Viad

2012 annual report

Dear Fellow Shareholders

Paul B. Dykstra

Chairman, President and 
Chief Executive Offi  cer

Fiscal  2012  was  a  very  solid  year  for  Viad.  Consolidated 
revenue  for  the  year  exceeded  the  $1  BILLION  level,  an 
important threshold as we continue to grow our business. 
With  the  benefi t  of  increased  revenue  and  a  focus  on 
operating effi  ciencies, income before other items per share 
nearly doubled to $1.09 compared to $0.55 in 2011.

Marketing & Events Group Highlights

Our  Marketing  &  Events  Group  posted 
signifi cant  year-on-year  growth  in  2012. 
Revenue increased 7.3 percent to $902 mil-
lion  and  operating  income  improved  by 
$12.7 million to $17.9 million. These results 
refl ect continued improvement in industry 
fundamentals as well as our initiatives to 
drive top line growth and margin improve-
ment.  U.S.  base  same  show  revenue  for 
the  year  grew  by  6.5  percent  and  operat-
ing margins improved by 140 basis points. 

GES  produced  some  of  the  most  iconic 
trade shows and conferences in 2012, with 
several  notable  new  wins.  We  produced 
the  fi rst  event  in  a  fi ve-year  contract 
for  The  WINDPOWER  Conference  and 
Exhibition, the world’s largest wind energy 
event. Another key competitive win for us 
was a three-year contract to produce the 
National  Rifl e  Association  (NRA)  Annual 
Meetings  and  Exhibits  commencing  in 
2013. In addition, we produced a number 
of  new  shows  in  2012  including  MODEX, 
which was awarded to us by longtime GES 
client MHI.

We  gained  signifi cant  traction  in  expand-
ing the scope of our worldwide business in 
2012. We provided event services in more 
than  20  venues  throughout  metropolitan 
London  during  the  2012  London  Summer 
Olympic  and  Paralympic  Games.  As  the 
undisputed market leader in the UK, with 

the widest range of capabilities to produce 
and service large exhibitions, Melville GES 
entered  into  a  10-year  agreement  with 
ExCeL London to be its preferred exhibition 
services supplier. ExCeL is a leading inter-
national exhibition and convention center 
in  the  London  metro  area  and  home  for 
many of Europe’s largest exhibitions, con-
gresses  and  corporate  events.  This  agree-
ment  provides  us  access  to  a  new  set  of 
opportunities to expand our international 
business in the coming years. 

We also opened a new offi  ce in Amsterdam 
with the goal of extending our reach into 
continental  Europe.  Since  the  opening 
of  that  offi  ce,  we  have  been  awarded  an 
extensive  portfolio  of  30  events,  by  glob-
al  business-to-business  event  organizer, 
UBM Live. 

We  remained  focused  on  operating  more 
effi  ciently in 2012. Through our initiatives 
to drive down overhead costs and improve 
labor  effi  ciency,  we  realized  a  $2  million 
reduction  in  U.S.  facilities  costs  and  a  50 
basis  point  improvement  in  labor-to-rev-
enue  ratio  on  our  U.S.  base  same-shows. 
Our  Atlanta  warehouse  facility  has  been 
designated  as  our  East  Depot  and  will 
support  all  other  show  locations  in  the 
region. We also completed consolidations 
within  the  Chicago,  Boston,  Washington 
DC  and  San  Francisco  markets.  These 
strategic  actions  provide  us  greater 
fl exibility  to  adjust  our  cost  structure 

GES helped bring Oprah’s 
O  Magazine  to  life  with 
a  full-day  event  featur-
ing  speaker  sessions  by 
Oprah  and  her  distin-
guished  experts,  as  well 
as  entertaining  Sponsor 
Zones  where  fans  could 
discover  new  products 
from IKEA, Paul Mitchell, 
Sally  Hansen  and  many 
other brands.

We gained significant 
traction in expanding the 
scope of our worldwide 
business in 2012.

sets  the  stage  for  more  profi table 
operations.  Our  international  busi-
ness  continues  to  perform  well  and 
we  are  expanding  our  capabilities 
to  capitalize  on  growth  opportuni-
ties  in  Europe  and  the  Middle  East. 
In our Travel & Recreation business, 
we will continue to benefi t from the 
perennial  demand  that  our  proper-
ties in western North America enjoy. 
Breathtaking vistas and unique vaca-
tion attractions will continue to draw 
visitors from all corners of the world. 

As  we  move  into  2013,  the  fi nancial 
underpinnings  of  the  Company  are 
very  strong  and  we  carry  very  little 
debt.  We  maintain  a  values-based 
culture  that  successfully  guides  us 
in everything that we do, and it truly 
refl ects  who  we  are.  I  am  honored, 
and inspired, every day to work with 
the  dedicated  professionals  that 
make up the Viad team. We are com-
mitted to run Viad in a manner that 
lives up to our “Always Honest” val-
ues. I am also privileged to work with 
a  Board  of  Directors  that  is  sharply 

to  address  the  ebbs  and  fl ows  of 
the business.

GES  was  once  again  named  as  one 
of  the  “World’s  50  Largest  Agency 
Companies” by Advertising Age mag-
azine.  And,  for  the  fi fth  consecutive 
year, J.D. Power and Associates recog-
nized  GES  for  excellence  in  call  cen-
ter  customer  satisfaction  for  2012. 
Consistently earning this recognition 
is a concrete example of our dedica-
tion to provide exceptional service to 
our customers.

Travel & Recreation 
Group Highlights

In  our  Travel  &  Recreation  Group, 
2012 revenue increased 21 percent to 
$123.2 million and operating income 
increased 18.6 percent to $24 million. 
Organic  revenue  growth  was  10.2 
percent as we continued to focus on 
providing an excellent experience for 
our guests. Our attractions turned in 
particularly strong performance with 
increased  passenger  traffi  c  across 
the board. 

2012  hospitality  revenue  benefi tted 
from  the  initial  peak  season  contri-
butions  from  our  recently  acquired 
Alaska  Denali  Travel  and  Banff  
International  Hotel  properties.  The 
St. Mary Lodge & Resort and Grouse 
Mountain Lodge, both in their second 

year  as  part  of  the 
Travel  &  Recreation 
Group,  posted  improved 
results over 2011. The Many 
Glacier  Hotel  provided  a  full 
revenue  contribution  in  2012  from 
rooms  that  were  under  renovation 
in 2011. 

Construction  work  on  our  new-
est  attraction,  the  Glacier  Skywalk 
in  Jasper  National  Park  in  Alberta, 
in  2012.  We 
Canada,  continued 
expect  that  it  will  become  an  excit-
ing  and  iconic  attraction  featuring 
the splendor of the amazing glaciol-
ogy,  geology  and  vistas  at  the  park. 
And  we  look  forward  to  its  opening 
either at the end of the 2013 season 
or early in the 2014 season.

2013 Outlook

We have much to look forward to in 
the coming years. The market dynam-
ics  in  both  the  Marketing  &  Events 
Group  and  the  Travel  &  Recreation 
Group  are  showing  improvement. 
Domestically,  the  number  of  trade 
show  exhibitors  is  increasing,  and 
their  event  spending  is  also  on  the 
upswing.  In  addition,  the  progress 
achieved  in  driving  operating  effi  -
ciencies  across  the  GES  U.S.  Service 
Delivery Network, as well as our con-
tinued  focus  on  labor  management, 

The  Grouse  Mountain  Lodge  is  considered 
one  of  Montana’s  fi nest  lodge  resorts, 
off ering  upscale  comfort  and  an  authentic 
Whitefi sh, Montana lodging experience.

As we move into 
2013, the financial 
underpinnings of 
the Company are 
very strong.

To  you,  our  loyal  shareholders,  we  thank  you  for  your 
continued support as we strive to enhance the value of 
your investment.

Sincerely,

focused  on  the  advancement  of  the  Company  and  the 
interests of its shareholders. The collective expertise and 
extensive experience of our Directors are valuable assets 
to  all  of  us  as  we  operate  each  day  and  pursue  actions 
to enhance shareholder value. I am also grateful to our 
loyal customers for the opportunity to provide them with 
meaningful and memorable experiences year after year.

Paul B. Dykstra

Chairman, President and Chief Executive Offi  cer

Revenues
(in millions)

Segment Operating Income
(in millions)

Adjusted EBITDA1
(in millions)

Debt-to-Capital Ratio2

.

2
5
2
0
1
$

,

.

4
2
4
9
$

.

8
4
4
8
$

.

9
1
4
$

.

4
5
2
$

.

8
4
1
$

.

3
3
4
$

.

3
2
3
$

.

2
8
5
$

%
3
2

.

%
8
0

.

%
6
0

.

‘10

‘11

‘12

‘10

‘11

‘12

‘10

‘11

‘12

‘10

‘11

‘12

1 “Adjusted EBITDA” is defi ned by Viad as net income attributable to Viad before interest expense, income taxes, depreciation and amortization, impairment loss-
es and recoveries, changes in accounting principles and the eff ects of discontinued operations. For further discussion and a reconciliation of Adjusted EBITDA to 
net income, refer to “Non-GAAP Measure” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the attached Form 10-K. 

2 “Capital” is defi ned as total debt and capital lease obligations plus total stockholders’ equity. 

As filed with the Securities and Exchange Commission on March 11, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

(Mark One)
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

‘ 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

or

Viad Corp

(Exact name of registrant as specified in its charter)

Delaware
State or other jurisdiction of
incorporation or organization
1850 North Central Avenue, Suite 1900
Phoenix, Arizona
(Address of principal executive offices)

36-1169950
(I.R.S. Employer
Identification No.)

85004-4565
(Zip Code)

Registrant’s telephone number, including area code:
(602) 207-1000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock, $1.50 par value

Name of each exchange
on which registered

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if

Act. Yes È No ‘

the registrant

is a well-known seasoned issuer, as defined by Rule 405 of

the Securities

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ‘ No È
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 period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes È 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 È No ‘

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ‘

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One):
Large accelerated filer ‘

Non-accelerated filer ‘ Smaller reporting company ‘

Accelerated filer È

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È
The aggregate market value of the Common Stock (based on its closing price per share on such date) held by non-affiliates on the

last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2012) was approximately $391 million.

Registrant had 20,249,721 shares of Common Stock ($1.50 par value) outstanding as of January 31, 2013.

Documents Incorporated by Reference

A portion of the Proxy Statement for the Annual Meeting of Shareholders of Viad Corp to be held May 21, 2013 is incorporated by

reference into Part III of this Annual Report.

INDEX

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers of Registrant

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

1
7
11
11
12
12
13

15
18
20
34
35
35
35
35

36
36
36
36
36

Part I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Other.

Part II

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Part III

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Part IV

Item 15.

Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36

Item 1. Business.

PART I

Viad Corp (together with its subsidiaries, “Viad” or the “Company”) derives its revenue from experiential services provided
primarily within the exhibition and events industry and the travel and recreation industry. Viad occupies leading positions as a
value-added service provider in many of the markets in which it competes. Viad serves clients predominantly in North America,
the United Kingdom, Germany and the United Arab Emirates.

Viad operates two business groups:

Marketing & Events Group. The Marketing & Events Group specializes in all aspects of the design, planning and
production of face-to-face events, immersive environments and brand-based experiences for clients, including show organizers,
corporate brand marketers and retail shopping centers. The mission of the Marketing & Events Group is to create the world’s
most meaningful and memorable experiences for brand marketers, show organizers, event attendees and retail shopping centers.
Show organizers include for-profit and not-for-profit show owners as well as show management companies. Corporate brand
marketers include exhibitors and domestic and international corporations which want to promote their brands, feature new
products, services and innovations and build business relationships. Viad’s retail shopping center customers include major
developers, owners and management companies of shopping malls and lifestyle centers.

Travel & Recreation Group. The Travel & Recreation Group generates its revenue from tourism products and experiential
services, including world-class attractions, hotel and concession operations, transportation services and package tour operations in
and around Western Canada, Glacier National Park in Montana, Denali National Park and Preserve in Alaska and Waterton Lakes
National Park in Alberta, Canada.

Viad’s two business groups are supported by a centralized Corporate Services Group, which provides functional support in
the areas of human resources, legal, finance and accounting, internal auditing, information technology, insurance, corporate
development, real estate and tax.

Reportable Segments

Within the two business groups, Viad’s organizational structure, operational decision-making authority, allocation of

resources and internal reporting are aligned into the following reportable business segments:

• Marketing & Events U.S. segment;

• Marketing & Events International segment; and

•

Travel & Recreation Group segment.

No reportable segment has a client comprising more than 5.2 percent of that segment’s revenue, and no client comprises more

than 3.1 percent of Viad’s revenue. Viad’s reportable business segments are described below.

Marketing & Events U.S. Segment

The Marketing & Events U.S. segment (the “U.S. segment”) is comprised of the domestic operations of Global Experience
Specialists, Inc. and affiliates (“GES”). During 2012, the U.S. segment provided services to over 1,300 exhibitions and events and
more than 167,000 exhibitors. The U.S. segment has full-service operations in every major exhibition market in the United States,
including: Las Vegas, Nevada; Chicago, Illinois; Orlando, Florida; New York, New York and Los Angeles, California. In each of
these locations, the U.S. segment is a leading service provider, servicing some of the most visible and influential events in its
industry.

This segment generates revenue from the following services:

Show Organizer Services. Under agreements with show organizers, the U.S. segment serves as the official services
contractor of an exhibition, which is also referred to as a “trade show,” “convention” or “show.” As the official services
contractor, the U.S. segment provides the following services to the show organizer: general event management; planning and
consultation; concept design; exhibition layout and design; graphics and design; show traffic analysis; carpeting and flooring;
signage; decorating products and accessories; custom graphics; overhead rigging; booth rigging; cleaning and temporary
electrical, lighting and plumbing.

1

Exclusive Services Provided to Exhibitors. As the official services contractor, the U.S. segment is designated by the show
organizer as the exclusive provider of certain services offered to exhibitors participating in the exhibition. This designation
provides exhibitors with a single point of contact to facilitate a timely, safe and efficient move-in and move-out of the exhibition
and to facilitate an organized, professional during-show experience. The exclusive services offered by the U.S. segment to
exhibitors include: material handling services; overhead rigging; temporary electrical and plumbing and cleaning.

Discretionary Services Provided to Exhibitors.

In addition to the exclusive services offered to exhibitors, the U.S. segment
competes with other service providers to sell non-exclusive services to exhibitors, including: custom exhibit design and
construction; portable and “modular” exhibits and design; integrated marketing, including pre- and post-event communications
and customer relationship management; multimedia services; event surveys; return on investment analysis; attendee and exhibit
booth traffic analysis; staff training; online management tools; logistics and freight-forwarding; storage and refurbishment of
exhibits; booth furnishings, carpeting and signage; in-house installation and dismantling and various other show services. The
U.S. segment aims to provide these services, combined with complete event program management and planning, to corporate
brand marketers across all exhibitions and events in which they participate. The U.S. segment competes with other service
providers to offer these discretionary services to exhibitors, regardless of whether or not the U.S. segment is the official services
contractor of the exhibition.

Other Marketing Services. The U.S. segment also provides a variety of immersive, entertaining attractions and brand-based
experiences, sponsored events, mobile marketing and other branded entertainment and face-to-face marketing solutions for clients
and venues, including movie studios, leading consumer brand marketers, shopping malls and museums. In addition, the U.S.
segment offers retail clients complete turnkey services,
including design, engineering, graphic production, fabrication,
warehousing, shipping and on-site installation of retail merchandising units, kiosks and holiday environments. The U.S. segment
also provides construction and installation services for permanent installations, including museum exhibits, corporate lobbies,
visitor centers, showrooms and retail interiors.

Competition. The U.S. segment generally competes in the exhibition and events industry on the basis of discernible
differences, value, quality, price, convenience and service. Viad believes the primary competitor in the domestic official services
contractor market is The Freeman Companies (a private company); however, the U.S. segment encounters substantial competition
from a large number of providers. No competitor has significant market share in the other categories of offerings of the U.S.
segment. Most of the competitors are privately held companies which provide limited public information concerning their
operations.

Marketing & Events International Segment

The Marketing & Events International segment (the “International segment”) includes all foreign operations of the
Marketing & Events Group and consists of two operating segments: Canada and EMEA (Europe, Middle East and Asia). The
International segment offers services that are similar to those provided by the U.S. segment. These services are delivered by
Viad’s wholly-owned subsidiaries including: GES Exposition Services (Canada) Limited, Melville Exhibition and Event Services
Limited and affiliates (collectively, “Melville GES”), SDD Exhibitions Limited and GES GmbH & Co. KG.

During 2012, the International segment provided services to over 660 exhibitions and events and more than 42,000 exhibitors.
The International segment has full-service operations in many of the most active and popular exhibition and event destinations,
including, 10 Canadian cities, six United Kingdom cities, one German city, two cities in the United Arab Emirates and one city in
the Netherlands. In each of these locations, the International segment is a leading service provider, servicing some of the most
visible and influential events in its industry.

Competition. The International segment generally competes on the basis of discernible differences, value, quality, price,
convenience and service. The International segment is the largest exhibitions competitor in the countries in which it competes.
The International segment encounters competition from a large number of providers of similar services. Most of the competitors
are privately held companies which provide limited public information concerning their operations.

Travel & Recreation Group Segment

Travel and recreation services are provided by Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan
Park Properties, Inc. (“Alaska Denali Travel”). Brewster and Alaska Denali Travel are wholly-owned subsidiaries of Viad and
Glacier Park is an 80 percent owned subsidiary of Viad.

2

Brewster

Brewster is a major tourism service operator in Western Canada, delivering tourism products that include world-class
hospitality services, attractions, inbound package tour operations and corporate and event management and transportation
services.

Hospitality. Brewster operates three hotels in Alberta: the Mount Royal Hotel and the Banff International Hotel, both of
which are located in the heart of Banff National Park in downtown Banff, Alberta, Canada, and the Glacier View Inn, which is
located on the Columbia Icefield between Lake Louise and Jasper. The Banff International Hotel, which was acquired on
March 7, 2012, is a 162-guest room hotel located close to shopping, dining and Canadian Rockies activities. The hotels cater
principally to leisure travelers.

Attractions. Brewster’s attractions include the Banff Gondola, tours of the Athabasca Glacier on the Columbia Icefield and the
Banff Lake Cruise operations. The Banff Gondola transports visitors to an elevation of over 7,000 feet above sea level to the top of
Sulphur Mountain in Banff, Alberta, Canada, offering an unobstructed view of the Canadian Rockies and overlooking the town of
Banff and the Bow Valley. Tours of the Athabasca Glacier on the Columbia Icefield provide customers with an opportunity to
experience one of the largest accumulations of ice and snow south of the Arctic Circle. Icefield customers ride in an “Ice Explorer,” a
unique vehicle specially designed for glacier travel. Brewster also offers boat tours, small boat rentals and charter fishing on Lake
Minnewanka, which is situated outside of the town of Banff in the heart of the Canadian Rockies. In July 2012, Viad began
construction of the Glacier Skywalk, a 1,312-foot guided interpretive walkway with a 98-foot glass-floored observation area
overlooking the Sunwapta Valley at the Tangle Ridge Viewpoint in Jasper National Park, Alberta, Canada. Viad anticipates that the
Glacier Skywalk will open at the beginning of the 2014 operating season.

Package Tour Operations and Corporate and Event Management. Brewster’s inbound package tour operations feature year-
round package tours throughout Canada. These packages include motorcoach, rail, self-drive automobile, ski and winter touring
and consist of both group and individual tours which may be custom designed at the time of booking. Brewster also offers a full
suite of corporate and event management services for meetings, conferences, incentive travel, sports and special events. Event-
related service offerings include staffing, off-site events, tours/activities, team building, housing, event management, theme
development, production and audio visual services.

Transportation Operations. Brewster’s transportation operations include charter motorcoach services, sightseeing,
scheduled services and airport shuttle service. Brewster operates a modern fleet of luxury motorcoaches, available for groups of
any size, for travel throughout the Canadian provinces of Alberta and British Columbia. In addition, Brewster provides seasonal
half- and full-day sightseeing tours from Calgary, Banff, Lake Louise and Jasper, Canada.

Brewster draws its customers from major markets including Canada, the United States, the United Kingdom, Australia/New
Zealand and Asia. Brewster markets directly to consumers, as well as through distribution channels that include tour operators,
tour wholesalers, destination management companies and retail travel agencies/organizations.

