##### 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, 2009
 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
    
    (I.R.S. Employer Identification No.)incorporation or organization)1850 North Central Avenue, Suite 800Phoenix, Arizona
    
    85004-4545(Address of principal executive offices)
    
    (Zip Code)
 (602) 207-4000  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    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 Proceeds.Item 6. ExhibitsSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 VIAD CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 March 31, 2009
    
    
    December 31, 2008(in thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    118,162
    
    
    $
    148,040Accounts receivable, net of allowance for doubtful accounts
of $2,306 and $2,556, respectively
    
    
    58,296
    
    
    
    53,541Inventories
    
    
    45,615
    
    
    
    52,311Deferred income taxes
    
    
    17,432
    
    
    
    19,695Other current assets
    
    
    13,952
    
    
    
    14,453Total current assets
    
    
    253,457
    
    
    
    288,040Property and equipment, net
    
    
    169,432
    
    
    
    165,415Other investments and assets
    
    
    26,247
    
    
    
    26,560Deferred income taxes
    
    
    16,420
    
    
    
    18,996Goodwill
    
    
    210,158
    
    
    
    212,461Other intangible assets, net
    
    
    17,365
    
    
    
    17,932Total Assets
    
    $
    693,079
    
    
    $
    729,404LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    59,708
    
    
    $
    57,702Other current liabilities
    
    
    76,489
    
    
    
    109,059Current portion of long-term debt and capital lease obligations
    
    
    2,891
    
    
    
    2,556Total current liabilities
    
    
    139,088
    
    
    
    169,317Long-term debt and capital lease obligations
    
    
    11,103
    
    
    
    10,087Pension and postretirement benefits
    
    
    25,026
    
    
    
    25,121Other deferred items and liabilities
    
    
    55,931
    
    
    
    57,790Total liabilities
    
    
    231,148
    
    
    
    262,315Commitments and contingencies (Note 15)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
    
    
    600,701
    
    
    
    623,781Retained earnings
    
    
    92,248
    
    
    
    91,558Unearned employee benefits and other
    
    
    (7,651
    )
    
    
    (7,881
    )Accumulated other comprehensive income (loss):Unrealized loss on investments
    
    
    (119
    )
    
    
    (62
    )Cumulative foreign currency translation adjustments
    
    
    1,153
    
    
    
    6,233Unrecognized net actuarial loss and prior service credit
    
    
    (3,790
    )
    
    
    (3,673
    )Common stock in treasury, at cost, 4,333,283 and 4,655,956
shares, respectively
    
    
    (264,416
    )
    
    
    (286,803
    )Total Viad Corp stockholders equity
    
    
    455,528
    
    
    
    460,555Noncontrolling interest
    
    
    6,403
    
    
    
    6,534Total stockholders equity
    
    
    461,931
    
    
    
    467,089Total Liabilities and Stockholders Equity
    
    $
    693,079
    
    
    $
    729,404
  Page 2




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VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three months ended March 31,2009
    
    
    2008(in thousands, except per share data)Revenues:Convention and event services
    
    $
    196,896
    
    
    $
    268,881Exhibits and environments
    
    
    39,166
    
    
    
    60,712Travel and recreation services
    
    
    4,887
    
    
    
    5,852Total revenues
    
    
    240,949
    
    
    
    335,445Costs and expenses:Costs of services
    
    
    189,283
    
    
    
    241,787Costs of products sold
    
    
    44,999
    
    
    
    65,078Corporate activities
    
    
    1,503
    
    
    
    2,434Interest income
    
    
    (261
    )
    
    
    (1,100
    )Interest expense
    
    
    420
    
    
    
    463Restructuring charges
    
    
    2,732
    
    
    
    Total costs and expenses
    
    
    238,676
    
    
    
    308,662Income before income taxes
    
    
    2,273
    
    
    
    26,783Income tax expense
    
    
    901
    
    
    
    10,190Net income
    
    
    1,372
    
    
    
