##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 or
 o
    
    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: 001-11015
 VIAD CORP
 (Exact name of registrant as specified in its charter)
 Delaware
    
    36-1169950(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)1850 North Central Avenue, Suite 800
Phoenix, Arizona
    
    85004-4545(Address of principal executive offices)
    
    (Zip Code)
 (602) 207-4000  (Registrants telephone number, including area code)
 þ o
 Yes o
No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IFINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART IIOTHER INFORMATIONItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 VIAD CORP
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 March 31, 2010
    
    
    December 31, 2009(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    131,033
    
    
    $
    116,342Accounts receivable, net of allowance for doubtful accounts
of $2,506 and $3,892, respectively
    
    
    55,534
    
    
    
    44,767Inventories
    
    
    36,366
    
    
    
    44,818Deferred income taxes
    
    
    17,331
    
    
    
    20,150Asset held for sale
    
    
    
    
    
    
    13,982Other current assets
    
    
    23,210
    
    
    
    21,476Total current assets
    
    
    263,474
    
    
    
    261,535Property and equipment, net
    
    
    153,734
    
    
    
    155,000Other investments and assets
    
    
    29,276
    
    
    
    29,069Deferred income taxes
    
    
    32,672
    
    
    
    35,951Goodwill
    
    
    126,036
    
    
    
    124,931Other intangible assets, net
    
    
    2,448
    
    
    
    2,700Total Assets
    
    $
    607,640
    
    
    $
    609,186LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    48,585
    
    
    $
    41,509Other current liabilities
    
    
    81,298
    
    
    
    85,077Current portion of long-term debt and capital lease obligations
    
    
    3,546
    
    
    
    4,301Total current liabilities
    
    
    133,429
    
    
    
    130,887Long-term debt and capital lease obligations
    
    
    8,085
    
    
    
    8,487Pension and postretirement benefits
    
    
    32,832
    
    
    
    32,767Other deferred items and liabilities
    
    
    49,719
    
    
    
    52,414Total liabilities
    
    
    224,065
    
    
    
    224,555Commitments and contingencies (Note 14)Stockholders equity:Viad Corp stockholders equity:Common stock, $1.50 par value, 200,000,000 shares
authorized, 24,934,981 shares issued
    
    
    37,402
    
    
    
    37,402Additional capital
    
    
    606,063
    
    
    
    606,038Retained deficit
    
    
    (20,202
    )
    
    
    (16,405
    )Unearned employee benefits and other
    
    
    (5,701
    )
    
    
    (5,954
    )Accumulated other comprehensive income (loss):Unrealized gains on investments
    
    
    213
    
    
    
    154Cumulative foreign currency translation adjustments
    
    
    35,329
    
    
    
    31,283Unrecognized net actuarial loss and prior service credit
    
    
    (10,059
    )
    
    
    (8,385
    )Common stock in treasury, at cost, 4,393,882 and 4,379,125
shares, respectively
    
    
    (266,465
    )
    
    
    (266,618
    )Total Viad Corp stockholders equity
    
    
    376,580
    
    
    
    377,515Noncontrolling interest
    
    
    6,995
    
    
    
    7,116Total stockholders equity
    
    
    383,575
    
    
    
    384,631Total Liabilities and Stockholders Equity
    
    $
    607,640
    
    
    $
    609,186
   Page 2




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VIAD CORP
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three months ended March 31,2010
    
    
    2009(in thousands, except per share data)Revenues:Convention and event services
    
    $
    178,759
    
    
    $
    196,896Exhibits and environments
    
    
    38,181
    
    
    
    39,166Travel and recreation services
    
    
    7,413
    
    
    
    4,887Total revenues
    
    
    224,353
    
    
    
    240,949Costs and expenses:Costs of services
    
    
    180,839
    
    
    
    189,283Costs of products sold
    
    
    43,315
    
    
    
    44,999Corporate activities
    
    
    644
    
    
    
    1,503Interest income
    
    
    (96
    )
    
    
    (261
    )Interest expense
    
    
    493
    
    
    
    420Restructuring charges
    
    
    2,053
    
    
    
    2,732Total costs and expenses
    
    
    227,248
    
    
    
    238,676Income (loss) before income taxes
    
    
    (2,895
    )
    