Brewster generated 73 percent of the Travel & Recreation Group’s 2012 segment operating income.

Glacier Park

Glacier Park is an independent hotel operator and concessionaire of Waterton-Glacier International Peace Park, which
encompasses Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is the largest
concessionaire in Glacier National Park which is among the most visited National Parks in the United States. Glacier Park
provides lodging accommodations, food and beverage services, retail operations, transportation services and tours throughout
Glacier and Waterton Lakes National Parks.

The operations of Glacier Park are seasonal, typically running from mid-May until the end of September. During those
months, Glacier and Waterton Lakes National Parks typically host over two million visitors, the vast majority of whom purchase
services from Glacier Park. During the peak months of July and August, the occupancy level at Glacier Park’s lodges and motor
inns typically exceeds 90 percent. During the “shoulder” months of June and September, occupancy typically exceeds 80 percent.

Individual travelers account for over 80 percent of Glacier Park’s customers, and the balance of its customers are tour groups.
Demographically, Glacier Park draws over 90 percent of its customers from the United States, with approximately 60 percent of
the U.S. customers coming from the Northwest and Midwest regions.

3

Historic Lodges and Hotel Accommodations. Glacier Park operates five lodges, three 1960s-era motor inns and one full-
season resort hotel, with accommodation offerings varying from hikers’ cabins to hotel suites. In January 2011, Glacier Park
acquired Grouse Mountain Lodge in Whitefish, Montana, which is near Glacier National Park. In June 2011, Glacier Park
acquired St. Mary Lodge & Resort, a 115-room hotel in St. Mary, Montana, which is located outside the east entrance to Glacier
National Park.

Hospitality Services. Glacier Park has food and beverage operations providing services to lodging guests and park visitors.

Glacier Park also has retail operations, including a camp store and gift shops catering to lodging guests and park visitors.

Tour and Transportation Services. Glacier Park utilizes a fleet of authentic 1930s red touring buses that have rollback
canvas tops to conduct interpretive park tours throughout Glacier and Waterton Lakes National Parks, including tours of the
scenic Going-to-the-Sun Road.

Concession Business. Glacier Park operates the concession portion of its business under a concession contract with the U.S.
National Park Service (the “Park Service”) for Glacier National Park. Glacier Park’s original 25-year concession contract with the
Park Service that was to expire on December 31, 2005 has been extended for eight one-year periods and now expires on
December 31, 2013. Glacier Park generated approximately 49 percent of its 2012 revenues through its concession contract for
services provided within Glacier National Park.

On December 14, 2012, the Park Service issued a prospectus soliciting proposals from prospective bidders, including Glacier
Park, for the award of a 16-year concession contract beginning on January 1, 2014. Glacier Park is currently preparing its bid for the
contract, which is due on or before April 16, 2013. Although Viad believes that Glacier Park is well-positioned to win the new
contract, if the Park Service selects a new concessionaire, Glacier Park would be entitled to $25 million for its “possessory interest,”
which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the
concession property at Glacier National Park during the term of the concession contract, plus an estimated $5 million for the personal
property Glacier Park uses at the facilities covered by the concession contract.

If a new concessionaire is selected by the Park Service, Glacier Park would continue to generate revenue from the four
properties it owns outside of Glacier National Park: Glacier Park Lodge in East Glacier, Montana; Grouse Mountain Lodge in
Whitefish, Montana; St. Mary Lodge & Resort in St. Mary, Montana and the Prince of Wales Hotel in Waterton Lakes National
Park, Alberta, which Glacier Park owns and operates under a 42-year ground lease with the Canadian government running
through January 31, 2052. As shown by the charts below, these four properties contain approximately one-half of the rooms that
Glacier Park operates:

Owned Properties:

Glacier Park Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grouse Mountain Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
St. Mary Lodge & Resort . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prince of Wales Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Concession Contract Properties:

Many Glacier Hotel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lake McDonald Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swift Current Motor Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rising Sun Motor Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Village Inn Motel

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Glacier Park generated 24 percent of the Travel & Recreation Group’s 2012 segment operating income.

Number of
Rooms

161
143
115
86

505

214
100
88
72
36

510

Alaska Denali Travel

In September 2011, Alaska Denali Travel acquired Denali Backcountry Lodge, with 42 guest rooms on six acres inside Denali
National Park and Preserve, and Denali Cabins, with 46 guest cabins on six acres near the entrance to Denali National Park and

4

Preserve. The lodge operates day trips to its day trip lodge accessed by the scenic park road, a package tours sales and marketing
program and daily motorcoach service between Anchorage and Denali National Park and Preserve. Alaska Denali Travel’s
operations leverage Viad’s full-service hospitality operational expertise and expand Viad’s national park footprint into Alaska.
Full-service operations of Alaska Denali Travel began in 2012 and its operating season runs from May until the end of
September.

Competition. The Travel & Recreation Group generally competes on the basis of location, uniqueness of facilities, service,
quality and price. Competition exists both locally and regionally in the package tour business, hotel and restaurant business and
charter service business.

Recent Business Developments

Over the past several years, Viad has made acquisitions and strategic investments to grow its business. On March 7, 2012, the
Travel & Recreation Group acquired the Banff International Hotel, located in Banff National Park in downtown Banff, Alberta,
Canada, for $23.6 million in cash. The acquisition of the Banff International Hotel is the most recent acquisition by the Travel &
Recreation Group, which also purchased two properties near Glacier National Park (the St. Mary Lodge & Resort and Grouse
Mountain Lodge), one property inside Denali National Park and Preserve (Denali Backcountry Lodge) and one property near the
entrance to Denali National Park and Preserve (Denali Cabins) in 2011.

On December 14, 2012, Viad announced that the Board of Directors authorized management to explore and evaluate
opportunities to enhance shareholder value, including a potential separation of its Travel & Recreation and Marketing & Events
business groups. Viad engaged J.P. Morgan Securities LLC as its financial advisor to assist in this evaluation process. See “Item
1A—Risk Factors—There can be no assurances that management’s current strategic evaluation of opportunities to enhance
shareholder value will result in a transaction” for a discussion of the risks related to management’s evaluation of these strategic
alternatives, which is incorporated herein by reference.

Most recently, on February 19, 2013, Viad acquired the assets of Resource Creative Limited (“RCL”) for $647,000
(£420,000) in cash, subject to certain adjustments, plus a deferred payment of up to approximately $280,000 (£180,000). The
deferred payment is subject to RCL’s achievement of certain net revenue targets between the acquisition date and December 31,
2014. RCL is a United Kingdom-based company specializing in providing creative graphic services to the exhibition, events and
retail markets throughout the United Kingdom and continental Europe. RCL’s operations will be merged with Melville GES’
existing London-based operation and will relocate to a new unit on site at ExCeL London, where Melville GES was recently
appointed to supply graphics to ExCeL London’s in-house advertising sales agency, InVision.

Intellectual Property

Viad and its subsidiaries own or have the right to use registered trademarks and trademarks pending registration, used in their
businesses, including Global Experience Specialists & design®, GES®, GES Servicenter®, GES National Servicenter®, GES
MarketWorks®, HANG:RZ®, Trade Show Rigging TSR®, TSE Trade Show Electrical & design®, ethnoMetrics®, eXPRESSO &
design®, FIT®, DEXZ®, WAM! The Wireless Ambassador®, LUMA2 & design®, eco-sense and design®, and the trademarks in the
2012 Alaska Denali Travel rebranding program, including Alaska Denali Travel, Alaska Denali Escapes, Denali Backcountry
Adventure and Denali Backcountry Lodge. Viad and its subsidiaries also own or have the right to use many registered trademarks
and trademarks pending registration outside of the United States, including the Melville lion image, GES, Maxim®, Showtech,
SDDRetail, Brewster Travel Canada & design®, Brewster Attractions Explore & design®, Brewster Hospitality Refresh &
design® and escape.connect.refresh.explore. United States trademark registrations are for a term of 10 years and are renewable
every 10 years as long as the trademarks are used in the regular course of business.

The Company owns a number of patents for exhibit technology and exhibit processes that are cumulatively important to its
business and that it believes provide competitive advantages in the marketplace for designing and building exhibits. These
include patents relating to modular furniture used in exhibits and displays and a modular structure having a load-bearing surface.
The Company also owns a number of design patents for its retail merchandising units. United States utility patents are currently
granted for a term of 20 years from the date a patent application is filed and United States design patents are currently granted for
a term of 14 years from the date granted. The Marketing & Events Group has extensive design libraries with copyright
protections and owns copyright registrations for a number of the designs within its design libraries. Copyright protection for such
work is 95 years from the date of publication or 120 years from creation, whichever is shorter.

5

Although Viad believes that certain of its patents, trademarks and copyrights have substantial value, it does not believe that
the loss of any one of these patents, trademarks or copyrights would have a material adverse effect on its financial condition or
results of operations.

Government Regulation

Compliance with legal requirements and government regulations represents a normal cost of doing business. The principal
regulations affecting the day-to-day businesses are rules and regulations relating to transportation (such as regulations
promulgated by the U.S. Department of Transportation and its state counterparts), employees (such as regulations implemented
by the Occupational Safety and Health Administration, equal employment opportunity laws, guidelines implemented pursuant to
the Americans with Disabilities Act and general federal and state employment laws), unionized labor (such as guidelines imposed
by the National Labor Relations Act) and U.S. and Canadian regulations relating to national parks (such as regulations established
by the U.S. Department of the Interior and the Park Service).

Employees

Viad’s businesses had approximately 3,930 employees as of December 31, 2012 as follows:

Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Approximate
Number of
Employees

Regular Full-Time
Employees Covered by
Collective Bargaining
Agreements

3,320

450

1,260

90

Viad believes that relations with its employees are satisfactory and that collective-bargaining agreements expiring in 2013

will be renegotiated in the ordinary course of business without a material adverse effect on Viad’s operations.

Viad’s Corporate Services Group had 161 employees as of December 31, 2012 providing management, financial and
accounting, internal auditing, tax, administrative, information technology, human resources, corporate development, legal and
other services to its operating units and handling residual matters pertaining to businesses previously discontinued or sold by the
Company. Viad is governed by a Board of Directors comprised of eight non-employee directors and one employee director, and
has an executive management team consisting of nine executive officers (including the CEO, who is also an employee and
director of Viad, and the presidents of Viad’s two business groups).

Seasonality

Exhibition and event activity varies significantly depending on the frequency and timing of shows (some shows are not held
each year and some may shift between quarters). The Marketing & Events U.S. segment generally reports its highest revenue
during the first quarter of each year, while the Marketing & Events International segment generally reports its highest revenue
during the second quarter of each year. The Travel & Recreation Group segment experiences peak activity during the summer
months and during 2012, 87 percent of its revenue was earned in the second and third quarters. Viad’s average segment operating
income during the past three years, as a percentage of the average full year’s segment operating income during the past three
years, was approximately 28 percent (first quarter), 34 percent (second quarter), 61 percent (third quarter) and minus 23 percent
(fourth quarter). See “Risk Factors – Viad’s businesses are seasonal, which causes results of operations to fluctuate and makes
results of operations particularly sensitive to adverse events during peak periods” and “Risk Factors – Exhibition rotation impacts
overall profitability and makes comparisons between periods difficult” in Item 1A, which are incorporated herein by reference;
see also Notes 19 and 22 of Notes to Consolidated Financial Statements.

Financial Information about Restructuring Charges

Information regarding restructuring charges is provided in Note 16 of Notes to Consolidated Financial Statements.

Financial Information about Segments

Business segment financial information is provided in Note 19 of Notes to Consolidated Financial Statements.

6

Financial Information about Geographic Areas

Geographic area financial information is provided in Note 19 of Notes to Consolidated Financial Statements.

Available Information

Viad’s internet address is www.viad.com. Viad uses its web site as a routine channel for distribution of Company information,
including press releases, financial information and corporate governance initiatives. Viad posts filings as soon as reasonably
practicable after they are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (“SEC”),
including Viad’s annual, quarterly and current reports, proxy statements, amendments to those reports or statements and other
information, as well as transactions in Viad securities by Viad’s directors and executive officers. All such postings and filings are
available on Viad’s web site free of charge. In addition, Viad’s web site allows interested persons to sign up to automatically
receive e-mail alerts when the Company posts news releases and financial information. The SEC’s web site, www.sec.gov,
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Such information also can be read and copied at the SEC’s public reference section, located in Room 1580, 100 F Street N.E.,
Washington, D.C. 20549 and on the SEC’s internet site at www.sec.gov. Information regarding the operation of the public
reference section can be obtained by calling (800) SEC-0330. The content on any web site referred to in this Form 10-K is not
incorporated by reference in this Form 10-K unless expressly noted.

Viad’s web site, at http://viad.investorroom.com/, includes key information about the Company’s corporate governance
initiatives, including its Corporate Governance Guidelines, charters of the committees of the Board of Directors, Code of Ethics
and information concerning Viad’s directors and a method to communicate with them. Viad will make available in print any of
this information upon request to: Corporate Secretary, Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona
85004-4565.

Item 1A. Risk Factors.

Viad’s operating results are subject to known and unknown risks. As a result, past financial performance and historical trends

may not be reliable indicators of future performance.

There can be no assurances that management’s current strategic evaluation of opportunities to enhance shareholder value
will result in a transaction.

Viad’s Board of Directors authorized management to explore and evaluate opportunities to enhance shareholder value,
including a potential separation of its Travel & Recreation and Marketing & Events business groups. The Company engaged J.P.
Morgan Securities LLC as its financial advisor to assist in this evaluation process. No decision has been made to separate the two
business groups, and Viad cannot assure that it will identify and undertake a transaction that allows its shareholders to realize an
increase in the value of Viad’s stock or provide any guidance on the timing of any such action. Viad also cannot assure that any
potential transaction or other strategic alternative, if identified, evaluated and consummated, will provide greater value to its
shareholders than that reflected in the current stock price. Any potential transaction would be dependent upon a number of factors
that may be beyond Viad’s control, including, among other factors, the U.S. and global economic and market conditions, industry
trends, the interest of third parties in Viad’s businesses and the availability of financing to potential buyers on reasonable terms.

Viad’s businesses and operating results are adversely affected by deterioration in general economic conditions.

Viad’s businesses are sensitive to fluctuations in general economic conditions and are impacted by increases and decreases in
the cost of materials and operating supplies. Operating results for the Marketing & Events U.S. and International segments
depend largely on the number of exhibitions held and on the size of exhibitors’ marketing expenditures, which in turn depend
partly on the strength of particular industries in which exhibitors operate. The number and size of exhibitions generally decrease
when the economy weakens.

Further, many exhibitors’ marketing budgets are partly discretionary, and are frequently among the first expenditures reduced
by exhibitors when economic conditions deteriorate, resulting in reduced spending by exhibitors for the Company’s services.
Marketing expenditures often are not increased until economic conditions improve. As a result, during periods of general
economic weakness, the operating results for the Marketing & Events Group are adversely affected. Similarly, many of the retail
shopping mall and lifestyle center clients of the Marketing & Events Group may reduce marketing expenditures when economic
conditions deteriorate.

7

Revenues from the Travel & Recreation Group businesses depend largely on the amount of disposable income that consumers

have available for travel and vacations. This amount decreases during periods of weak general economic conditions.

Viad’s results of operations are impacted by changes in foreign currency exchange rates.

Viad conducts foreign operations primarily in Canada, the United Kingdom and, to a lesser extent, in certain other countries.
The functional currency of Viad’s foreign subsidiaries is their local currency. Accordingly, for purposes of consolidation, Viad
translates the assets and liabilities of its foreign subsidiaries into U.S. dollars at the foreign exchange rates in effect at the balance
sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets and liabilities are
included as a component of accumulated other comprehensive income in Viad’s consolidated balance sheets. Significant
fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to Viad’s net equity position
reported in its consolidated balance sheets. Viad has not hedged its equity risk arising from the translation of foreign denominated
assets and liabilities.

In addition, for purposes of consolidation, the revenue, expenses and gains and losses related to Viad’s foreign operations are
translated into U.S. dollars at the average foreign exchange rates for the period. As a result, Viad’s consolidated results of
operations are exposed to fluctuations in foreign exchange rates, even when the functional currency amounts have not changed.
Accordingly, fluctuations in the exchange rates affect overall profitability and historical period-to-period comparisons. Viad has
not hedged its net earnings exposure arising from the translation of its foreign operating results.

During 2012, $223.5 million of revenue and $11.7 million of segment operating income was derived through Canadian and
United Kingdom operations of the International segment. In addition, $80.6 million of 2012 revenue and $18.3 million of 2012
segment operating income generated in the Travel & Recreation Group was derived through its Canadian operations. For this
segment, Canadian operations are largely dependent on foreign customer visitation, and accordingly, increases in the value of the
Canadian dollar as compared to other currencies could adversely affect customer volumes, and, therefore, revenue and segment
operating income in the Travel & Recreation Group.

Exhibition rotation impacts overall profitability and makes comparisons between periods difficult.

The business activities of the Marketing & Events Group are largely dependent upon the frequency, timing and location of
exhibitions and events. Some large exhibitions are not held annually (they may be held once every two or three years or longer).
Some large exhibitions may be held at a different time of year than when they have historically been held. In addition, the same
exhibition may be held in different locations in different years, and may result in Viad generating lower margins in a given period
if the exhibition shifts to a higher-cost city.

As a consequence of these factors, the operating results for these businesses may fluctuate significantly from quarter to

quarter or from year to year, making periodic comparisons difficult.

Viad’s businesses are adversely affected by disruptions in the travel industry, particularly those adversely affecting the hotel
and airline industries.

The success of Viad’s businesses depends largely on the ability and willingness of people, whether exhibitors, exhibition
attendees or others, to travel. Factors adversely affecting the travel industry as a whole, and particularly the airline and hotel
industries, generally also adversely affect Viad’s businesses and results of operations. Factors that could adversely affect the
travel industry as a whole include high or rising fuel prices, increased security and passport requirements, weather conditions,
airline accidents and international political instability and hostilities. Unexpected events of this nature, or other events that may
have an impact on the availability and pricing of air travel and accommodations, could adversely affect Viad’s businesses and
results of operations.

The failure of a large client to renew its services contract or the loss of business from convention facilities could adversely
impact revenue.

Although no single client accounts for more than 5.2 percent of the revenue of any of Viad’s reporting segments, the
Marketing & Events U.S. and International segments have a relatively small number of large exhibition show organizers and
large customer accounts. The loss of any of these large clients would adversely affect Viad’s results of operations.

8

In addition, revenue of the Marketing & Events Group may be significantly impacted if certain exhibition facilities choose to
in-source electrical, plumbing or other services. When the Marketing & Events Group is hired as the official services contractor
for an exhibition, the show organizer contractually grants an exclusive right to perform these electrical and plumbing services,
subject in each case to the exhibition facility’s option to in-source the services (either by performing the services themselves or
by hiring a separate service provider). Many exhibition facilities are under financial pressure as a result of conditions generally
affecting their industry, including an increased supply of exhibition space. As a result, some of these facilities have sought to in-
source all or a large portion of these services. If a large number of facilities with which the Marketing & Events Group has these
relationships moves these services in-house, Viad’s revenue and operating results could be adversely affected.

Viad’s key businesses are relationship driven.

The business activities of the Marketing & Events U.S. and International segments are heavily focused on client relationships,
and, specifically, on the close collaboration and interaction with the client. These relationships require the account team to
become attuned to the client’s desires and expectations in order to provide top-quality service. Viad has in the past lost, and may
in the future lose, important clients (and corresponding revenue) if a key member of the account team were to cease employment
with the Company and take those customers to a competitor.

Completed acquisitions may not perform as anticipated or be integrated as planned.

Viad has acquired businesses and intends to continue to pursue opportunities to acquire businesses that complement, enhance
or expand Viad’s current businesses or offer growth opportunities to Viad. Any acquisition can involve a number of risks,
including: the failure to achieve the financial and strategic goals and other benefits from the acquisition; the inability to
successfully integrate the acquired business into Viad’s ongoing businesses; the inability to retain key personnel or customers of
the acquired business; the inability to successfully integrate financial reporting and internal control systems; the disruption of
Viad’s ongoing businesses and distraction of senior management and employees of Viad from other opportunities and challenges
due to the integration of the acquired business; and the potential existence of liabilities or contingencies not disclosed to or known
by Viad prior to closing the acquisition or not otherwise provided for through the purchase agreement.