    16,593Net loss attributable to noncontrolling interest
    
    
    131
    
    
    
    152Net income attributable to Viad
    
    $
    1,503
    
    
    $
    16,745Diluted income per common shareNet income attributable to Viad common stockholders
    
    $
    0.07
    
    
    $
    0.81Weighted-average outstanding and potentially dilutive common shares
    
    
    20,139
    
    
    
    20,612Basic income per common shareNet income attributable to Viad common stockholders
    
    $
    0.07
    
    
    $
    0.81Weighted-average outstanding common shares
    
    
    19,893
    
    
    
    20,196Dividends 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 31,2009
    
    
    2008(in thousands)Net income
    
    $
    1,372
    
    
    $
    16,593Other comprehensive loss:Unrealized losses on investments:Holding losses arising during the period, net of tax
    
    
    (57
    )
    
    
    (130
    )Unrealized foreign currency translation adjustments
    
    
    (5,080
    )
    
    
    (2,103
    )Pension and postretirement benefit plans:Amortization of net actuarial loss, net of tax
    
    
    73
    
    
    
    71Amortization of prior service credit, net of tax
    
    
    (190
    )
    
    
    (206
    )Total other comprehensive loss
    
    
    (5,254
    )
    
    
    (2,368
    )Comprehensive income (loss)
    
    
    (3,882
    )
    
    
    14,225Comprehensive loss attributable to noncontrolling interest
    
    
    131
    
    
    
    152Comprehensive income (loss) attributable to Viad
    
    $
    (3,751
    )
    
    $
    14,377
  Page 4




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VIAD CORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three months ended March 31,2009
    
    
    2008(in thousands)Cash flows from operating activities:Net income
    
    $
    1,372
    
    
    $
    16,593Adjustments to reconcile net income to net cash used in
operating activities:Depreciation and amortization
    
    
    6,365
    
    
    
    6,628Deferred income taxes
    
    
    4,815
    
    
    
    2,540Restructuring charges
    
    
    2,732
    
    
    
    Losses on dispositions of property and other assets
    
    
    13
    
    
    
    3Share-based compensation expense
    
    
    233
    
    
    
    2,692Tax benefit from share-based compensation arrangements
    
    
    
    
    
    
    283Excess tax benefit from share-based compensation arrangements
    
    
    
    
    
    
    (277
    )Other non-cash items, net
    
    
    948
    
    
    
    1,196Change in operating assets and liabilities:Receivables
    
    
    (4,991
    )
    
    
    (37,497
    )Inventories
    
    
    6,696
    
    
    
    2,225Accounts payable
    
    
    2,713
    
    
    
    2,772Restructuring liabilities
    
    
    (1,610
    )
    
    
    (478
    )Accrued compensation
    
    
    (18,008
    )
    
    
    (16,571
    )Customer deposits
    
    
    (9,835
    )
    
    
    (2,802
    )Other assets and liabilities, net
    
    
    (7,482
    )
    
    
    1,556Net cash used in operating activities
    
    
    (16,039
    )
    
    
    (21,137
    )Cash flows from investing activities:Capital expenditures
    
    
    (10,604
    )
    
    
    (12,043
    )Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (23,334
    )Proceeds from sale of short-term investments
    
    
    
    
    
    
    1,985Proceeds from dispositions of property and other assets
    
    
    2
    
    
    
    25Net cash used in investing activities
    
    
    (10,602
    )
    
    
    (33,367
    )Cash flows from financing activities:Payments on debt and capital lease obligations
    
    
    (729
    )
    
    
    (722
    )Dividends paid on common stock
    
    
    (824
    )
    
    
    (828
    )Common stock purchased for treasury
    
    
    (975
    )
    
    
    (1,632
    )Excess tax benefit from share-based compensation arrangements
    
    
    
    
    
    
    277Proceeds from exercise of stock options
    
    
    
    
    
    
    573Net cash used in financing activities
    
    
    (2,528
    )
    
    
    (2,332
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (709
    )
    
