 1,242       (2,130,724 )   $ (31 )     (19,636,786 )   $ (278 )   $ (12 )   $ 2,116                                                                                             Net loss     -       -       -       -       (31 )     -       -       -       -       -       (31 )                                                                                           Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (7 )     -       -       -       -       -       (7 )                                                                                           Adjustment to fair value of interest rate cap, net of tax     -       -       -       -       -       -       -       -       -       (11 )     (11 )                                                                                           Issuance of common stock:                                                                                         401(k) Plan     -       -       819,898       9       -       -       -       -       -       -       9   2017 Equity and Incentive                                                                                         Compensation Plan:                                                                                         Restricted stock awards     25,022       -       12,227       -       -       (92,196 )     (1 )     (129,636 )     (2 )     -       (3 ) Restricted stock unit awards     -       -       247,953       -       -       -       -       (80,622 )     (1 )     -       (1 )                                                                                           Stock-based compensation     -       -       -       2       -       -       -       -       -       -       2                                                                                             Balance at March 31, 2023     9,700,161     $ 45       106,184,135     $ 1,161     $ 1,191       (2,222,920 )   $ (32 )     (19,847,044 )   $ (281 )   $ (23 )   $ 2,061                                                                                             Net income     -       -       -       -       4       -       -       -       -       -       4                                                                                             Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (7 )     -       -       -       -       -       (7 )                                                                                           Adjustment to fair value of interest rate cap, net of tax     -       -       -       -       -       -       -       -       -       8       8                                                                                             Issuance of common stock:                                                                                         2017 Equity and Incentive                                                                                         Compensation Plan:                                                                                         Restricted stock awards     713,832       -       995,692       -       -       -       -       (69,028 )     -       -       -                                                                                             Stock-based compensation     -       -       -       7       -       -       -       -       -       -       7                                                                                             Balance at June 30, 2023     10,413,993     $ 45       107,179,827     $ 1,168     $ 1,175       (2,222,920 )   $ (32 )     (19,916,072 )   $ (281 )   $ (15 )   $ 2,060                                                                                             Net loss     -       -       -       -       (40 )     -       -       -       -       -       (40 )                                                                                           Preferred stock dividends     -       -       -       -       (13 )     -       -       -       -       -       (13 )                                                                                           Common stock dividends     -       -       -       -       (8 )     -       -       -       -       -       (8 )                                                                                           Adjustment to fair value of interest rate cap, net of tax     -       -       -       -       -       -       -       -       -       (2 )     (2 )                                                                                           Stock-based compensation     -       1       -       4       -       -       -       -       -       -       5                                                                                             Balance at September 30, 2023     10,413,993     $ 46       107,179,827     $ 1,172     $ 1,114       (2,222,920 )   $ (32 )     (19,916,072 )   $ (281 )   $ (17 )   $ 2,002     See notes to condensed consolidated financial statements.   8   GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (in thousands except for number of shares) GRAY TELEVISION, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions)                                                                                Accumulated               Class A                             Class A     Common     Other               Common Stock     Common Stock     Accumulated     Treasury Stock     Treasury Stock     Comprehensive               Shares     Amount     Shares     Amount     Deficit     Shares     Amount     Shares     Amount     Loss     Total                                                                                             Balance at December 31, 2016     8,073,993     $ 21,764       71,229,497     $ 658,135     $ (101,365 )     (1,669,131 )   $ (23,340 )     (5,135,406 )   $ (44,688 )   $ (17,645 )   $ 492,861                                                                                             Adoption of ASU 2016-09 excess tax benefit for stock-based compensation     -       -       -       -       1,107       -       -       -       -       -       1,107                                                                                             Net income     -       -       -       -       96,382       -       -       -       -       -       96,382                                                                                             Issuance of stock:                                                                                         401(k) plan     -       -       1,224       16       -       -       -       -       -       -       16   2007 Long Term Incentive Plan - restricted stock     198,220               307,943       -       -       (81,561 )     (892 )     (77,632 )     (874 )     -       (1,766 ) 2017 Equity and Incentive Compensation Plan - restricted stock     76,856       -       -       -       -       -       -       -       -       -       -                                                                                             Repurchase of common stock     -       -       -       -       -       -       -       (322,038 )     (4,000 )             (4,000 )                                                                                           Share-based compensation     -       2,077       -       2,226       -       -       -       -       -       -       4,303                                                                                             Balance at September 30, 2017     8,349,069     $ 23,841       71,538,664     $ 660,377     $ (3,876 )     (1,750,692 )   $ (24,232 )     (5,535,076 )   $ (49,562 )   $ (17,645 )   $ 588,903       Nine Months Ended       September 30,       2023     2022   Operating activities:                 Net (loss) income   $ (67 )   $ 269   Adjustments to reconcile net (loss) income to net cash provided by                 Operating activities:                 Depreciation     106       96   Amortization of intangible assets     147       156   Amortization of deferred loan costs     10       12   Amortization of stock-based compensation     14       17   Amortization of program broadcast rights     29       36   Payments on program broadcast obligations     (30 )     (37 ) Deferred income taxes     (57 )     (4 ) Loss (gain) on disposal of assets, net     20       (6 ) Loss from early extinguishment of debt     3       -   Impairment of investments     8       -   Impairment of goodwill and other intangible assets     43       -   Other     11       2   Changes in operating assets and liabilities:                 Accounts receivable, net     311       9   Income taxes receivable or prepaid     9       (22 ) Other current assets     3       1   Accounts payable     (29 )     (20 ) Employee compensation, benefits and pension cost     (16 )     (5 ) Accrued network fees and other expenses     1       10   Accrued interest     32       34   Income taxes payable     (2 )     (2 ) Deferred revenue     19       50   Net cash provided by operating activities     565       596                     Investing activities:                 Acquisitions of businesses and broadcast licenses, net of cash acquired     (7 )     (53 ) Proceeds from sale of television stations     6       -   Purchases of property and equipment     (288 )     (298 ) Proceeds from Repack reimbursement (Note 1)     -       7   Proceeds from asset sales     31       2   Reimbursement of development costs     11       -   Investments in broadcast, production and technology companies     (11 )     (16 ) Other     (1 )     (4 ) Net cash used in investing activities     (259 )     (362 )                   Financing activities:                 Proceeds from borrowings on long-term debt     225       -   Repayments of borrowings on long-term debt     (506 )     (161 ) Repurchase of common stock     -       (50 ) Payments of common stock dividends     (22 )     (23 ) Payments of preferred stock dividends     (39 )     (39 ) Payments of taxes related to net share settlement of equity awards     (4 )     (6 ) Net cash used in financing activities     (346 )     (279 ) Net decrease in cash     (40 )     (45 ) Cash at beginning of period     61       189   Cash at end of period   $ 21     $ 144     See notes to condensed consolidated financial statements.     GRAY TELEVISION, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)  (in thousands)      Nine Months Ended       September 30,       2017     2016   Operating activities                 Net income   $ 96,382     $ 26,439   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation     38,555       34,237   Amortization of intangible assets     18,684       12,365   Amortization of deferred loan costs     3,466       3,664   Net amortization of original issue discount and premium related to long-term debt     (458 )     (626 ) Amortization of restricted stock and stock option awards     4,303       3,827   Amortization of program broadcast rights     15,444       14,026   Payments on program broadcast obligations     (15,569 )     (13,859 ) Common stock contributed to 401(k) plan     16       21   Deferred income taxes     64,121       18,335   Gain on disposals of assets, net     (75,139 )     (66 ) Loss from early extinguishment of debt     2,851       31,987   Other     (1,188 )     659   Changes in operating assets and liabilities:                 Accounts receivable trade     (18,587 )     (8,677 ) Prepaid taxes     (1,311 )     -   Prepaid and other current assets     371       (12,234 ) Accounts payable     (1,774 )     728   Employee compensation, benefits and pension cost     (6,512 )     (5,275 ) Other current liabilities     (1,696 )     (3,692 ) Income taxes payable     1,763       719   Accrued interest     (9,376 )     841   Net cash provided by operating activities     114,346       103,419                     Investing activities                 Acquisitions of television businesses and licenses     (415,438 )     (432,220 ) Proceeds from sale of television station     -       11,200   Proceeds from FCC spectrum auction     90,824       -   Purchases of property and equipment     (21,426 )     (33,238 ) Proceeds from asset sales     148       1,925   Net decrease (increase) in acquisition prepayments and other     9,558       (17,171 ) Net cash used in investing activities     (336,334 )     (469,504 )                   Financing activities                 Proceeds from borrowings on long-term debt     641,438       1,656,000   Repayments of borrowings on long-term debt     (561,037 )     (1,100,000 ) Payments for the repurchase of common stock     (4,000 )     -   Tender and redemption premiums for 2020 Notes     -       (27,502 ) Deferred and other loan costs     (4,981 )     (27,881 ) Payments for taxes related to net share settlement of equity awards     (1,767 )     (1,452 ) Net cash provided by financing activities     69,653       499,165   Net (decrease) increase in cash     (152,335 )     133,080   Cash at beginning of period     325,189       97,318   Cash at end of period   $ 172,854     $ 230,398   See notes to condensed consolidated financial statements. GRAY TELEVISION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)   1. Basis of Presentation   The accompanying condensed consolidated balance sheet of Gray Television, Inc. (and its consolidated subsidiaries, except as the context otherwise provides,“Gray,” the “Company,” “we,” “us,” and “our”) as of December 31, 2016, 2022, which was derived from the Company’s audited financial statements as of December 31, 2016, 2022, and our accompanying unaudited condensed consolidated financial statements as of September 30, 2017 2023 and for the three and nine-month periods ended September 30, 2017 2023 and 20162022, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q10-Q and Article 10 of Regulation S-X.S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statementpresentation have been included. Our operations consistWe manage our business on the basis of one reportable segment.two operating segments: broadcasting and production companies. Unless otherwise indicated, all station rank, in-market share and television household data herein are derived from reports prepared by The Nielsen Company, LLC (“Nielsen”) and/or Comscore, Inc. (“Comscore”). While we believe this data to be accurate and reliable, we have not independently verified such data nor have we ascertained the underlying assumptions relied upon therein, and cannot guarantee the accuracy or completeness of such data. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K10-K for the year ended December 31, 2016 (the “20162022 (the “2022 Form 10-K”10-K”). Our financial condition as of, and operating results for the nine-month periodthree and nine-months ended September 30, 2017 2023, are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2017.2023.   OverviewOverview. We are a television broadcastmultimedia company headquartered in Atlanta, Georgia, that owns and/or operates over 100Georgia.  We are the nation’s largest owner of top-rated local television stations and leading digital assets in markets throughout the United States.  As of September 30, 2017, we owned and/or operatedOur television stations in 57serve 113 television markets broadcasting over 200 programming streams, including over 100 channels affiliatedthat collectively reach approximately 36 percent of US television households.  This portfolio includes 80 markets with the CBS Network (“CBS”),top-rated television station and 102 markets with the NBC Network (“NBC”),first and/or second highest rated television station.  We also own video program companies Raycom Sports, Tupelo Media Group, PowerNation Studios, as well as the ABC Network (“ABC”)studio production facilities Assembly Atlanta and the FOX Network (“FOX”). As of September 30, 2017, our station group reached approximately 10.4% of total United States television households.Third Rail Studios.    CyclicalityInvestments in Broadcasting, Production and SeasonalityTechnology Companies. We have investments in several television, production and technology companies. We account for all material investments in which we have significant influence over the investee under the equity method of accounting. Upon initial investment, we record equity method investments at cost. The amounts initially recognized are subsequently adjusted for our appropriate share of the net earnings or losses of the investee. We record any investee losses up to the carrying amount of the investment plus advances and loans made to the investee, and any financial guarantees made on behalf of the investee. We recognize our share in earnings and losses of the investee as miscellaneous expense, net in our consolidated statements of operations. Investments are also increased by contributions made to and decreased by the distributions from the investee. We evaluate equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.   Broadcast advertising revenuesInvestments in non-public businesses that do not have readily determinable pricing, and for which we do not have control or do not exert significant influence, are generally highestcarried at cost less impairments, if any, plus or minus changes in observable prices for those investments. Gains or losses resulting from changes in the second and fourth quarters each year. This seasonality results partly from increasescarrying value of these investments are included as miscellaneous expense, net in consumer advertising in the spring and retail advertising in the period leading up to and including the holiday season. Broadcast advertising revenuesour consolidated statements of operations. These investments are also typically higher in even-numbered years due to increased spending by political candidates, political parties and special interest groups in advance of elections. This political spending typically is heaviest during the fourth quarter.reported together as a non-current asset on our consolidated balance sheets.   Use of EstimatesEstimates. The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements.accompanying notes. Our actual results could differ materially from these estimates. Theestimated amounts. Our most significant estimates we make relate toare our allowance for doubtful accountscredit losses in receivables, valuation of goodwill and intangible assets, amortization of program broadcast rightsrights and intangible assets, pension costs, income taxes, employee medical insurance claims, useful lives of property and equipment and contingencies.   