Viad’s businesses are seasonal, which causes results of operations to fluctuate and makes results of operations particularly
sensitive to adverse events during peak periods.

The Marketing & Events U.S. segment generally reports its highest revenue during the first quarter of each year, while the
Marketing & Events International segment generally reports its highest revenue during the second quarter of each year. The
Travel & Recreation Group businesses are also seasonal, experiencing peak activity during the second and third quarters. These
quarters accounted for 87 percent of the segment’s 2012 revenue. Because of the seasonal nature of Viad’s businesses, adverse
events or conditions occurring during peak periods could adversely affect the operating results of Viad’s businesses.

New capital projects may not be commercially successful.

From time to time, in an effort to seize opportunities that complement, enhance and expand its businesses, Viad pursues new
capital projects. Capital projects are subject to a number of risks, including unanticipated delays and cost overruns, failure to
achieve established financial and strategic goals and the inability to successfully integrate into Viad’s ongoing businesses, as well
as additional risks specific to a project. The occurrence of any of the events described above could prevent a new capital project
from performing in accordance with Viad’s commercial expectations and could have a material adverse effect on its businesses
and results of operations.

Transportation disruptions and increases in transportation costs could adversely affect Viad’s businesses and operating
results.

The Marketing & Events U.S. and International segments rely on independent transportation carriers to send materials and
exhibits to and from exhibitions, warehouse facilities and customer facilities. If they were unable to secure the services of these
independent transportation carriers at favorable rates, it could have a material adverse effect on these businesses and their results
of operations. In addition, disruption of transportation services because of weather-related problems, strikes, lockouts or other
events could adversely affect their ability to supply services to customers and could cause the cancellation of exhibitions, which
may have a material adverse effect on these businesses and operating results. Similarly, disruption of transportation services
could adversely affect the ability of the Marketing & Events Group to supply time-sensitive holiday-themed exhibits and
experiences to retail shopping mall and lifestyle center customers and could cause the cancellation of the exhibits and
experiences.

9

Union-represented labor creates an increased risk of work stoppages and higher labor costs.

A significant portion of Viad’s employees are unionized and Viad’s businesses are party to approximately 100 collective-
bargaining agreements, with approximately one-third requiring renegotiation each year. If the results of labor negotiations caused
the Company to increase wages or benefits, which increases total labor costs, the increased costs could either be absorbed (which
would adversely affect operating margins) or passed on to customers, which may lead customers to turn to other vendors in
response to higher prices. In either event, Viad’s businesses and results of operations could be adversely affected.

Moreover, if the Company were unable to reach an agreement with a union during the collective-bargaining process, the
union may strike or carry out other types of work stoppages. In such a circumstance, Viad might be unable to find substitute
workers with the necessary skills to perform many of the services, or may incur additional costs to do so, which could adversely
affect the Company’s businesses and results of operations.

Obligations to fund multi-employer pension plans to which Viad contributes may have an adverse impact on operating
results.

Viad’s businesses contribute to various multi-employer pension plans based on obligations arising under collective-bargaining
agreements covering its union-represented employees. Viad’s contributions to these multi-employer plans in 2012 and 2011
totaled $20.7 million and $19.6 million, respectively. Viad does not directly manage these multi-employer plans, which are
generally managed by boards of trustees. Based upon the information available to Viad from plan administrators, management
believes that several of these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires pension plans
underfunded at certain levels to reduce, over defined time periods, the underfunded status. In addition, under current laws, the
termination of a plan, or a voluntary withdrawal from a plan by Viad, or a shrinking contribution base to a plan as a result of the
insolvency or withdrawal of other contributing employers to such plan would require Viad to make payments to such plan for its
proportionate share of the plan’s unfunded vested liabilities. Viad cannot determine at this time the amount of additional funding,
if any, it may be required to make to these plans. However, plan contribution increases, if any, could have an adverse impact on
Viad’s consolidated financial condition, results of operations and cash flows.

Viad competes in competitive industries and increased competition could negatively impact operating results.

Viad is engaged in a number of highly competitive industries. Competition in the exhibition and events industry and the
exhibits and experiential environments industries is driven by price and service quality, among other factors. To the extent
competitors seek to gain or retain their market presence through aggressive underpricing strategies, Viad may be required to
lower its prices and rates to avoid loss of related business, thereby adversely affecting operating results. In addition, if Viad is
unable to anticipate and respond as effectively as competitors to changing business conditions, including new technologies and
business models, Viad could lose market share to its competitors. If Viad were unable to meet the challenges presented by the
competitive environment, results of operations could be adversely affected.

Liabilities relating to prior and discontinued operations may adversely affect results of operations.

Viad and its predecessors have a corporate history spanning over seven decades and involving approximately 2,400 previous
subsidiaries in diverse businesses, such as the manufacturing of
fertilizers,
pharmaceuticals, leather, textiles, food and fresh meats. Some of these businesses used raw materials that have been, and may
continue to be, the subject of litigation. Moreover, some of the raw materials used and the waste produced by these businesses
have been and are the subject of U.S. federal and state environmental regulations,
including laws enacted under the
Comprehensive Environmental Response, Compensation and Liability Act, or its state law counterparts. In addition, Viad may
incur other liabilities, resulting from indemnification claims involving sold subsidiaries, as well as from past operations of
predecessors or their subsidiaries. Although the Company believes it has adequate reserves and sufficient insurance coverage to
cover these future liabilities, results of operations could be materially affected if future events or proceedings contradict current
assumptions, and reserves or insurance become inadequate.

industrial chemicals,

locomotives, buses,

Terrorist attacks, natural disasters or other catastrophic events may have a negative effect on Viad’s business.

The occurrence of catastrophic events ranging from natural disasters (such as hurricanes), health epidemics or pandemics, acts
of war or terrorism, or the prospect of these events could disrupt Viad’s businesses. Such catastrophic events could impact the

10

Company’s production facilities preventing Viad from timely completing exhibit fabrication and other projects for customers, and
also could cause a disruption in the services the Company provides to its customers at convention centers, exhibition halls, hotels
and other public venues. Such catastrophic events also could cause a cancellation of exhibitions and other events held in public
venues. If the conditions arising from such events persist or worsen, Viad could experience continuing or increased adverse
effects on its results of operations and financial condition.

Item 1B. Unresolved Staff Comments.

None.

Item 2.

Properties.

Viad’s businesses operate service or production facilities and maintain sales and service offices in the United States, Canada,
the United Kingdom, Germany, the United Arab Emirates and the Netherlands. The principal properties of Viad’s businesses as
of December 31, 2012 were:

Viad’s headquarters, which are leased and approximate 24,700 square feet, are located at 1850 North Central Avenue, Suite

1900 in Phoenix, Arizona 85004-4565.

The Marketing & Events U.S. segment operates 15 offices and 26 multi-use facilities (manufacturing, sales and design, office
and/or warehouse and truck marshaling yards). The multi-use facilities vary in size up to approximately 592,100 square feet.
Three of the multi-use facilities are owned; all other properties are leased.

The Marketing & Events International segment operates four offices and twenty multi-use facilities, with two offices and nine
multi-use facilities in Canada, seven multi-use facilities in the United Kingdom, two multi-use facilities in Germany, one office
and two multi-use facilities in the United Arab Emirates and one office in the Netherlands. The multi-use facilities vary in size up
to approximately 134,000 square feet. One of the multi-use facilities is owned; all other properties are leased.

The Travel & Recreation Group segment operates four offices, 17 retail stores, one bus terminal, four garages, an icefield tour
facility, a gondola lift operation, a boat tour facility, 13 hotels/lodges (including ancillary foodservice and recreational facilities)
and 46 guest cabins. All of the facilities are in the United States or Canada. The bus terminal, three garages and the boat tour
facility are owned and one garage is leased. The icefield tour facility and gondola lift operation are operated through lease
agreements with Parks Canada and all other properties are leased.

11

The Travel & Recreation Group owns eight of the 13 hotels/lodges it operates and all of the guest cabins, while the remaining
five hotels/lodges are operated pursuant to the Glacier Park concession contract. As shown by the charts below, the eight hotels
and lodges and the guest cabins account for 922 of the 1,432 rooms managed by the Travel & Recreation Group:

Owned Properties:

Banff International Hotel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Glacier Park Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grouse Mountain Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mount Royal Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
St. Mary Lodge & Resort . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prince of Wales Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denali Cabins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denali Backcountry Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Glacier View Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Concession Contract Properties:

Many Glacier Hotel
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lake McDonald Lodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Swift Current Motor Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rising Sun Motor Inn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Village Inn Motel

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of
Rooms

162
161
143
135
115
86
46
42
32

922

214
100
88
72
36

510

Management believes that the Company’s facilities in the aggregate are adequate and suitable for their purposes and that

capacity is sufficient for current needs.

Item 3.

Legal Proceedings.

Viad and certain subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of which
involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is possible
that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as of
December 31, 2012 with respect to certain of these matters is not ascertainable, Viad believes that any resulting liability, after
taking into consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s
business, financial condition or results of operations.

Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the
protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with
these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to
regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad
also faces exposure for actual or potential claims and lawsuits involving environmental matters relating to its past operations.
Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration
amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial condition or
results of operations.

Item 4. Mine Safety Disclosures.

None.

12

Other.

Executive Officers of Registrant.

The names, ages and positions of Viad’s executive officers as of the filing of this Annual Report are listed below:

Name

Age Business Experience During the Past Five Years and Other Information

Paul B. Dykstra . . . . . . . . . . . . . . . . . .

Deborah J. DePaoli . . . . . . . . . . . . . . . .

Michael M. Hannan . . . . . . . . . . . . . . .

George N. Hines . . . . . . . . . . . . . . . . . .

51 Chairman, President and Chief Executive Officer of Viad since April of 2008;
prior thereto, President and Chief Executive Officer since April 2006; prior
thereto, Chief Operating Officer since January 2006; prior thereto, President
and Chief Executive Officer of GES since January 2000; prior thereto,
Executive Vice President-International and Corporate Development of GES
since 1999; and prior thereto, Executive Vice President-General Manager or
similar executive positions since 1994 with Travelers Express Company, Inc., a
former subsidiary of Viad.

48 General Counsel and Secretary since May 2011; prior thereto, Deputy General
Counsel and Assistant Secretary since 2009; prior thereto, Assistant General
Counsel and Assistant Secretary since 2004; prior thereto, held other attorney
positions since joining Viad in 2000; prior thereto, Vice President and General
Counsel, Outings on the Links, Inc. since 1996; and prior thereto, Senior
Associate and various legal positions with Gallagher & Kennedy, P.A. since
1991.

47 Group President of the Travel & Recreation Group since July 2009 and President
of Brewster since December 2008; prior thereto, Executive Vice President of
Gibralt Capital Corporation, a real estate investment firm focusing on Canada
and the United States, from July 2008 to November 2008; prior thereto,
independent consultant providing business strategy, corporate development and
financial advice to companies in British Columbia, Canada since January 2007;
prior thereto, Executive Vice President of Intrawest ULC, a leader in the
development and management of experiential destination resorts, since May
2002; prior thereto, Chief Executive Officer of Versatel Internet Group N.V.,
an internet service provider, from February 2000 to December 2001; and prior
thereto, Chief Financial Officer – Canada and Latin America of UUNET
Canada Inc., an internet service provider, since May 1996.

40 Chief Information Officer since December 2009; prior thereto, Senior Vice
President and Transitioning Chief Information Officer of Stream Global Services,
Inc., a business process outsource provider, since October 2009; prior thereto,
Senior Vice President and Chief Information Officer of eTelecare Global
Solutions, Inc. (merged into Stream Global Services, Inc.) since August 2007;
prior thereto, Chief Information Officer of PeopleSupport, Inc., a business
process outsource provider, since December 2005; prior thereto, Executive Vice
President, Operations and Chief Technology Officer of ChaseCom Limited
Partnership, a provider of customer contact center services, since August 2004;
prior thereto, Senior Manager–Telecommunications Industry Practice of Deloitte
Consulting LLP since April
–
Telecommunications Industry Practice of Ernst & Young LLP from July 1996 to
March 2000.

thereto, Manager

2000;

prior

and

Ellen M. Ingersoll . . . . . . . . . . . . . . . . .

48 Chief Financial Officer since July 2002; prior thereto, Vice President-Controller
or similar position since January 2002; prior thereto, Controller of CashX, Inc.,
a service provider of stored value internet cards, from June 2001 through
October 2001; prior thereto, Operations Finance Director of LeapSource, Inc., a
provider of business process outsourcing, since January 2000; and prior thereto,
Vice President and Controller of Franchise Finance Corporation of America
since May 1992.

13

Name

Age Business Experience During the Past Five Years and Other Information

Thomas M. Kuczynski . . . . . . . . . . . . .

G. Michael Latta . . . . . . . . . . . . . . . . . .

Steven W. Moster . . . . . . . . . . . . . . . . .

David C. Robertson . . . . . . . . . . . . . . .

48 Chief Corporate Development & Strategy Officer since March 2008; prior
thereto, Senior Vice President, Corporate Development & Planning of The
Nielsen Company, a media and marketing information company, since August
2006; prior thereto, Managing Director of The Pareto Group, a provider of
strategic and investment advisory services, since January 2004; and prior
thereto, Vice President of Penton Media, Inc., a business media firm producing
magazines, trade shows, conferences and electronic media, from January 1999
to October 2003.

50 Chief Accounting Officer—Controller since November 2002; prior thereto,
Corporate Controller or
Inc., a
semiconductor equipment manufacturer, since October 1999; and prior thereto,
Controller for Cardiac Pathways Corporation, a medical device manufacturer,
since September 1994.

similar position for SpeedFam-IPEC,

thereto,

43 Group President of the Marketing & Events Group since May 2011 and President
independent consultant
of GES since November 1, 2010; prior
providing marketing and sales consultation services
to 3 Day Blinds
Corporation, a manufacturer and retailer of custom window coverings, from
April 2010 to August 2010; prior thereto, Executive Vice President—Chief
Sales & Marketing Officer of GES from January 2008 to February 2010; prior
thereto, Executive Vice President—Products and Services of GES from
January 2005 to February 2010; prior thereto Vice President—Products &
Services Business of GES from January 2004 to January 2005; and prior
thereto, Engagement Manager, Management Strategy Consulting for McKinsey
& Company from August 2000 to January 2004.

47 Chief Human Resources Officer since August 2010; prior thereto, Senior Vice
President of Human Resources, North America & Asia Pacific, of Insight
Enterprises, Inc., a global provider of technology solutions, from October 2006
to August 2010; prior thereto, Senior Director of Human Resources, Aerospace
Global Repair Services, of Honeywell International Inc., a global diversified
technology and manufacturing provider, from July 2005 to October 2006; prior
thereto, Director of Human Resources of Honeywell International Inc. from
September 2003 to June 2005; and prior thereto, Director of Human Resources
of America Online, Inc., a global web services company, from February 1999
to August 2003.

The term of office of the executive officers is until the next annual organization meeting of the Board of Directors of Viad

which is scheduled for May 21, 2013.

14

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The principal market on which Viad’s common stock is traded is the New York Stock Exchange. The common stock is also
admitted for trading on the Chicago and National Exchanges. The following tables summarize the high and low market prices as
reported on the NYSE Euronext Composite Tape and the cash dividends declared for the two years ended December 31:

SALES PRICE RANGE OF COMMON STOCK

2012

2011

High

Low

High

Low

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$23.47
$20.07
$23.25
$27.48

$17.47
$16.69
$16.46
$18.95

$26.78
$26.00
$23.02
$22.21

$19.82
$19.35
$15.77
$15.87

DIVIDENDS DECLARED ON COMMON STOCK

February . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
May . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August
November
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

$0.04
0.04
0.10
0.10
—

$0.28

$0.04
0.04
0.04
—
0.04

$0.16

Regular quarterly dividends were paid on Viad’s common stock on the first business day of January, April, July and October.
The terms of Viad’s $130 million secured revolving credit facility, amended and restated as of May 18, 2011, (the “Credit
Facility”) restrict Viad from paying more than $10 million in dividends in the aggregate in any calendar year. Effective
December 12, 2012, the Credit Facility was amended to change the limitation on restricted payments. Unless the Company’s
leverage ratio is greater than 1.50 to 1.00 or a default or an unmatured default exists, additional dividends over the $10 million
limitation, repurchase of shares and distributions on capital stock are allowed. Viad expects that comparable cash dividends will
continue to be paid in the future as approved by the Board of Directors.

As of January 31, 2013, there were 7,367 shareholders of record of Viad’s common stock following the one-for-four reverse
stock split effective on July 1, 2004. There were also 799 shareholders of record as of January 31, 2013 that had not converted
pre-split shares into the post-split common stock. Accordingly, there were a total of 8,166 shareholders of record as of
January 31, 2013.

For information regarding security ownership of certain beneficial owners and management and related shareholder matters,
refer to Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
in this Annual Report.

15

SHAREHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing, for the five-year period ended December 31, 2012, the yearly percentage change in
the cumulative total shareholder return on Viad’s common stock to the cumulative total return of the Standard & Poor’s SmallCap
600 Media Index, Standard & Poor’s SmallCap 600 Commercial Services & Supplies Index, Standard & Poor’s SmallCap 600
Index, Russell 2000 Index and Standard & Poor’s 500 Index.

The graph below assumes $100 was invested on December 31, 2007 in Viad’s common stock, Standard & Poor’s SmallCap
600 Media Index, Standard & Poor’s SmallCap 600 Commercial Services & Supplies Index, Standard & Poor’s SmallCap 600
Index, Russell 2000 Index and Standard & Poor’s 500 Index with reinvestment of all dividends.

Comparison of Five-Year Cumulative Total Return

$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20

2007

2008

2009

2010

2011

2012

Viad Corp

S&P 500

Russell 2000

S&P SmallCap 600

S&P 600 Comm. Services & Supplies

S&P 600 Media Index

2007

2008

2009

2010

2011

2012

Year Ended December 31,

Viad Corp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Russell 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P SmallCap 600 . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 600 Comm. Services & Supplies . . . . . . . . . .
S&P 600 Media Index . . . . . . . . . . . . . . . . . . . . . . .

$100.00
$100.00
$100.00
$100.00
$100.00
$100.00

$78.75
$62.98
$66.20
$68.92
$78.84
$28.99

$66.28
$79.59
$84.16
$86.52
$99.48
$49.46

$ 82.47
$ 91.48
$106.73
$109.25
$116.12
$ 72.80

$ 57.03
$ 93.27
$102.20
$110.30
$101.42
$ 56.23

$ 89.77
$107.96
$118.85
$128.22
$136.78
$ 63.93

Set forth below is a table showing the total number of shares of Viad’s common stock that were repurchased during the fourth
quarter of 2012 by Viad either on the open market as part of a repurchase program or from employees, former employees and
non-employee directors surrendering previously owned Viad common stock (outstanding shares) to pay the taxes in connection
with the vesting of restricted stock awards.

16

ISSUER PURCHASES OF EQUITY SECURITIES

Total Number of
Shares Purchased
(#)

Average Price Paid
Per Share ($)

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs (1)

Period

November 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,700
24,349

27,049

22.41
22.91

22.86

—
23,183

23,183

53,621
1,030,438

1,030,438

(1)

In December 2012, Viad announced its intent to repurchase up to an additional one million shares of the Company’s
common stock from time to time at prevailing market prices. At the time of the announcement, there were 30,438 shares
available for repurchase pursuant to previously announced authorizations. During 2012, Viad repurchased 23,183 shares for
$526,000. As of December 31, 2012, 1,030,438 shares remain available for repurchase. The authorization of the Board of
Directors does not have an expiration date. Effective December 12, 2012, the Company’s $130 million Amended and
Restated Credit Agreement dated as of May 18, 2011 was amended to remove the limitation on share repurchases of $10
million in the aggregate per calendar year. This amendment allows share repurchases unless the Company’s leverage ratio,
as defined in the Credit Facility, is greater than 1.50 to 1.00 or a default or an unmatured default, as defined in the Credit
Facility, exists.

17

Item 6.

Selected Financial Data.