    
    269Net decrease in cash and cash equivalents
    
    
    (29,878
    )
    
    
    (56,567
    )Cash and cash equivalents, beginning of year
    
    
    148,040
    
    
    
    165,069Cash and cash equivalents, end of period
    
    $
    118,162
    
    
    $
    108,502Supplemental disclosure of cash flow informationCash paid during the period for:Income taxes
    
    $
    5,033
    
    
    $
    7,523Interest
    
    $
    194
    
    
    $
    457Equipment acquired under capital leases
    
    $
    2,136
    
    
    $
    313
  Page 5




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VIAD CORP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. Basis of Preparation and Principles of Consolidation
    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, 2009
    
    
    358,285
    
    
    $
    34.25
    
    
    
    94,828
    
    
    $
    34.56Granted
    
    
    220,133
    
    
    
    15.36
    
    
    
    162,600
    
    
    
    15.36Vested
    
    
    (143,312
    )
    
    
    30.50
    
    
    
    (46,701
    )
    
    
    34.21Forfeited
    
    
    (1,789
    )
    
    
    33.81
    
    
    
    (1,000
    )
    
    
    33.81Balance at March 31, 2009
    
    
    433,317
    
    
    
    25.89
    
    
    
    209,727
    
    
    
    19.75
    Weighted-Average
    
    OptionsShares
    
    Exercise Price
    
    ExercisableOptions outstanding at January 1, 2009
    
    
    606,660
    
    
    $
    25.86
    
    
    
    459,612Forfeited
    
    
    (4,200
    )
    
    
    25.37Options outstanding at March 31, 2009
    
    
    602,460
    
    
    
    25.87
    
    
    
    515,504
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Options Outstanding
    
    Options ExercisableWeighted-Average
    
    Weighted-
    
    
    
    
    
    Weighted-Remaining
    
    Average
    
    
    
    
    
    AverageRange of Exercise Prices
    
    Shares
    
    Contractual Life
    
    Exercise Price
    
    Shares
    
    Exercise Price$18.40 to $20.77
    
    
    74,945
    
    
    3.6 years
    
    $
    19.58
    
    
    
    74,945
    
    
    $
    19.58$22.29 to $24.05
    
    
    100,877
    
    
    1.7 years
    
    
    23.88
    
    
    
    100,877
    
    
    
    23.88$24.22 to $26.07
    
    
    161,807
    
    
    2.7 years
    
    
    25.13
    
    
    
    151,807
    
    
    
    25.14$26.31 to $26.49
    
    
    151,510
    
    
    2.8 years
    
    
    26.34
    
    
    
    118,604
    
    
    
    26.34$28.15 to $38.44
    
    
    113,321
    
    
    3.2 years
    
    
    32.22
    
    
    
    69,271
    
    
    
    30.64$18.40 to $38.44
    
    
    602,460
    
    
    2.8 years
    
    
    25.87
    
    
    
    515,504
    
    
    
    25.10
   Note 3. Acquisition of Business
  Note 4. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Raw materials
    
    $
    28,870
    
    
    $
    30,683Work in process
    
    
    16,745
    
    
    
    21,628Inventories
    
    $
    45,615
    
    
    $
    52,311
 Page 8




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Note 5. Property and Equipment
  March 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Land
    
    $
    23,021
    
    
    $
    23,623Buildings and leasehold improvements
    
    
    88,565
    
    
    
    88,999Equipment and other
    
    
    275,473
    
    
    
    267,175387,059
    
    
    
    379,797Accumulated depreciation
    
    
    (217,627
    )
    
    
    (214,382
    )Property and equipment, net
    
    $
    169,432
    
    
    $
    165,415
  Note 6. Goodwill and Other Intangible Assets
   Experiential
    
    
    Travel andGES
    
    
    Marketing
    
    
    Recreation
    
    
    Total(in thousands)Balance at January 1, 2009
    
    $
    174,018
    
    
    $
    5,063
    
    
    $
    33,380
    
    
    $
    212,461Foreign currency translation adjustments
    
    
    (885
    )
    