Variable Interest Entity (“VIE”) We consolidate a VIE when we are determined to be the primary beneficiary. In accordance with U.S. GAAP, in determining whether we are the primary beneficiary of a VIE for financial reporting purposes, we consider whether we have the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether we have the obligation to absorb losses or the right to receive returns that would be significant to the VIE. 10 On January 17, 2017, we acquired two television stations that were divested by Nexstar Broadcasting, Inc. upon its merger with Media General, Inc. (“Media General”): WBAY-TV (ABC), in the Green Bay, Wisconsin television market (DMA 69), and KWQC-TV (NBC), in the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or “Quad Cities” television market (DMA 102), for an adjusted purchase price of $269.9 million (the “Media General Acquisition”) using cash on hand. The Media General Acquisition was completed, in part, through a transaction with a VIE known as Gray Midwest EAT, LLC (“GME”), pursuant to which GME acquired the broadcast licenses of the stations. On May 30, 2017, we exercised an option to acquire the licenses held by GME pending receipt of proceeds receivable from the FCC’s recently completed reverse auction for broadcast spectrum (the “FCC Spectrum Auction”). Upon receipt of the auction proceeds from the FCC, we completed the acquisition of the broadcast licenses from GME. During the period that GME held those broadcast licenses we believe we were the primary beneficiary of GME, because, subject to the ultimate control of the licensees, we had the power to direct the activities that significantly impact the economic performance of GME through the services we provided, and our obligation to absorb losses and right to earn returns that would be considered significant to GME. As a result, we included the assets, liabilities and results of operations of GME in our consolidated financial statements beginning January 17, 2017 and continuing through August 7, 2017, the date that we were no longer deemed to be the primary beneficiary of GME. Earnings Per ShareShare. We compute basic earnings per share by dividing net income attributableavailable to common stockholders by the weighted-average number of common shares outstanding during the relevant period. The weighted-average number of common shares outstanding does not include restricted shares. These shares, although classified as issued and outstanding, are considered contingently returnable until the restrictions lapse and, in accordance with U.S. GAAP, are not included in the basic earnings per share calculation until the shares vest. Diluted earnings per share is computed by including all potentially dilutive common shares, including restricted shares, and shares underlying stock options, in the denominator of the diluted weighted-average shares outstanding calculation, unless their inclusion would be anti-dilutive. In the three-months ended September 30, 2016, we reported a net loss and therefore all common stock equivalents are excluded from the computation of diluted earnings per share for that period, since their inclusion would be anti-dilutive.antidilutive.   The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three-monththree and nine-monthnine-month periods ended September 30, 2017 2023 and 20162022, respectively (in thousands)millions):     Three Months Ended     Nine Months Ended     Three Months Ended   Nine Months Ended     September 30,     September 30,     September 30,     September 30,     2017     2016     2017     2016     2023     2022     2023     2022                                     Weighted-average shares outstanding-basic     71,636       71,879       71,777       71,850     93     91     92     93   Common stock equivalents for stock options and restricted stock     818       -       714       873       -       1       -       -   Weighted-average shares outstanding-diluted     72,454       71,879       72,491       72,723       93       92       92       93     Accumulated Other Comprehensive LossLoss. Our accumulated other comprehensive loss balances as of September 30, 2017 2023 and December 31, 2016 2022, consist of adjustments to our pension liability, the fair value of our interest rate caps and the related income tax benefit.effects. Our comprehensive income (loss) for the three and nine-monthnine-month periods ended September 30, 2017 2023 and 20162022 consisted entirely of the adjustment of the fair value of our interest rate caps, net income (loss). Therefore the consolidated statement of comprehensive income (loss) is not presented for the threetax, and nine-month periods ended net income. As of September 30, 2017 or 2016.2023 and December 31, 2022 the balances were as follows (in millions):       September 30,     December 31,       2023     2022                     Accumulated balances of items included in accumulated other comprehensive loss:                 Adjustment to pension liability   $ (16 )   $ (16 ) Adjustment to fair value of interest rate caps     (7 )     -   Income tax benefit     (6 )     (4 ) Accumulated other comprehensive loss   $ (17 )   $ (12 )   Property and EquipmentEquipment. Property and equipment are carried at cost.cost, or in the case of acquired businesses, at fair value. Depreciation is computed principallyprincipally by the straight-line method. The following table lists the components of property and equipment by major category (dollars in millions):                     Estimated       September 30,     December 31,     Useful Lives       2023     2022     (in years)   Property and equipment, net:                           Land   $ 335     $ 290             Buildings and improvements     677       477     7 to 40   Equipment     1,041       1,027     3 to 20   Construction in progress     318       362                   2,371       2,156             Accumulated depreciation     (761 )     (690 )           Total property and equipment, net   $ 1,610     $ 1,466             Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized. The cost of any assets divested, sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition, and any resulting profitgain or loss is reflected in income or expense for the period. 11 In April 2017, the nine-months ended September 30, 2017,Federal Communications Commission (“FCC”) began the process of requiring certain television stations to change channels and/or modify their transmission facilities (“Repack”). The majority of our total property and equipment balance, before accumulated depreciation, increased primarilycosts associated with Repack qualify for capitalization, rather than expense. Upon receipt of funds reimbursing us for our Repack costs, we record those proceeds as a resultcomponent of our (gain) loss on disposal of assets, net. The following tables provide additional information related to (loss) gain on disposal of assets, net included in our condensed consolidated statements of operations and purchases of property and equipment acquiredincluded in connection with recent acquisitionsour condensed consolidated statements of television businesses. The remaining changes in the balances in the nine-months ended September 30, 2017 and 2016 were primarily due to routine property and equipment purchases and retirements. The following table lists the components of property and equipment by major category (dollars in thousands)cash flows (in millions):                       Estimated       September 30,     December 31,     Useful Lives       2017     2016     (in years)   Property and equipment:                           Land   $ 49,651     $ 44,611             Buildings and improvements     154,391       139,078      7 to 40   Equipment     507,456       471,798      3 to 20         711,498       655,487             Accumulated depreciation     (359,537 )     (329,394 )           Total property and equipment, net   $ 351,961     $ 326,093                 Three Months Ended     Nine Months Ended       September 30,     September 30,       2023     2022     2023     2022   (Loss) gain on disposal of assets, net:                                 Proceeds from sale of fixed assets   $ 9     $ -     $ 31     $ 2   Proceeds from FCC - Repack     -       2       -       7   Net book value of assets disposed     (26 )     (1 )     (51 )     (3 ) Non-cash loss on divestitures     13       -       (1 )     -   Securitization Facility     8       -       -       -   Other     2       -       1       -   Total   $ 6     $ 1     $ (20 )   $ 6                                     Purchase of property and equipment:                                 Recurring purchases - operations                   $ 78     $ 118   Assembly Atlanta project                     210       179   Repack                     -       1   Total                   $ 288     $ 298     Accounts Receivable and Allowance for Doubtful AccountsCredit Losses. We record accounts receivable from sales and service transactions in our condensed consolidated balance sheets at amortized cost adjusted for any write-offs and net of allowance for credit losses. We are exposed to credit risk primarily through sales of broadcast and digital advertising with a variety of direct and agency-based advertising customers, retransmission consent agreements with multichannel video program distributors and program production sales and services. Our allowance for doubtful accountscredit losses is equal to a portionan estimate of expected losses over the remaining contractual life of our receivable balances that are 120 days old or older.receivables based on an ongoing analysis of collectability, historical collection experience, current economic and industry conditions and reasonable and supportable forecasts. The allowance is calculated using a historical loss rate applied to the current aging analysis. We may provide allowances for certain receivable balances that are less than 120 days oldalso apply additional allowance when warranted by specific facts and circumstances. We generally write-offwrite off accounts receivable balances when the customer files for bankruptcy or when all commonly used methods of collection have been exhausted. As of September 30, 2023, our allowance for credit losses includes a reserve of $17 million for the full amount owed to us by Diamond Sports Group, LLC (“Diamond”), as of that date, as a result of Diamond, a counterparty to certain contracts with us, commencing voluntary Chapter 11 bankruptcy proceedings on March 14, 2023. On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, and certain third-party financial institutions (the “Purchasers”). The Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility matures on February 23, 2026, and is subject to customary termination events related to transactions of this type. The sale of receivables from the SPV is accounted for in the Company’s financial statements as a "true-sale" under Accounting Standards Codification ("ASC") Topic 860. Under the Securitization Facility, the SPV sells to the Purchasers certain receivables, including all rights, title, and interest in the related receivables (“Sold Receivables”). The parties intend that the conveyance of accounts receivables to the Purchasers, for the ratable benefit of the Purchasers will constitute a purchase and sale of receivables and not a pledge for security. The SPV has guaranteed to each Purchaser the prompt payment of Sold Receivables, and to secure the prompt payment and performance of such guaranteed obligations, the SPV has granted a security interest to the Purchasers in all assets of the SPV. In our capacity as servicer under the Securitization Facility, we are responsible for administering and collecting receivables and have made customary representations, warranties, covenants and indemnities. We do not record a servicing asset or liability since the estimated fair value of the servicing of the receivables approximates the servicing income. We also provided a performance guarantee for the benefit of the Purchasers. 12 The Securitization Facility is subject to interest charges, at the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin (100 basis points) on the amount of the outstanding facility. The SPV was required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. Servicing fee income recognized during the nine-months ended September 30, 2023, was not material. The SPV is a separate legal entity with its own separate creditors who will be entitled to access the SPV’s assets before the assets become available to us. As a result, the SPV’s assets are not available to pay our creditors or any of our subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers under the Securitization Facility and other creditors of the SPV may be remitted to us. The proceeds of the Securitization Facility are classified as operating activities in our Condensed Consolidated Statement of Cash Flows. Cash received from collections of Sold Receivables is used by the SPV to fund additional purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchasers. Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at the time of collection. The amount sold to the Purchasers was $300 million at September 30, 2023, which was derecognized from the Condensed Consolidated Balance Sheets. As collateral against sold receivables, the SPV maintains a certain level of unsold receivables, which was $250 million at September 30, 2023. Total receivables sold under the Securitization Facility were $550 million for the quarter ended September 30, 2023. Pursuant to the Securitization Facility, we recognized a charge of $8 million in the 2023nine-month period that represents the discount on the accounts receivable balance transferred to the SPV. This discount is included in our loss on disposal of assets in our Condensed Consolidated Statements of Operations. The following table provides a roll-forward of the allowance for credit losses. The allowance is deducted from the amortized cost basis of accounts receivable in our condensed consolidated balance sheets (in millions):     Nine Months Ended September 30,       2023     2022   Beginning balance   $ 16     $ 16   Provision for credit losses     17       (3 ) Amounts written off     (2 )     (1 ) Ending balance   $ 31     $ 12   Recent Accounting PronouncementsPronouncements. On July 26, 2023, the Securities and Exchange Commission (“SEC”) adopted new rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934. Specifically, the new rules require current disclosure about material cybersecurity incidents. The purpose of the new rules is to require periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks, management’s role in assessing and managing material cybersecurity risks, and the board of directors’ oversight of cybersecurity risks. The amendments related to these rules became effective on September 5, 2023. The new rules will require us to provide additional disclosures in our annual report on Form 10-K and additional reporting requirements if and when a reportable incident occurs. Implementation of ASC 848, Reference Rate Reform. On March 17, 2023, we amended the 2019 Senior Credit Facility and transitioned the variable rate on our 2019 Term Loan C from 1-month LIBOR to 1-month SOFR. We elected to apply the optional expedient in ASC 848, in connection with the amendment that enabled us to consider the amendment as a non-significant contract modification of the existing debt agreement. Additionally, for our 2021 Term Loan, we transitioned to the fallback language within the credit agreement and transitioned from 1-month LIBOR to 1-month SOFR as of March 31, 2023. As a result, the amendment to our 2019 Term Loan and fallback to SOFR in our 2021 Term Loan did not have a material impact to our financial statements. In May 2014, 13 2. Revenue Revenue Recognition. We recognize revenue when we have completed a specified service and effectively transferred the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 – control of that service to a customer in return for an amount of consideration we expect to be entitled to receive. The amount of revenue recognized is determined by the amount of consideration specified in a contract with our customers. We have elected to exclude taxes assessed by a governmental authority on transactions with our customers from our revenue. Any unremitted balance is included in current liabilities on our balance sheets. We record a deposit liability for cash deposits received from our customers that are to be applied as payment once the performance obligation arises and is satisfied. These deposits are recorded as deposit liabilities on our balance sheets. When we invoice our customers for completed performance obligations, we are unconditionally entitled to receive payment of the invoiced amounts. Therefore, we record invoiced amounts in accounts receivable on our balance sheets. We generally require amounts payable under advertising contracts with our political advertising customers to be paid for in advance. We record the receipt of this cash as a deposit liability. Once the advertisement has been broadcast, the revenue is earned, and we record the revenue and reduce the balance in this deposit liability account. We recorded $12 million of revenue in the nine-months ended September 30, 2023 that was included in the deposit liability balance as of December 31, 2022. The deposit liability balance is included in deferred revenue on our condensed consolidated balance sheets. The deposit liability balance was $16 million and $12 million as of September 30, 2023 and December 31, 2022, respectively. Disaggregation of Revenue. Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides new guidance on revenue recognition forour production companies segment is generated through our direct sales channel. Revenue from our broadcasting and other segment is generated through both our direct and advertising agency intermediary sales channels. The following table presents our revenue from contracts with customers disaggregated by type of service and will replace most existing revenue recognition guidance when it becomes effective. This guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard is intended to improve comparability of revenue recognition practices across entities and provide more useful information through improved financial statement disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 deferred the effective date of ASU 2014-09 by one year to interim and annual reporting periods beginning after December 15, 2017, and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The standard permits the use of either a retrospective to each reporting period presented method, or a retrospective with the cumulative effect method to adopt the standard. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU amends the guidance of ASU 2014-09 to clarify the identification of performance obligations and to provide additional licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. This ASU was issued to provide guidance in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition, in order to reduce the potential for diversity in practice at initial application, and to reduce the cost and complexity of applying the standard. In December 2016, the FASB issued ASU 2016-20, Revenue from Contracts with Customers (Topic 606)channel (in millions):Technical Corrections and Improvements. This ASU was issued to clarify the standard and to correct unintended application of guidance. We have completed our internal evaluation of the standard and determined that the adoption of this standard will not have a material effect on our balance sheets and statements of operations. We have determined that we will utilize the modified retrospective method to implement the standard. We are evaluating our footnote disclosures and expect that this standard’s most significant impact will be expanded disclosures related to deferred revenue from customer pre-payments. We will continue to develop these disclosures and the related tasks of gathering data to be disclosed, assessing our internal controls and availing ourselves of broadcasting industry related guidance.   