VIAD CORP
SELECTED FINANCIAL AND OTHER DATA

Year Ended December 31,

2012

2011

2010

2009

2008

(in thousands, except per share data)

Statement of Operations Data

Revenues:
Exhibition and event services . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and environments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel and recreation services(2)(3) . . . . . . . . . . . . . . . . . . . . . . . .

$ 726,429
175,611
123,191

$670,054
170,496
101,814

$590,444
166,040
88,277

$ 582,969
147,533
75,302

$ 804,546
229,694
86,621

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,025,231

$942,364

$844,761

$ 805,804

$1,120,861

Income (loss) from continuing operations(4) . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Income from discontinued operations(5)

$

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss)
Net income attributable to noncontrolling interest . . . . . . . . . . .

$

5,959
624

6,583
(686)

9,292
451

9,743
(533)

$

817
262

$(104,808) $

679

1,079
(636)

(104,129)
(582)

43,538
385

43,923
(550)

Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . .

$

5,897

$

9,210

$

443

$(104,711) $

43,373

Diluted Income (Loss) per Common Share

Income (loss) from continuing operations attributable to Viad

common stockholders(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.26

$

0.43

$

0.01

$

(5.28) $

2.08

Income from discontinued operations attributable to Viad

common stockholders(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.03

0.02

0.01

0.03

Net income (loss) attributable to Viad common stockholders . .

$

0.29

$

0.45

$

0.02

$

(5.25) $

0.02

2.10

Weighted-average outstanding and potentially dilutive common
shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Basic Income (Loss) per Common Share

Income (loss) from continuing operations attributable to Viad

20,005

20,055

20,277

19,960

20,493

common stockholders(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.26

$

0.43

$

0.01

$

(5.28) $

2.08

Income from discontinued operations attributable to Viad

common stockholders(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.03

0.02

0.01

0.03

Net income (loss) attributable to Viad common stockholders . .

$

0.29

$

0.45

$

0.02

$

(5.25) $

0.02

2.10

Weighted-average outstanding common shares . . . . . . . . . . . . .

19,701

19,719

19,955

19,960

20,172

Dividends declared per common share . . . . . . . . . . . . . . . . . . . .

$

0.28

$

0.16

$

0.16

$

0.16

$

0.16

Balance Sheet Data at Year-End

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt and capital lease obligations . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 650,577
2,226
397,032
8,971

$617,828
3,239
386,179
8,285

$616,503
9,077
386,711
7,752

$ 609,186
12,788
384,631
7,116

$ 729,404
12,643
467,089
6,534

Other Data

Adjusted EBITDA(6)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

58,150

$ 43,284

$ 32,312

$ 12,793

$ 104,702

(1)

(2)

(3)

2008 amounts include $25.4 million in revenue from Becker Group which was acquired by Viad in January 2008.

2011 amounts include $9.7 million in revenue from Grouse Mountain Lodge, St. Mary Lodge & Resort and Denali
Backcountry Lodge and Denali Cabins which were acquired by Viad in January 2011, June 2011 and September 2011,
respectively.

2012 amounts include $5.2 million in revenue from the Banff International Hotel which was acquired by Viad in March
2012.

18

(4)

Income from continuing operations include the following items (see Notes 5, 7,14 and 16 of Notes to Consolidated Financial
Statements):

Restructuring charges, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges per diluted share . . . . . . . . . . . . . . . . . . . . .
Impairment losses, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses per diluted share . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2012

2011

2010

2009

2008

(in thousands, except per share data)
$ 8,677
$2,613
$2,453
$3,287
$
$ 0.16
0.43
$ 0.13
$ 0.12
$98,197
$ — $ — $ 268
4.92
$
$ — $ — $ 0.01

$ 317
$ 0.02
$9,405
$ 0.46

2012 amounts also include a charge to income tax expense of $13.4 million ($0.67 per diluted share) representing a
valuation allowance for certain deferred tax assets associated with foreign tax credit carryforwards.

(5)

(6)

The amounts relate to certain obligations associated with previously sold operations.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of
“Non-GAAP Measure.”

19

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with Viad Corp’s consolidated financial statements and related notes.
This discussion contains forward-looking statements that involve risks and uncertainties. Viad Corp’s actual results could differ
materially from those anticipated due to various factors discussed under “Risk Factors,” “Forward-Looking Statements” and
elsewhere in this Annual Report.

Overview:

Viad Corp (“Viad” or the “Company”) operates in three reportable business segments: Marketing & Events U.S.,

Marketing & Events International and Travel & Recreation Group.

The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), specializes in all
aspects of the design, planning and production of face-to-face events, immersive environments and brand-based experiences for
clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events
Group provides a variety of immersive, entertaining attractions and brand-based experiences, sponsored events, mobile marketing
and other branded entertainment and face-to-face marketing solutions for clients and venues, including shopping malls, movie
studios, museums and leading consumer brands.

The Travel & Recreation Group segment consists of Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and
Alaskan Park Properties, Inc. (“Alaska Denali Travel”). Brewster provides tourism products and experiential services in the
Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s operations include the Banff Gondola, Columbia
Icefield Glacier Adventure, motorcoach services, charter and sightseeing services, tour boat operations, inbound package tour
operations and hotel operations. Glacier Park operates five lodges, three motor inns and one four-season resort hotel and provides
food and beverage operations, retail operations and tour and transportation services in and around Glacier National Park in
Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad. Alaska
Denali Travel operates the Denali Backcountry Lodge, which is the largest of three lodges located within Denali National Park
and Preserve in Alaska, and the Denali Cabins, which are located near the entrance to Denali National Park and Preserve. In
addition to lodging, Alaska Denali Travel also provides food and beverage operations and package tour and transportation
services in and around Denali National Park and Preserve.

On December 14, 2012, Viad announced that the Board of Directors authorized management to explore and evaluate
opportunities to enhance shareholder value, including a potential separation of its Travel & Recreation and Marketing & Events
business groups. Viad engaged J.P. Morgan Securities LLC as its financial advisor to assist in this evaluation process.

Financial Highlights

The following 2012 financial highlights are presented in accordance with accounting principles generally accepted in the

United States of America (“GAAP”):

Viad Corp (Consolidated)

• Total revenues of $1.0 billion, an increase of 8.8 percent from 2011 revenues

• Net income attributable to Viad of $5.9 million, as compared to $9.2 million in 2011

• Diluted income per share of $0.29, as compared to $0.45 in 2011

• Acquisition of the Banff International Hotel for $23.6 million on March 7, 2012

• Restructuring charges totaling $4.9 million primarily related to reorganization activities in the Marketing & Events Group,

comprised of the elimination of certain positions and facility consolidations

•

•

Income tax expense charge of $13.4 million representing a valuation allowance for certain deferred tax assets associated
with foreign tax credit carryforwards

Income from discontinued operations of $624,000 primarily related to the sale of land associated with previously sold
operations

20

• Cash and cash equivalents were $114.2 million as of December 31, 2012

• Debt was $2.2 million as of December 31, 2012

Marketing & Events U.S.

• Revenues of $676.8 million, an increase of 7.2 percent from 2011 revenues

•

Segment operating income of $5.6 million, as compared to a loss of $6.3 million in 2011

Marketing & Events International

• Revenues of $240.1 million, an increase of 9.8 percent from 2011 revenues

•

Segment operating income of $12.3 million, as compared to $11.4 million in 2011

Travel & Recreation Group

• Revenues of $123.2 million, an increase of 21.0 percent from 2011 revenues

•

Segment operating income of $24.0 million, as compared to $20.2 million in 2011

Non-GAAP Measure:

The following discussion includes a presentation of Adjusted EBITDA, which is utilized by management to measure the
profit and performance of Viad’s operations and to facilitate period-to-period comparisons. “Adjusted EBITDA” is defined by
Viad as net income attributable to Viad before interest expense, income taxes, depreciation and amortization, impairment losses
and recoveries, changes in accounting principles and the effects of discontinued operations. The presentation of Adjusted
EBITDA is supplemental to results presented under GAAP and may not be comparable to similarly titled measures used by other
companies. Adjusted EBITDA is considered a useful operating metric as potential variations arising from taxes, depreciation,
debt service costs, impairment losses and recoveries, changes in accounting principles and the effects of discontinued operations
are eliminated, thus resulting in an additional measure considered to be indicative of Viad’s ongoing operations. This non-GAAP
measure should be considered in addition to, but not as a substitute for, other measures of financial performance reported in
accordance with GAAP.

Management believes that the presentation of Adjusted EBITDA provides useful information to investors regarding Viad’s
results of operations for trending, analyzing and benchmarking the performance and value of Viad’s business. Management uses
Adjusted EBITDA primarily as a performance measure and believes that the GAAP financial measure most directly comparable
to this non-GAAP measure is net income attributable to Viad. Although Adjusted EBITDA is used as a financial measure to
assess the performance of the business, the use of Adjusted EBITDA is limited because it does not consider material costs,
expenses and other items necessary to operate the business. These items include debt service costs, non-cash depreciation and
amortization expense associated with long-lived assets, expenses related to U.S. federal, state, local and foreign income taxes,
impairment losses or recoveries, and the effects of accounting changes and discontinued operations. Because Adjusted EBITDA
does not consider the above items, a user of Viad’s financial information should consider net income attributable to Viad as an
important measure of financial performance because it provides a more complete measure of the Company’s performance.

A reconciliation of net income attributable to Viad to Adjusted EBITDA is as follows:

Net income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

2010

$ 5,897
—
1,303
20,843
30,731
(624)

(in thousands)
$ 9,210
—
1,511
3,888
29,126
(451)

$

443
302
1,835
1,742
28,252
(262)

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$58,150

$43,284

$32,312

21

The increase in Adjusted EBITDA of $14.9 million from 2011 to 2012 was primarily due to higher segment operating results
at all operating segments, partially offset by higher restructuring charges and corporate costs. The increase in Adjusted EBITDA
of $11.0 million from 2010 to 2011 was primarily driven by higher segment operating results in the Marketing & Events Group.
See “Results of Operations” below for a discussion of fluctuations.

Results of Operations:

2012 vs. 2011:

Revenues for 2012 increased 8.8 percent to $1.0 billion, as compared to $942.4 million in 2011. Viad’s income from
continuing operations before income taxes was $26.8 million for 2012, as compared to $13.2 million in 2011. These increases
were primarily due to same-show growth, new business wins, positive show rotation revenue of approximately $16 million from
non-annual shows that took place during 2012 and continued focus on operating efficiencies at Viad’s Marketing & Events
Group, as well as the first peak season contributions from Alaska Denali Travel and the Banff International Hotel, the newly
renovated rooms at the Many Glacier Hotel and organic growth at the Company’s Travel & Recreation Group. Net restructuring
charges in 2012 were $4.9 million, as compared to $3.8 million in 2011, both primarily related to reorganization activities in the
Marketing & Events Group, comprised of facility consolidations, as well as the elimination of certain positions.

Net income attributable to Viad for 2012 was $5.9 million, or $0.29 per diluted share, as compared to $9.2 million, or $0.45
per diluted share, in 2011. These results include a charge to income tax expense of $13.4 million representing a valuation
allowance established for certain deferred tax assets associated with foreign tax credit carryforwards. These results also include
income from discontinued operations of $624,000, or $0.03 per diluted share, in 2012 primarily related to the sale of land
associated with previously sold operations and $451,000, or $0.02 per diluted share, in 2011 relating to obligations associated
with previously sold operations.

During 2012, foreign exchange rate variances resulted in decreases in revenues and segment operating income of $6.6 million
and $886,000, respectively, as compared to 2011. Viad conducts its foreign operations primarily in Canada, the United Kingdom,
Germany and to a lesser extent in certain other countries.

The following table summarizes the effects of foreign exchange rate variances on revenues and segment operating results

from Viad’s significant international operations:

Revenues

Segment Operating Results

Weighted-Average Effect of Rate Weighted-Average Effect of Rate

Exchange Rates

Variance

Exchange Rates

Variance

2012

2011

(in thousands)

2012

2011

(in thousands)

Marketing & Events Group:

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.00
$1.59
$1.29

$1.01
$1.61
$1.40

$ (954)
$(1,938)
$(1,733)

$1.04
$1.60
$1.27

$1.00
$1.61
$1.43

$ 19
$ (72)
$(107)

Travel & Recreation Group:

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.00

$1.02

$(1,952)

$1.00

$1.03

$(726)

Accordingly, Viad’s results were impacted by the weakening of the Canadian dollar, British pound and Euro relative to the
U.S. dollar. Future changes in the exchange rates may impact overall expected profitability and historical period-to-period
comparisons when operating results are translated into U.S. dollars.

Marketing & Events Group. Revenues for the Marketing & Events U.S. segment were $676.8 million for 2012, up 7.2
percent, as compared to $631.4 million in 2011. The increase was primarily due to base same-show revenue increases of 6.5
percent and positive show rotation of approximately $21 million. Management defines base same-show revenues as revenues
from exhibitions and events that occur in the same quarter and same city every year. Base same-shows represented 41.5 percent
of Marketing & Events U.S. segment revenues in 2012. The 2012 segment operating income was $5.6 million, as compared to a
loss of $6.3 million in 2011. The improved operating results were primarily due to an increase in revenues with a continued focus
on margin improvements, as well as ongoing efforts to drive operating efficiencies and control discretionary expenses.

The Company is continuing to execute against a number of margin improvement initiatives designed to more effectively
manage labor costs across the Marketing & Events Group and to reduce the physical footprint and the overhead associated with

22

the U.S. warehousing operation. As it relates to labor costs, the focus is on driving productivity gains through rigorous and
strategic pre-show planning on the highest opportunity events. The benefits of such measures are shown by a half point reduction
in the variable labor-to-revenue ratio on a U.S. base same-show basis. The Company is also working to develop new tools to
support and systematize show site labor planning, measurement and benchmarking. On the facility side, approximately 449,000
square feet of warehouse space has been eliminated during 2012, reducing the total U.S. warehouse footprint to approximately
2.4 million square feet as of December 31, 2012. Due to the cost savings efforts, the Company has recognized a U.S. facility cost
savings of approximately $2.0 million for 2012, as compared to 2011.

Revenues for the Marketing & Events International segment were $240.1 million for 2012, up 9.8 percent, as compared to
$218.6 million in 2011. Segment operating income was $12.3 million in 2012, as compared to $11.4 million in 2011. As
discussed above, period-to-period comparisons for this segment were affected by exchange rate variances, which had an
unfavorable impact on revenues of $4.6 million and segment operating income of $160,000, as compared to 2011. Excluding
exchange rate variances, 2012 revenues increased by $26.1 million, or 11.9 percent, and operating income increased by $1.0
million, or 9.0 percent. These increases were primarily driven by services provided for the 2012 London Summer Olympics and
Paralympic Games, as well as increased demand and new show wins, partially offset by net negative show rotation revenues of
approximately $5 million.

Although the Marketing & Events Group has a diversified revenue base and long-term contracts for future shows, its revenues
are affected by general economic and industry-specific conditions. The prospects for individual shows tend to be driven by the
success of the industry related to those shows. In general, the exhibition and event industry is experiencing modest improvement.
Following quarterly declines from the third quarter of 2008 through the first quarter of 2010, Marketing & Events U.S. base
same-show revenues were essentially flat in the second quarter of 2010 and have increased in each of the following nine quarters.
Base same-show revenues for the fourth quarter of 2012 were essentially flat, reflecting growth across the majority of base same-
shows offset by a decline in a major show in the government sector.

For the 2013 full year, management expects U.S. base same-show revenues to increase at a low to mid-single digit rate and
show rotation to have a net negative impact on full year revenue of approximately $55 million to $60 million. Although the
Marketing & Events Group will not benefit from non-annual shows in 2013 as it did in 2012, management expects to reach a full
year operating margin of approximately 2.5 percent in 2013 through improved operating efficiencies and new business wins.
Additionally, management anticipates that foreign currency exchange rate variances versus 2012 will not have a meaningful
impact on the Marketing & Events Group’s 2013 full year revenues and segment operating income. Management remains focused
on improving the profitability of the Marketing & Events U.S. segment through continued integration and consolidation of
operations to increase capacity utilization and reduce costs. Additional restructuring charges may be incurred as further cost
structure improvements are made.

The Marketing & Events Group is subject to multiple collective-bargaining agreements that affect labor costs, about one-third
of which expire each year. Although labor relations between the Company and labor are currently stable, disruptions during
future contract negotiations could occur, with the possibility of an adverse impact on the operating results of the Marketing &
Events Group.

Travel & Recreation Group. Revenues for the Travel & Recreation Group segment were $123.2 million, up 21.0 percent,
as compared to 2011 revenues of $101.8 million. Segment operating income was $24.0 million, up 18.6 percent from 2011
segment operating income of $20.2 million. Segment operating margins were 19.5 percent in 2012, as compared to 19.8 percent
in 2011. As discussed above, period-to-period comparisons for this segment were affected by exchange rate variances, which had
an unfavorable impact on revenues of $2.0 million and segment operating income of $726,000, as compared to 2011. Excluding
exchange rate variances, 2012 revenues increased by $23.3 million, or 22.9 percent, and segment operating income increased by
$4.5 million, or 22.2 percent. In addition to increased revenues, as discussed below, operating results also reflect higher selling,
general and administrative expenses, including costs related to additional resources to support the Company’s growth strategy of
“Refresh-Build-Buy.”

23

The following table provides Travel & Recreation Group revenues by line of business, as well as key performance indicators:

2012

2011

Change

(in thousands, except key performance indicators)

Revenues:

Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attractions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Package tours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intra-segment eliminations & other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 51,969
38,141
18,805
16,858
(2,582)

$ 38,003
34,243
17,409
14,782
(2,623)

$13,966
3,898
1,396
2,076
41

36.7%
11.4%
8.0%
14.0%
1.6%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$123,191

$101,814

$21,377

21.0%

Key Performance Indicators:

Room nights available (Hospitality) 1 . . . . . . . . . . . . . . . . . . . . . . . . . . .
RevPAR (Hospitality) 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Passengers (Attractions)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenue per passenger (Attractions) 3 . . . . . . . . . . . . . . . . . . . . . . . . . . .

262,090
134
960,305
43

$

$

188,575
131
873,870
42

$

$

73,515
3
86,435
1

$

$

39.0%
2.3%
9.9%
2.4%

1

2

3

Excludes rooms closed for renovation at Many Glacier Hotel during 2011.

Calculated as revenues from room sales divided by the number of room nights available during the period. Amounts shown
represent simple average of RevPAR for all Travel & Recreation Group hospitality properties.

Calculated as total attractions revenues divided by the number of passengers during the period. Amounts shown represent
simple average of revenue per passenger at all Travel & Recreation Group attractions.

Revenue growth from hospitality properties benefitted from the initial peak season contributions from the recently acquired
Alaska Denali Travel business (acquired on September 16, 2011) and the Banff International Hotel (acquired on March 7, 2012),
with approximately $11.9 million of incremental revenues. St. Mary Lodge & Resort and Grouse Mountain Lodge, both in their
second year as part of the Travel & Recreation Group and renovated as part of the Company’s Refresh-Build-Buy strategy, also
increased revenue over 2011. Additionally, rooms that were under renovation at the Many Glacier Hotel in 2011 provided a full
revenue contribution in 2012.

Revenues were also favorably impacted by increased passenger volumes at Travel & Recreation Group’s attractions. As

compared to 2011, passenger volumes increased by 9.9 percent.

During 2012, approximately 65 percent of revenues and 77 percent of segment operating income generated in the Travel &
Recreation Group segment were derived through its Canadian operations. These operations are largely affected by foreign
customer visitation, and, accordingly, increases in the value of the Canadian dollar, as compared to other currencies, could
adversely affect customer volumes, revenues and segment operating income for the Travel & Recreation Group. Additionally, the
Travel & Recreation Group is affected by consumer discretionary spending on tourism activities.

Management anticipates that foreign currency exchange rate variances versus 2012 will not have a meaningful effect on
Travel & Recreation Group 2013 full year revenues and segment operating income. Management also anticipates the four
acquisitions completed by Viad since the beginning of 2011 will generate approximately $25 million in revenues in 2013 with an
average Adjusted EBITDA margin (defined as Adjusted EBITDA divided by revenues) of more than 30 percent. By leveraging
economies of scale and scope and repositioning the acquired assets for higher returns, management expects to grow this revenue
base at a mid single-digit compound annual growth rate from 2013 to 2015, with expanding Adjusted EBITDA margins over that
time period.