    
    
    
    
    
    (1,418
    )
    
    
    (2,303
    )Balance at March 31, 2009
    
    $
    173,133
    
    
    $
    5,063
    
    
    $
    31,962
    
    
    $
    210,158
  Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingValue
    
    
    Amortization
    
    
    Value(in thousands)Amortized intangible assets:Customer contracts and relationships
    
    $
    8,614
    
    
    $
    (1,140
    )
    
    $
    7,474Design libraries
    
    
    2,020
    
    
    
    (282
    )
    
    
    1,738Non-compete agreements
    
    
    1,673
    
    
    
    (1,485
    )
    
    
    188Proprietary technology
    
    
    731
    
    
    
    (346
    )
    
    
    385Other
    
    
    77
    
    
    
    (38
    )
    
    
    3913,115
    
    
    
    (3,291
    )
    
    
    9,824Unamortized intangible assets:Trademarks and trade names
    
    
    7,511
    
    
    
    
    
    
    
    7,511Other
    
    
    30
    
    
    
    
    
    
    
    307,541
    
    
    
    
    
    
    
    7,541Total
    
    $
    20,656
    
    
    $
    (3,291
    )
    
    $
    17,365
 Page 9




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Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingValue
    
    
    Amortization
    
    
    Value(in thousands)Amortized intangible assets:Customer contracts and relationships
    
    $
    8,634
    
    
    $
    (901
    )
    
    $
    7,733Design libraries
    
    
    2,020
    
    
    
    (226
    )
    
    
    1,794Non-compete agreements
    
    
    1,933
    
    
    
    (1,634
    )
    
    
    299Proprietary technology
    
    
    735
    
    
    
    (293
    )
    
    
    442Other
    
    
    79
    
    
    
    (35
    )
    
    
    4413,401
    
    
    
    (3,089
    )
    
    
    10,312Unamortized intangible assets:Trademarks and trade names
    
    
    7,590
    
    
    
    
    
    
    
    7,590Other
    
    
    30
    
    
    
    
    
    
    
    307,620
    
    
    
    
    
    
    
    7,620Total
    
    $
    21,021
    
    
    $
    (3,089
    )
    
    $
    17,932
  (in thousands)2009
    
    $
    1,5532010
    
    $
    1,8912011
    
    $
    1,5532012
    
    $
    1,1892013 and thereafter
    
    $
    3,638
 Note 7. Accrued Liabilities and Other
  March 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Continuing operations:Customer deposits
    
    $
    33,176
    
    
    $
    43,011Accrued compensation
    
    
    11,602
    
    
    
    29,048Self-insured liability accrual
    
    
    8,969
    
    
    
    8,258Accrued sales and use taxes
    
    
    3,316
    
    
    
    3,473Accrued restructuring
    
    
    2,532
    
    
    
    2,337Accrued dividends
    
    
    853
    
    
    
    840Accrued income taxes
    
    
    250
    
    
    
    5,199Other
    
    
    12,930
    
    
    
    13,42773,628
    
    
    
    105,593Discontinued operations:Environmental remediation liabilities
    
    
    1,750
    
    
    
    2,208Self-insured liability accrual
    
    
    539
    
    
    
    461Other
    
    
    572
    
    
    
    7972,861
    
    
    
    3,466Total other current liabilities
    
    $
    76,489
    
    
    $
    109,059
 Page 10




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March 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Continuing operations:Self-insured liability accrual
    
    $
    13,570
    
    
    $
    14,387Accrued income taxes
    
    
    5,526
    
    
    
    5,462Accrued restructuring
    
    
    5,044
    
    
    
    4,207Accrued compensation
    
    
    4,632
    
    
    
    5,194Foreign deferred tax liability
    
    
    3,578
    
    
    
    3,340Deferred gain on sale of property
    
    
    1,370
    
    
    
    1,612Other
    
    
    4,331
    
    
    