    
    2,273Income tax expense
    
    
    208
    
    
    
    901Net income (loss)
    
    
    (3,103
    )
    
    
    1,372Net loss attributable to noncontrolling interest
    
    
    121
    
    
    
    131Net income (loss) attributable to Viad
    
    $
    (2,982
    )
    
    $
    1,503Diluted income (loss) per common shareNet income (loss) attributable to Viad common stockholders
    
    $
    (0.15
    )
    
    $
    0.07Weighted-average outstanding and potentially dilutive
common shares
    
    
    20,051
    
    
    
    20,139Basic income (loss) per common shareNet income (loss) attributable to Viad common stockholders
    
    $
    (0.15
    )
    
    $
    0.07Weighted-average outstanding common shares
    
    
    20,051
    
    
    
    19,893Dividends declared per common share
    
    $
    0.04
    
    
    $
    0.04
   Page 3




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VIAD CORP
 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (Unaudited)
 Three months ended March 31,2010
    
    
    2009(in thousands)Net income (loss)
    
    $
    (3,103
    )
    
    $
    1,372Other comprehensive income (loss):Unrealized gains (losses) on investments:Holding gains (losses) arising during the period, net of tax
    
    
    59
    
    
    
    (57
    )Unrealized foreign currency translation adjustments
    
    
    4,046
    
    
    
    (5,080
    )Pension and postretirement benefit plans:Net actuarial loss, net of tax
    
    
    (1,554
    )
    
    
    73Prior service credit, net of tax
    
    
    (120
    )
    
    
    (190
    )Total other comprehensive income (loss)
    
    
    2,431
    
    
    
    (5,254
    )Comprehensive loss
    
    
    (672
    )
    
    
    (3,882
    )Comprehensive loss attributable to noncontrolling interest
    
    
    121
    
    
    
    131Comprehensive loss attributable to Viad
    
    $
    (551
    )
    
    $
    (3,751
    )
   Page 4




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VIAD CORP
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three months ended March 31,2010
    
    
    2009(in thousands)Cash flows from operating activities:Net income (loss)
    
    $
    (3,103
    )
    
    $
    1,372Adjustments to reconcile net income (loss) to net cash
provided by
(used in) operating activities:Depreciation and amortization
    
    
    6,804
    
    
    
    6,365Deferred income taxes
    
    
    3,141
    
    
    
    4,815Restructuring charges
    
    
    2,053
    
    
    
    2,732Losses on dispositions of property and other assets
    
    
    82
    
    
    
    13Share-based compensation expense
    
    
    820
    
    
    
    233Other non-cash items, net
    
    
    959
    
    
    
    948Change in operating assets and liabilities:Receivables
    
    
    (10,918
    )
    
    
    (4,991
    )Inventories
    
    
    8,452
    
    
    
    6,696Accounts payable
    
    
    8,183
    
    
    
    2,713Restructuring liabilities
    
    
    (3,051
    )
    
    
    (1,610
    )Accrued compensation
    
    
    2,594
    
    
    
    (18,008
    )Customer deposits
    
    
    (2,893
    )
    
    
    (9,835
    )Income taxes payable
    
    
    (5,237
    )
    
    
    (6,092
    )Other assets and liabilities, net
    
    
    (138
    )
    
    
    (1,390
    )Net cash provided by (used in) operating activities
    
    
    7,748
    
    
    
    (16,039
    )Cash flows from investing activities:Capital expenditures
    
    
    (5,030
    )
    
    
    (10,604
    )Proceeds from dispositions of property and other assets
    
    
    14,354
    
    
    
    2Net cash provided by (used in) investing activities
    
    
    9,324
    
    
    
    (10,602
    )Cash flows from financing activities:Payments on debt and capital lease obligations
    
    
    (1,489
    )
    
    
    (729
    )Dividends paid on common stock
    
    
    (822
    )
    
    
    (824
    )Common stock purchased for treasury
    
    
    (573
    )
    
    
    (975
    )Net cash used in financing activities
    
    
    (2,884
    )
    
    
    (2,528
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    503
    
    
    
    (709
    )Net increase (decrease) in cash and cash equivalents
    
    
    14,691
    
    
    
    (29,878
    )Cash and cash equivalents, beginning of year
    
    
    116,342
    
    
    
    148,040Cash and cash equivalents, end of period
    
    $
    131,033
    
    
    $
    118,162Supplemental disclosure of cash flow informationCash paid during the period for:Income taxes
    
    $
    1,634
    
    
    $
    5,033Interest
    
    $
    216
    
    
    $
    194Equipment acquired under capital leases
    
    $
    247
    
    
    $
    2,136
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VIAD CORP
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1. Basis of Preparation and Principles of Consolidation
      1.
    