Glacier Park operates the concession portion of its business under a concession contract with the U.S. National Park Service
(the “Park Service”) for Glacier National Park. Glacier Park’s original 25-year concession contract with the Park Service that was
to expire on December 31, 2005 has been extended for eight one-year periods and now expires on December 31, 2013. Glacier
Park generated approximately 49 percent of its 2012 revenues through its concession contract for services provided within
Glacier National Park.

On December 14, 2012, the Park Service issued a prospectus soliciting proposals from prospective bidders, including Glacier
Park, for the award of a 16-year concession contract beginning on January 1, 2014. Glacier Park is currently preparing its bid for
the contract, which is due on or before April 16, 2013. Although Viad believes that Glacier Park is well-positioned to win the new

24

contract, if the Park Service selects a new concessionaire, Glacier Park would be entitled to $25 million for its “possessory
interest,” which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to
the concession property at Glacier National Park during the term of the concession contract, plus an estimated $5 million for the
personal property Glacier Park uses at the facilities covered by the concession contract.

If a new concessionaire is selected by the Park Service, Glacier Park would continue to generate revenue from the four
properties it owns outside of Glacier National Park: Glacier Park Lodge in East Glacier, Montana; Grouse Mountain Lodge in
Whitefish, Montana; St. Mary Lodge & Resort in St. Mary, Montana and the Prince of Wales Hotel in Waterton Lakes National
Park, Alberta, which Glacier Park owns and operates under a 42-year ground lease with the Canadian government running
through January 31, 2052. Glacier Park generated 24 percent of the Travel & Recreation Group’s 2012 segment operating
income.

Corporate Activities. Corporate activities expense of $9.4 million in 2012 increased from $7.7 million in 2011. This
increase was primarily due to costs related to the amendment and restatement of the Company’s shareholder rights plan as well as
increased performance-based compensation expense.

Restructuring Charges.

In 2012, Viad recorded net restructuring charges of $4.9 million, as compared to $3.8 million in
2011. These charges primarily related to reorganization activities in the Marketing & Events Group, comprised of facility
consolidations as well as the elimination of certain positions.

Income Taxes. The effective tax rate for 2012 was 77.8 percent, as compared to 29.5 percent for 2011. The high rate for
2012, as compared to the statutory rate, was due to the charge to income tax expense of $13.4 million representing a valuation
allowance for certain deferred tax assets associated with foreign tax credit carryforwards.

2011 vs. 2010:

Revenues for 2011 increased 11.6 percent to $942.4 million, as compared to $844.8 million in 2010. Viad’s income from
continuing operations before income taxes was $13.2 million for 2011, as compared to $2.6 million in 2010. These increases were
primarily due to higher revenues from the Marketing & Events Group. Net restructuring charges in 2011 were $3.8 million, as
compared to $4.2 million in 2010, both primarily related to the Marketing & Events Group. Impairment losses for 2010 were
$268,000 (after-tax), or $0.01 per diluted share. The Company did not record any impairment losses in 2011.

Net income attributable to Viad for 2011 was $9.2 million, or $0.45 per diluted share, as compared to $443,000, or $0.02 per
diluted share, in 2010. These results include income from discontinued operations of $451,000, or $0.02 per diluted share, in
2011 and $262,000, or $0.01 per diluted share, in 2010 relating to obligations associated with previously sold operations.

During 2011, foreign exchange rate variances resulted in increases in revenues and segment operating income of $14.1
million and $1.7 million, respectively, as compared to 2010. Viad conducts its foreign operations primarily in Canada, the United
Kingdom, Germany and to a lesser extent in certain other countries.

The following table summarizes the effects of foreign exchange rate variances on revenues and segment operating results

from Viad’s significant international operations:

Revenues

Segment Operating Results

Weighted-Average Effect of Rate Weighted-Average Effect of Rate

Exchange Rates

Variance

Exchange Rates

Variance

2011

2010

(in thousands)

2011

2010

(in thousands)

Marketing & Events Group:

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.01
$1.61
$1.40

$0.97
$1.54
$1.32

$3,141
$5,684
$ 969

$1.00
$1.61
$1.43

$0.98
$1.52
$1.36

$ (27)
$ 445
$ (38)

Travel & Recreation Group:

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.02

$0.96

$4,300

$1.03

$0.94

$1,344

Accordingly, Viad’s results were impacted by the strengthening of the Canadian dollar, British pound and Euro relative to the
U.S. dollar. Future changes in the exchange rates may impact overall expected profitability and historical period-to-period
comparisons when operating results are translated into U.S. dollars.

25

Marketing & Events Group. Revenues for the Marketing & Events U.S. segment were $631.4 million for 2011, up
10.6 percent, as compared to $571.0 million in 2010. The increase was primarily due to base same-show revenue increases of
11.2 percent, increased exhibitor spending, new business wins and positive show rotation of approximately $11 million.
Management defines base same-show revenue as revenue from exhibitions and events that occur in the same quarter and same
city every year. Base same-shows represented 36.6 percent of Marketing & Events U.S. segment revenues in 2011. The 2011
segment operating loss was $6.3 million, as compared to a loss of $15.2 million in 2010. The improved operating results were
primarily the result of higher revenues, partially offset by higher accruals for performance-based incentives.

Revenues for the Marketing & Events International segment were $218.6 million for 2011, up 10.5 percent, as compared to
$197.8 million in 2010. Segment operating income was $11.4 million in 2011, as compared to $10.1 million in 2010. As
discussed above, results in this segment were impacted by exchange rates during 2011, resulting in increases of $9.8 million in
revenue and $379,000 in segment operating income, as compared to 2010. Excluding exchange rate variances, 2011 revenues
increased by $11.1 million, or 5.6 percent, and operating income increased by $982,000, or 9.7 percent. The increase in revenues
was primarily due to new show wins, positive show rotation of approximately $4 million and same-show growth, which more
than offset 2010 first quarter revenues from a major project for the 2010 Winter Olympic Games in Canada. Operating results for
2011 reflect higher compensation expenses, including merit increases and the elimination of temporary wage reductions, as
compared to 2010.

Travel & Recreation Group. Revenues for the Travel & Recreation Group segment were $101.8 million, up 15.3 percent,
as compared to 2010 revenues of $88.3 million. Segment operating income was $20.2 million, up 1.6 percent from 2010 segment
operating income of $19.9 million. Segment operating margins were 19.8 percent in 2011, as compared to 22.5 percent in 2010.
As discussed above, results in this segment were impacted by exchange rate variances during 2011, resulting in increases of
$4.3 million and $1.3 million in revenues and segment operating income, respectively, as compared to 2010.

The following table provides Travel & Recreation Group revenues by line of business, as well as key performance indicators:

2011

2010

Change

(in thousands, except key performance indicators)

Revenues:

Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attractions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Package tours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intra-segment eliminations & other . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 38,003
34,243
17,409
14,782
(2,623)

$ 31,261
30,119
12,720
15,814
(1,637)

$ 6,742
4,124
4,689
(1,032)
(986)

21.6%
13.7%
36.9%
-6.5%
-60.2%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$101,814

$ 88,277

$13,537

15.3%

Key Performance Indicators:

Room nights available (Hospitality) 1
. . . . . . . . . . . . . . . . . . . . . . . . . .
RevPAR (Hospitality) 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Passengers (Attractions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revenue per passenger (Attractions) 3 . . . . . . . . . . . . . . . . . . . . . . . . . .

188,575
131
873,870
42

$

$

137,119
131
830,323
41

$

$

51,456
$ —
43,547
1

$

37.5%
0.0%
5.2%
2.4%

1

2

3

Excludes rooms closed for renovation at Many Glacier Hotel during 2011.

Calculated as revenues from room sales divided by the number of room nights available during the period. Amounts shown
represent simple average of RevPAR for all Travel & Recreation Group hospitality properties.

Calculated as total attractions revenues divided by the number of passengers during the period. Amounts shown represent
simple average of revenue per passenger at all Travel & Recreation Group attractions.

Excluding exchange rate variances, 2011 revenues increased by $9.2 million, or 10.5 percent, primarily due to the acquisitions
of Grouse Mountain Lodge and St. Mary Lodge & Resort, which are located near Glacier National Park, as well as organic
revenue growth at Brewster. The Company acquired Grouse Mountain Lodge on January 5, 2011 for $10.5 million in cash and
the 115-room St. Mary Lodge & Resort on June 29, 2011 for $15.3 million in cash. Brewster realized growth across all of its lines
of business with the exception of its transportation business, which had higher 2010 revenues resulting from charter contracts
related to the 2010 Winter Olympic and Paralympic Games. These improvements were partially offset by lower revenues from
Many Glacier Hotel, a property operated by Glacier Park, resulting from planned construction that reduced the number of rooms
available during 2011, as compared to 2010, as well as lower visitation to Glacier National Park during July and August.

26

Excluding exchange rate variances, 2011 segment operating income decreased by $1.0 million primarily due to the lower
revenues at Many Glacier Hotel (which have a high flow through to operating income) and the seasonal fourth quarter operating
loss at Alaska Denali Travel. The Company acquired the 42-room Denali Backcountry Lodge and 46 Denali Cabins on
September 16, 2011 for $15.3 million in cash.

During 2011, approximately 70 percent of revenue and 86 percent of segment operating income generated in the Travel &
Recreation Group segment were derived through its Canadian operations. These operations are largely affected by foreign
customer visitation, and, accordingly, increases in the value of the Canadian dollar, as compared to other currencies, could
adversely affect customer volumes, revenue and segment operating income for the Travel & Recreation Group.

Glacier Park operates the concession portion of its business under a concession contract with the U.S. National Park Service
for Glacier National Park as previously noted. Glacier Park generated approximately 45 percent of its 2011 revenues through its
concession contract for services provided within Glacier National Park. Glacier Park generated 19 percent of the Travel &
Recreation Group’s 2011 segment operating income.

Corporate Activities. Corporate activities expense of $7.7 million in 2011 increased from $6.4 million in 2010. This
increase was primarily due to higher legal fees related to employee benefits associated with previously divested operations and
other matters.

Restructuring Charges.

In 2011, Viad recorded net restructuring charges of $3.8 million, as compared to $4.2 million in
2010 (the 2010 amount includes a reversal of restructuring reserves of $814,000 primarily related to revisions in estimated
sublease income associated with certain leased facilities). These charges primarily related to reorganization activities in the
Marketing & Events Group, comprised of the elimination of certain positions as well as facility consolidations.

Income Taxes. The effective tax rate for 2011 was 29.5 percent, as compared to 68.1 percent for 2010. The relatively low
rate for 2011, as compared to the statutory rate, was due to favorable tax resolutions of $103,000, state tax benefits of $100,000
and other tax benefits. The relatively high rate for 2010, as compared to the statutory rate, was due to the write-off of deferred
taxes of $1.3 million as a result of health care legislation, partially offset by favorable tax resolutions of $514,000. Excluding the
effects of these items, the 2010 effective rate was 38.2 percent.

Liquidity and Capital Resources:

Cash and cash equivalents were $114.2 million as of December 31, 2012, as compared to $100.4 million as of December 31,
2011, with the increase primarily due to cash flow from operations, partially offset by the acquisition of the Banff International
Hotel and capital expenditures. During 2012, the Company generated net cash flows from operating activities of $69.2 million
primarily driven by operating results. Management believes that Viad’s existing sources of liquidity will be sufficient to fund
operations and capital commitments for at least the next 12 months.

As of December 31, 2012, the Company had $46.8 million of its cash and cash equivalents held outside of the United States.
Of the total amount, $37.3 million was held in Canada, $6.4 million in the United Kingdom, $1.8 million in Germany and $1.3
million in the United Arab Emirates. There were certain historical earnings related to its Canadian operations which, if repatriated
to the United States, would result in incremental income tax expense. The incremental tax liability as of December 31, 2012 that
would result assuming all foreign cash balances were repatriated to the United States would be approximately $1.1 million.

Cash Flows

A summary of cash flow information is provided below:

Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . .

Cash and cash equivalents, end of year

2012

2011

2010

$100,376
69,186
(49,474)
(8,254)
2,337

(in thousands)
$145,841
34,736
(62,203)
(16,497)
(1,501)

$116,342
43,283
(2,287)
(14,461)
2,964

$114,171

$100,376

$145,841

27

Operating Activities

Cash flows from operations in 2012 totaled $69.2 million, as compared to $34.7 million in 2011. This increase was primarily
due to favorable working capital changes. Cash flows from operations in 2011 totaled $34.7 million, as compared to $43.3
million in 2010. This decrease was primarily due to unfavorable working capital changes.

Investing Activities

Cash used in investing activities in 2012 totaled $49.5 million, as compared to $62.2 million in 2011. This decrease was
primarily due to less cash used for acquisitions during 2012. Cash used in investing activities in 2011 totaled $62.2 million, as
compared to $2.3 million in 2010. This increase was primarily due to $41.1 million used for acquisitions during 2011 and $14.8
million in proceeds from dispositions of property and other assets in 2010.

Capital expenditures for 2012 totaled $27.7 million and primarily related to the purchase of rental inventory, equipment and
the Marketing & Events U.S. segment as well as Glacier Skywalk
computer hardware and leasehold improvements at
construction costs and building and other improvements at the Travel & Recreation Group. Capital expenditures for 2011 totaled
$21.5 million and primarily related to the purchase of rental inventory, equipment and computer hardware primarily at the
Marketing & Events U.S. segment as well as building and other improvements at the Travel & Recreation Group. Capital
expenditures for 2010 totaled $17.0 million and primarily related to the purchase of rental inventory, equipment and computer
hardware primarily at the Marketing & Events U.S. segment and building improvements and equipment at the Travel &
Recreation Group.

During 2012, the Company began construction on the Glacier Skywalk, a 1,312-foot guided interpretive walkway with a 98-
foot glass-floored observation area overlooking the Sunwapta Valley at the Tangle Ridge Viewpoint in Jasper National Park,
Alberta, Canada. In 2012, the Travel & Recreation Group incurred $8.9 million in capital expenditures relating to the Glacier
Skywalk, with an accrued capital expenditure amount of $2.6 million as of December 31, 2012. In 2013, management anticipates
spending approximately $12 million to $14 million (including the $2.6 million accrued as of December 31, 2012) to complete the
project for which funding will be provided by cash from operations.

On March 7, 2012, Viad completed the acquisition of the Banff International Hotel and related assets for $23.6 million in
cash. On January 5, 2011, Viad completed the acquisition of Grouse Mountain Lodge for $10.5 million in cash. On June 29,
2011, Viad completed the acquisition of St. Mary Lodge & Resort for $15.3 million in cash. On September 16, 2011, Viad
completed the acquisition of Denali Backcountry Lodge and Denali Cabins for $15.3 million in cash. In March 2010, Viad
completed the sale of a non-strategic real estate asset for $14.3 million (net of selling costs) within the Travel & Recreation
Group.

Financing Activities

Cash used in financing activities in 2012 totaled $8.3 million, as compared to $16.5 million in 2011. This decrease was
primarily due to higher debt repayments, debt issuance costs and common stock repurchases in 2011. Cash used in financing
activities in 2011 was $16.5 million as compared to $14.5 million in 2010, with the increase primarily driven by higher debt
repayments.

Viad’s total debt as of December 31, 2012 was $2.2 million, as compared to $3.2 million as of December 31, 2011. The debt-
to-capital ratio was 0.006 to 1 as of December 31, 2012, as compared with 0.008 to 1 as of December 31, 2011. Capital is defined
as total debt and capital lease obligations plus total stockholders’ equity.

In May 2011, Viad amended and restated its secured revolving credit agreement (the “Credit Facility”). The Credit Facility
provides for a $130 million revolving line of credit, which may be increased up to an additional $50 million under certain
circumstances. The term of the Credit Facility is five years (expiring on May 18, 2016) and borrowings are to be used for general
corporate purposes (including permitted acquisitions) and to support up to $50 million of letters of credit. The lenders have a first
perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of top-tier
foreign subsidiaries. In April 2011, Viad paid off its outstanding borrowing under the previous credit facility of $4.2 million and
as of December 31, 2012, Viad’s total debt of $2.2 million consisted entirely of capital lease obligations. As of December 31,
2012, Viad had $128.2 million of capacity remaining under its Credit Facility reflecting outstanding letters of credit of $1.8
million.

28

Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the London Interbank Offered Rate, plus
appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to Viad’s leverage ratio.
The fees on the unused portion of the Credit Facility are currently 0.35 percent annually.

As part of the amendment and restatement, Viad’s financial covenants were revised to include a fixed-charge coverage ratio
of not less than 2.25 to 1 (and a ratio of not less than 2.50 to 1 after the fiscal quarter ended September 30, 2012) and a leverage
ratio (defined as total debt to Adjusted EBITDA) of not greater than 2.50 to 1. Additionally, Viad must maintain a consolidated
minimum cash and cash equivalents balance of $50 million. As of December 31, 2012, the fixed-charge coverage and leverage
ratios were 3.93 to 1 and 0.16 to 1, respectively. The terms of the Credit Facility allow Viad to pay up to $10 million in dividends
in the aggregate in any calendar year.

Effective December 12, 2012, the Credit Facility was amended to remove the limitation on share repurchases of $10 million
in the aggregate per calendar year pursuant to certain conditions. The amendment allows share repurchases unless the Company’s
leverage ratio, as defined in the Credit Facility, is greater than 1.50 to 1.00 or a default or an unmatured default, as defined in the
Credit Facility, exists. The amendment also allows dividends to be declared and paid in excess of $10 million in the aggregate per
calendar year, as well as distributions on its capital stock, as defined in the Credit Facility, unless the Company’s leverage ratio,
as defined in the Credit Facility, is greater than 1.50 to 1.00 or a default or an unmatured default, as defined in the Credit Facility,
exists. Significant other covenants include limitations on:
indebtedness, sales/leases of assets,
acquisitions, consolidations or mergers and liens on property. As of December 31, 2012, Viad was in compliance with all
covenants.

investments, additional

As of December 31, 2012, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These
guarantees are not subject to liability recognition in the consolidated financial statements and relate to leased facilities entered
into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third
parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum
potential amount of future payments that Viad would be required to make under all guarantees existing as of December 31, 2012
would be $21.2 million. These guarantees relate to leased facilities and expire through October 2017. There are no recourse
provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are
no collateral or similar arrangements whereby Viad could recover payments.

In December 2012, the Company announced its intent to repurchase up to an additional one million shares of its common
stock from time to time at prevailing market prices. During 2012 and 2011, Viad repurchased 23,183 shares and 250,760 shares
for $526,000 and $4.6 million, respectively. As of December 31, 2012, 1,030,438 shares remain available for repurchase from the
announced authorization. Additionally, during 2012 and 2011, the Company repurchased 56,885 shares for $1.1 million and
28,627 shares for $679,000, respectively, related to tax withholding requirements on share-based awards.

In August 2012, Viad’s Board of Directors approved a 150 percent increase in the quarterly dividend from $0.04 per share to
$0.10 per share. The dividend declared in the fourth quarter of 2012 was paid on January 2, 2013 to stockholders of record on
December 14, 2012. Viad has accrued dividends of $2.0 million as of December 31, 2012. During 2012, the Company paid
dividends on common stock of $4.5 million.

The following table presents Viad’s contractual obligations as of December 31, 2012:

Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and postretirement benefits (1) . . . . . . . . . . . . . . . .
Purchase obligations (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated interest payments . . . . . . . . . . . . . . . . . . . . . . . .

Payments due by period

Less than
1 year

$17,793
3,720
24,171
1,347
74

1-3 years

3-5 years

(in thousands)
$26,144
7,658
7,215
831
46

$12,130
7,566
1,335
48
3

More than
5 years

$ 9,323
19,321
40
—
—

Total

$ 65,390
38,265
32,761
2,226
123

Total contractual cash obligations (3) . . . . . . . . . . . . . . . .

$138,765

$47,105

$41,894

$21,082

$28,684

(1)

Estimated contributions related to multi-employer benefit plans are excluded from the table above. See Note 15 of Notes to
Consolidated Financial Statements for disclosures regarding those obligations.

29

(2)

Purchase obligations primarily represent payments due under various licensing agreements and commitments related to
consulting and other contracted services that are enforceable and legally binding and that specify all significant terms,
including open purchase orders.

(3) Aggregate self-insurance liabilities of $29.8 million are excluded from the table above as the timing and amounts of future

cash outflows are uncertain. See Note 8 of Notes to Consolidated Financial Statements.

Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of
which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is
possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as
of December 31, 2012 with respect to these matters is not ascertainable, Viad believes that any resulting liability, after taking into
consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s business, financial
position or results of operations.

Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the
protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with
these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to
regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad
also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations.
Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration
amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position, results
of operations or liquidity. As of December 31, 2012, there was a remaining environmental remediation liability of $5.3 million
related to previously sold operations of which $571,000 is included in the consolidated balance sheets under the caption “Other
current liabilities” and $4.7 million under the caption “Other deferred items and liabilities.”

Viad’s businesses contribute to various multi-employer pension plans based on obligations arising under collective-bargaining
agreements covering its union-represented employees. Viad’s contributions to these plans in 2012, 2011 and 2010 totaled $20.7
million, $19.6 million and $15.3 million, respectively. Based upon the information available to Viad from plan administrators,
management believes that several of these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires
pension plans underfunded at certain levels to reduce, over defined time periods, the underfunded status. In addition, under
current laws, the termination of a plan, or a voluntary withdrawal from a plan by Viad, or a shrinking contribution base to a plan
as a result of the insolvency or withdrawal of other contributing employers to such plan, would require Viad to make payments to
such plan for its proportionate share of the plan’s unfunded vested liabilities. As of December 31, 2012, the amount of additional
funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable.

Off-Balance Sheet Arrangements:

Viad does not have any “off-balance sheet” arrangements with unconsolidated special-purpose or other entities that would
materially affect the Company’s financial position, results of operations, liquidity or capital resources. Furthermore, Viad does
not have any relationships with special-purpose or other entities that provide off-balance sheet financing; liquidity, market risk or
credit risk support; or engage in leasing or other services that may expose the Company to liability or risks of loss that are not
reflected in Viad’s consolidated financial statements and related notes. See Notes 10, 17 and 18 of Notes to Consolidated
Financial Statements.

Critical Accounting Policies and Estimates:

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported
amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the
consolidated financial statements. The SEC has defined a company’s most critical accounting policies as those that are most
important to the portrayal of a company’s financial position and results of operations, and that require a company to make its
most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
Based on these criteria, Viad has identified and discussed with its audit committee the following critical accounting policies and
estimates pertaining to Viad, and the methodology and disclosures related to those estimates:

Goodwill — Goodwill is not amortized, but tested for impairment at the reporting unit level on an annual basis on October 31
of each year. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would
more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Viad’s reporting units are defined, and

30

goodwill is tested, at either an operating segment level or at the component level of an operating segment, depending on various
factors including: the internal reporting structure of the operating segment, the level of integration among components, the
sharing of assets and other resources among components and the benefits and likely recoverability of goodwill by the
component’s operations.

For impairment testing purposes, the goodwill related to the Marketing & Events U.S. segment is assigned to and tested at the
operating segment level, which represents all domestic operations of GES. Furthermore, the goodwill related to the Marketing &
Events International segment is assigned to and tested based on the segment’s geographical operations. For the Marketing &
Events International segment the reporting units are United Kingdom (Melville GES) and Canada. Brewster, Glacier Park and
Alaska Denali Travel are considered reporting units for goodwill impairment testing purposes.

As of December 31, 2012, Viad had total goodwill of $137.8 million consisting of $85.7 million related to the Marketing &
Events Group and $52.1 million related to the Travel & Recreation Group. The following table summarizes goodwill balances by
reporting unit and segment as of December 31:

Marketing & Events Group:
Marketing & Events U.S.
Marketing & Events International:
United Kingdom (Melville GES)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GES Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Travel & Recreation Group:

Brewster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Glacier Park . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alaska Denali Travel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

(in thousands)

$ 62,686

$ 62,686

13,894
9,160

85,740

44,435
4,461
3,184

52,080

13,291
8,907

84,884

41,165
4,461
3,184

48,810

Total Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$137,820

$133,694

Viad uses a discounted expected future cash flow methodology (income approach) in order to estimate the fair value of its
reporting units for purposes of goodwill impairment testing. The estimates and assumptions regarding expected future cash flows,
discount rates and terminal values require considerable judgment and are based on market conditions, financial forecasts, industry
trends and historical experience.

The most critical assumptions and estimates in determining the estimated fair value of its reporting units relate to the amounts
and timing of expected future cash flows for each reporting unit and the reporting unit cost of capital (discount rate) applied to
those cash flows. Furthermore, the assumed reporting unit cost of capital rates (discount rates) are estimated using a build-up
method based on the perceived risk associated with the cash flows pertaining to the specific reporting unit. In order to assess the
reasonableness of its fair value estimates, the Company performs a reconciliation of the aggregate fair values of its reporting units
to Viad’s market capitalization.

As noted above, the estimates and assumptions regarding expected future cash flows, discount rates and terminal values
require considerable judgment and are based on market conditions, financial forecasts, industry trends and historical experience.
These estimates, however, have inherent uncertainties and different assumptions could lead to materially different results. As of
December 31, 2012, Viad had aggregate goodwill of $137.8 million recorded in the consolidated balance sheets. Furthermore, as
a result of the Company’s most recent impairment analysis performed in October 2012, the excess of the estimated fair value over
the carrying value (expressed as a percentage of the carrying amounts) under step one of the impairment test was 126 percent, 67
percent and 34 percent for each of the Marketing & Events Group reporting units in the United States, the United Kingdom
(Melville GES) and Canada, respectively. For the Brewster, Glacier Park and Alaska Denali Travel reporting units, the excess of
the estimated fair value over the carrying value was 58 percent, 37 percent and 14 percent, respectively, as of the most recent
impairment test. Significant reductions in the Company’s expected future revenues, operating income or cash flow forecasts and
projections, or an increase in reporting unit cost of capital, could trigger additional goodwill impairment testing, which may result
in impairment losses.

31

Income taxes — Viad is required to estimate and record provisions for income taxes in each of the jurisdictions in which the
Company operates. Accordingly, the Company must estimate its actual current income tax liability, and assess temporary
differences arising from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These
differences result in deferred tax assets and liabilities which are included in Viad’s consolidated balance sheets. The Company
must assess the likelihood that deferred tax assets will be recovered from future taxable income and to the extent that recovery is
not likely, a valuation allowance must be established. The Company uses significant judgment in forming a conclusion regarding
the recoverability of its deferred tax assets and evaluates the available positive and negative evidence to determine whether it is
more-likely-than-not that its deferred tax assets will be realized in the future. As of December 31, 2012 and 2011, Viad had gross
deferred tax assets of $77.2 million and $70.7 million, respectively. These deferred tax assets reflect the expected future tax
benefits to be realized upon reversal of deductible temporary differences, and the utilization of net operating loss and tax credit
carryforwards.

The Company considered all available positive and negative evidence regarding the future recoverability of its deferred tax
assets, including the Company’s recent operating history, taxpaying history and future reversals of deferred tax liabilities. The
Company also evaluated its ability to utilize its foreign tax credits, given its recent utilization history. These tax credits are
subject to a 10-year carryforward period and begin to expire in 2019. Based on the Company’s assessment, it was determined
during the fourth quarter of 2012 that the weight of the evidence indicated that certain deferred tax assets associated with foreign
tax credit carryforwards no longer met the more-likely-than-not test regarding the realization of those assets. Accordingly, the
Company recorded a valuation allowance related to all of its foreign tax credit carryforwards as of December 31, 2012, which
resulted in a charge to income tax expense of $13.4 million. During 2012, the Company increased its valuation allowance related
to state and foreign net operating loss carryforwards by $805,000. As of December 31, 2012 and 2011, Viad had a valuation
allowance of $1.2 million and $356,000, respectively, related to those state and foreign deferred tax assets. With respect to all
other deferred tax assets, management believes that recovery from future taxable income is more-likely-than-not.

As noted above, Viad uses considerable judgment in forming a conclusion regarding the recoverability of its deferred tax
assets. As a result, there are inherent uncertainties regarding the ultimate realization of these assets, which is primarily dependent
on Viad’s ability to generate sufficient taxable income in future periods. In future periods, it is reasonably possible that the
relative weight of positive and negative evidence regarding the recoverability of Viad’s deferred tax assets may change, which
could result in a material increase in the Company’s valuation allowance. If such an increase in the valuation allowance were to
occur, it would result in increased income tax expense in the period the assessment was made.

Insurance liabilities — Viad is self-insured up to certain limits for workers’ compensation, automobile, product and general
liability and property loss claims. The aggregate amount of insurance liabilities (up to the Company’s retention limit) related to
Viad’s continuing operations was $21.1 million as of December 31, 2012. Of this total, $13.3 million related to workers’
compensation liabilities and the remaining $7.8 million related to general/auto liability claims. Viad has also retained and
provided for certain insurance liabilities in conjunction with previously sold businesses totaling $5.7 million as of December 31,
2012, primarily related to workers’ compensation liabilities. Provisions for losses for claims incurred, including estimated claims
incurred but not yet reported, are made based on Viad’s historical experience, claims frequency and other factors. A change in the
assumptions used could result in an adjustment to recorded liabilities. Viad has purchased insurance for amounts in excess of the
self-insured levels, which generally range from $200,000 to $500,000 on a per claim basis. Viad does not maintain a self-insured
retention pool fund as claims are paid from current cash resources at the time of settlement. Viad’s net cash payments in
connection with these insurance liabilities were $5.6 million, $7.6 million and $6.8 million in 2012, 2011 and 2010, respectively.

In addition, as of December 31, 2012, Viad has recorded insurance liabilities of $3.0 million related to continuing operations
in excess of the self-insured levels for which Viad remains the primary obligor. Of this total, $1.8 million related to worker’s
compensation liabilities and the remaining $1.2 million related to general liability claims. The Company has presented these
amounts as other deferred items and liabilities with a corresponding receivable in other investments and assets.

Pension and postretirement benefits — Viad’s pension plans use traditional defined benefit formulas based on years of
service and final average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least
equal to the minimum funding required by applicable regulations. The Company presently anticipates contributing $1.7 million to
its funded pension plans and $1.1 million to its unfunded pension plans in 2013.

Viad and certain of its subsidiaries have defined benefit postretirement plans that provide medical and life insurance for
certain eligible employees, retirees and dependents. The related postretirement benefit liabilities are recognized over the period
that services are provided by employees. In addition, Viad retained the obligations for these benefits for retirees of certain sold
businesses. While the plans have no funding requirements, Viad expects to contribute $400,000 to the plans in 2013.

32

The assumed health care cost trend rate used in measuring the December 31, 2012 accumulated postretirement benefit
obligation was 8.5 percent, declining one-half percent each year to the ultimate rate of five percent by the year 2019 and
remaining at that level thereafter. The assumed health care cost trend rate used in measuring the December 31, 2011 accumulated
postretirement benefit obligation was nine percent, declining one-half percent each year to the ultimate rate of five percent by the
year 2019 and remaining at that level thereafter.

A one-percentage-point increase in the assumed health care cost trend rate for each year would increase the accumulated
postretirement benefit obligation as of December 31, 2012 by approximately $1.8 million and the total of service and interest cost
components by approximately $120,000. A one-percentage-point decrease in the assumed health care cost trend rate for each year
would decrease the accumulated postretirement benefit obligation as of December 31, 2012 by approximately $1.5 million and
the total of service and interest cost components by approximately $97,000.

The weighted-average assumptions used to determine the pension and postretirement benefit obligations as of December 31

were as follows:

Domestic Plans

Funded Plans Unfunded Plans

Postretirement
Benefit Plans

Foreign Plans

2012

2011

2012

2011

2012

2011

2012

2011

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.11% 4.92% 3.80% 4.75% 3.85% 4.70% 4.06% 4.60%

The weighted-average assumptions used to determine net periodic benefit cost were as follows:

Domestic Plans

Funded Plans Unfunded Plans

2012

2011

2012

2011

Postretirement
Benefit Plans
2011
2012

Foreign Plans

2012

2011

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.93% 5.45% 4.75% 5.10% 4.70% 5.10% 4.65% 5.10%
4.20% 6.35% N/A N/A 4.65% 6.10% 5.45% 5.50%

The discount rates used in determining future pension and postretirement benefit obligations are based on rates determined by
actuarial analysis and management review, and reflect the estimated rates of return on a high-quality, hypothetical bond portfolio
whose cash flows match the timing and amounts of expected benefit payments. See Note 15 of Notes to Consolidated Financial
Statements.

Share-based compensation — Viad grants share-based compensation awards to officers, directors and certain key
employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan which has a 10-year life and provides for the following types
of awards: (a) incentive and non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units or
performance shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other stock-based awards.

Share-based compensation expense recognized in the consolidated financial statements in 2012, 2011 and 2010 was $7.2
million, $4.4 million and $3.5 million, respectively. Furthermore, the total tax benefits related to such costs were $2.6 million,
$1.6 million and $1.2 million in 2012, 2011 and 2010, respectively. No share-based compensation costs were capitalized during
2012, 2011 or 2010.

The fair value of restricted stock and performance-based restricted stock awards are based on Viad’s stock price on the date of
grant. Liability-based awards are recorded at estimated fair value, based on the number of units expected to vest and the level of
achievement of predefined performance goals (where applicable) and are remeasured on each balance sheet date based on Viad’s
stock price until the time of settlement. Viad uses the Black-Scholes option pricing model for purposes of determining the fair
value of each stock option grant for which key assumptions are necessary. These assumptions include Viad’s expected stock price
volatility; the expected period of time the stock option will remain outstanding; the expected dividend yield on Viad’s common
stock, and the risk-free interest rate. While the Company has not granted stock options since 2010, changes in the assumptions
could result in different estimates of the fair value of stock option grants, and consequently impact Viad’s future results of
operations. See Note 2 of Notes to Consolidated Financial Statements.

Impact of Recent Accounting Pronouncements:

For a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated

effects, if any, on Viad’s consolidated financial statements, see Note 1 of Notes to Consolidated Financial Statements.

33

Forward-Looking Statements:

As provided by the safe harbor provision under the Private Securities Litigation Reform Act of 1995, Viad cautions readers
that, in addition to historical information contained herein, this Annual Report includes certain information, assumptions and
discussions that may constitute forward-looking statements. These forward-looking statements are not historical facts, but reflect
current estimates, projections, expectations, or trends concerning future growth, operating cash flows, availability of short-term
borrowings, consumer demand, new or renewal business, investment policies, productivity improvements, ongoing cost reduction
efforts, efficiency, competitiveness, legal expenses, tax rates and other tax matters, foreign exchange rates and the realization of
restructuring cost savings. Actual results could differ materially from those discussed in the forward-looking statements. Viad’s
businesses can be affected by a host of risks and uncertainties. Among other things, natural disasters, gains and losses of
customers, consumer demand patterns, labor relations, purchasing decisions related to customer demand for exhibition and event
services, existing and new competition, industry alliances, consolidation and growth patterns within the industries in which Viad
competes, acquisitions, capital allocations, adverse developments in liabilities associated with discontinued operations and any
deterioration in the economy and other risks discussed in Item 1A., “Risk Factors,” included in this Annual Report, may
individually or in combination impact future results. In addition to factors mentioned elsewhere, economic, competitive,
governmental, technological, capital marketplace and other factors, including terrorist activities or war, a pandemic health crisis
and international conditions, could affect the forward-looking statements in this Annual Report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Viad’s market risk exposures relate to fluctuations in foreign exchange rates, interest rates and certain commodity prices.
Foreign exchange risk is the risk that fluctuating exchange rates will adversely affect Viad’s financial condition or results of
operations. Interest rate risk is the risk that changing interest rates will adversely affect the earnings of Viad. Commodity risk is
the risk that changing prices will adversely affect results of operations.

Viad conducts its foreign operations primarily in Canada, the United Kingdom, Germany and to a lesser extent in certain
other countries. The functional currency of Viad’s foreign subsidiaries is their local currency. Accordingly, for purposes of
consolidation, Viad translates the assets and liabilities of its foreign subsidiaries into U.S. dollars at the foreign exchange rates in
effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these foreign denominated assets
and liabilities are included as a component of accumulated other comprehensive income in Viad’s consolidated balance sheets. As
a result, significant fluctuations in foreign exchange rates relative to the U.S. dollar may result in material changes to Viad’s net
equity position reported in its consolidated balance sheets. Viad does not currently hedge its equity risk arising from the
translation of foreign denominated assets and liabilities. Viad had cumulative unrealized foreign currency translation gains
recorded in stockholders’ equity of $42.2 million and $34.6 million as of December 31, 2012 and 2011, respectively. During 2012
and 2011, an unrealized foreign currency translation gain of $7.5 million and a loss of $4.3 million, respectively, were recorded in
other comprehensive income.

In addition, for purposes of consolidation, the revenues, expenses, gains and losses related to Viad’s foreign operations are
translated into U.S. dollars at the average foreign exchange rates for the period. As a result, Viad’s consolidated results of
operations are exposed to fluctuations in foreign exchange rates as the operating results of its foreign operations, when translated,
may vary from period-to-period, even when the functional currency amounts have not changed. Such fluctuations may adversely
impact overall expected profitability and historical period-to-period comparisons. Viad does not currently hedge its net earnings
exposure arising from the translation of its foreign operating results.

The following table summarizes the effect of foreign exchange rate variances on segment operating results from Viad’s

significant international operations:

Weighted-Average Effect of Rate Weighted-Average Effect of Rate

Exchange Rates

Variance

Exchange Rates

Variance

2012

2011

(thousands)

2011

2010

(thousands)

Canadian Operations:

Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.04
$1.00

$1.00
$1.03

$ 19
$(726)

$1.00
$1.03

$0.98
$0.94

$ (27)
$1,344

United Kingdom Operations:

Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.60

$1.61

$ (72)

$1.61

$1.52

$ 445

German Operations:

Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1.27

$1.43

$(107)

$1.43

$1.36

$ (38)

34

As the Canadian operations generated aggregate operating income in 2012, Viad’s segment operating income has been
unfavorably impacted by $707,000 from the strengthening of the Canadian dollar relative to the U.S. dollar. A hypothetical
change of 10 percent in the Canadian exchange rate would have resulted in a change to operating income of approximately $1.9
million. As the United Kingdom operations generated aggregate operating income in 2012, Viad’s segment operating income has
been unfavorably impacted by $72,000 from the strengthening of the British pound relative to the U.S. dollar. A hypothetical
change of 10 percent in the British pound exchange rate would have resulted in a change to operating income of approximately
$1.0 million. As the German operations generated aggregate operating income in 2012, Viad’s segment operating income has
been unfavorably impacted by $107,000 from the strengthening of the Euro relative to the U.S. dollar. A hypothetical change of
10 percent in the Euro would have resulted in a change to operating income of approximately $62,000.

Viad is exposed to foreign exchange transaction risk as its foreign subsidiaries have certain revenue transactions denominated
in currencies other than the functional currency of the respective subsidiary. From time to time, Viad utilizes forward contracts to
mitigate the impact on earnings related to these transactions due to fluctuations in foreign exchange rates. As of December 31,
2012 and 2011, Viad did not have any significant foreign currency forward contracts outstanding.

Viad is exposed to short-term interest rate risk on certain of its debt obligations. Viad currently does not use derivative

financial instruments to hedge cash flows for such obligations.

Viad’s subsidiaries have exposure to changing fuel prices. Periodically, Brewster enters into futures contracts with an oil
company to purchase two types of fuel and specifies the monthly total volume, by fuel product, to be purchased over the agreed
upon term of the contract, which is generally no longer than one year. The main objective of Viad’s risk policy related to
changing fuel prices is to reduce transaction exposure in order to mitigate the cash flow risk and protect profit margins. There
were no fuel contracts outstanding as of December 31, 2012 or 2011.

Item 8.

Financial Statements and Supplementary Data.

Refer to Index to Financial Statements for required information.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial
Officer of Viad, the effectiveness of the design and operation of disclosure controls and procedures has been evaluated as of
December 31, 2012, and, based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that
these disclosure controls and procedures are effective as of December 31, 2012. Disclosure controls and procedures are designed
to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed in such reports is accumulated and communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2012 that have

materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Management’s report on internal control over financial reporting and the report of Viad’s independent registered public
accounting firm, Deloitte & Touche LLP, are provided in this Annual Report immediately prior to the Index to Financial
Statements.

Item 9B. Other Information.