In January 2016, the FASB issued ASU No. 2016-01 – Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 amends the guidance in U.S. GAAP regarding the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements. In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842). ASU 2016-02 will supersede Topic 840, Leases, and thus will supersede nearly all existing lease guidance by requiring the reclassification of lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The standard will be effective for fiscal years beginning after December 15, 2018. We have preliminarily determined that the adoption of this standard will not have a material effect on our statements of operations. However, this standard is expected to have a material effect on our balance sheets. Specifically, we expect that, once adopted, we will record a right of use asset and lease obligation liability. As of December 31, 2016, the values of those assets and related liabilities were each approximately $13.2 million. We are also evaluating our footnote disclosure requirements. We will continue to review our contractual obligations related to this standard, and develop our disclosures, assessing our internal controls and availing ourselves of broadcasting industry related guidance. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 amends the guidance of U.S. GAAP with the intent of addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice. One or more of these eight issues are applicable to our financial statements. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) – Clarifying the Definition of a Business. ASU 2017-01 amends the guidance of U.S. GAAP with the intent of clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment. ASU 2017-04 amends the guidance of U.S. GAAP with the intent of simplifying how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The standard allows for early adoption, but we have not yet made that determination. We do not expect that the adoption of this standard will have a material impact on our financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 amends the guidance of U.S. GAAP with the intent of improving the presentation of net periodic pension cost and net periodic postretirement benefit cost by prescribing where the amount of net benefit cost should be presented in an employer’s income statement and requiring the disclosure by line item of the amount of net benefit cost that is included in the income statement or capitalized in assets. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect that the adoption of this standard will have a material impact on our financial statements.     Three Months Ended     Nine Months Ended       September 30,     September 30,       2023     2022     2023     2022   Market and service type:                                 Advertising:                                 Core   $ 363     $ 359     $ 1,099     $ 1,090   Political     26       144       46       260   Total advertising     389       503       1,145       1,350   Retransmission consent     378       368       1,167       1,143   Production companies     20       20       54       56   Other     16       18       51       55   Total revenue   $ 803     $ 909     $ 2,417     $ 2,604                                     Sales channel:                                 Direct   $ 547     $ 528     $ 1,664     $ 1,616   Advertising agency intermediary     256       381       753       988   Total revenue   $ 803     $ 909     $ 2,417     $ 2,604     Adoption of Accounting Standards and Reclassifications In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires a “noncurrent” presentation of all deferred income taxes. As required by our adoption of this standard, the affected amounts have been reclassified on our balance sheets for all periods presented. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 amended the guidance in U.S. GAAP with the intent of simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards, and classification on the statement of cash flows. Our adoption of this standard included an adjustment to record the impact on our deferred asset related to the net federal and state income tax deductions for grants, and subsequent vesting, of restricted stock in excess of our book basis expense. Accordingly, we have recorded adjustments to increase our deferred tax asset and our accumulated deficit, as of January 1, 2017, by approximately $1.1 million. Beginning in 2017, we began recording similar net excess or deficit tax deductions as current tax benefit or expense and as reductions in the related income tax prepaid or payable, or deferred tax assets. Certain amounts in the condensed consolidated statement of cash flows have been reclassified to conform to the current presentation. 2.3.  AcquisitionsAcquisition and Divestiture   On January 13, 2017, May 1, 2023, we acquired KTVF-TV (NBC), KXDF-TV (CBS), and KFXF-TVMarquee Broadcasting, Inc. (“Marquee”) completed transactions in which we sold television station KNIN (FOX) in the Fairbanks, AlaskaBoise, Idaho market (DMA 102) for $6 million, and purchased television market (DMA 202), from Tanana Valley Television Company and Tanana Valley Holdings, LLC for $8.0 million (the “Fairbanks Acquisition”), using cash on hand. As described in Note 1. above, on January 17, 2017, we completed the Media General Acquisition, for an adjusted purchase price of $269.9 million using cash on hand. On May 1, 2017, we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW)station WPGA (MeTV) in the Clarksburg-Weston, West Virginia televisionMacon, Georgia market (DMA 169) from Withers Broadcasting Company of West Virginia (the “Clarksburg Acquisition”126) for a total purchase price of $26.5$6 million. On June 1, 2016, we began operating the stations, subject to the control of the seller, under a local marketing agreement (“LMA”) that terminated upon completion of the acquisition. On May 1, 2017, we acquired WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA 156) and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA 159) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”) for a total purchase price of $85.0 million. On April 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition. On August 1, 2017, we acquired WCAX-TV (CBS) in the Burlington, Vermont – Plattsburgh, New York television markets (DMA 97) from Mt. Mansfield Television, Inc., for $29.0 million in cash (the “Vermont Acquisition”). On June 1, 2017, we advanced $23.2 million of the purchase price to the seller and began to operate the station under an LMA, subject to the control of the seller. At closing, we paid the remaining $5.8 million of the purchase price through the use of cash on hand and the LMA was terminated. We refer to the eight stations acquired (excluding the stations acquired in the Clarksburg Acquisition) during the first nine months of 2017 and the stations we commenced operating under LMAs during that period as the “2017 Acquisitions.” We refer to the 13 stations acquired in 2016, and that we retained in those acquisitions (including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on June 1, 2016) as the “2016 Acquisitions.”   The following table summarizes the preliminary fair value estimatesvalues of the assets acquired liabilities assumed and resulting goodwill of the 2017 Acquisitions and the Clarksburg AcquisitionWPGA (in thousands)millions):       Acquisition               Fairbanks     Media General     Clarksburg     Diversified     Vermont     Total                                                     Current assets   $ 122     $ 666     $ 462     $ 361     $ 312     $ 1,923   Property and equipment     2,650       20,181       4,133       12,329       9,513       48,806   Goodwill     471       86,287       3,222       35,486       316       125,782   Broadcast licenses     2,228       149,846       17,003       26,219       7,592       202,888   Other intangible assets     2,702       13,398       2,234       11,051       8,268       37,653   Other non-current assets     71       282       51       27       3,310       3,741   Current liabilities     (140 )     (695 )     (554 )     (423 )     (311 )     (2,123 ) Other long-term liabilities     (84 )     -       (51 )     (50 )     -       (185 )                                                   Total   $ 8,020     $ 269,965     $ 26,500     $ 85,000     $ 29,000     $ 418,485   Property and equipment   $ 2   Broadcast licenses     4   Total   $ 6     Amounts in the table aboveThese amounts are based upon management’smanagement’s preliminary estimatesestimate of the fair values using valuation techniques including income, cost and market approaches. TheIn determining the preliminary fair value estimates areof the acquired assets, the fair values were determined based on, but not limited to,among other factors, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.   14 Property and equipment are recorded at their fair value and are being depreciated over their estimated useful lives ranging from three years3 to 40 years.   Other intangible assets represent primarily the estimated fair valuesIn this transaction an immaterial amount of retransmission agreements of $29.1 million; advertising client relationships of $5.3 million; and favorable income leases of $3.0 million. These intangible assets are being amortized over their estimated useful lives of approximately 4.9 years for retransmission agreements; approximately 10.7 years for advertising client relationships; and approximately 11.9 years for favorable income leases.goodwill was acquired.   Goodwill is calculated as the excessThe sale of the consideration transferred over the fair valuetelevision station KNIN resulted in a loss on disposal of the identifiable net assets acquired and liabilities assumed, and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, as well as future synergies that we expect to generate from each acquisition. We have preliminarily recorded $125.8 million of goodwill related to 2017 Acquisitions. The use of different estimates or assumptions could result in materially different allocations. The goodwill recognized related to these acquisitions is deductible for income tax purposes.$14 million.   Our consolidated results of operations for the three and nine-months ended September 30, 2017 include the results of the 2017 Acquisitions from the date of the respective transaction. Revenue and operating income attributable to the stations acquired in the 2017 Acquisitions and included in our consolidated statements of operations for the nine-months ended September 30, 2017 were $54.2 million and $25.2 million, respectively. In connection with the 2017 Acquisitions, we incurred a total of $1.0 million of transaction related costs during the nine-months ended September 30, 2017, primarily related to legal, consulting and other professional services. Revenue and operating income attributable to the stations acquired in the 2016 Acquisitions and included in our consolidated statements of operations for the nine-months ended September 30, 2016 were $87.9 million and $35.3 million, respectively. 34.. Long-term Debt   As of September 30, 2017 2023 and December 31, 2016, 2022, long-term debt primarily consisted of obligations under our 20172019 Senior Credit Facility (as defined below), our 2014 Senior Credit Facility (as defined below)5.875% senior notes due 2026 (the “2026 Notes”), our 5.125% Senior Notes7.0% senior notes due 20242027 (the “2024“2027 Notes”), our 4.75% senior notes due 2030 (the “2030 Notes”) and our 5.875% Senior Notes5.375% notes due 20262031 (the “2026“2031 Notes”), as follows (in thousands)millions):       September 30,     December 31,       2017     2016   Long-term debt including current portion:                 2014 Senior Credit Facility   $ -     $ 556,438   2017 Senior Credit Facility     636,838       -   2024 Notes     525,000       525,000   2026 Notes     700,000       700,000   Total outstanding principal     1,861,838       1,781,438   Unamortized deferred loan costs - 2014 Senior Credit Facility     -       (12,158 ) Unamortized deferred loan costs - 2017 Senior Credit Facility     (12,406 )     -   Unamortized deferred loan costs - 2024 Notes     (6,993 )     (7,742 ) Unamortized deferred loan costs - 2026 Notes     (9,751 )     (10,588 ) Unamortized premium - 2026 Notes     5,339       5,797   Less current portion     (6,417 )     -   Net carrying value   $ 1,831,610     $ 1,756,747                     Borrowing availability under the Revolving Credit Facility   $ 100,000     $ 60,000       September 30,     December 31,       2023     2022   Long-term debt:                 2019 Senior Credit Facility:                 2017 Term Loan (matures February 7, 2024)   $ -     $ 295   2019 Term Loan (matures January 2, 2026)     1,190       1,190   2021 Term Loan (matures December 1, 2028)     1,474       1,485   Revolving Credit Facility     25       -   2026 Notes (matures July 15, 2026)     700       700   2027 Notes (matures May 15, 2027)     750       750   2030 Notes (matures October 15, 2030)     800       800   2031 Notes (matures November 15, 2031)     1,300       1,300   Total outstanding principal, including current portion     6,239       6,520   Unamortized deferred loan costs - 2017 Term Loan     -       (4 ) Unamortized deferred loan costs - 2019 Term Loan     (17 )     (21 ) Unamortized deferred loan costs - 2021 Term Loan     (4 )     (4 ) Unamortized deferred loan costs - 2026 Notes     (3 )     (4 ) Unamortized deferred loan costs - 2027 Notes     (6 )     (7 ) Unamortized deferred loan costs - 2030 Notes     (10 )     (11 ) Unamortized deferred loan costs - 2031 Notes     (15 )     (16 ) Unamortized premium - 2026 Notes     2       2   Less current portion     (15 )     (15 ) Long-term debt, less current portion and deferred financing costs   $ 6,171     $ 6,440                     Borrowing availability under Revolving Credit Facility   $ 469     $ 496     On February 7, 2017, we entered into a Third Amended and Restated Credit Agreement (the “2017 Senior Credit Facility”), consisting of a $556.4 million term loan facility (the “2017 Initial Term Loan”) and a $100.0 million revolving credit facility (the “2017Borrowings under the Revolving Credit Facility”). Amounts outstanding underFacility bear interest, at our option, at either the 2017 Initial Term Loan were used to repay amounts outstanding under our prior credit agreement (the “2014 Senior Credit Facility”). On April 3, 2017, we borrowed $85.0 million underSOFR rate or the Base Rate, in each case, plus an incremental term loan (the “2017 Incremental Term Loan” and, together with the 2017 Initial Term Loan, the “2017 Term Loan”) under the 2017 Senior Credit Facility to fund the Diversified Acquisition.applicable margin. As of September 30, 2017, the 2017 Senior Credit Facility provided total commitments of $736.8 million, consisting of the $636.8 million 2017 Term Loan and the $100.0 million 2017 Revolving Credit Facility. Our quarterly principal payments under the 2017 Term Loan are $1.6 million. Prior to the entry into the 2017 Senior Credit Facility, the 2014 Senior Credit Facility consisted of a revolving loan and a term loan. Excluding accrued interest, the amount outstanding under our 2014 Senior Credit Facility as of December 31, 2016 consisted solely of a term loan balance of $556.4 million. As of December 31, 2016, 2023, the interest rate on the balance outstanding under the 2014 Senior Credit FacilityRevolving credit facility was 3.9%9.5%. Borrowings Because of their relationship to the interest rate caps, described below, borrowings under the 20172021 Term Loan currentlyand 2019 Term Loan bear interest at our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case,1-month SOFR rate, plus an applicable margin. Currently, the applicable margin is 2.25% for LIBOR borrowings and 1.25% for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the 2017 Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to 5.25 to 1.00, the applicable margin will be 2.25% for all LIBOR borrowings and 1.25% for all Base Rate borrowings and if the Leverage Ratio is greater than 5.25 to 1.00, the applicable margin will be 2.5% for all LIBOR borrowings. As of September 30, 2017, 2023, the interest rate on the balance outstanding under the 20172021 Term Loan was 3.7%. Borrowings underand the 20172019 Term Loan were 8.4% and 7.9%, respectively. A portion of the Revolving Credit Facility currently bearmatures on January 2, 2026, with the remainder maturing on December 1, 2026. Interest Rate Caps. On February 23, 2023, we entered into two interest atrate caps pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with two counterparties, Wells Fargo Bank, NA and Truist Bank, respectively. At September 30, 2023, the caps have a combined notional value of approximately $2.6 billion and mature on December 31, 2025. At inception, the interest rate caps protect us against adverse fluctuations in interest rates by reducing our option, at either LIBOR plus 1.50% or Base Rate plus 0.50%,exposure to variability in each case basedcash flows on a first lien leverage ratio testportion of our variable-rate debt. We designated the interest rate caps as set forthcash flow hedges of our risk of changes in our cash flows attributable to changes in 1-month LIBOR above 5% on our outstanding variable-rate debt in accordance with ASC 815. On March 29, 2023, in conjunction with the 2017 Senior Credit Facility (the “First Lien Leverage Ratio”)amended credit facility, we transitioned the contractually specified rate on the interest rate caps from 1-month LIBOR to 1-month Term SOFR. Effective with the amended interest rate caps, we are hedging variability in cash flows related to future interest payments when SOFR exceeds the caps of 4.97% and 5.015%. BaseWe elected to apply the optional expedient in ASC 848, Reference Rate is definedReform, in connection with transitioning its interest rate caps from LIBOR to Term SOFR that enabled us to consider the new swaps a continuation of the existing contracts. As a result, the transition did not have an impact on our hedge accounting or a material impact to our financial statements. 