    Marketing & Events U.S., which includes all domestic GES and affiliated
operations, including those services formerly provided under the Exhibitgroup/Giltspur
and Becker Group brands. The consolidation of the domestic Marketing & Events Group
operations is aimed to provide a fully integrated service delivery network through a
realigned sales organization, shared infrastructure and facilities, and a common
operational platform.2.
    
    Marketing & Events International, which includes all foreign operations of the
Marketing & Events Group and consists of two operating segments; Canada and EMEA
(Europe, Middle East, Asia). This reporting segment includes the operations of the
following companies: GES Exposition Services (Canada) Limited, Giltspur Exhibits of
Canada, Inc., Melville Exhibition and Event Services Limited and Corporate Technical
Services Limited (collectively Melville) and affiliates, SDD Exhibitions Limited and
Voblo Verwaltungs GmbH.
  Note 2. Share-Based Compensation
   Page 6




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Restricted Stock
    
    
    PBRSWeighted-Average
    
    
    
    
    
    
    Weighted-AverageGrant Date
    
    
    
    
    
    
    Grant DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueBalance at January 1, 2010
    
    
    390,810
    
    
    $
    24.59
    
    
    
    174,927
    
    
    $
    20.77Granted
    
    
    141,350
    
    
    
    19.23
    
    
    
    
    
    
    
    Vested
    
    
    (65,961
    )
    
    
    34.42
    
    
    
    (29,547
    )
    
    
    35.31Forfeited
    
    
    (1,150
    )
    
    
    24.38
    
    
    
    (126,550
    )
    
    
    15.36Balance at March 31, 2010
    
    
    465,049
    
    
    
    21.57
    
    
    
    18,830
    
    
    
    33.02
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Weighted-Average
    
    
    OptionsShares
    
    
    Exercise Price
    
    
    ExercisableOptions outstanding at January 1, 2010
    
    
    541,718
    
    
    $
    25.74
    
    
    
    462,683Granted
    
    
    280,900
    
    
    
    19.20Forfeited or expired
    
    
    (20,299
    )
    
    
    23.47Options outstanding at March 31, 2010
    
    
    802,319
    
    
    
    23.51
    
    
    
    483,834
  Options Outstanding
    
    
    Options ExercisableWeighted-Average
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    AverageRange of Exercise Prices
    
    Shares
    
    
    Contractual Life
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise Price$18.40 to $19.20
    
    
    282,150
    
    
    9.9 years
    
    $
    19.20
    
    
    
    1,250
    
    
    $
    18.40$19.57 to $24.05
    
    
    149,454
    
    
    1.7 years
    
    
    21.92
    
    
    
    149,454
    
    
    
    21.92$24.22 to $26.07
    
    
    153,940
    
    
    1.7 years
    
    
    25.13
    
    
    
    145,940
    
    
    
    25.14$26.31 to $26.49
    
    
    143,950
    
    
    1.8 years
    
    
    26.34
    
    
    
    143,850
    
    
    
    26.34$30.82 to $38.44
    
    
    72,825
    
    
    3.9 years
    
    
    34.48
    
    
    
    43,340
    
    
    
    34.25$18.40 to $38.44
    
    
    802,319
    
    
    4.8 years
    
    
    23.51
    
    
    
    483,834
    
    
    
    25.30
  Note 3. Inventories
  March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Raw materials
    
    $
    21,629
    
    
    $
    23,113Work in process
    
    
    14,737
    
    
    
    21,705Inventories
    
    $
    36,366
    
    
    $
    44,818
 Note 4. Property and Equipment
  March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Land
    
    $
    9,091
    
    
    $
    8,997Buildings and leasehold improvements
    
    
    85,832
    
    
    
    84,242Equipment and other
    
    
    295,380
    
    
    
    291,108390,303
    
    
    
    384,347Accumulated depreciation
    
    
    (236,569
    )
    
    
    (229,347
    )Property and equipment, net
    
    $
    153,734
    
    
    $
    155,000
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Note 5. Goodwill and Other Intangible Assets
  Marketing &Marketing &
    
    
    Events
    
    
    Travel &Events U.S.
    