    5,29638,051
    
    
    
    39,498Discontinued operations:Self-insured liability accrual
    
    
    9,252
    
    
    
    9,435Environmental remediation liabilities
    
    
    5,296
    
    
    
    5,516Accrued income taxes
    
    
    920
    
    
    
    909Other
    
    
    2,412
    
    
    
    2,43217,880
    
    
    
    18,292Total other deferred items and liabilities
    
    $
    55,931
    
    
    $
    57,790
 Note 8. Debt
   Page 11




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Note 9. Stockholders Equity
  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
    )Amortization of 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
  Total Viad
    
    
    
    
    
    
    TotalStockholders
    
    
    Noncontrolling
    
    
    StockholdersEquity
    
    
    Interest
    
    
    Equity(in thousands)Balance at January 1, 2008
    
    $
    469,845
    
    
    $
    5,984
    
    
    $
    475,829Net income (loss)
    
    
    16,745
    
    
    
    (152
    )
    
    
    16,593Dividends on common stock
    
    
    (828
    )
    
    
    
    
    
    
    (828
    )Common stock purchased for treasury
    
    
    (1,632
    )
    
    
    
    
    
    
    (1,632
    )Employee benefit plans
    
    
    2,328
    
    
    
    
    
    
    
    2,328Unrealized foreign currency translation
adjustment
    
    
    (2,103
    )
    
    
    
    
    
    
    (2,103
    )Unrealized loss on investments
    
    
    (130
    )
    
    
    
    
    
    
    (130
    )Amortization of prior service cost and
net actuarial loss
    
    
    (135
    )
    
    
    
    
    
    
    (135
    )ESOP allocation adjustment
    
    
    250
    
    
    
    
    
    
    
    250Other
    
    
    (24
    )
    
    
    
    
    
    
    (24
    )Balance at March 31, 2008
    
    $
    484,316
    
    
    $
    5,832
    
    
    $
    490,148
 Note 10. 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.
 Page 12




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Fair Value Measurements at March 31, 2009 UsingQuoted Prices
    
    
    Significantin Active
    
    
    Other
    
    
    SignificantMarkets for
    
    
    Observable
    
    
    UnobservedMarch 31,
    
    
    Identical Assets
    
    
    Inputs
    
    
    Inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)(in thousands)Assets:Money market funds
    
    $
    53,085
    
    
    $
    53,085
    
    
    $
    
    
    
    $
    Other mutual funds
    
    
    1,578
    
    
    
    1,578
    
    
    
    
    
    
    
    Total
    
    $
    54,663
    
    
    $
    54,663
    
    
    $
    
    
    
    $
    
   Page 13




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Note 11. Income Per Share
  Three months ended March 31,2009
    
    
    2008(in thousands, except per share data)Basic net income per shareNumerator:Net income attributable to Viad
    
    $
    1,503
    
    
    $
    16,745Less: Allocation to nonvested shares
    
    
    (37
    )
    
    
    (344
    )Net income allocated to Viad common stockholders
    
    $
    1,466
    
    
    $
    16,401Denominator:Weighted-average outstanding common shares
    
    
    19,893
    
    
    
    20,196Net income attributable to Viad common stockholders
    
    $
    0.07
    
    
    $
    0.81Diluted net income per shareNumerator:Net income attributable to Viad
    
    $
    1,503
    
    
    $
    16,745Denominator:Weighted-average outstanding shares
    
    
    19,893
    
    
    
    20,196Additional dilutive shares related to share-based compensation
    
    
    246
    
    
    
    416Weighted-average outstanding and potentially dilutive shares
    
    
    20,139
    
    
    
    20,612Net income attributable to Viad common stockholders
    
    $
    0.07
    
    
    $
    0.81
  Note 12. Income Taxes
  2009
    
    2008(in thousands)Computed income tax expense at statutory
federal income tax rate of 35%
    
    $
    796
    
    
    
    35.0
    %
    
    $
    9,374
    
    
    