15 The interest rate caps, as amended, effectively limit the greatestannual interest charged on our 2021 Term Loan and our 2019 Term Loan to a maximum of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50%1-month Term SOFR of 4.97% and (iii) LIBOR plus 1.00%5.015%. We are required to pay aggregate fees in connection with the interest rate caps of approximately $34 million that is due and payable at maturity on December 31, 2025. On the initial designation date, we recognized an asset and corresponding liability for the deferred premium payable equal to $34 million. The asset is amortized into interest expense straight-line over the term of the hedging relationship. The recorded value of the asset was $27 million, net of accumulated amortization, at September 30, 2023. At September 30, 2023, the fair value of the derivative liability was $7 million. We present the deferred premium, the asset, and the fair value of the derivative, net within other non-current liabilities in our condensed consolidated balance sheets. The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. The interest rate caps were not entered into for speculative trading purposes. Changes in the fair value of the interest rate caps are reported as a commitment feecomponent of other comprehensive income. Actual gains and losses are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged transaction. Gains and losses on the average daily unused portionderivative instrument representing hedge components excluded from the assessment of effectiveness are recognized currently in earnings and are presented in the same line of the 2017 Revolving Credit Facility, income statement for the hedged item. We recognized $7 million of amortization expense for the asset during the nine-months ended September 30, 2023, which is included as a component of cash flows from operating activities in our condensed consolidated statement of cash flows. Cash flows received from the counterparties pursuant to the interest rate may rangecaps are included as components of cash flows from 0.375%financing activities in our condensed consolidated statements of cash flows. Prior to 0.50% on an annual basis, based on the First Lien Leverage Ratio. The 2017 Revolving Credit Facility matures on February 7, 2022,amended hedge designation date, LIBOR was less than 5%. Further, SOFR was greater than 4.97% and 5.015% from the 2017 Term Loan matures on February 7, 2024.amended designation date of the hedging relationship through September 30, 2023; therefore, we received $2 million of cash payments from the counterparties that we reclassify to reduce interest expense from the interest rate caps in our condensed consolidated statement of operations.    As a resultFor all of entering into the 2017 Senior Credit Facility,our interest bearing obligations, we recorded a loss on extinguishment of debtmade interest payments of approximately $2.9$284 million inand $212 million during the nine-monthsnine-months ended September 30, 2017, 2023 and 2022, respectively. During the nine-months ended September 30, 2023 and 2022,we incurred approximately $5.0capitalized $20 million in deferred financing costs that will be amortized overand $4 million of interest payments, respectively, related to the life of the 2017 Senior Credit Facility.Assembly Atlanta project.   As of September 30, 20172023, the aggregate minimum principal maturities of our long term debt for the remainder of 2023 and December 31, 2016, we had $525.0 million of 2024 Notes outstanding. The interest rate and yield on the 2024 Notessucceeding 5 years were 5.125%. The 2024 Notes mature on October 15, 2024. Interest is payable semiannually, on April 15 and October 15 of each year.as follows (in millions):       Minimum Principal Maturities   Year   2019 Senior Credit Facility     2026 Notes     2027 Notes     2030 Notes     2031 Notes     Total   Remainder of 2023   $ 4     $ -     $ -     $ -     $ -     $ 4   2024     15       -       -       -       -       15   2025     15       -       -       -       -       15   2026     1,230       700       -       -       -       1,930   2027     15       -       750       -       -       765   2028     1,410       -       -       -       -       1,410   Thereafter     -       -       -       800       1,300       2,100   Total   $ 2,689     $ 700     $ 750     $ 800     $ 1,300     $ 6,239   On June 14, 2016, we completed the private placement of $500.0 million of our 2026 Notes (the “Original 2026 Notes”) at par. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. As of September 30, 2017 and December 31, 2016, we had $700.0 million of 2026 Notes outstanding. The interest rate and yield on the Original 2026 Notes were 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year. Collateral, Covenants and Restrictions Our obligations under the 2017 Senior Credit Facility are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the 2017 Senior Credit Facility. Gray Television, Inc. is a holding company with no material independent assets or operations. For all applicable periods, the 2024 Notes and 2026 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries of Gray Television, Inc. that do not gurantee the 2024 Notes and 2026 Notes are minor. As of September 30, 2017, 2023, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidaries. subsidiaries. The 20172019 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations oncomply. The 2026 Notes, the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on2027 Notes, the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 20262030 Notes and 2024the 2031 Notes also include covenants with which we must comply which are typical for borrowing transactions of their nature.comply. As of September 30, 2017 2023 and December 31, 2016, 2022, we were in compliance with all required covenants under all our debt obligations. Maturities Aggregate minimum principal maturities on long-term debt as of September 30, 2017 were as follows (in thousands):     Minimum Principal Maturities   Year   2017 Senior Credit Facility     2024 Notes     2026 Notes     Total   2017   $ 1,604     $ -     $ -     $ 1,604   2018     6,417       -       -       6,417   2019     6,417       -       -       6,417   2020     6,417       -       -       6,417   2021     6,417       -       -       6,417   Thereafter     609,566       525,000       700,000       1,834,566   Total   $ 636,838     $ 525,000     $ 700,000     $ 1,861,838     16 In the nine-months ended September 30, 2023, we paid the required principal reductions of $11 million of our 2021 Term Loan and voluntarily pre-paid the $295 million outstanding principal balance of our 2017 Term Loan.   4.5. Fair Value Measurement   For purposesWe measure certain assets and liabilities at fair value, which are classified by the FASB Codification within the fair value hierarchy as level 1,2, or 3, on the basis of determining a fair valuewhether the measurement we utilizeemploys observable or unobservable inputs. Observable inputs reflect market data orobtained from independent sources, while unobservable inputs reflect the Company’s own assumptions and consider information about readily available market participant assumptions. ● Level 1: Quoted prices for identical instruments in active markets ● Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable Fair value is defined as the price that market participants would use in pricingbe received to sell an asset, or paid to transfer a liability, including assumptions about risk andin an orderly transaction between market participants at the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized into a hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1”) and the lowest priority to unobservable inputs that require assumptions to measure fair value (“Level 3”). Level 2 inputs are those that are other than quoted prices on national exchanges included within Level 1 that are observable for the asset or liability either directly or indirectly (“Level 2”). Fair Value of Other Financial Instruments The estimated fair value of other financial instruments is determined using market information and appropriate valuation methodologies. Interpreting market data to develop fair value estimates involves considerable judgment.measurement date. The use of different market assumptions or methodologies could have a material effect on the estimated fair value amounts. Accordingly, the estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition.measurement.   The carrying amounts of the following instruments approximate fair value due to their short term to maturity: (i) accounts receivable, (ii) prepaid and other current assets, (iii) accounts payable, (iv) accrued employee compensation and benefits, (v) accrued interest, (vi) other accrued expenses, (vii) acquisition-related liabilities and (viii) deferred revenue.revenue approximate fair value at both September 30, 2023 and December 31, 2022.   TheAs of September 30, 2023 and December 31, 2022, the carrying amount of our long-term debt was $1.9$6.2 billion and $1.8$6.5 billion, respectively, and the fair value was $1.9$5.3 billion and $1.8$5.7 billion, respectively, as of September 30, 2017 and December 31, 2016. Fairrespectively. The fair value of our long-term debt is based on observable estimates provided by third-partythird party financial professionals as of September 30, 2017 and December 31, 2016each date, and as such is classified within Level 2 of the fair value hierarchy.   5.6.  Stockholders’Stockholders’ Equity   We are authorized to issue 135245 million shares in total of all classes of stock consisting of which 1525 million shares are designatedof Class A common stock, 100200 million shares are designatedof common stock, and 20 million shares are designatedof “blank check” preferred stock for which our Board of Directors has the authority to determine the rights, powers, limitations and restrictions. The rights of our common stock and Class A common stock are identical, except that our Class A common stock has 10 votes per share and our common stock has one vote per share. Our common stock and Class A common stock are entitled to receive cash dividends if declared, on an equal per-share basis. For the three and nine-month periods ended September 30, 2017 and 2016, we did not declare or pay any common stock or Class A common stock dividends. In each of March and November 2004, theThe Board of Directors declared a quarterly cash dividend of the Company authorized the Company to repurchase up to 2.0 million shares of the Company's$0.08 per share on our common stock and Class A common stock. In stock to shareholders of record on each of March 2006, this authorization was increased to an aggregate15, June 15, and September 15, 2023 and 2022, payable on the last business day of 5.0 million shares (the “2004-2006 Repurchase Authorization”). As of December 31, 2016, 279,200 shares remain available for repurchase under this authorization, which has no expiration date. On November 6, 2016, the Board of DirectorsMarch, June, and September, 2023 and 2022. The total common stock and Class A common stock dividends declared and paid during each of the Company authorized the Company to purchase up to an additional $75.0 million of our outstanding common stock prior to December 31, 2019 (the “2016 Repurchase Authorization”). The 2016 Repurchase Authorization prohibits the Company from purchasing shares directly from the Company’s officers, directors, or the Gray Television, Inc. Capital Accumulation Plan (the “401k Plan”). During the nine months-month periods ended September 30, 2017, we purchased 322,038 shares of our common stock at an average purchase price of $12.39 per share under the 2016 Repurchase Authorization, for a total cost of $4.0 million. As of September 30, 2017, $69.02023 and 2022 was $22 million remains available to purchase shares of our common stock under the 2016 Repurchase Authorization. The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The Company is not required to repurchase a minimum number of shares, and the repurchase authorizations may be modified, suspended or terminated at any time without prior notice.$23 million, respectively.   Under our various employee benefit plans,, including our 401k Plan, we may, at our discretion, issue authorized and unissued shares, or previously issued shares held in treasury, of our Class A common stock or common stock. As of September 30, 2017, 2023, we had reserved 1,923,1447.3 million shares and 7,632,4652.1 million shares of our Class A common stock and Class A common stock, respectively, for future issuance under various employee benefit plans.   17 67.. Retirement Plans   The following table provides the components of our net periodic pension benefit cost for are included in miscellaneous (expense) income, net in our defined benefit pension plans forcondensed consolidated statements of operations. During the three-month and nine-month periodsnine-months ended September 30, 2017 and 2016 (in thousands):     Three Months Ended     Nine Months Ended       September 30,     September 30,       2017     2016     2017     2016   Service cost   $ -     $ -     $ -     $ -   Interest cost     1,167       1,185       3,502       3,554   Expected return on plan assets     (1,412 )     (1,298 )     (4,236 )     (3,892 ) Loss amortization     121       153       363       458   Net periodic (benefit) cost   $ (124 )   $ 40     $ (371 )   $ 120   2023, the amount recorded as a benefit was not material. During the nine-month periodnine-months ended September 30, 2017, 2023, we contributed $0.6$4 million to our defined benefit pension plans. During the remainder of 2017, we expect to make additional contributions to these plans of between $1.7 million and $2.4 million.this plan.   During the three and nine-month periodsnine-month period ended September 30, 2017, 2023, we contributed $1.4$20 million and $5.0 million, respectively, in matching cash contributions, and shares of our common stock valued at approximately $9 million for our 2022 discretionary profit-sharing contributions, to the 401k401(k) Plan. DuringThe discretionary profit-sharing contribution was recorded as an expense in 2022 and accrued as of December 31, 2022. Based upon employee participation as of September 30, 2023, during the remainder of 2017,2023, we estimate that ourexpect to contribute approximately $5 million of matching cash contributions to this plan will be approximately $1.5 million, excluding discretionary profit-sharing contributions.plan.   7.8.  Share-basedStock-based Compensation   We recognize compensation expense for share-basedstock-based payment awards made to our employees, consultants and directors, including stock options and restricted shares awarded under our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”); our 2007 Long-Term Incentive Plan, as amended (the “2007 Incentive Plan”); and our Directors’ Restricted Stock Plan. Currently, there are no outstanding share awards under our Directors’ Restricted Stock Plan.directors. The following table provides information on our share-basedstock-based compensation expense and related income tax benefit for the three and nine-monthnine-month periods ended September 30, 2017 2023 and 2016, respectively2022 (in thousands)millions):     Three Months Ended     Nine Months Ended     Three Months Ended   Nine Months Ended     September 30,     September 30,     September 30,     September 30,     2017     2016     2017     2016     2023     2022     2023     2022   Stock-based compensation expense, gross   $ 1,532     $ 1,271     $ 4,305     $ 3,827     $ 5     $ 6     $ 14     $ 17   Income tax benefit at our statutory rate associated with share-based compensation     (597 )     (496 )     (1,679 )     (1,493 )     (1 )     (2 )     (4 )     (4 ) Stock-based compensation expense, net   $ 935     $ 775     $ 2,626     $ 2,334     $ 4     $ 4     $ 10     $ 13     The 2017 EICP provides for, and, while awards were available for grant thereunder the 2007 Incentive Plan provided for, the grant of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and performance awards to acquireAll shares of our Class A common stock orand common stock or otherunderlying outstanding restricted stock units and performance awards based on our performance, to our employees, consultants and non-employee directors.are counted as issued at target levels under the 2022 EICP for purposes of determining the number of shares available for future issuance.   18 During the nine-month period ended September 30, 2017, we granted: ● 307,943 shares of restricted common stock to certain employees, of which 102,648 shares will vest on each of January 31, 2018 and 2019; and 102,647 shares will vest on January 31, 2020; ● 198,220 shares of restricted Class A common stock to an employee, of which 66,073 shares will vest on each of January 31, 2018 and 2019, and 66,074 shares will vest on January 31, 2020; and ● 76,856 shares of restricted Class A common stock to our non-employee directors, all of which will vest on January 31, 2018. During the nine-month period ended September 30, 2016, we granted: ● 218,452 shares of restricted common stock to certain employees, of which 72,816 shares vested on January 31, 2017; 72,816 shares will vest on January 31, 2018; and 72,820 shares will vest on January 31, 2019; ● 166,677 shares of restricted Class A common stock to an employee, of which 55,559 shares vested on January 31, 2017 and 55,559 shares will vest on each of January 31, 2018 and 2019; and ● 19,048 shares of restricted common stock and 51,935 shares of restricted Class A common stock to certain non-employee directors, all of which vested on January 31, 2017. A summary of restricted common stock and Class A common stock, common stock and restricted stock units activity for the nine-monthnine-month periods ended September 30, 2017 2023 and 20162022 is as follows:     Nine Months Ended     Nine Months Ended     September 30, 2017     September 30, 2016     September 30, 2023     September 30, 2022             Weighted-             Weighted-             Weighted-           Weighted-             average             average             average           average             Grant Date             Grant Date             Grant Date           Grant Date     Number of     Fair Value     Number of     Fair Value     Number of   Fair Value   Number of   Fair Value     Shares     Per Share     Shares     Per Share     Shares     Per Share     Shares     Per Share   Restricted stock - common:                                   Outstanding - beginning of period (1)   997,745     $ 20.62     1,035,728     $ 19.69   Granted(1)   1,007,919     $ 8.15     400,927     $ 21.68   Vested     (461,953 )   $ 20.27       (341,918 )   $ 19.03   Outstanding - end of period (1)     1,543,711     $ 12.58       1,094,737     $ 20.62     Restricted stock - Class A common:   Outstanding - beginning of period (1)   677,238     $ 19.36     720,421     $ 18.22   Granted(1)   738,854     $ 8.34     250,448     $ 20.52   Vested     (203,986 )   $ 18.76       (229,758 )   $ 16.99   Outstanding - end of period (1)     1,212,106     $ 12.74       741,111     $ 19.38     Restricted stock units - common stock:   Outstanding - beginning of period     396,033       $12.06       337,506       $9.57       274,145     $ 23.60     125,247     $ 19.02   Granted     307,943       $10.40       237,500       $12.88     587,168     $ 11.50     259,079     $ 23.87   Vested     (200,291 )     $11.82       (178,973 )     $8.46       (247,953 )   $ 23.64     (108,921 )   $ 19.03   Forfeited     (26,192 )   $ 23.15       (1,260 )   $ 19.05   Outstanding - end of period     503,685       $11.14       396,033       $12.06       587,168     $ 11.50       274,145     $ 23.60                                   Restricted stock - class A common:                                 Outstanding - beginning of period     415,082       $10.15       374,693       $9.46     Granted     275,076       $10.84       218,612       $11.25   Vested     (227,526 )     $10.00       (178,223 )     $10.04   Outstanding - end of period     462,632       $10.63       415,082       $10.15     At September 30, 2017 and December 31, 2016, we had outstanding options(1)         For awards subject to acquire 274,746 shares of our common stock, all of which were vested and exercisable. The exercise price of all our outstanding stock optionsfuture performance conditions, amounts assume target performance. 