    
    International
    
    
    Recreation Group
    
    
    Total(in thousands)Balance at January 1, 2010
    
    $
    62,686
    
    
    $
    22,472
    
    
    $
    39,773
    
    
    $
    124,931Foreign currency translation adjustments
    
    
    
    
    
    
    (543
    )
    
    
    1,648
    
    
    
    1,105Balance at March 31, 2010
    
    $
    62,686
    
    
    $
    21,929
    
    
    $
    41,421
    
    
    $
    126,036
  Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingValue
    
    
    Amortization
    
    
    Value(in thousands)Amortized intangible assets:Customer contracts and relationships
    
    $
    2,485
    
    
    $
    (657
    )
    
    $
    1,828Non-compete agreements
    
    
    2,011
    
    
    
    (1,949
    )
    
    
    62Proprietary technology
    
    
    511
    
    
    
    (350
    )
    
    
    161Design libraries
    
    
    175
    
    
    
    (44
    )
    
    
    131Other
    
    
    165
    
    
    
    (79
    )
    
    
    865,347
    
    
    
    (3,079
    )
    
    
    2,268Unamortized intangible assets:Trademarks and trade names
    
    
    180
    
    
    
    
    
    
    
    180Total
    
    $
    5,527
    
    
    $
    (3,079
    )
    
    $
    2,448
  Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingValue
    
    
    Amortization
    
    
    Value(in thousands)Amortized intangible assets:Customer contracts and relationships
    
    $
    2,507
    
    
    $
    (511
    )
    
    $
    1,996Non-compete agreements
    
    
    1,952
    
    
    
    (1,865
    )
    
    
    87Proprietary technology
    
    
    526
    
    
    
    (331
    )
    
    
    195Design libraries
    
    
    175
    
    
    
    (22
    )
    
    
    153Other
    
    
    158
    
    
    
    (65
    )
    
    
    935,318
    
    
    
    (2,794
    )
    
    
    2,524Unamortized intangible assets:Trademarks and trade names
    
    
    176
    
    
    
    
    
    
    
    176Total
    
    $
    5,494
    
    
    $
    (2,794
    )
    
    $
    2,700
  Page 9




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(in thousands)2010
    
    $
    7092011
    
    $
    7132012
    
    $
    3602013
    
    $
    3502014 and thereafter
    
    $
    136
 Note 6. Accrued Liabilities and Other
  March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Continuing operations:Customer deposits
    
    $
    38,518
    
    
    $
    41,411Accrued compensation
    
    
    13,481
    
    
    
    10,533Self-insured liability accrual
    
    
    7,832
    
    
    
    8,078Accrued restructuring
    
    
    4,773
    
    
    
    5,684Accrued sales and use taxes
    
    
    3,022
    
    
    
    3,325Accrued dividends
    
    
    840
    
    
    
    845Other
    
    
    11,153
    
    
    
    13,33079,619
    
    
    
    83,206Discontinued operations:Environmental remediation liabilities
    
    
    1,075
    
    
    
    1,075Self-insured liability accrual
    
    
    339
    
    
    
    395Other
    
    
    265
    
    
    
    4011,679
    
    
    
    1,871Total other current liabilities
    
    $
    81,298
    
    
    $
    85,077
  March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Continuing operations:Self-insured liability accrual
    
    $
    14,709
    
    
    $
    14,083Accrued restructuring
    
    
    4,947
    
    
    
    5,971Accrued compensation
    
    
    4,622
    
    
    
    4,979Foreign deferred tax liability
    
    
    3,258
    
    
    
    4,358Accrued income taxes
    
    
    419
    
    
    
    407Deferred gain on sale of property
    
    
    404
    
    
    
    646Other
    
    
    4,964
    
    
    
    5,11133,323
    
    
    
    35,555Discontinued operations:Self-insured liability accrual
    
    
    7,990
    
    
    
    8,075Environmental remediation liabilities
    
    
    5,479
    
    
    