None.

35

Item 10. Directors, Executive Officers and Corporate Governance.

PART III

Information regarding directors of Viad, director nomination procedures, the Audit Committee of Viad’s Board of Directors
and compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, are included in the Proxy Statement for
the Annual Meeting of Shareholders of Viad to be held on May 21, 2013, under the captions “Election of Directors,” “The Board
of Directors and Corporate Governance” and “Information on Stock Ownership,” and are incorporated herein by reference.
Information regarding executive officers of Viad is located in Part I, “Executive Officers of Registrant” of this Annual Report.

Viad has adopted a Code of Ethics for all directors, officers and employees of the Company and its subsidiaries. A copy of the
Company’s Code of Ethics is available at Viad’s website at www.viad.com/pdf/corpgovernance/CodeofEthics.pdf and is also
available without charge to any shareholder upon request by writing to: Viad Corp, 1850 North Central Avenue, Suite 1900,
Phoenix, Arizona 85004-4565, Attention: Corporate Secretary.

Item 11. Executive Compensation.

Information regarding executive compensation is contained in the Proxy Statement for the Annual Meeting of Shareholders of
Viad to be held on May 21, 2013, under the caption “Compensation Discussion and Analysis” and is incorporated herein by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of certain beneficial owners and management and information regarding securities
authorized for issuance under equity compensation plans are contained in the Proxy Statement for the Annual Meeting of
Shareholders of Viad to be held on May 21, 2013, under the caption “Information on Stock Ownership,” and is incorporated
herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding director independence, and certain relationships and related transactions, is contained in the Proxy
Statement for the Annual Meeting of Shareholders of Viad to be held on May 21, 2013, under the caption “The Board of
Directors and Corporate Governance,” and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

Information regarding principal accounting fees and services and the pre-approval policies and procedures for such fees and
services, as adopted by the Audit Committee of the Board of Directors, is contained in the Proxy Statement for the Annual
Meeting of Shareholders of Viad to be held on May 21, 2013, under the captions “Fees and Services of Independent Registered
Public Accountants” and “Audit Committee Pre-Approval Policies and Procedures,” and is incorporated herein by reference.

Item 15. Exhibits, Financial Statement Schedules.

PART IV

(a) 1. The financial statements listed in the accompanying Index to Financial Statements are filed as part of this Annual

Report.

2. The exhibits listed in the accompanying Exhibit Index are filed as part of this Annual Report.

(b) Exhibits

See Exhibit Index.

(c) Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts.

36

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Phoenix, Arizona, on the 11th day of
March, 2013.

SIGNATURES

VIAD CORP

By: /s/ PAUL B. DYKSTRA

Paul B. Dykstra
Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the

following persons on behalf of Viad Corp and in the capacities and on the dates indicated:

Date: March 11, 2013

Date: March 11, 2013

Date: March 11, 2013

Date: March 11, 2013

Principal Executive Officer

By: /s/ Paul B. Dykstra

Paul B. Dykstra
Chairman of the Board, President and
Chief Executive Officer

Principal Financial Officer

By: /s/ Ellen M. Ingersoll

Ellen M. Ingersoll
Chief Financial Officer

Principal Accounting Officer

By: /s/ G. Michael Latta

G. Michael Latta
Chief Accounting Officer-Controller

Directors

Daniel Boggan Jr.
Isabella Cunningham
Richard H. Dozer
Jess Hay
Edward E. Mace
Robert E. Munzenrider
Margaret E. Pederson
Albert M. Teplin

By: /s/ Ellen M. Ingersoll

Ellen M. Ingersoll
Attorney-in-Fact

37

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Viad Corp is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities
Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of America and includes those policies and
procedures that:

•

•

•

Pertain to the maintenance of records that
dispositions of the assets of the company;

in reasonable detail accurately and fairly reflect

the transactions and

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of America and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. However, these inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management assessed the effectiveness of Viad’s internal control over financial reporting as of December 31, 2012. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of December 31, 2012, Viad’s internal control over financial

reporting is effective based on those criteria.

Viad’s independent registered public accounting firm, Deloitte & Touche LLP, has issued a report relating to its audit of the

effectiveness of Viad’s internal control over financial reporting, which appears on the following page of this Annual Report.

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of
Viad Corp
Phoenix, Arizona

We have audited the internal control over financial reporting of Viad Corp and subsidiaries (the “Company”) as of
December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board
of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2012, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2012, of the
Company and our report dated March 11, 2013 expressed an unqualified opinion on those consolidated financial statements and
financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Phoenix, Arizona
March 11, 2013

39

INDEX TO FINANCIAL STATEMENTS

F-1
Consolidated Balance Sheets — December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-2
Consolidated Statements of Operations — Years Ended December 31, 2012, 2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . .
F-3
Consolidated Statements of Comprehensive Income — Years Ended December 31, 2012, 2011 and 2010 . . . . . . . . . . . . . .
F-4
Consolidated Statements of Cash Flows — Years Ended December 31, 2012, 2011 and 2010 . . . . . . . . . . . . . . . . . . . . . . . .
F-5
Consolidated Statements of Stockholders’ Equity — Years Ended December 31, 2012, 2011 and 2010 . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-6
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-42
Schedule II – Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-43

Page

40

VIAD CORP

CONSOLIDATED BALANCE SHEETS

Assets
Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowance for doubtful accounts of $1,150 and $1,072,

respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments and assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,

2012

2011

(in thousands, except share data)

$ 114,171

$ 100,376

62,756
35,656
26,301
15,534

254,418
197,298
32,416
26,104
137,820
2,521

63,583
35,825
24,200
14,647

238,631
173,813
31,051
38,755
133,694
1,884

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 650,577

$ 617,828

Liabilities and Stockholders’ Equity
Current liabilities:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of long-term capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 57,995
107,684
1,347

$ 51,448
97,331
2,018

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension and postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred items and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

167,026
879
37,812
47,828

253,545

150,797
1,221
35,419
44,212

231,649

Commitments and contingencies (Notes 17 and 18)
Stockholders’ equity:

Viad Corp stockholders’ equity:

Common stock, $1.50 par value, 200,000,000 shares authorized, 24,934,981 shares issued . . .
Additional capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned employee benefits and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss):

Unrealized gain on investments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized net actuarial loss and prior service credit, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock in treasury, at cost, 4,694,468 and 4,790,920 shares, respectively . . . . . . . . . . .

Total Viad Corp stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37,402
593,862
(13,034)
(1,301)

275
42,158
(14,968)
(256,333)

388,061
8,971

397,032

37,402
599,188
(13,256)
(2,951)

222
34,648
(12,977)
(264,382)

377,894
8,285

386,179

Total Liabilities and Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 650,577

$ 617,828

See Notes to Consolidated Financial Statements.

F-1

VIAD CORP

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

2012

2010
2011
(in thousands, except per share data)

Revenues:

Exhibition and event services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and environments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel and recreation services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 726,429
175,611
123,191

$670,054
170,496
101,814

$590,444
166,040
88,277

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,025,231

942,364

844,761

Costs and expenses:

Costs of services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible asset impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

818,837
164,532
9,408
(593)
1,303
4,942
—
—

752,679
164,309
7,682
(779)
1,511
3,782
—
—

656,315
173,690
6,422
(584)
1,835
4,222
185
117

Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

998,429

929,184

842,202

Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26,802
20,843

13,180
3,888

Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to noncontrolling interest

Net income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted income per common share
Income from continuing operations attributable to Viad common stockholders . . . . . . . . . . .
Income from discontinued operations attributable to Viad common stockholders . . . . . . . . . .

Net income attributable to Viad common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average outstanding and potentially dilutive common shares . . . . . . . . . . . . . . . . .

Basic income per common share
Income from continuing operations attributable to Viad common stockholders . . . . . . . . . . .
Income from discontinued operations attributable to Viad common stockholders . . . . . . . . . .

Net income attributable to Viad common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,959
624

6,583
(686)

5,897

0.26
0.03

0.29

20,005

0.26
0.03

0.29

$

$

$

$

$

2,559
1,742

817
262

1,079
(636)

9,292
451

9,743
(533)

$

$

$

$

$

9,210

$

443

0.43
0.02

0.45

20,055

0.43
0.02

0.45

$

$

$

$

0.01
0.01

0.02

20,277

0.01
0.01

0.02

Weighted-average outstanding common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,701

19,719

19,955

Dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.28

$

0.16

$

0.16

Amounts attributable to Viad common stockholders
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

5,273
624

5,897

$

$

8,759
451

9,210

$

$

181
262

443

See Notes to Consolidated Financial Statements.

F-2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

VIAD CORP

Net income

Other comprehensive income (loss):

Year Ended December 31,

2012

2011

2010

$ 6,583

(in thousands)
$ 9,743

$ 1,079

Unrealized investment gains (losses) arising during the period, net of tax expense (benefit)

of $33, $(36) and $82 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized foreign currency translation adjustments, net of tax . . . . . . . . . . . . . . . . . . . . . . .
Amortization of net actuarial loss, net of tax expense (benefit) of $(574), $(709) and

53
7,510

(60)
(4,331)

128
7,696

$1,433 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,311)

(1,777)

(2,109)

Amortization of prior service credit, net of tax expense (benefit) of $(433), $(487) and

$17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(680)

(790)

Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,572

(6,958)

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .

Comprehensive income attributable to noncontrolling interest

12,155
(686)

2,785
(533)

84

5,799

6,878
(636)

Comprehensive income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$11,469

$ 2,252

$ 6,242

See Notes to Consolidated Financial Statements.

F-3

VIAD CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Losses (gains) on dispositions of property and other assets . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from share-based compensation arrangements . . . . . . . . . . . . . . . . . . .
Other non-cash items, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in operating assets and liabilities (excluding the impact of acquisitions):

Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets and liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of land—discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from dispositions of property and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities
Payments on debt and capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid on common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock purchased for treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefits from share-based compensation arrangements . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2012

2011

2010

(in thousands)

$

6,583

$

9,743

$

1,079

30,731
11,274
(624)
4,942
—
(206)
7,232
(293)
10,157

142
195
4,310
(4,694)
1,631
926
467
(3,587)

69,186

(27,675)
(23,546)
1,041
322
384
(49,474)

(2,685)
(4,454)
(1,656)
—
293
248

(8,254)

2,337

29,126
(924)
(451)
3,782
—
(42)
4,413
(54)
4,659

(18,092)
3,729
4,372
(3,888)
4,563
4,950
(2,694)
(8,456)

34,736

(21,538)
(41,105)
—
440
—
(62,203)

(7,375)
(3,241)
(5,230)
(1,001)
54
296

28,252
744
(262)
4,222
302
45
3,518
(27)
4,580

(3,042)
6,148
4,637
(6,718)
6,966
2,000
(1,264)
(7,897)

43,283

(17,040)
—
—
14,753
—
(2,287)

(4,900)
(3,275)
(6,906)
—
27
593

(16,497)

(14,461)

(1,501)

2,964

Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of year

13,795
100,376
$114,171

(45,465)
145,841
$100,376

29,499
116,342
$145,841

Supplemental disclosure of cash flow information

Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equipment acquired under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

8,386

$ 10,213

1,103

1,011

$

$

1,088

1,327

$

$

$

7,931

1,131

963

See Notes to Consolidated Financial Statements.

F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

VIAD CORP

Common
Stock

Additional
Capital

Retained
Earnings
(Deficit)

Unearned
Employee
Benefits
and Other

Balance, January 1, 2010 . . . . . . . . . . . . . . . . . . . $37,402 $606,038 $(16,405) $(5,954)
—
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
443
—
Dividends on common stock . . . . . . . . . . . . . . . . . .
— (3,275)
—
Common stock purchased for treasury . . . . . . . . . .
—
—
—
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . .
—
(2,397)
— 1,518
—
ESOP allocation adjustment . . . . . . . . . . . . . . . . . .
Share-based compensation—equity awards . . . . . .
—
—
3,785
Tax deficiencies from share-based

—
—
—
—
—
—

compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized foreign currency translation

adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain on investments . . . . . . . . . . . . . . .
Amortization of prior service credit
. . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2010 . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends on common stock . . . . . . . . . . . . . . . . . .
Common stock purchased for treasury . . . . . . . . . .
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . .
ESOP allocation adjustment . . . . . . . . . . . . . . . . . .
Share-based compensation—equity awards . . . . . .
Tax deficiencies from share-based

compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unrealized foreign currency translation

adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized loss on investments . . . . . . . . . . . . . . . .
Amortization of prior service credit
. . . . . . . . . . . .
Amortization of net actuarial loss . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2011 . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends on common stock . . . . . . . . . . . . . . . . . .
Common stock purchased for treasury . . . . . . . . . .
Employee benefit plans . . . . . . . . . . . . . . . . . . . . . .
ESOP allocation adjustment . . . . . . . . . . . . . . . . . .
Share-based compensation—equity awards . . . . . .
Tax benefits from share-based compensation . . . . .
Unrealized foreign currency translation

—

—
—
—
—
—

(524)

—
—
—
—
—

—

—
—
—
—
8

—

—
—
—
—
3

(4,433)
(19,229)
606,902
37,402
—
9,210
—
—
—
— (3,241)
—
—
—
—
—
—
— (11,086)
—
— 1,490
—
—
—
—
3,688
—

—

—
—
—
—
—

(325)

—
—
—
—
9

—

—
—
—
—
4

—

—
—
—
—
(8)

37,402
—
—
—
—
—
—
—

(2,951)
(13,256)
599,188
—
—
5,897
—
— (5,674)
—
—
—
—
—
(9,456)
— 1,647
—
—
—
4,036
—
—
96

—
adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Unrealized gain on investments . . . . . . . . . . . . . . .
—
Amortization of net actuarial loss . . . . . . . . . . . . . .
—
Amortization of prior service credit
. . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Balance, December 31, 2012 . . . . . . . . . . . . . . . . . $37,402 $593,862 $(13,034) $(1,301)

—
—
—
—
(1)

—
—
—
—
(2)

—
—
—
—
—

Accumulated
Other
Comprehensive
Income
(in thousands)
$23,052
—
—
—
—
—
—

Common
Stock in
Treasury

Total
Viad
Equity

Non-
Controlling
Interest

Total
Stockholders’
Equity

$(266,618) $377,515
—
443
— (3,275)
(6,905)
592
1,518
3,785

(6,905)
2,989
—
—

$7,116
636
—
—
—
—
—

$384,631
1,079
(3,275)
(6,905)
592
1,518
3,785

—

7,696
128
84
(2,109)
—

28,851
—
—
—
—
—
—

—

(4,331)
(60)
(790)
(1,777)
—

21,893
—
—
—
—
—
—
—

7,510
53
(1,311)
(680)
—

—

(524)

7,696
—
128
—
—
84
— (2,109)
11
—

(270,534) 378,959
9,210
—
— (3,241)
(5,230)
295
1,490
3,688

(5,230)
11,381
—
—

—

(325)

— (4,331)
(60)
—
—
(790)
— (1,777)
6
1

(264,382) 377,894
—
5,897
— (5,674)
(1,656)
248
1,647
4,036
96

(1,656)
9,704
—
—
—

7,510
—
—
53
— (1,311)
(680)
—
1
1

—

—
—
—
—
—

7,752
533
—
—
—
—
—

—

—
—
—
—
—

8,285
686
—
—
—
—
—
—

—
—
—
—
—

(524)

7,696
128
84
(2,109)
11

386,711
9,743
(3,241)
(5,230)
295
1,490
3,688

(325)

(4,331)
(60)
(790)
(1,777)
6

386,179
6,583
(5,674)
(1,656)
248
1,647
4,036
96

7,510
53
(1,311)
(680)
1

$27,465

$(256,333) $388,061

$8,971

$397,032

See Notes to Consolidated Financial Statements.

F-5

VIAD CORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of Viad Corp (“Viad” or the “Company”) are prepared in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) and include the accounts of Viad and all of its
subsidiaries. All intercompany account balances and transactions between Viad and its subsidiaries have been eliminated in
consolidation.

Nature of Business

Viad’s reportable segments consist of Marketing & Events U.S., Marketing & Events International and Travel & Recreation

Group.

Marketing & Events Group

The Marketing & Events Group, comprised of Global Experience Specialists, Inc. and affiliates (“GES”), specializes in all
aspects of the design, planning and production of face-to-face events, immersive environments and brand-based experiences for
clients, including show organizers, corporate brand marketers and retail shopping centers. In addition, the Marketing & Events
Group provides a variety of immersive, entertaining attractions and brand-based experiences, sponsored events, mobile marketing
and other branded entertainment and face-to-face marketing solutions for clients and venues, including shopping malls, movie
studios, museums and leading consumer brands.

Travel & Recreation Group

Travel and recreation services are provided by Brewster Inc. (“Brewster”), Glacier Park, Inc. (“Glacier Park”) and Alaskan

Park Properties, Inc. (“Alaska Denali Travel”).

Brewster provides tourism services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster’s
operations include the Banff Gondola, Columbia Icefield Glacier Adventure, motorcoach services, charter and sightseeing
services, tour boat operations, inbound package tour operations and hotel operations, including the Banff International Hotel
acquired on March 7, 2012. The Banff International Hotel is a 162-guest room hotel located in downtown Banff, Alberta, Canada.

Glacier Park operates five lodges, three motor inns and one four-season resort hotel and provides food and beverage
operations, retail operations and tour and transportation services in and around Glacier National Park in Montana and Waterton
Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad.

Alaska Denali Travel operates Denali Backcountry Lodge and Denali Cabins. Denali Backcountry Lodge is a 42-guest room
lodge located within Denali National Park and Preserve in Alaska and the Denali Cabins are 46 guest cabins located near the
entrance to Denali National Park and Preserve. In addition to lodging, Alaska Denali Travel also provides food and beverage
operations and package tour and transportation services in and around Denali National Park and Preserve.

Significant Accounting Policies

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
These estimates and assumptions include, but are not limited to:

•

•

•

Estimated fair value of Viad’s reporting units used to perform annual impairment testing of recorded goodwill;

Estimated allowances for uncollectible accounts receivable;

Estimated provisions for income taxes, including uncertain tax positions;

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

•

•

•

•

•

•

•

Estimated valuation allowances related to deferred tax assets;

Estimated liabilities for losses related to self-insured liability claims;

Estimated liabilities for losses related to environmental remediation obligations;

Estimated sublease income associated with restructuring liabilities;

Assumptions used to measure pension and postretirement benefit costs and obligations;

Assumptions used to determine share-based compensation costs under the fair value method; and

Allocation of purchase price of acquired businesses.

Actual results could differ from these and other estimates.

Cash and Cash Equivalents. Viad considers all highly-liquid investments with remaining maturities when purchased of
three months or less to be cash equivalents. Viad’s cash and cash equivalents consist of cash and bank demand deposits, bank
time deposits and money market mutual funds. The Company’s investments in money market mutual funds are classified as
available-for-sale and carried at fair value.

Inventories.

Inventories, which consist primarily of exhibit design and construction materials and supplies used in
providing convention show services, are stated at the lower of cost (first-in, first-out and specific identification methods) or
market.

Property and Equipment. Property and equipment are stated at cost, net of accumulated depreciation. Property and
equipment are depreciated using the straight-line method over the estimated useful lives of the assets: buildings, 15 to 40 years;
equipment, 3 to 12 years; and leasehold improvements, over the shorter of the lease term or useful life. Property and equipment
are tested for potential impairment whenever events or changes in circumstances indicate that the carrying amount of the long-
lived asset may not be recoverable through undiscounted cash flows.

Capitalized Software. Viad capitalizes certain internal and external costs incurred in developing or obtaining internal use
software. Capitalized costs principally relate to costs incurred to purchase software from third parties, external direct costs of
materials and services, and certain payroll-related costs for employees directly associated with software projects once application
development begins. Costs associated with preliminary project activities, training and other post-implementation activities are
expensed as incurred. Capitalized software costs are amortized using the straight-line method over the estimated useful lives of
the software, ranging from three to ten years. These costs are included in the consolidated balance sheets under the caption
“Property and equipment, net.”