9. Leases We determine if an arrangement is $1.99 per share. As of September 30, 2017 and December 31, 2016, we did not have any outstanding stock options for our Class A common stock. The aggregate intrinsic value of our outstanding stock options was $3.8 milliona lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the closing market pricepresent value of lease payments over the lease term. We generally use our common stockincremental borrowing rate based on September 30, 2017. In October 2017, we granted restricted stock unitsthe information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use (“RSUs”ROU”) representing 215,500 shares of our common stockassets related to certain non-executive employees, under the provisions of our 2017 EICP. These RSUs will vest on January 31, 2018 and may be settled only by the issuance of shares of our common stock. These RSUs were valued at $3.4 million as of their date of grant. This value will be recorded in our operating expenseslease liabilities are measured at lease commencement based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease commencement may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the four-month vesting period.lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components separately with only the lease component included in the calculation of the ROU asset and lease liability. We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of September 30, 2023, our operating leases substantially have remaining terms of one year to 99 years, some of which include options to extend and/or terminate the leases. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Cash flow movements related to our lease activities are included in other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our condensed consolidated statement of cash flows for the nine-months ended September 30, 2023.   19 As of September 30, 2023, the weighted-average remaining term of our operating leases was approximately 9.1 years. The weighted-average discount rate used to calculate the values associated with our operating leases was 6.55%. The table below describes the nature of lease expense and classification of operating lease expense recognized in the three and nine-months ended September 30, 2023 and 2022, respectively (in millions):     Three Months Ended     Nine Months Ended       September 30,     September 30,       2023     2022     2023     2022   Lease expense                                 Operating lease expense   $ 4     $ 4     $ 13     $ 13   Short-term lease expense     1       1       4       2   Total lease expense   $ 5     $ 5     $ 17     $ 15     8. CommitmentsThe maturities of operating lease liabilities as of September 30, 2023, for the remainder of 2023 and Contingenciesthe succeeding years were as follows (in millions):   Year ending December 31,   Operating Leases   Remainder of 2023   $ 4   2024     15   2025     14   2026     12   2027     11   Thereafter     53   Total lease payments     109   Less: Imputed interest     (28 ) Present value of lease liabilities   $ 81   From time 10. Commitments and Contingencies We are and expect to time, we are or may becomecontinue to be subject to legal actions, proceedings and claims that arise in the normal course of our business. In ourthe opinion of management, the amount of ultimate liability, if any, with respect to knownthese actions, proceedings and claims will not materially affect our financial position. However, the outcomeposition, results of any oneoperations or more matters cannot be predicted with certainty,cash flows, although legal proceedings are subject to inherent uncertainties, and the unfavorable resolution of any matterrulings or events could have a material adverse effectimpact on us.our financial position, results of operations or cash flows.   9 11..      Goodwill and Intangible Assets Goodwill and Intangible Assets   During Several years ago, our Raycom Sports subsidiary sublicensed certain Atlantic Coast Conference (“ACC”) football and basketball games from ESPN to Fox Sports that were assumed by Diamond Sports Group, LLC (“Diamond”) upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On July 7, 2023, the nine-month period ended September 30, 2017, we acquiredbankruptcy court granted the request of Diamond (supported by us) for the early rejection, and disposedtherefore the termination, of various television broadcast stationsthe ACC sports rights agreements. On July 13, 2023, The CW Network (“CW”) announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the now-terminated agreement with Diamond. Concurrently, Raycom Sports and broadcast licenses. See Note 2 “Acquisitions and Dispositions” for more information regarding these transactions.ESPN modified their license agreement to correspond with the terms of The CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result of the bankruptcy filings and these transactions,new July 2023 agreements, our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible asset balances changed. assets.   20 A summary of changes in our goodwill and other intangible assets, on a net basis, for the nine-month periodnine-months ended September 30, 2017 2023 is as follows (in thousands)millions):     Net Balance at     Acquisitions                             Net Balance at     Net Balance at   Acquisitions                   Net Balance at     December 31,     And                             September 30,     December 31,   And                   September 30,     2016     Adjustments     Dispositions     Impairments     Amortization     2017     2022     Adjustments, Net     Impairments     Amortization     2023                                                                         Broadcast licenses   $ 5,331     $ (11 )   $ -     $ -     $ 5,320   Goodwill   $ 485,318     $ 125,782     $ -     $ -     $ -     $ 611,100     2,663     (4 )   (16 )   -     2,643   Broadcast licenses     1,340,305       202,923       (13,105 )     -       -       1,530,123   Definite lived intangible assets     56,250       42,606       -       -       (18,684 )     80,172   Finite-lived intangible assets     636       -       (27 )     (147 )     462   Total intangible assets net of accumulated amortization   $ 1,881,873     $ 371,311     $ (13,105 )   $ -     $ (18,684 )   $ 2,221,395     $ 8,630     $ (15 )   $ (43 )   $ (147 )   $ 8,425   A summary of the changes in our goodwill, on a gross basis, for the nine-months ended September 30, 2023, is as follows (in millions):     As of     Acquisitions             As of       December 31,     And             September 30,       2022     Adjustments, Net     Impairments     2023                                     Goodwill, gross   $ 2,762     $ (4 )   $ -     $ 2,758   Accumulated goodwill impairment     (99 )     -       (16 )     (115 ) Goodwill, net   $ 2,663     $ (4 )   $ (16 )   $ 2,643     As of September 30, 2017 2023 and December 31, 2016, 2022, our intangible assets and related accumulated amortization consisted of the following (in thousands)millions):     As of September 30, 2017     As of December 31, 2016     As of September 30, 2023     As of December 31, 2022             Accumulated                     Accumulated                     Accumulated                   Accumulated           Gross     Amortization     Net     Gross     Amortization     Net     Gross     Amortization     Net     Gross     Amortization     Net   Intangible assets not currently subject to amortization:                                                   Broadcast licenses   $ 1,583,822     $ (53,699 )   $ 1,530,123     $ 1,394,004     $ (53,699 )   $ 1,340,305     $ 5,374     $ (54 )   $ 5,320     $ 5,385     $ (54 )   $ 5,331   Goodwill     611,100       -       611,100       485,318       -       485,318       2,643       -       2,643       2,663       -       2,663     $ 2,194,922     $ (53,699 )   $ 2,141,223     $ 1,879,322     $ (53,699 )   $ 1,825,623     $ 8,017     $ (54 )   $ 7,963     $ 8,048     $ (54 )   $ 7,994                                                     Intangible assets subject to amortization:                                                   Network affiliation agreements   $ 6,134     $ (2,905 )   $ 3,229     $ 1,264     $ (1,264 )   $ -     $ 216     $ (116 )   $ 100     $ 218     $ (88 )   $ 130   Other definite lived intangible assets     143,446       (66,503 )     76,943       105,792       (49,542 )     56,250   Other finite lived intangible assets     992       (630 )     362       1,055       (549 )     506     $ 149,580     $ (69,408 )   $ 80,172     $ 107,056     $ (50,806 )   $ 56,250     $ 1,208     $ (746 )   $ 462     $ 1,273     $ (637 )   $ 636                                                     Total intangibles   $ 2,344,502     $ (123,107 )   $ 2,221,395     $ 1,986,378     $ (104,505 )   $ 1,881,873     $ 9,225     $ (800 )   $ 8,425     $ 9,321     $ (691 )   $ 8,630     Amortization expense for the nine-monthnine-month periods ended September 30, 2017 2023 and 20162022 was $18.7$147 million and $12.4$156 million, respectively. Based on the current amount of intangible assets subject to amortization as of September 30, 2023, we expect that amortization expense for the remainder of 2023 would be approximately $47 million, and, for the succeeding five years, amortization expense will be approximately as follows: 2018, $20.42024, $125 million; 2019, $15.22025, $113 million; 2020, $12.22026, $83 million; 2021, $8.12027, $47 million; and 2022, $4.82028, $13 million. If and when acquisitions and dispositions occur in the future, actual amounts may vary materially from these estimates. Impairment of goodwill and broadcast licenses   Our intangible assets are primarily comprised of broadcast licenses. There were no triggering events that required a test of our goodwill or intangible assets for impairment during the nine-month periods ended September 30, 2017 or 2016. 10 21 12..     Income Taxes Income Taxes   For the three and nine-monthnine-month periods ended September 30, 2017 2023 and 2016,2022, our income tax expense and effective income tax rates were as follows (dollars in thousands)millions):     Three Months Ended     Nine Months Ended     Three Months Ended   Nine Months Ended     September 30,     September 30,     September 30,     September 30,     2017     2016     2017     2016     2023     2022     2023     2022   Income tax expense   $ 10,529     $ 797     $ 65,751     $ 19,109   Income tax expense (benefit)   $ 3     $ 42     $ (3 )   $ 101   Effective income tax rate     40.7 %     136.5 %     40.6 %     42.0 %   (8 %)   28 %   4 %   27 %   We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarter is based upon these full-yearfull year projections, which are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits to adjust our statutory Federal income tax rate of 35.0%21% to our effective income tax rate. For the nine-monthnine-month period ended September 30, 2017, these estimates increased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 40.6% as follows: state income taxes added 4.3% and permanent differences between our U.S. GAAP income and taxable income added 1.3%. For the nine-month period ended September 30, 2016, 2023, these estimates increased or decreased our statutory Federal income tax rate of 35.0% to our effective income tax rate of 42.0%4% as follows: state income taxes added 4.6%3%, permanent differences between our U.S. GAAP income and taxable income reduced our rate by 7% and discrete items further reduced our rate by 13%. For the nine-month period ended September 30, 2022, these estimates increased or decreased our statutory Federal income tax rate to our effective income tax rate of 27% as follows: state income taxes added 5%, permanent differences between our U.S. GAAP income and taxable income added 2.1%,1%. During the nine-months ended September 30, 2023, we made $43 million of federal and discrete items added 1.0%, while adjustmentsstate income tax payments, net of refunds. During the remainder of 2023, we anticipate making income tax payments (before deducting refunds) of approximately $5 million to $9 million. As of September 30, 2023, we have an aggregate of approximately $344 million of various state operating loss carryforwards, of which we expect that approximately one-third will be utilized. We expect that approximately $217 million of these state net operating loss carryforwards will not be utilized due to section 382 limitations and those that will expire prior to utilization. After applying our reservestate effective tax rate, this amount is included in our valuation allowance for uncertaindeferred tax positions resultedassets. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020, and permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018,2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During 2020, we carried back certain net operating losses resulting in a reductionrefund of 0.7%.$21 million, excluding interest, that is currently outstanding.   22 13. Segment information   We operate in two business segments: broadcasting and production companies. The broadcasting segment operates television stations in local markets in the U.S. The production companies segment includes the production of television content and our productions facilities, primarily Assembly Atlanta. Costs identified as other are primarily corporate and administrative expenses. The following tables present certain financial information concerning our operating segments (in millions):             Production                   As of and for the nine months ended September 30, 2023:   Broadcasting     Companies     Other     Consolidated                                     Revenue (less agency commissions)   $ 2,363     $ 54     $ -     $ 2,417   Operating expenses before depreciation, amortization, impairment and loss on disposal of assets, net:     1,664       88       79       1,831   Depreciation and amortization     241       9       3       253   Impairment of goodwill and other intangible assets     -       43       -       43   Loss on disposal of assets, net     18       2       -       20   Operating expenses     1,923       142       82       2,147   Operating income (loss)   $ 440     $ (88 )   $ (82 )   $ 270                                     Interest expense   $ -     $ -     $ 324     $ 324   Capital expenditures (excluding business combinations)   $ 83     $ 201     $ 4     $ 288   Goodwill   $ 2,615     $ 28     $ -     $ 2,643   Total assets   $ 10,014     $ 653     $ 68     $ 10,735                                     For the nine months ended September 30, 2022:                                                                   Revenue (less agency commissions)   $ 2,548     $ 56     $ -     $ 2,604   Operating expenses before depreciation, amortization and (gain) loss on disposal of assets, net:     1,595       56       80       1,731   Depreciation and amortization     240       10       2       252   (Gain) loss on disposal of assets, net     (6 )     -       -       (6 ) Operating expenses     1,829       66       82       1,977   Operating income (loss)   $ 719     $ (10 )   $ (82 )   $ 627                                     Interest expense   $ -     $ -     $ 254     $ 254   Capital expenditures (excluding business combinations)   $ 114     $ 181     $ 3     $ 298                                     As of December 31, 2022:                                                                   Goodwill   $ 2,618     $ 45     $ -     $ 2,663   Total assets   $ 10,444     $ 535     $ 173     $ 11,152   23 Item 2.Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations   Executive Overview   Introduction. The following discussion and analysis of the financial condition and results of operations of Gray Television, Inc. and its consolidated subsidiaries (except as the context otherwise provides, “Gray,” the “Company,” “we,” “us” or “our,”“our”) is a television broadcast company headquartered in Atlanta, Georgia, that owns and/or operates over 100 television stations and leading digital assets in markets throughout the United States. As of September 30, 2017, we owned and operated television stations in 57 television markets broadcasting over 200 programming streams, including over 100 channels affiliated with the CBS Network (“CBS”), the NBC Network (“NBC”), the ABC Network (“ABC”) and the FOX Network (“FOX”). As of September 30, 2017, our station group reached approximately 10.4% of total United States television households. The following analysis of the financial condition and results of operations of Gray Television, Inc. and its consolidated subsidiaries should be read in conjunction with our unaudited condensed consolidated financial statements and related notes contained in this report andthereto included elsewhere herein, as well as with our audited consolidated financial statements and related notes containedthereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162022 (the “2016“2022 Form 10-K”). filed with the SEC.   Recent AcquisitionsBusiness Overview. We are a multimedia company headquartered in Atlanta, Georgia.  We are the nation’s largest owner of top-rated local television stations and digital assets in the United States.  Our television stations serve 113 television markets that collectively reach approximately 36 percent of US television households. This portfolio includes 80 markets with the top-rated television station and 102 markets with the first and/or second highest rated television station.  We also own video program companies Raycom Sports, Tupelo Media Group, PowerNation Studios, as well as the studio production facilities Assembly Atlanta and Third Rail Studios.    