    5,638Accrued income taxes
    
    
    958
    
    
    
    948Other
    
    
    1,969
    
    
    
    2,19816,396
    
    
    
    16,859Total other deferred items and liabilities
    
    $
    49,719
    
    
    $
    52,414
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Note 7. Debt
    Note 8. Stockholders Equity
  Total Viad
    
    
    
    
    
    TotalStockholders
    
    
    Noncontrolling
    
    
    StockholdersEquity
    
    
    Interest
    
    
    Equity(in thousands)Balance at January 1, 2010
    
    $
    377,515
    
    
    $
    7,116
    
    
    $
    384,631Net loss
    
    
    (2,982
    )
    
    
    (121
    )
    
    
    (3,103
    )Dividends on common stock
    
    
    (822
    )
    
    
    
    
    
    
    (822
    )Common stock purchased for treasury
    
    
    (573
    )
    
    
    
    
    
    
    (573
    )Employee benefit plans
    
    
    752
    
    
    
    
    
    
    
    752Unrealized foreign currency translation adjustment
    
    
    4,046
    
    
    
    
    
    
    
    4,046Unrealized gain on investments
    
    
    59
    
    
    
    
    
    
    
    59Prior service cost and net actuarial loss
    
    
    (1,674
    )
    
    
    
    
    
    
    (1,674
    )ESOP allocation adjustment
    
    
    250
    
    
    
    
    
    
    
    250Other
    
    
    9
    
    
    
    
    
    
    
    9Balance at March 31, 2010
    
    $
    376,580
    
    
    $
    6,995
    
    
    $
    383,575
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Total Viad
    
    
    
    
    
    TotalStockholders
    
    
    Noncontrolling
    
    
    StockholdersEquity
    
    
    Interest
    
    
    Equity(in thousands)Balance at January 1, 2009
    
    $
    460,555
    
    
    $
    6,534
    
    
    $
    467,089Net income (loss)
    
    
    1,503
    
    
    
    (131
    )
    
    
    1,372Dividends on common stock
    
    
    (824
    )
    
    
    
    
    
    
    (824
    )Common stock purchased for treasury
    
    
    (975
    )
    
    
    
    
    
    
    (975
    )Employee benefit plans
    
    
    260
    
    
    
    
    
    
    
    260Unrealized foreign currency translation adjustment
    
    
    (5,080
    )
    
    
    
    
    
    
    (5,080
    )Unrealized loss on investments
    
    
    (57
    )
    
    
    
    
    
    
    (57
    )Prior service cost and net actuarial loss
    
    
    (117
    )
    
    
    
    
    
    
    (117
    )ESOP allocation adjustment
    
    
    250
    
    
    
    
    
    
    
    250Other
    
    
    13
    
    
    
    
    
    
    
    13Balance at March 31, 2009
    
    $
    455,528
    
    
    $
    6,403
    
    
    $
    461,931
 Note 9. Fair Value Measurements
  Level 1
    
    
    
    Quoted prices in active markets for identical assets or liabilities.Level 2
    
    
    
    Observable inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly.Level 3
    
    
    
    Unobservable inputs to the valuation methodology that are significant to the measurement
of fair value.
  Fair Value Measurements at March 31, 2010 UsingSignificantQuoted Prices
    
    
    Other
    
    
    Significantin Active
    
    
    Observable
    
    
    UnobservedMarch 31,
    
    
    Markets
    
    
    Inputs
    
    
    Inputs2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(in thousands)Assets:Money market funds
    
    $
    20,653
    
    
    $
    20,653
    
    
    $
    
    
    
    $
    Other mutual funds
    
    
    1,824
    
    
    
    1,824
    
    
    
    
    
    
    
    Total
    
    $
    22,477
    
    
    $
    22,477
    
    
    $
    
    
    
    $
    
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Note 10. Income Per Share
  Three months ended March 31,2010
    
    
    2009(in thousands, except per share data)Basic net income (loss) per share
Numerator:Net income (loss) attributable to Viad
    
    $
    (2,982
    )
    
    $
    1,503Less: Allocation to non-vested shares
    
    
    
    
    
    
    (37
    )Net income (loss) allocated to Viad common stockholders
    
    $
    (2,982
    )
    