    35.0
    %State income taxes, net of federal benefit
    
    
    165
    
    
    
    7.3
    %
    
    
    1,367
    
    
    
    5.1
    %Other, net
    
    
    (60
    )
    
    
    (2.7
    %)
    
    
    (551
    )
    
    
    (2.1
    %)Income tax expense
    
    $
    901
    
    
    
    39.6
    %
    
    $
    10,190
    
    
    
    38.0
    %
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Note 13. Pension and Postretirement Benefits
  Domestic PlansPostretirement
    
    
    ForeignPension Plans
    
    
    Benefit Plans
    
    
    Pension Plans2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(in thousands)Service cost
    
    $
    44
    
    
    $
    50
    
    
    $
    16
    
    
    $
    16
    
    
    $
    58
    
    
    $
    96Interest cost
    
    
    324
    
    
    
    305
    
    
    
    271
    
    
    
    250
    
    
    
    175
    
    
    
    193Expected return on plan assets
    
    
    (161
    )
    
    
    (194
    )
    
    
    (52
    )
    
    
    (82
    )
    
    
    (121
    )
    
    
    (188
    )Amortization of prior service
cost (credit)
    
    
    11
    
    
    
    18
    
    
    
    (323
    )
    
    
    (355
    )
    
    
    
    
    
    
    Recognized net actuarial loss
    
    
    89
    
    
    
    91
    
    
    
    74
    
    
    
    69
    
    
    
    
    
    
    
    Net periodic benefit cost (credit)
    
    $
    307
    
    
    $
    270
    
    
    $
    (14
    )
    
    $
    (102
    )
    
    $
    112
    
    
    $
    101
  Note 14. Restructuring Charges
  2009
    
    
    OtherRestructuring
    
    
    Restructurings
    
    
    Total(in thousands)Balance at January 1, 2009
    
    $
    
    
    
    $
    6,544
    
    
    $
    6,544Restructuring charges
    
    
    2,732
    
    
    
    
    
    
    
    2,732Cash payments
    
    
    (992
    )
    
    
    (618
    )
    
    
    (1,610
    )Adjustment to liability
    
    
    
    
    
    
    (79
    )
    
    
    (79
    )Foreign currency translation adjustment
    
    
    
    
    
    
    (11
    )
    
    
    (11
    )Balance at March 31, 2009
    
    $
    1,740
    
    
    $
    5,836
    
    
    $
    7,576
 Note 15. Litigation, Claims and Other Contingencies
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Note 16. Segment Information
  Three months ended March 31,2009
    
    
    2008(in thousands)Revenues:GES
    
    $
    205,646
    
    
    $
    285,675Experiential Marketing Services
    
    
    30,416
    
    
    
    43,918Travel and Recreation Services
    
    
    4,887
    
    
    
    5,852$
    240,949
    
    
    $
    335,445Segment operating income (loss):GES
    
    $
    16,393
    
    
    $
    35,848Experiential Marketing Services
    
    
    (7,322
    )
    
    
    (4,121
    )Travel and Recreation Services
    
    
    (2,404
    )
    
    
    (3,147
    )6,667
    
    
    
    28,580Corporate activities
    
    
    (1,503
    )
    
    
    (2,434
    )5,164
    
    
    
    26,146Interest income
    
    
    261
    
    
    
    1,100Interest expense
    
    
    (420
    )
    
    
    (463
    )Restructuring charges
    
    
    (2,732
    )
    
    
    Income before income taxes
    
    $
    2,273
    
    
    $
    26,783
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March 31,
    
    
    December 31,2009
    
    
    2008(in thousands)Assets:GES
    
    $
    348,770
    
    
    $
    340,849Experiential Marketing Services
    
    
    97,659
    
    
    
    102,361Travel and Recreation Services
    
    
    113,060
    
    
    
    120,198Corporate and other
    
    
    133,590
    
    
    