On January 13, 2017,Our operating revenues are derived primarily from broadcasting and internet advertising, retransmission consent fees and, to a lesser extent, other sources such as production of television and event programming, television commercials, tower rentals and management fees. For the nine-months ended September 30, 2023 and 2022, we acquired KTVF-TV (NBC), KXDF-TV (CBS),generated revenue of $2.4 billion and KFXF-TV (FOX)$2.6 billion, respectively. Revenues, Operations, Cyclicality and Seasonality. Broadcast advertising is sold for placement generally preceding or following a television station’s network programming and within local and syndicated programming. Broadcast advertising is sold in time increments and is priced primarily on the basis of a program’s popularity among the specific audience an advertiser desires to reach. In addition, broadcast advertising rates are affected by the number of advertisers competing for the available time, the size and demographic makeup of the market served by the station and the availability of alternative advertising media in the Fairbanks, Alaska television market (DMA 202) for $8.0 million (the “Fairbanks Acquisition”). On January 17, 2017, we acquired WBAY-TV (ABC), inarea. Broadcast advertising rates are generally the Green Bay, Wisconsin television market (DMA 69), and KWQC-TV (NBC), inhighest during the Davenport, Iowa, Rock Island, Illinois, and Moline, Illinois or “Quad Cities” television market (DMA 102) (collectively, the “Media General Acquisition”), for $269.9 million. On May 1, 2017, we acquired WDTV-TV (CBS) and WVFX-TV (FOX/CW) in the Clarksburg-Weston, West Virginia television market (DMA 169) from Withers Broadcasting Companymost desirable viewing hours, with corresponding reductions during other hours. The ratings of West Virginia (the “Clarksburg Acquisition”) for $26.5 million. On June 1, 2016, we began operating these stations, subject to the control of the seller, under a local marketing agreement (“LMA”) that terminated upon completionstation affiliated with a major network can be affected by ratings of the acquisition. On May 1, 2017, we acquired WABI-TV (CBS/CW) in the Bangor, Maine television market (DMA 156)network programming. Most advertising contracts are short-term, and WCJB-TV (ABC/CW) in the Gainesville, Florida television market (DMA 159) from Community Broadcasting Service and Diversified Broadcasting, Inc. (collectively, the “Diversified Acquisition”)generally run only for $85.0 million. On April 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition. On August 1, 2017, we acquired WCAX-TV (CBS) in the Burlington, Vermont – Plattsburgh, New York television market (DMA 97) from Mt. Mansfield Television, Inc., (the “Vermont Acquisition”) for $29.0 million. On June 1, 2017, we began operating these stations, subject to the control of the seller, under an LMA that terminated upon completion of the acquisition.a few weeks.   We referalso sell internet advertising on our stations’ websites and mobile apps. These advertisements may be sold as banner advertisements, video advertisements and other types of advertisements or sponsorships. Our broadcast and internet advertising revenues are affected by several factors that we consider to be seasonal in nature. These factors include: ● Spending by political candidates, political parties and special interest groups increases during the even-numbered “on-year” of the two-year election cycle. This political spending typically is heaviest during the fourth quarter of such years; ● Broadcast advertising revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in advertising in the spring and in the period leading up to and including the holiday season; ● Core advertising revenue on our NBC-affiliated stations increases in certain years as a result of broadcasts of the Olympic Games; and ● Because our stations and markets are not evenly divided among the Big Four broadcast networks, our local and national advertising revenue can fluctuate between years related to which network broadcasts the Super Bowl. We derived a material portion of our non-political broadcast advertising revenue from advertisers in a limited number of industries, particularly the services sector, comprising financial, legal and medical advertisers, and the automotive industry. The services sector has become an increasingly important source of advertising revenue over the past few years. During the nine-months ended September 30, 2023 and 2022, approximately 26% and 28%, respectively, of our broadcast advertising revenue (excluding political advertising revenue) was obtained from advertising sales to the eight stations acquired (excludingservices sector. During the stations acquired in the Clarksburg Acquisition) during the first nine months of 2017nine-months ended September 30, 2023 and the stations we commenced operating under LMAs during that period as the “2017 Acquisitions.” We refer to the 13 stations acquired in 2016,2022 approximately 20% and that we retained in those acquisitions (including the stations in the Clarksburg Acquisition that we commenced operating under an LMA on June 1, 2016) as the “2016 Acquisitions.” For additional information regarding our recent acquisitions, see Note 1 “Basis of Presentation” and Note 2 “Acquisitions”16%, respectively, of our unaudited condensed consolidated financial statements contained elsewhere in this report. Recent Financing Transactions On February 7, 2017, we entered into the 2017 Senior Credit Facility consisting of a $556.4 million term loan facility (the “2017 Initial Term Loan”) and a $100.0 million revolving credit facility (the “2017 Revolving Credit Facility”). Borrowings under the 2017 Initial Term Loan were used to repay amounts outstanding under our prior term loan. On April 3, 2017, we borrowed $85.0 million under an incremental term loan (the “2017 Incremental Term Loan” and, together with the 2017 Initial Term Loan, the “2017 Term Loan”) under the 2017 Senior Credit Facility to fund the Diversified Acquisition. Our quarterly principal payments under the 2017 Term Loan are $1.6 million. Cyclicality, Seasonality and Advertising Concentrations Broadcast stations like ours rely onbroadcast advertising revenue and, as a result, they are sensitive to cyclical changes in the economy. Our(excluding political advertising revenue is generally not as significantly affected by economic slowdowns or recessions as our non-politicalrevenue) was obtained from advertising revenue. Broadcast advertisingsales to automotive customers. Revenue from these industries may represent a lower percentage of total revenue is generally highest in the second and fourth quarters each year. This seasonality results partly from increases in consumer advertising in the spring and retail advertising in the period leading up to and including the Christmas holiday season. Broadcast advertising revenue is also typically higher in even-numbered years due to, spending by political candidates, political parties and special interest groups duringamong other things, the “on year”decreased availability of advertising time, as a result of such years being the “on-year” of the two-year politicalelection cycle. 24 While our total revenues have increased in recent years as a result of our acquisitions, our revenue remains under pressure from the impact on the advertising cycle. This politicalmarket as a result of the COVID-19 global pandemic and from the internet as a competitor for advertising spending typicallyspending. We have been taking steps to mitigate the impacts of COVID-19 and we continue to enhance and market our internet websites in an effort to generate additional revenue. Our aggregate internet revenue is heaviest during the fourth quarter.derived from both advertising and sponsorship opportunities directly on our websites. Our primary broadcasting operating expenses are employee compensation, related benefits and programming costs. In addition, the broadcastbroadcasting operations incur overhead expenses, such as maintenance, supplies, insurance, rent and utilities. A large portion of Olympic Games bythe operating expenses of our NBC-affiliated stations during even-numbered years generally leadsbroadcasting operations is fixed. We continue to increased viewershipmonitor our operating expenses and revenue during those years.seek opportunities to reduce them where possible.   For the nine-month period ended September 30, 2017, excluding political advertising revenue, our largest advertising customer category was automotive. For the nine-month periods ended September 30, 2017 and 2016, we earned approximately 25% and 23%, respectively,Production Company Operations. The Assembly Studios portion of our total broadcast advertising revenue, excluding political advertising revenue, from automotive customers. Our businessAssembly Atlanta project commenced operations in the third quarter of 2023. The studio operations are managed under an operating agreement with NBCUniversal Media, LLC (“NBCU”) through which NBCU will lease and operating results could be materially adversely affected if advertising revenue from automotive customers were to decrease significantly. Our business and operating results could also be materially adversely affected if revenue decreased from one or more other significant advertising categories, such asoperate the medical, restaurant, communications, furniture and appliances, entertainment, or financial service industries.new state-of-the-art studio facilities.   Please see our “Results of Operations” and “Liquidity and Capital Resources” sections below for further discussion of our operating results.   Revenue Set forth below are the principal types of revenue, less agency commissions, earned by us for the periods indicated and the percentage contribution of each type of revenue to our total revenue (dollars in thousands)millions):       Three Months Ended September 30,     Nine Months Ended September 30,       2017     2016     2017     2016               Percent             Percent             Percent             Percent       Amount     of Total     Amount     of Total     Amount     of Total     Amount     of Total   Revenue:                                                                 Local (including internet/digital/mobile)   $ 110,033         50.2%     $ 102,172        50.0%     $ 330,547        50.9%     $ 296,253          51.5%   National     31,027         14.2%       25,426        12.4%       86,822        13.4%       73,575          12.8%   Political     4,005           1.8%       22,272        10.9%       9,034          1.4%       41,576           7.2%   Retransmission consent     70,150         32.0%       51,096        25.0%       207,094         31.9%       148,914          25.9%   Other     3,762           1.8%       3,524          1.7%       15,622           2.4%       14,528           2.6%   Total   $ 218,977       100.0%     $ 204,490       100.0%     $ 649,119       100.0%     $ 574,846       100.0%       Three Months Ended September 30,     Nine Months Ended September 30,       2023     2022     2023     2022               Percent             Percent             Percent             Percent       Amount     of Total     Amount     of Total     Amount     of Total     Amount     of Total   Revenue:                                                                 Core advertising   $ 363       45 %   $ 359       39 %   $ 1,099       45 %   $ 1,090       42 % Political     26       3 %     144       16 %     46       2 %     260       10 % Retransmission consent     378       47 %     368       40 %     1,167       48 %     1,143       44 % Production companies     20       2 %     20       2 %     54       2 %     56       2 % Other     16       3 %     18       3 %     51       3 %     55       2 % Total   $ 803       100 %   $ 909       100 %   $ 2,417       100 %   $ 2,604       100 %   Results of Operations   Three-MonthsThree-Months Ended September 30, 20172023 (“ (“2017the 2023 three-month period”period”) Compared to Three-Monthsto Three-Months Ended September 30, 20162022 (“ (“2016the 2022 three-month period”period”)   RevenueRevenue.. Total revenue increased $14.5decreased $106 million, or 7%12%, to $219.0$803 million in the 2017 three-month period compared to the 20162023 three-month period. The 2017 Acquisitions and 2016 Acquisitions collectively accounted for approximately $59.3 million of total revenue inDuring the 2017 three-month period. The 2016 Acquisitions accounted for approximately $37.1 million of total revenue in the 2016 three-month period. Excluding the impact of the 2017 Acquisitions and the 2016 Acquisitions, total revenue at our legacy stations decreased primarily due to a $14.2 million decrease in political advertising revenue, resulting primarily from 2017 being the “off-year” of the two-year election cycle. In addition, local and national advertising revenue was impacted by our broadcast of the 2016 Olympic Games in the 2016 nine-month period that produced approximately $8.2 million of local and national advertising revenue. These decreases were partially offset by increases of $10.0 million of retransmission consent revenue in the 2017 three-month period. Broadcast expenses. Broadcast expenses (before depreciation, amortization and loss on disposal of assets) increased $18.7 million, or 16%, to $139.4 million in the 20172023 three-month period, due primarily to the 2017 Acquisitionscyclical decrease in political advertising revenue: ● Core advertising revenue increased by $4 million or 1%; ● Retransmission consent revenue increased by $10 million or 3%, due to an increase in rates, offset, in part, by a decrease in subscribers; and ● Political advertising revenue decreased by $118 million. Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and 2016 Acquisitions, which accounted for approximately $34.9gain or loss on disposal of assets) increased $20 million, of broadcast expenses in the 2017 three-month period. The 2016 Acquisitions accounted for approximately $20.9 million of our broadcast expenses in the 2016 three-month period. In additionor 4%, to the impact of the 2017 Acquisitions and the 2016 Acquisitions, non-compensation expense at our legacy stations increased $5.9 million primarily as a result of a $5.3 million increase in retransmission expense, consistent with the increase in retransmission consent revenue. Non-cash stock based compensation expenses were $0.4 million and $0.3$557 million in the 20172023 three-month period. During the 2023 three-month period: ● Payroll broadcasting expenses increased by $10 million as a result of routine increases in compensation. ● Non-payroll broadcasting expenses increased by $10 million, primarily as a result of increased retransmission expense, consistent with increased retransmission revenue. ● Broadcast non-cash stock-based compensation expense was approximately $1 million in each of the 2023 and 2022 three-month periods. 25 Production company expenses. Production company operating expenses (before depreciation, amortization, impairment and 2016gain or loss on disposal of assets) were $18 million in the 2023 three-month periods, respectively.period, an increase of $2 million compared to the 2022 three-month period.   Corporate and administrative expenses.Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss on disposal of assets) increased $1.1decreased by $4 million, or 15%, to $8.3 million in$23 million. During the 20172023 three-month period compared to the 2016 three-month period, primarily as a result of increasedcompensation expense decreased by $2 million and professional services and promotional expenses.decreased by $1 million. Non-cash share basedstock-based compensation expenses were $1.2 million and $1.0$4 million in each of the 20172023 and 20162022 three-month periods, respectively.periods.   Depreciation.Depreciation of property and equipment increased $1.6totaled $36 million or 14%, to $13.1and $33 million in the 20172023 three-month period compared toand the 20162022 three-month period.period, respectively. Depreciation increased primarily due to the addition of depreciable assets acquired as a part of the 2017 Acquisitions and the 2016 Acquisitions.assets.   Amortization of intangible assets. . Amortization of intangible assets totaled $48 million and $52 million in the 2023 three-month period and the 2022 three-month period, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. Impairment of Goodwill and Other Intangible Assets. Several years ago, our Raycom Sports subsidiary sublicensed certain ACC football and basketball games from ESPN to Fox Sports that were assumed by Diamond upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On July 7, 2023, the bankruptcy court granted the request of Diamond (supported by us) for the early rejection, and therefore the termination, of the ACC sports rights agreements. On July 13, 2023, The CW announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the now-terminated agreement with Diamond. Concurrently, Raycom Sports and ESPN modified their license agreement to correspond with the terms of The CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result of the bankruptcy filings and these new July 2023 agreements, our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets.   Miscellaneous Expense, Net. Miscellaneous expense, net totaled $10 million and $1 million in the 2023 three-month period and the 2022 three-month period, respectively. Miscellaneous expense increased approximately $2.2primarily due the write-off of an investment in the 2023 three-month period. Interest Expense. Interest expense increased $17 million, or 53%18%, to $6.5$111 million duringfor the 20172023 three-month period compared to the 2016 three-month period. Amortization expense increased primarily due to the additional definite-lived intangible assets acquired as a part of the 2017 Acquisitions and the 2016 Acquisitions. Interest expense. Interest expense decreased $3.7 million or 13% to $24.2 million in the 2017 three-month period compared to the 20162022 three-month period. This decreaseincrease was primarily attributable to the net effect of an increase in the average borrowings outstanding, offset by a decrease in our average interest rates.rates on our outstanding debt, net of the impact of our pre-payment of our outstanding 2017 Term Loan balance. The average interest rate on all of our total outstanding debt balance was 4.9% and 5.6% duringincreased to 6.6% in the 20172023 three-month period andcompared to 5.3% in the 20162022 three-month period, respectively.period. Our average outstanding debt balance was $1.9$6.3 billion and $1.7$6.7 billion during the 20172023 and 2022 three-month period and the 2016 three-month period, respectively, with the increase primarily attributable to the borrowings to finance the 2017 Acquisitions and 2016 Acquisitions.periods, respectively. Loss from early extinguishment of debt. In the 2016 three-month period we completed a tender offer and redemption of our then outstanding 7½% senior notes due 2020 (the “Tender Offer” and the “Redemption”). We recorded a loss from early extinguishment of debt of approximately $32.0 million ($19.5 million net of tax) in the 2016 three-month period, consisting of Tender Offer premiums of $18.2 million, premiums related to the Redemption of $9.1 million, the write off of unamortized deferred financing costs of $8.0 million and the payment of approximately $0.2 million in legal and other professional fees; but reduced by the recognition of un-accreted net premium of $3.5 million.   