    $
    1,466Denominator:Weighted-average outstanding common shares
    
    
    20,051
    
    
    
    19,893Net income (loss) attributable to Viad common stockholders
    
    $
    (0.15
    )
    
    $
    0.07Diluted net income (loss) per share
Numerator:Net income (loss) attributable to Viad
    
    $
    (2,982
    )
    
    $
    1,503Denominator:Weighted-average outstanding shares
    
    
    20,051
    
    
    
    19,893Additional dilutive shares related to share-based compensation
    
    
    
    
    
    
    246Weighted-average outstanding and potentially dilutive shares
    
    
    20,051
    
    
    
    20,139Net income (loss) attributable to Viad common stockholders
    
    $
    (0.15
    )
    
    $
    0.07
   Page 13




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Note 11. Income Taxes
  2010
    
    
    2009(in thousands)Computed income tax expense (benefit) at
statutory federal income tax rate of 35%
    
    $
    (1,013
    )
    
    
    35.0
    %
    
    $
    796
    
    
    
    35.0
    %State income tax expense (benefit), net of
federal benefit or provision
    
    
    (139
    )
    
    
    4.8
    %
    
    
    165
    
    
    
    7.3
    %Change in enacted tax law
    
    
    1,279
    
    
    
    (44.2
    %)
    
    
    
    
    
    
    0.0
    %Other, net
    
    
    81
    
    
    
    (2.8
    %)
    
    
    (60
    )
    
    
    (2.7
    %)Income tax expense
    
    $
    208
    
    
    
    (7.2
    %)
    
    $
    901
    
    
    
    39.6
    %
        Page 14




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Note 12. Pension and Postretirement Benefits
  Domestic PlansPostretirement
    
    
    ForeignPension Plans
    
    
    Benefit Plans
    
    
    Pension Plans2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)Service cost
    
    $
    53
    
    
    $
    44
    
    
    $
    27
    
    
    $
    16
    
    
    $
    75
    
    
    $
    58Interest cost
    
    
    311
    
    
    
    324
    
    
    
    265
    
    
    
    271
    
    
    
    193
    
    
    
    175Expected return on plan assets
    
    
    (149
    )
    
    
    (161
    )
    
    
    (41
    )
    
    
    (52
    )
    
    
    (149
    )
    
    
    (121
    )Amortization of prior service
cost (credit)
    
    
    10
    
    
    
    11
    
    
    
    (293
    )
    
    
    (323
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    139
    
    
    
    89
    
    
    
    157
    
    
    
    74
    
    
    
    
    
    
    
    Net periodic benefit cost (credit)
    
    $
    364
    
    
    $
    307
    
    
    $
    115
    
    
    $
    (14
    )
    
    $
    119
    
    
    $
    112
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Note 13. Restructuring Charges and Recoveries
  Marketing &Events Group
    
    
    OtherConsolidation
    
    
    Restructurings
    
    
    TotalBalance at January 1, 2010
    
    $
    8,628
    
    
    $
    3,027
    
    
    $
    11,655Restructuring charges
    
    
    2,053
    
    
    
    
    
    
    
    2,053Cash payments
    
    
    (2,690
    )
    
    
    (361
    )
    
    
    (3,051
    )Adjustment to liability
    
    
    (791
    )
    
    
    (98
    )
    
    
    (889
    )Foreign currency translation adjustment
    
    
    (48
    )
    
    
    
    
    
    
    (48
    )Balance at March 31, 2010
    
    $
    7,152
    
    
    $
    2,568
    
    
    $
    9,720
 Note 14. Litigation, Claims and Other Contingencies
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Note 15. Segment Information
  Three months ended March 31,2010
    
    
    2009(in thousands)Revenues:Marketing & Events Group:U.S.
    
    $
    169,409
    
    
    $
    193,781International
    
    
    50,367
    
    
    
    43,278Intersegment eliminations
    
    
    (2,836
    )
    
    
    (997
    )216,940
    
    
    $
    236,062Travel & Recreation Group
    
    
    7,413
    
    
    
    4,887$
    224,353
    
    
    $
    240,949Segment operating income (loss):Marketing & Events GroupU.S.
    