    165,996$
    693,079
    
    
    $
    729,404
 Note 17. Impact of Recent Accounting Pronouncements
     Page 18




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Note 18. Common Stock Repurchases
  Page 19




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview:
  GES 
 Experiential Marketing Services 
 Travel and Recreation Services 
  Viad Corp (Consolidated)
 
    
    Total revenues of $240.9 million compared to $335.4 million in the first quarter
of 2008
    
    Net income attributable to Viad of $1.5 million versus $16.7 million in the
first quarter of 2008
    
    Diluted income per share of $0.07 versus $0.81 in the first quarter of 2008
    
    Restructuring charges of $2.7 million in 2009 related to the Experiential
Marketing Services segment
    
    Cash and cash equivalents totaled $118.2 million as of March 31, 2009
    
    Debt was $14.0 million as of March 31, 2009
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GES
 
    
    Revenues of $205.6 million, a decrease of 28.0 percent from the first quarter of
2008
    
    Segment operating income of $16.4 million, a decrease of 54.3 percent from the
first quarter of 2008
 Experiential Marketing Services
 
    
    Revenues of $30.4 million, a decrease of 30.7 percent from the first quarter of
2008
    
    Segment operating loss of $7.3 million, compared to a loss of $4.1 million in
the first quarter of 2008
 Travel and Recreation Services
 
    
    Revenues of $4.9 million, a decrease of 16.5 percent from the first quarter of
2008
    
    Segment operating loss of $2.4 million, compared to a loss of $3.1 million in
the first quarter of 2008
 Non-GAAP Measure:
    Three months ended March 31,2009
    
    
    2008(in thousands)Adjusted EBITDA
    
    $
    9,189
    
    
    $
    34,026Interest expense
    
    
    (420
    )
    
    
    (463
    )Income tax expense
    
    
    (901
    )
    
    
    (10,190
    )Depreciation and amortization
    
    
    (6,365
    )
    
    
    (6,628
    )Net income attributable to Viad
    
    $
    1,503
    
    
    $
    16,745
  Page 21




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Results of Operations:
 Comparison of First Quarter of 2009 to the First Quarter of 2008
  GES.
    Experiential Marketing Services.
   Page 22




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




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Page 24




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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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Insurance liabilities
 Pension and postretirement benefits
  Page 27




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Share-based compensation
   Impact of Recent Accounting Pronouncements:
  Page 28




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Page 29




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Forward-Looking Statements:
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    Page 30




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Item 4. Controls and Procedures.
   Page 31




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PART IIOTHER INFORMATION
 
 Item 1A. Risk Factors.
  Viads businesses and operating results are adversely affected by deterioration in general
economic conditions.
     Viads businesses are adversely affected by disruptions in the travel industry, as well as
disruptions caused by potential emergence of a pandemic or other heath crisis, natural disasters,
or other events that discourage people from gathering in public places.
   Page 32




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  ISSUER PURCHASES OF EQUITY SECURITIES
 Total Numberof Shares
    
    Maximum Number (orPurchased as
    
    Approximate Dollar Value) ofPart of Publicly
    
    Shares that May Yet BeTotal Number of
    
    Average Price
    
    Announced Plans
    
    Purchased Under the Plans orPeriod
    
    Shares Purchased (#)
    
    Paid Per Share ($)
    
    or Programs
    
    Programs (1)January 2009
    
    
    10,231
    
    
    
    24.66
    
    
    
    
    
    
    
    160,681February 2009
    
    
    47,078
    
    
    
    15.36
    
    
    
    
    
    
    
    160,681Total
    
    
    57,309
    
    
    
    17.02
    
    
    
    
    
    
    
    160,681
 
 (1)
    
    Viad has 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 2009. Shares repurchased to date under these programs totaled 2,839,319.
The authorizations of the Board of Directors do not have expiration dates. Page 33




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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 8, 2009
    
    
    
    By /s/ G. Michael Latta(Date)
    
    
    
    G. Michael LattaVice President  Controller(Chief Accounting Officerand Authorized Officer)
 Page 34