Income tax expense.Tax Expense. We recognized income tax expense of $10.5$3 million and $0.8$42 million forin the 20172023 and 20162022 three-month periods, respectively. For the 2017 and 2016 three-month periods, ourOur effective income tax rate was 40.7%rates were (8%) and 136.5%,28% in the 2023 and 2022 three-month periods, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarterinterim period is based upon these full-yearfull year projections that are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 20172023 three-month period, these estimates increased or decreased our statutory Federal income tax rate of 35.0%21% to our effective income tax rate of (8%) as follows: state income taxes added 4.5%,1% and permanent differences between our U.S. GAAP income and taxable income added 1.3%,resulted in a reduction of 12% and discrete items decreased the effective rate by 0.1%resulted in a reduction of 18%. 26 Nine-MonthsNine-Months Ended September 30, 20172023 (“the 2023 nine-month period” (“2017nine-month period”) Compared to Nine-Monthsto Nine-Months Ended September 30, 20162022 (“ (“2016nine-month period”) Revenue. Total revenue increased $74.3 million, or 13%, to $649.1 million in the 20172022 nine-month period as compared to the 2016 nine-month period. The 2017 Acquisitions and 2016 Acquisitions collectively accounted for approximately $167.9 million of total revenue in the 2017 nine-month period. The 2016 Acquisitions accounted for approximately $87.9 million of total revenue in the 2016 nine-month period. Excluding the impact of the 2017 Acquisitions and the 2016 Acquisitions, total revenue at our legacy stations decreased primarily due to a decrease of $28.9 million in political advertising revenue, resulting primarily from 2017 being the “off-year” of the two-year election cycle. This decrease at our legacy stations was offset by increases of $28.9 million in retransmission consent revenue in the 2017 nine-month period.”)   Local and national advertisingRevenue. Total revenue declined,decreased $187 million, or 7%, to $2.4 billion in part, as a result of the impact of the broadcast of the 2017 Super Bowl on our FOX-affiliated stations generating approximately $0.6 million of local and national advertising revenue, compared to $1.6 million that we earned2023 nine-month period from the broadcast of2022 nine-month period. During the 2016 Super Bowl on our CBS-affiliated stations. Local and national advertising revenue also declined because the 2016 nine-month period included approximately $8.2 million of revenue from the broadcast of the 2016 Olympic Games. Broadcast expenses. Broadcast expenses (before depreciation, amortization and loss (gain) on disposal of assets) increased $59.8 million, or 17%, to $406.4 million in the 20172023 nine-month period, due primarily to the 2017 Acquisitionscyclical decrease in political advertising revenue: ● Core advertising revenue increased by $9 million or 1%, despite core advertising revenue from the broadcast of the 2023 Super Bowl on our 27 FOX-affiliated stations was approximately $6 million, compared to $13 million that we earned from the broadcast of the 2022 Super Bowl and the Winter Olympics on our 56 NBC-affiliated stations; ● Retransmission consent revenue increased by $24 million or 2% due to an increase in rates, offset, in part, by a decrease in subscribers; and ● Political advertising revenue decreased by $214 million. Broadcasting Expenses. Broadcasting expenses (before depreciation, amortization and 2016 Acquisitions, which accounted forgain or loss on disposal of assets) increased $69 million, to $1.7 billion. During the 2023 nine-month period: ● Payroll broadcasting expenses increased by $35 million as a result of routine increases in compensation. ● Non-payroll broadcasting expenses increased by $34 million primarily due to an increase in retransmission expense of $27 million. ● Broadcast non-cash stock-based compensation expense was $4 million and $3 million in the 2023 and 2022 nine-month periods, respectively. Production Company Expenses. Production company expenses (before depreciation, amortization, impairment and gain or loss on disposal of assets) increased by approximately $95.1 million of broadcast expenses in the 2017 nine-month period. The 2016 Acquisitions accounted for approximately $52.6 million of our broadcast expenses in the 2016 nine-month period. In addition to the impact of the 2017 Acquisitions and the 2016 Acquisitions, non-compensation expense at our legacy stations increased $18.5 million primarily as a result of a $15.7 million increase in retransmission expense, consistent with the increased retransmission consent revenue, and $5.2 million of professional fees. Non-cash stock based compensation expenses were $1.1 million and $0.9$32 million in the 20172023 nine-month period to $88 million, compared to $56 million in the 2022 nine-month period. Production company operating expenses included $17 million allowance for credit losses related to the bankruptcy of Diamond, a counterparty in contracts with us and 2016 nine-month periods, respectively.$18 million to settle litigation related to the Assembly Atlanta project.   Corporate and administrative expenses.Administrative Expenses. Corporate and administrative expenses (before depreciation, amortization and gain or loss (gain) on disposal of assets) decreased $7.0by $1 million, or 22%, to $24.4$79 million forin the 20172023 nine-month period period compared to the 20162022 nine-month periodperiod. These decreases were primarily as athe result of decreases of $7.7 million in professional fees related to acquisitions. We recorded corporate non-cashservices costs. Non-cash stock-based compensation expense of $3.2 million and $2.9expenses decreased to $11 million in the 2017 and 20162023 nine-month periods, respectively.period compared to $14 million in the 2022 nine-month period.   Depreciation.Depreciation of property and equipment increased $4.3totaled $106 million or 13%, to $38.6and $96 million forin the 20172023 nine-month period as comparedand the 2022 nine-month period, respectively. Depreciation increased primarily due to the 2016 nine-month period. Depreciation increased due to additional property and equipment being placed in service due to routine asset purchases and the 2017 Acquisitions and the 2016 Acquisitions.addition of depreciable assets.   Amortization of intangible assets. . Amortization of intangible assets totaled $147 million and $156 million in the 2023 nine-month period and the 2022 nine-month period, respectively. Amortization decreased primarily due to finite-lived intangible assets becoming fully amortized. Impairment of Goodwill and Other Intangible Assets. Several years ago, our Raycom Sports subsidiary sublicensed certain ACC football and basketball games from ESPN to Fox Sports that were assumed by Diamond upon its acquisition of Fox Sports. In March 2023, Diamond sought bankruptcy protection. On July 7, 2023, the bankruptcy court granted the request of Diamond (supported by us) for the early rejection, and therefore the termination, of the ACC sports rights agreements. On July 13, 2023, The CW announced that it had entered into an agreement with Raycom Sports for a similar package of sports rights related to the ACC games that had been included in the now-terminated agreement with Diamond. Concurrently, Raycom Sports and ESPN modified their license agreement to correspond with the terms of The CW sublicense agreement. The new agreements mitigate a portion of the losses caused by Diamond’s rejection of its ACC sports rights agreement with Raycom Sports. As a result of the bankruptcy filings and these new July 2023 agreements, our production companies segment recorded a non-cash charge of $43 million, for impairment of goodwill and other intangible assets.   Loss (Gain) on Disposals of Assets, Net. We recognized a loss on disposal of assets of $20 million in the 2023 nine month period compared to a gain on disposal of assets of $6 million in the 2022 nine-month period, primarily related to the sale of television station KNIN in the Boise, Idaho market, in which we recognized a loss of $14 million in the 2023 nine-month period. 27 Miscellaneous Expense, Net. Miscellaneous expense, net totaled $13 million and $3 million in the 2023 nine-month period and the 2022 nine-month period, respectively. Miscellaneous expense increased $6.3primarily due the write-off of an investment in the 2023 nine-month period. Interest Expense. Interest expense increased $70 million, or 51%28%, to $18.7$324 million duringfor the 20172023 nine-month period compared to the 2016 nine-month period due to amortization of the additional definite-lived intangible assets of the 2017 Acquisitions and 2016 Acquisitions. Interest expense. Interest expense decreased $2.3 million, or 3%, to $71.2 million for the 2017 nine-month period compared to the 20162022 nine-month period. This increase was primarily attributable to a decreasethe increase in our average interest rates partially offset by an increase inon our average borrowings outstanding.outstanding debt, net of the impact of our pre-payment of our outstanding 2017 Term Loan balance. The average interest rate on all of our total outstanding debt balance was 4.9% and 5.6% duringincreased to 6.5% in the 20172023 nine-month period andcompared to 4.8% in the 20162022 nine-month period, respectively.period. Our average outstanding debt balance was $1.8$6.3 billion and $1.6$6.8 billion during the 20172023 and 2022 nine-month period and the 2016 nine-month period, respectively, with the increase primarily attributable to the borrowings to finance the 2017 Acquisitions and 2016 Acquisitions. Loss from early extinguishment of debt. In the 2017 nine-month period, we recorded a loss from early extinguishment of debt of approximately $2.9 million, as a result of entering into our 2017 Senior Credit Facility. In the 2016 nine-month period we completed the Tender Offer and Redemption, and we recorded a loss from early extinguishment of debt of approximately $32.0 million ($19.5 million net of tax) in the 2016 nine-month period, consisting of Tender Offer premiums of $18.2 million, premiums related to the redemption of $9.1 million, the write off of unamortized deferred financing costs of $8.0 million and the payment of approximately $0.2 million in legal and other professional fees; but reduced by the recognition of un-accreted net premium of $3.5 million.periods, respectively.   Income tax expense.Tax (Benefit) Expense. We recognized an income tax benefit of $3 million and an income tax expense of $65.8 million and $19.1$101 million in the 20172023 and 20162022 nine-month periods, respectively. For the 2017 and 2016 nine-month periods, ourOur effective income tax rate was 40.6%rates were 4% and 42.0%, respectively. The primary reason for the increase in our income tax expense was the increase in our pre-tax income27% in the 20172023 and 2022 nine-month period compared to the 2016 nine-month period.periods, respectively. We estimate our differences between taxable income or loss and recorded income or loss on an annual basis. Our tax provision for each quarterinterim period is based upon these full-yearfull year projections that are revised each reporting period. These projections incorporate estimates of permanent differences between U.S. GAAP income or loss and taxable income or loss, state income taxes and adjustments to our liability for unrecognized tax benefits. For the 20172023 nine-month period, these estimates increased our statutory Federalfederal income tax rate of 35.0%21% to our effective income tax rate of 4% as follows: state income taxes added 4.3% and3%, permanent differences between our U.S. GAAP income and taxable income added 1.3%reduced our rate by 7% and discrete items further reduced our rate by 13%.   Liquidity and Capital Resources   General   The following table presentspresents data that we believe is helpful in evaluating our liquidity and capital resources (in thousands)millions):     Nine Months Ended September 30,     Nine Months Ended September 30,     2017     2016     2023     2022   Net cash provided by operating activities   $ 114,346     $ 103,419     $ 565     $ 596   Net cash used in investing activities     (336,334 )     (469,504 )   (259 )   (362 ) Net cash provided by financing activities     69,653       499,165   (Decrease) increase in cash   $ (152,335 )   $ 133,080   Net cash used in financing activities     (346 )     (279 ) Decrease in cash   $ (40 )   $ (45 )       As of       September 30, 2017     December 31, 2016   Cash   $ 172,854     $ 325,189   Long-term debt   $ 1,831,610     $ 1,756,747   Borrowing availability under the Revolving Credit Facility   $ 100,000     $ 60,000   Our 2017 Senior Credit Facility consists of the 2017 Revolving Credit Facility and the 2017 Term Loan. Excluding accrued interest, the amount outstanding under our 2017 Senior Credit Facility as of September 30, 2017 and the 2014 Senior Credit Facility as of December 31, 2016 consisted solely of a term loan totaling $636.8 million and $556.4 million, respectively. On April 3, 2017, we borrowed $85.0 million under the 2017 Incremental Term Loan. Our maximum borrowing availability under our 2017 Revolving Credit Facility is limited by our required compliance with certain restrictive covenants, including a first lien net leverage ratio covenant.     As of       September 30, 2023     December 31, 2022   Cash   $ 21     $ 61   Long-term debt, including current portion, less deferred financing costs   $ 6,186     $ 6,455   Series A Perpetual Preferred Stock   $ 650     $ 650   Borrowing availability under Revolving Credit Facility   $ 469     $ 496     28 As of September 30, 2017, the interest rate on the balance outstanding under the 2017 Senior Credit Facility was 3.7%. As of December 31, 2016, the interest rate on the balance outstanding under the 2014 Senior Credit Facility was 3.9%. Borrowings under the 2017 Term Loan currently bear interest, at our option, at either the London Interbank Offered Rate (“LIBOR”) or the Base Rate (as defined below), in each case, plus an applicable margin. Currently, the applicable margin is 2.25% for LIBOR borrowings and 1.25% for Base Rate borrowings. The applicable margin is determined quarterly based on our leverage ratio as set forth in the 2017 Senior Credit Facility (the “Leverage Ratio”). If our Leverage Ratio is less than or equal to 5.25 to 1.00, the applicable margin will be 2.25% for all LIBOR borrowings and 1.25% for all Base Rate borrowings and if the Leverage Ratio is greater than 5.25 to 1.00, the applicable margin will be 2.5% for all LIBOR borrowings. Borrowings under the 2017 Revolving Credit Facility currently bear interest, at our option, at either LIBOR plus 1.50% or the Base Rate plus 0.50%, in each case based on a first lien leverage ratio test as set forth in the 2017 Senior Credit Facility (the “First Lien Leverage Ratio”). Base Rate is defined as the greatest of (i) the administrative agent’s prime rate, (ii) the overnight federal funds rate plus 0.50% and (iii) LIBOR plus 1.00%. We are required to pay a commitment fee on the average daily unused portion of the 2017 Revolving Credit Facility, which rate may range from 0.375% to 0.50% on an annual basis, based on the First Lien Leverage Ratio. The 2017 Revolving Credit Facility matures on February 7, 2022 and the 2017 Term Loan matures on February 7, 2024.  As a result of the amendment and restatement of our prior senior credit facility in the form of the 2017 Senior Credit Facility, we recorded a loss from early extinguishment of debt of approximately $2.9 million in the 2017 nine-month period, and we incurred approximately $5.0 million in deferred financing costs that will be amortized over the term of the 2017 Senior Credit Facility. Our quarterly principal payments under the 2017 Term Loan are $1.6 million. As of September 30, 2017 and December 31, 2016, we had $525.0 million of 2024 Notes outstanding. The interest rate and yield on the 2024 Notes were 5.125%. The 2024 Notes mature on October 15, 2024. Interest is payable semiannually, on April 15 and October 15 of each year, commencing on April 15, 2017. On June 14, 2016, we completed the private placement of $500.0 million of our 2026 Notes (the “Original 2026 Notes”) at par. On September 14, 2016, we completed the private placement of an additional $200.0 million of our 2026 Notes (the “Additional 2026 Notes”). The Additional 2026 Notes were issued at a price of 103.0%, resulting in aggregate gross proceeds of approximately $206.0 million, plus accrued and unpaid interest from and including June 14, 2016. As of September 30, 2017 and December 31, 2016, we had $700.0 million of 2026 Notes outstanding. The interest rate and yield on the Original 2026 Notes were each 5.875%. The interest rate and yield on the Additional 2026 Notes were 5.875% and 5.398%, respectively. The Additional 2026 Notes are an additional issuance of, rank equally with and form a single series with the Original 2026 Notes. The 2026 Notes mature on July 15, 2026. Interest is payable semiannually, on January 15 and July 15 of each year. Our obligations under the 2017 Senior Credit Facility are secured by substantially all of our consolidated assets, excluding real estate. In addition, substantially all of our subsidiaries are joint and several guarantors of, and our ownership interests in those subsidiaries are pledged to collateralize, our obligations under the 2017 Senior Credit Facility. Gray Television, Inc. is a holding company with no material independent assets or operations. For all applicable periods, the 2024 Notes and 2026 Notes have been fully and unconditionally guaranteed, on a joint and several, senior unsecured basis, by substantially all of Gray Television, Inc.'s subsidiaries. Any subsidiaries of Gray Television, Inc. that do not gurantee the 2024 Notes and 2026 Notes are minor. As of September 30, 2017, there were no significant restrictions on the ability of Gray Television, Inc.'s subsidiaries to distribute cash to Gray or to the guarantor subsidaries. The 2017 Senior Credit Facility contains affirmative and restrictive covenants with which we must comply, including: (a) limitations on additional indebtedness, (b) limitations on liens, (c) limitations on the sale of assets, (d) limitations on guarantees, (e) limitations on investments and acquisitions, (f) limitations on the payment of dividends and share repurchases, (g) limitations on mergers and (h) maintenance of the First Lien Leverage Ratio while any amount is outstanding under the revolving credit facility, as well as other customary covenants for credit facilities of this type. The 2026 Notes and 2024 Notes include covenants with which we must comply which are typical for borrowing transactions of their nature. As of September 30, 2017 and December 31, 2016, we were in compliance with all required covenants under all our debt obligations.   