    $
    (49
    )
    
    $
    5,328International
    
    
    2,637
    
    
    
    3,7432,588
    
    
    
    9,071Travel & Recreation Group
    
    
    (2,389
    )
    
    
    (2,404
    )199
    
    
    
    6,667Corporate activities
    
    
    (644
    )
    
    
    (1,503
    )(445
    )
    
    
    5,164Interest income
    
    
    96
    
    
    
    261Interest expense
    
    
    (493
    )
    
    
    (420
    )Restructuring charges:Marketing & Events U.S.
    
    
    (2,053
    )
    
    
    (2,732
    )Income (loss) before income taxes
    
    $
    (2,895
    )
    
    $
    2,273
  Page 17




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March 31,
    
    
    December 31,2010
    
    
    2009(in thousands)Assets:Marketing & Events U.S.
    
    $
    245,335
    
    
    $
    245,255Marketing & Events International
    
    
    83,851
    
    
    
    78,450Travel & Recreation Group
    
    
    151,597
    
    
    
    147,090Corporate and other
    
    
    126,857
    
    
    
    138,391$
    607,640
    
    
    $
    609,186
 Note 16. Impact of Recent Accounting Pronouncements
   Note 17. Common Stock Repurchases
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview:
   Marketing & Events Group
 1.
    
    Marketing & Events U.S., which includes all domestic GES and affiliated
operations, including those services formerly provided under the Exhibitgroup/Giltspur
and Becker Group brands. The consolidation of the domestic Marketing & Events Group
operations is aimed to provide a fully integrated service delivery network through a
realigned sales organization, shared infrastructure and facilities, and a common
operational platform.2.
    
    Marketing & Events International, which includes all foreign operations of the
Marketing & Events Group and consists of two operating segments: Canada and EMEA
(Europe, Middle East, Asia). This reporting segment includes the operations of the
following companies; GES Exposition Services (Canada) Limited, Giltspur Exhibits of
Canada, Inc., Melville Exhibition and Event Services Limited and Corporate Technical
Services Limited (collectively Melville) and affiliates, SDD Exhibitions Limited and
Voblo Verwaltungs GmbH.
      Page 19




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Travel & Recreation Group
  Viad Corp (Consolidated)
 
    
    Total revenues of $224.4 million compared to $240.9 million in the first quarter of
2009
    
    Net loss attributable to Viad of $3.0 million versus income of $1.5 million in the
first quarter of 2009
    
    Diluted loss per share of $0.15 versus income per share of $0.07 in the first
quarter of 2009
    
    Restructuring charges of $2.1 million related to reorganization activities in the
Marketing & Events Group, primarily comprised of the elimination of certain positions
    
    Cash and cash equivalents totaled $131.0 million as of March 31, 2010
    
    Debt was $11.6 million as of March 31, 2010
 Marketing & Events Group
 U.S.
 
    
    Revenues of $169.4 million, a decrease of 12.6 percent from the first quarter of
2009
    
    Segment operating loss of $49,000, as compared to income $5.3 million in the first
quarter of 2009
 International
 
    
    Revenues of
$50.4 million, an increase of 16.4 percent from the first quarter of
2009
    
    Segment operating income of $2.6 million, as compared to $3.7 million in the first
quarter of 2009
 Travel & Recreation Group
 
    
    Revenues of $7.4 million, as compared to $4.9 million in the first quarter of 2009
    
    Segment operating loss of $2.4 million, a decrease of 0.6 percent from the first
quarter of 2009
 Non-GAAP Measure:
   Page 20




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Three months ended March 31,2010
    
    
    2009(in thousands)Adjusted EBITDA
    
    $
    4,523
    
    
    $
    9,189Interest expense
    
    
    (493
    )
    
    
    (420
    )Income tax expense
    
    
    (208
    )
    
    
    (901
    )Depreciation and amortization
    
    
    (6,804
    )
    
    
    (6,365
    )Net income (loss) attributable to Viad
    
    $
    (2,982
    )
    
    $
    1,503
  Results of Operations:
 Comparison of First Quarter of 2010 to the First Quarter of 2009
   Revenues
    
    
    Segment Operating ResultsWeighted Average
    
    
    Effect of Rate
    
    
    Weighted Average
    
    
    Effect of RateExchange Rates
    
    
    Variance
    
    
    Exchange Rates
    
    
    Variance2010
    
    
    2009
    
    
    (thousands)
    
    
    2010
    
    
    2009
    
    
    (thousands)Marketing & Events Group:Canada
    
    $
    0.96
    
    
    $
    0.80
    
    
    $
    4,160
    
    
    $
    0.97
    
    
    $
    0.76
    
    
    $
    225U.K.
    
    $
    1.56
    
    
    $
    1.44
    
    
    $
    1,758
    
    
    $
    1.53
    
    
    $
    1.44
    
    
    $
    103Travel & Recreation Group:Canada
    
    $
    0.95
    
    
    $
    0.80
    
    
    $
    1,165
    
    
    $
    0.96
    
    
    $
    0.80
    
    
    $
    (159
    )
   Page 21




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Marketing & Events Group.
          Page 22




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Travel & Recreation Group.
    Corporate Activities.
 Interest Income.
 Restructuring Charges.
 Income Taxes.
 Liquidity and Capital Resources:
     Page 23




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Off-Balance Sheet Arrangements:
  Critical Accounting Policies and Estimates:
  Goodwill and other intangible assets 
    Page 25




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Income taxes
   Page 26




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Page 27




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Insurance liabilities
 Pension and postretirement benefits
      Share-based compensation
   Page 28




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Impact of Recent Accounting Pronouncements:
   Forward-Looking Statements:
  
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    Page 29




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Weighted Average
    
    
    Effect of RateExchange Rates
    
    
    Variance2010
    
    
    2009
    
    
    (thousands)Canadian Operations:Marketing & Events Group
    
    $
    0.97
    
    
    $
    0.76
    
    
    $
    225Travel & Recreation Group
    
    $
    0.96
    
    
    $
    0.80
    
    
    $
    (159
    )United Kingdom Operations:Marketing & Events Group
    
    $
    1.53
    
    
    $
    1.44
    
    
    $
    103
   
 
 Item 4. Controls and Procedures.
    Page 30




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PART IIOTHER INFORMATION
 
 
 Item 1A. Risk Factors.
  
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  ISSUER PURCHASES OF EQUITY SECURITIES
 Total Number ofShares
    
    
    Maximum Number (orPurchased as
    
    
    Approximate DollarPart of Publicly
    
    
    Value) of Shares thatTotal Number of
    
    
    Average Price
    
    
    Announced
    
    
    May Yet Be PurchasedShares
    
    
    Paid Per Share
    
    
    Plans or
    
    
    Under the Plans orPeriod
    
    Purchased (#)
    
    
    ($)
    
    
    Programs
    
    
    Programs (1)January 2010
    
    
    14,821
    
    
    
    21.04
    
    
    
    
    
    
    
    160,681February 2010
    
    
    13,586
    
    
    
    19.24
    
    
    
    
    
    
    
    160,681Total
    
    
    28,407
    
    
    
    20.18
    
    
    
    
    
    
    
    160,681
 (1)
    
    Viad announced its intent, under authorizations by its Board of Directors, to
repurchase up to an aggregate of three million shares of the Companys common stock
from time to time at prevailing prices in the open market. No shares were purchased
during the first quarter of 2010. Shares repurchased to date under these programs
totaled 2,839,319. The authorizations of the Board of Directors do not have expiration
dates. The terms of Viads $75 million secured revolving credit facility, as amended as
of November 20, 2009, restrict the Company from paying more than
$5 million in dividends in the aggregate in any calendar year
and also restrict the Company from repurchasing more than $10 million in
the aggregate of the Companys common stock during the remainder of the credit facility
term, which expires in June 2011.  Page 31




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Item 6. Exhibits.
 Exhibit No. 31.1
    
    Certification of Chief Executive Officer of Viad Corp
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*Exhibit No. 31.2
    
    Certification of Chief Financial Officer of Viad Corp
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*Exhibit No. 32.1
    
    Certification of Chief Executive Officer of Viad Corp
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*Exhibit No. 32.2
    
    Certification of Chief Financial Officer of Viad Corp
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
 *
    
    Filed herewith. 
 
 SIGNATURES
  VIAD CORP(Registrant)May 7, 2010
    
    By /s/ G. Michael Latta(Date)
    
    G. Michael LattaVice President  Controller(Chief Accounting Officerand Authorized Officer)
  Page 32