Net Cash Provided By (Used In) Operating, Investing and Financing ActivitiesActivities. Net cash provided by operating activities was $114.3$565 million in the 20172023 nine-month period compared to $103.4$596 million in the 20162022 nine-month period. The increasedecrease of $10.9$31 million in the 2017 nine-month period was the result ofprimarily due to a $69.9 million increasedecrease in net income partiallyof $336 million offset, in part, by a $49.5 million decreasean increase in net non-cash expenses, primarily depreciation, amortization of intangible assets, deferred income taxes and gain on disposal of assets. Changescash provided from changes in our working capital of $273 million and an increase in non-cash impairment charges of $51 million. The change in working capital resulted primarily from the sale of accounts used $9.5 million of cash. These changesreceivable under our Securitization Facility. The impairment charges in the 2023 nine-month period were primarily due to our $43 million impairment of goodwill and other intangible assets related to the impactDiamond bankruptcy’s effect on our statement of operations from changes in the componentsvalue of our debt financing, changes in our tax position,Raycom Sports subsidiary with the 2017 Acquisitions,remaining portion of the 2016 Acquisitions and the gain on disposal of assetsimpairment charge resulting from the FCC Sprectrum Auction.write-down of an investment.   Net cash used in investing activities was $336.3$259 million in the 20172023 nine-month period compared to net cash used in investing activities of $469.5$362 million for the 20162022 nine-month period. The decrease in the amount used was largely due to decreased use of cash for acquisition activityreceived from a quasi-governmental authority in the 20172023 nine-month period.period related to infrastructure components of construction on the Assembly Atlanta project. In addition, in the 2022 nine-month period we used $53 million to acquire television station WKTB-TV and to acquire several FCC licenses.   Net cash provided byused in financing activities was approximately $69.7$346 million in the 20172023 nine-month period compared to net cash provided byused in financing activities of $499.2$279 million in the 20162022 nine-month period. Net cash provided by financing activities in the 2017 nine-monthDuring each period was primarily from borrowings of $85.0 million under 2017 Term Loan; reduced by $4.6we used $39 million of quarterly principal payments undercash to pay dividends to holders of our preferred stock. During 2023 and 2022 nine-month periods, we used $22 million and $23 million, respectively, to pay dividends to holders of our common stock. In the 2017 Term Loan; reduced by $5.0 million of deferred financing costs primarily related to the 2017 Senior Credit Facility. Also, in the 20172023 nine-month period, we used $4.0a net amount of $281 million, for pre-payments and required principal reductions of our long-term debt. In the 2022 nine-month period we used $161 million of cash for principal reductions of our long-term debt. Also, in the 2022 nine-month period, we used $50 million to repurchase shares of our common stock and made $1.8 million of payments for taxes related to net share settlements of equity awards.on the open market.   LiquidityLiquidity. AsBased on our debt outstanding as of September 30, 2017,2023, we had $6.4 million in debt principal payments due over the next twelve months. We estimate that we will make approximately $90.8$426 million in debt interest payments over the twelve months immediately following September 30, 2017.2023.   Although our cash flows from operations are subject to a number of risks and uncertainties, we anticipate that our cash on hand, future cash expected to be generated from operations, borrowings from time to time under the 20172019 Senior Credit Facility (or any such other credit facility as may be in place at the appropriate time) and, potentially, external equity or debt financing, will be sufficient to fund any debt service obligations, estimated capital expenditures and acquisition-related obligations.obligations for the next twelve months and the forseeable future. Any potential equity or debt financing would depend upon, among other things, the costs and availability of such financing at the appropriate time. We also presently believe that our future cash expected to be generated from operations and borrowing availability under the 20172019 Senior Credit Facility (or any such other credit facility) will be sufficient to fund our future capital expenditures and long-term debt service obligations until at least February 7, 2024,January 2, 2026, which is the maturity date of the term loans2019 Term Loan under the 20172019 Senior Credit Facility.   Capital ExpendituresDebt. As of September 30, 2023, long-term debt consisted of obligations under our 2019 Senior Credit Facility, our $700 million in aggregate principal amount of senior notes due 2026, our $750 million in aggregate principal amount of senior notes due 2027, our $800 million in aggregate principal amount of senior notes due 2030 and our $1.3 billion in aggregate principal amount of senior notes due 2031. As of September 30, 2023, the 2019 Senior Credit Facility provided total commitments of $3.2 billion, consisting of a $1.2 billion term loan facility, a $1.5 billion term loan facility, $25 million outstanding under our Revolving Credit Facility and $469 million available under our revolving credit facility. We were in compliance with the covenants in these debt agreements at September 30, 2023.   CapitalExcluding capital expenditures in the 2017 and 2016 nine-month periods were $21.4 million and $33.2 million, respectively. We anticipaterelated to Assembly Atlanta, we currently expect that our routine capital expenditures will be in a range of approximately $35 million to $40 million for the remainder of 20172023. In addition, we currently expect that our Assembly Atlanta capital expenditures will likely be more than offset by proceeds from Assembly Atlanta property sales and CID incentive payments for the remainder of 2023. More specifically, we currently expect that our Assembly Atlanta construction expenditures will be in a range between approximately $14.0of $20 million to $25 million, offset by the combined proceeds from Assembly Atlanta property sales and $15.0 million. ResultsCID incentive payments that we expect will also be in a range of FCC Spectrum Auction On August 7, 2017, we$85 million to $90 million for the remainder 2023. We can give no assurances of the actual proceeds to be received $90.8 million resulting from our relinquishment of two licenses in the FCC’s Spectrum Auction. Due to prior planning in connection with this transactionfuture from property sales and our recently completed acquisitions, we anticipate that we will be able to deferincentive payments, nor the timing of any related income tax payments on a long-term basis.such proceeds. 29   OtherCompleted Transaction. On May 1, 2023, we completed the transaction with Marquee Broadcasting, Inc. (“Marquee”) through which we sold television station KNIN (FOX) in the Boise, Idaho market (DMA 102) for $6 million, and purchased television station WPGA (MeTV) in the Macon, Georgia market (DMA 126) for $6 million. As a result, Gray’s television station portfolio now includes 102 markets with the first and/or second highest rated television station. The disposal of television station KNIN resulted in a loss of approximately $14 million in the 2023 nine-month period. Other. We file a consolidated federal income tax return and such state and local tax returns as are required. During the 20172023 nine-month period, we made $43 million of federal or state income tax payments (net of refunds) of $1.2 million.payments. During the remainder of 2017,2023, we anticipate making income tax payments (net(excluding refunds) within a range of refunds)$5 million to $9 million. As of September 30, 2023, we have an aggregate of approximately $0.6 million. Income$344 million of various state operating loss carryforwards, of which we expect that approximately $217 million will be utilized. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, contains modifications on the limitation of business interest for tax payments are likely to be higheryears beginning in 2018, assuming no significant changes to the corporate tax code as currently in effect, as a result of our utilization of certain of our2019 and 2020, and permits net operating loss carryforwards.(“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During 2020, we carried back certain net operating losses resulting in refunds of federal and state income taxes of $21 million, excluding interest, that are currently outstanding.   During the 20172023 nine-month period, we contributed $0.6$4 million to our defined benefit pension plan. During the remainder of 2017, we expect to make additional contributions to these plans of between $1.7 million and $2.4 million.   Off-Balance Sheet Arrangements. On February 23, 2023, we, certain of our subsidiaries and a wholly-owned special purpose subsidiary (the “SPV”), entered into a three-year $300 million revolving accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A., as administrative agent, for the purpose of providing additional liquidity in order to repay indebtedness under the Senior Credit Facility. The Securitization Facility permits the SPV to draw up to a total of $300 million, subject to the outstanding amount of the receivables pool and other factors. The Securitization Facility is subject to interest charges, at the one-month SOFR rate plus 100 basis points on the amount of the outstanding facility. The SPV is also required to pay an upfront fee and a commitment fee in connection with the Securitization Facility. Other than as described above, there have been no material changes with respect to our off-balance sheet arrangements from those presented in our 2022 Form 10-K. Critical Accounting Policies   The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments and estimations that affect the amounts reported in the financial statements and accompanying notes. Actual results couldcould differ from those estimates. We consider our accounting policies relating to intangible assets and income taxes to be critical policies that require judgments or estimations in their application where variances in those judgments or estimations could make a significant difference to future reported results. These critical accounting policies and estimates are more fully discussed in our 20162022 Form 10-K.   Cautionary Note Regarding Forward-Looking Statements   This Quarterly Reportquarterly report on Form 10-Q (this “Quarterly Report”) contains and incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the SecuritiesSecurities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Act. Forward-looking statements are all statements other than those of historical fact. When used in this Quarterly Report,annual report, the words “believes,” “expects,” “anticipates,” “estimates,” “will,” “may,” “should” and similar words and expressions are generally intended to identify forward-looking statements. AmongThese forward-looking statements reflect our then-current expectations and are based upon data available to us at the time the statements are made. Forward-looking statements may relate to, among other things, statements that describethe economy in general, our expectations regarding ourstrategies, expected results of operations, general and industry-specific economic conditions, future pension plan contributions, future capital expenditures, are forward-looking statements.future proceeds from Assembly Atlanta CID infrastructure related payments and land sales, future income tax payments, future payments of interest and principal on our long-term debt, future interest expenses under our Securitization Facility, future interest expense under our interest rate caps, assumptions underlying various estimates and estimates of future obligations and commitments, and should be considered in context with the various other disclosures made by us about our business. Readers of this Quarterly Report are cautioned that any forward-looking statements, including those regarding the intent, belief or current expectations of our management, are not guarantees of future performance, results or events and involve significant risks and uncertainties, and that actual results and events may differ materially from those contained in the forward-looking statements as a result of various factors including, but not limited to, those listed under the heading “Risk Factors” in Item 1A. of our 2016 Form 10-KAnnual Report and as may be described in subsequently filed quarterly reports on Form 10-Q, as well as the other factors described from time to time in our filings with the Securities and Exchange Commission. Forward-lookingSEC filings. The forward-looking statements speakincluded in this quarterly report are made only as of the date they are made.hereof. We undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances. 30   Item 3.Quantitative and Qualitative Disclosure About Market Risk   We believe that the market risk of our financial instruments as of September 30, 20172023 has not materially changed since December 31, 2016. The2022. Our market risk profile as ofon December 31, 20162022 is disclosed in our 20162022 Form 10-K.   Item 4.Controls and Procedures   Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectivenessdesign and operation of our disclosurethe Company’s “disclosure controls and procedures. Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures are effective to ensure that information required to be disclosed by usprocedures” (as defined in reports that we file or furnishRule 13a-15(e) under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and to ensure that such information is accumulated and communicated to our management, includingas amended. Based on this evaluation, the CEO and CFO have concluded that our controls and procedures were effective as appropriate to allow timely decisions regarding required disclosures. No system of controls, no matter how well designed and implemented, can provide absolute assurance that the objectives of the system of controls are met and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a companySeptember 30, 2023. Changes in Internal Control Over Financial Reporting. There have been detected. There were no changes in ourthe Company’s internal controls over financial reporting during the three-month periodnine-months ended September 30, 2017 identified in connection with this evaluation2023, that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.   PART II.OTHER INFORMATION   Item 1A.Risk Factors   Please referIn addition to the other information set out underforth in this Quarterly Report on Form 10-Q, you should carefully consider the heading “Risk Factors”risk factors that affect our business and financial results that are discussed in Part I, Item 1A, inof our 2016Annual Report on Form 10-K for a description of riskthe fiscal year ended December 31, 2022. These factors that we determined to be most material to our financial condition and results of operations. We do not believe there have been any material changes in these risk factors. Additional risks not currently known to us or that we do not currently consider material may alsocould materially adversely affect our business, financial condition, andliquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in the future.this report. There have been no material changes to such risk factors. Item 5. Other Information   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In each of March and November 2004, the Board of Directors of the Company authorized the Company to repurchase up to 2.0 million sharesNone of the Company's common stockdirectors or Class A common stock. In March 2006, this authorization was increased to an aggregate of 5.0 million shares (the “2004-2006 Repurchase Authorization”). As of officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended September 30, 2017, 279,200 shares remain available for repurchase under this authorization, which has no expiration date. On November 6, 2016, the Board of Directors of the Company authorized the Company to purchase up to an additional $75.0 million of our outstanding common stock prior to December 31, 2019 (the “2016 Repurchase Authorization”). The extent to which the Company repurchases any of its shares, the number of shares and the timing of any repurchases will depend on general market conditions, regulatory requirements, alternative investment opportunities and other considerations. The Company is not required to repurchase a minimum number of shares, and the repurchase authorizations may be modified, suspended or terminated at any time without prior notice. The Company did not repurchase any shares of common stock or Class A common stock under these authorizations during the three-months ended September 30, 2017.2023.   31 Item 6.Exhibits The following exhibits are filed as part of this Quarterly Report:   Exhibit 10.1 Number Executive and Key Employee Change in Control Severance Plan*Description of Document Exhibit 10.231.1 Form of Employee Restricted Stock Award Agreement pursuant to the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan* Exhibit 10.3 Form of Employee Restricted Stock Units Award Agreement pursuant to the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan* Exhibit 31.1 Rule 13(a) – 14(a) Certificate of Chief Executive Officer Exhibit 31.2 Rule 13(a) – 14(a) Certificate of Chief Financial Officer Exhibit 32.1 Section 1350 Certificate of Chief Executive Officer Exhibit 32.2 Section 1350 Certificate of Chief Financial Officer 101.INS XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from Gray Television, Inc.’s Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2023 has been formatted in Inline XBRL and contained in Exhibit 101. * Management contract or compensatory plan or arrangement     SIGNATURES   Pursuant to the requirements 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.   GRAY TELEVISION, INC. (Registrant) (Registrant) Date: November 6, 2017 8, 2023 By: /s/ James C. Ryan James C. Ryan Executive Vice President and Chief Financial Officer   31 33