Goodwill. Goodwill is tested for impairment at the reporting unit level on an annual basis on October 31 of each year.
Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more-likely-
than-not reduce the fair value of a reporting unit below its carrying amount. Viad uses a discounted expected future cash flow
methodology (income approach) in order to estimate the fair value of its reporting units for purposes of goodwill impairment
testing. The estimates and assumptions regarding expected future cash flows, discount rates and terminal values require
considerable judgment and are based on market conditions, financial forecasts, industry trends and historical experience. These
estimates, however, have inherent uncertainties and different assumptions could lead to materially different results.

Cash Surrender Value of Life Insurance. Viad has Company-owned life insurance contracts which are intended to fund
the cost of certain employee compensation and benefit programs. These contracts are carried at cash surrender value, net of
outstanding policy loans. The cash surrender value represents the amount of cash the Company could receive if the policies were
discontinued before maturity. The changes in the cash surrender value of the policies, net of insurance premiums, are included as
a component of “Costs of Services” in the consolidated statements of operations.

Self-Insurance Liabilities. Viad is self-insured up to certain limits for workers’ compensation, automobile, product and
general liability, property loss and medical claims. Viad has also retained certain liabilities related to workers’ compensation and

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

general liability insurance claims in conjunction with previously sold operations. Provisions for losses for claims incurred, including
estimated claims incurred but not yet reported, are made based on Viad’s prior historical experience, claims frequency and other
factors. Viad has purchased insurance for amounts in excess of the self-insured levels.

Environmental Remediation Liabilities. Viad has retained certain liabilities representing the estimated cost of
environmental remediation obligations primarily associated with previously sold operations. The amounts accrued primarily
consist of the estimated direct incremental costs, on an undiscounted basis, for contractor and other services related to remedial
actions and post-remediation site monitoring. Environmental remediation liabilities are recorded when the specific obligation is
considered probable and the costs are reasonably estimable. Subsequent recoveries from third parties, if any, are recorded through
discontinued operations when realized.

Fair Value of Financial Instruments. The carrying values of cash and cash equivalents, receivables and accounts payable
approximate fair value due to the short-term maturities of these instruments. The estimated fair value of debt obligations is
disclosed in Note 9.

Foreign Currency Translation. Viad conducts its foreign operations primarily in Canada, the United Kingdom, Germany
and to a lesser extent in certain other countries. The functional currency of Viad’s foreign subsidiaries is their local currency.
Accordingly, for purposes of consolidation, Viad translates the assets and liabilities of its foreign subsidiaries into U.S. dollars at
the foreign exchange rates in effect at the balance sheet date. The unrealized gains or losses resulting from the translation of these
foreign denominated assets and liabilities are included as a component of accumulated other comprehensive income in Viad’s
consolidated balance sheets. In addition, for purposes of consolidation, the revenues, expenses and gains and losses related to
Viad’s foreign operations are translated into U.S. dollars at the average foreign exchange rates for the period.

Revenue Recognition. Viad recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred
or services have been rendered, the sales price is fixed or determinable and collectability is reasonably assured. GES derives
revenues primarily by providing show services to exhibitors participating in exhibitions and events and from the design,
construction and refurbishment of exhibit booths and holiday themed environments. Service revenue is recognized at the time
services are performed. Exhibits and environments revenue is accounted for using the completed-contract method as contracts are
typically completed within three months of contract signing. The Travel & Recreation Group generates revenues through its
attractions, hotels and transportation and sightseeing services. Revenues are recognized at the time services are performed.

Share-Based Compensation. Viad recognizes and measures compensation costs related to all share-based payment awards
using the fair value method of accounting. These awards generally include restricted stock, performance-based restricted stock
(“PBRS”), stock options and liability-based awards (including performance units, restricted stock units and performance-based
restricted stock units).

The fair value of restricted stock and PBRS awards are based on Viad’s stock price on the date of grant. Viad issues restricted
stock and PBRS awards from shares held in treasury. Future vesting of restricted stock and PBRS is generally subject to
continued employment with Viad or its subsidiaries. Holders of restricted stock and PBRS have the right to receive dividends and
vote the shares, but may not sell, assign, transfer, pledge or otherwise encumber the stock, except to the extent restrictions have
lapsed.

Restricted stock awards vest between three and five years from the date of grant. Share-based compensation expense related
to restricted stock is recognized using the straight-line method over the requisite service period of approximately three years
except for certain awards with a five-year vesting period whereby expense is recognized based on an accelerated multiple-award
approach over a five-year period. For these awards, 40 percent of the shares vest on the third anniversary of the grant and the
remaining shares vest in 30 percent increments over the subsequent two anniversary dates.

Share-based compensation expense related to PBRS awards is recognized based on an accelerated multiple-award approach
over the requisite service period of approximately three years. PBRS vests when certain incentive performance targets established
in the year of grant are achieved at target levels. PBRS is subject to a graded vesting schedule whereby one third of the earned
shares vest after the first year and the remaining earned shares vest in one-third increments each year over the next two years on
the first business day in January. The fair value of each stock option grant is estimated on the date of grant using the Black-
Scholes option pricing model. Share-based compensation expense related to stock option awards is recognized using the straight-

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

line method over the requisite service period of approximately five years. The exercise price of stock options is based on the
market value of Viad’s common stock at the date of grant. Stock options granted also contain certain forfeiture and non-compete
provisions.

Liability-based awards (including grants of restricted stock units and PBRS units awarded to key employees at certain of the
Company’s Canadian operations) are recorded at estimated fair value, based on the number of units expected to vest and the level
of achievement of predefined performance goals (where applicable) and are remeasured on each balance sheet date based on
Viad’s stock price until the time of settlement. To the extent earned, liability-based awards are settled in cash based on Viad’s
stock price. Compensation expense related to liability-based awards is recognized ratably over the requisite service period of
approximately three years.

Common Stock in Treasury. Common stock purchased for treasury is recorded at historical cost. Subsequent share

reissuances are primarily related to share-based compensation programs and recorded at weighted-average cost.

Income Per Common Share. Viad applies the two-class method in calculating income per common share as unvested
share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities. Accordingly,
such securities are included in the earnings allocation in calculating income per share. Furthermore, Viad funds its matching
contributions to employees’ 401(k) accounts through the Company’s leveraged Employee Stock Ownership Plan (“ESOP”)
feature of the Company’s 401(k) defined contribution plan. ESOP shares are treated as outstanding for income per share
calculations.

Impact of Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance related to goodwill impairment
testing, which is codified in Accounting Standards Codification (“ASC”) Topic 350. The new guidance simplifies how entities
test goodwill for impairment and permits an entity to first assess qualitative factors to determine whether it is more-likely-than-
not that the fair value of a reporting unit is less than its carrying amount. If, after performing the assessment, an entity determines
that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then performing the two-
step impairment test is unnecessary. The guidance is effective for annual and interim goodwill impairment tests performed for
fiscal years beginning after December 15, 2011. The adoption of this new guidance did not have a material impact on Viad’s
financial condition or results of operations. The Company performs its annual goodwill impairment test as of October 31 of each
year.

In February 2013, the FASB issued new guidance related to the reporting of amounts reclassified out of accumulated other
comprehensive income, which is codified in ASC Topic 220. The new guidance requires entities to provide information about the
amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present
significant amounts reclassified out of other comprehensive income by the respective line items of net income in certain
circumstances, or otherwise cross-reference amounts to other disclosures. The guidance is effective for reporting periods
beginning after December 15, 2012, and will not have an impact on Viad’s financial condition or results of operations.

Note 2. Share-Based Compensation

Viad grants share-based compensation awards to officers, directors and certain key employees pursuant to the 2007 Viad Corp
Omnibus Incentive Plan (the “2007 Plan”). The 2007 Plan has a 10-year life and provides for the following types of awards:
(a) incentive and non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units or performance
shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other stock-based awards. The number of shares of
common stock available for grant under the 2007 Plan is limited to 1,700,000 shares plus shares awarded under the 1997 Viad
Corp Omnibus Incentive Plan (which terminated in May 2007) that subsequently cease for any reason to be subject to such
awards (other than by reason of exercise or settlement of the awards to the extent the shares are exercised for, or settled in, vested
and non-forfeited shares) up to an aggregate maximum of 1,500,000 shares. As of December 31, 2012, there were 1,071,632 total
shares available for future grant.

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The following table summarizes share-based compensation expense:

Restricted stock/PBRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance unit incentive plan (“PUP”)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock units/PBRS units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,267
2,922
593
450

(in thousands)
$ 3,042
714
537
120

Total share-based compensation before income tax benefit . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit

7,232
(2,574)

4,413
(1,594)

$ 2,821
(3)
447
253

3,518
(1,225)

Total share-based compensation, net of income tax benefit . . . . . . . . . . . . . . . . . . . . . .

$ 4,658

$ 2,819

$ 2,293

2012

2011

2010

In addition, $253,000, $124,000 and $519,000 of costs associated with share-based compensation were included in
restructuring expense in 2012, 2011 and 2010, respectively. Of the 2012 amount, $94,000 related to the PUP awards presented
below. No share-based compensation costs were capitalized during 2012, 2011 or 2010.

Restricted Stock and PBRS. The following table summarizes restricted stock and PBRS activity:

Restricted Stock

PBRS

Balance at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares

390,810
157,900
(65,961)
—
(4,250)

478,499
191,850
(91,212)
(7,115)

572,022
168,050
(219,571)
(4,150)

Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . .

516,351

Weighted-Average
Grant Date
Fair Value

$24.59
19.30
34.42
—
22.55

21.51
22.70
31.31
20.81

20.36
20.46
18.26
24.80

21.25

Shares

174,927
—
(29,547)
(126,550)
—

18,830
—
(18,414)
—

416
—
(416)
—

—

Weighted-Average
Grant Date
Fair Value

$20.77
—
35.31
15.36
—

33.02
—
33.42
—

15.36
—
15.36
—

—

The grant date fair value of restricted stock which vested during 2012, 2011 and 2010 was $4.0 million, $2.9 million and $2.3
million, respectively. The grant date fair value of PBRS which vested during 2012, 2011 and 2010 was $6,000, $615,000 and $1.0
million, respectively. As of December 31, 2012, the unamortized cost of all outstanding stock awards was $4.0 million, which
Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years.
During 2012, 2011 and 2010, the Company repurchased 56,885 shares for $1.1 million, 28,627 shares for $679,000 and 28,407
shares for $573,000, respectively, related to tax withholding requirements on vested share-based awards.

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Liability-Based Awards. The following table summarizes the liability-based award activity:

Restricted Stock Units

PBRS Units

PUP Awards

Balance at January 1, 2010 . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2010 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . .

Units

13,700
12,350
—
—

26,050
12,550
—
—

Balance at December 31, 2011 . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . .

38,600
15,850
(13,100)
(850)

Balance at December 31, 2012 . . . . . . . . . .

40,500

Weighted-Average
Grant Date
Fair Value

$15.36
19.20
—
—

17.18
23.01
—
—

19.07
20.57
15.36
20.89

20.82

Weighted-Average
Grant Date
Fair Value

$15.36
—
15.36
15.36

15.36
—
15.36
—

15.36
—
15.36
—

—

Units

13,900
—
(1,958)
(8,028)

3,914
—
(1,958)
—

1,956
—
(1,956)
—

—

Weighted-Average
Grant Date
Fair Value

$33.81
—
—
—

33.81
23.02
—
33.81

23.02
20.60
—
—

21.70

Units

102,960
—
—
—

102,960
95,500
—
(102,960)

95,500
115,100
—
—

210,600

As of December 31, 2012 and 2011, Viad had aggregate liabilities recorded of $633,000 and $475,000, respectively, related to
restricted stock unit and PBRS unit liability awards. A portion of the 2009 PBRS unit awards vested effective December 31, 2009
and cash payouts of $35,000 and $52,000 were distributed in January 2012 and January 2011, respectively. Similarly, a portion of
the 2009 restricted stock unit awards vested in February 2012 and cash payouts of $257,000 were distributed in February 2012.

As of December 31, 2012 and 2011, Viad had liabilities recorded of $3.7 million and $714,000, respectively, related to PUP
awards. There were no PUP awards which vested or cancelled during 2012 or 2011. Furthermore, there were no cash settlements
of PUP awards during 2012 or 2011. No PUP awards were granted in 2010 and no other PUP awards vested during 2012, 2011 or
2010.

Stock Options. The following table summarizes stock option activity:

Options outstanding at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Options outstanding at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Options outstanding at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares

541,718
280,900
(22,311)
(36,513)

763,794
(14,616)
(164,977)

584,201
(12,099)
(208,206)

Options outstanding at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

363,896

Weighted-
Average
Exercise Price

$25.74
19.20
23.21
26.34

23.38
20.14
23.88

23.32
19.41
25.81

22.03

Options
Exercisable

462,683

451,194

396,688

276,009

As of December 31, 2012, the total unrecognized cost related to non-vested stock option awards was $104,000. Viad expects
to recognize such costs in the consolidated financial statements over a weighted-average period of less than one year. No stock
options were granted in 2012 or 2011.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The following table summarizes information concerning stock options outstanding and exercisable as of December 31, 2012:

Range of Exercise Prices

$19.20 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$19.57 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$23.28 to $31.92 . . . . . . . . . . . . . . . . . . . . . .
$33.81 to $38.44 . . . . . . . . . . . . . . . . . . . . . .

Shares

247,867
43,796
29,433
42,800

$19.20 to $38.44 . . . . . . . . . . . . . . . . . . . . . .

363,896

Options Outstanding

Options Exercisable

Weighted-Average
Remaining
Contractual Life

Weighted-
Average
Exercise Price

7.0 years
0.3 years
1.1 years
1.7 years

5.1 years

$19.20
19.57
29.43
35.86

22.03

Weighted-
Average
Exercise Price

$19.20
19.57
29.76
36.12

22.64

Shares

166,740
43,796
27,433
38,040

276,009

In addition to the above, Viad had stock options outstanding which were granted to employees of MoneyGram International,
Inc. prior to the spin-off of that company. As of December 31, 2012, there were 2,267 of such options outstanding and
exercisable, both with an exercise price of $19.57. The weighted-average remaining contractual life of these options outstanding
was less than one year. During 2012, 135 options were exercised by employees of MoneyGram International, Inc. at an exercise
price of $19.57.

Stock options granted in 2010 were for a term of 10 years and became exercisable one third after one year, another third after
two years and the balance after three years from the date of grant. Stock options granted between 2004 and 2008 were for
contractual terms of seven years and become exercisable, based on a graded vesting schedule, in annual increments of 20 percent
beginning one year after the grant date and become fully exercisable after five years from the date of grant. Stock options granted
in 2003 were for a term of 10 years and became exercisable one third after one year, another third after two years and the balance
after three years from the date of grant. Stock options granted in calendar years 2002 and prior were for a contractual term of 10
years and became exercisable 50 percent after one year from the date of grant with the balance exercisable after two years from
the date of grant.

The fair value of the 2010 stock option grant was estimated on the date of grant using the Black-Scholes option pricing model
assuming Viad’s expected stock price volatility of 33.2 percent, a five year expected period of time the stock options will remain
outstanding, an expected dividend yield on Viad common stock of 0.8 percent and a risk-free interest rate estimate of 2.44
percent. The expected dividend yield was based on Viad’s expectation of future dividend payouts. The volatility assumption was
based on Viad’s daily historical stock price volatility during the time period that corresponds to the expected weighted-average
life of the option. The expected life (estimated period of time outstanding) of stock options granted was estimated based on
historical exercise activity. The risk-free interest rate assumption was based on the interest rate of a U.S. Treasury strip for a five-
year term from the date the option was granted.

Additional information pertaining to stock options is provided in the table below:

Total intrinsic value of stock options outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total intrinsic value of stock options exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of stock options vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash received from the exercise of stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax benefits (deficiencies) realized for tax deductions related to stock option exercises

2012

2011

2010

(in thousands)

$2,329
$ 296
$ 539
$ 248

$ — $2,341
$ 544
$ 325
$ 404
$ 682
$ 593
$ 296

and performance-based awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

96

$(325)

$ (524)

The aggregate intrinsic value of stock options outstanding in the table above represents the difference between Viad’s closing
stock price on December 31 of each year and the exercise price, multiplied by the number of in-the-money options. The intrinsic
value of stock options outstanding therefore changes based on changes in the fair market value of Viad’s common stock.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Note 3. Acquisition of Businesses

On March 7, 2012, Viad acquired the Banff International Hotel and related assets for $23.6 million in cash. The Banff
International Hotel is a 162-guest room hotel located in downtown Banff, Alberta, Canada and is operated by Brewster within the
Travel & Recreation Group. The following information represents the final amounts assigned to the assets and liabilities of the
Banff International Hotel as of the date of acquisition:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total liabilities acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in thousands)

$

10
23
33
20,408
1,890
1,323

23,687

(64)
(67)

(131)

Purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$23,556

The Company recorded $1.9 million of goodwill in connection with the transaction, which is included in the Travel &
Recreation Group. The primary factor that contributed to a purchase price resulting in the recognition of goodwill relates to future
growth opportunities. The goodwill is partially deductible for tax purposes pursuant to regulations in Canada. The amount
assigned to other intangible assets of $1.3 million relates to an operating contract and customer relationships. The weighted-
average amortization period related to the other intangible assets was 7.7 years. Included in the “Property and equipment” caption
above are certain leasehold interests of $7.9 million for which the Company is considered to have perpetual use rights of the land
related to the Banff International Hotel. These land interests are not subject to amortization. The transaction costs related to the
acquisition were insignificant. The results of operations of the Banff International Hotel have been included in Viad’s
consolidated financial statements from the date of acquisition.

On September 16, 2011, Viad acquired the Denali Backcountry Lodge and Denali Cabins for $15.3 million in cash. Denali
Backcountry Lodge is a 42-guest room lodge located within Denali National Park and Preserve in Alaska and Denali Cabins
consist of 46 guest cabins near the entrance to Denali National Park and Preserve. These properties are operated by Alaska Denali
Travel within the Travel & Recreation Group. The Company recorded $3.2 million of goodwill in connection with the
transaction. The amount assigned to other intangible assets of $626,000 relates to customer relationships.

On June 29, 2011, Viad acquired St. Mary Lodge & Resort (“St. Mary”) for $15.3 million in cash. St. Mary is a 115-guest
room hotel located outside of Glacier National Park’s east entrance and is operated by Glacier Park within the Travel &
Recreation Group. The Company recorded $3.1 million of goodwill in connection with the transaction. The amount assigned to
other intangible assets of $60,000 relates to a non-amortized business license.

On January 5, 2011, Viad acquired Grouse Mountain Lodge for $10.5 million in cash. Grouse Mountain Lodge is located in
Whitefish, Montana and is operated by Glacier Park within the Travel & Recreation Group. The Company recorded $1.3 million
of goodwill in connection with the transaction. The amount assigned to other intangible assets of $400,000 relates to a non-
amortized business license.

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The following information represents the aggregate amounts assigned to the assets and liabilities of the acquisitions that

occurred during 2011:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in thousands)

$

30
870
32,905
7,645
1,086

42,536

(821)
(198)
(382)

Total liabilities acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,401)

Purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$41,135

The primary factor that contributed to the recognition of goodwill for the 2011 acquisitions relates to future growth
opportunities. The acquired goodwill is included in the Travel & Recreation Group and is deductible for tax purposes over a
period of 15 years. The transaction costs related to the acquisitions were insignificant. The results of operations of the
acquisitions have been included in Viad’s consolidated financial statements from the date of each acquisition.

The following table summarizes the unaudited pro forma results of operations attributable to Viad, assuming that the

acquisitions had each been completed at the beginning of each year:

2012

2011

(in thousands, except per
share data)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,025,681
30,935
41,831
5,251
5,875
0.29
0.29

$954,766
30,619
28,186
10,379
10,830
0.53
0.53

Note 4.

Inventories

The components of inventories as of December 31 were as follows:

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$16,422
19,234

$18,297
17,528

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$35,656

$35,825

2012

2011

(in thousands)

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Note 5. Property and Equipment

Property and equipment as of December 31 consisted of the following:

Land and land interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equipment and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 26,124
137,293
310,448

$ 18,134
109,077
310,186

Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

473,865
(276,567)

437,397
(263,584)

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 197,298

$ 173,813

2012

2011

(in thousands)

Included in the “Equipment and other” caption above are capitalized costs incurred in developing or obtaining internal use
software. The net carrying amount of capitalized software was $14.2 million and $14.9 million as of December 31, 2012 and
2011, respectively.

Included in the “Land and land interests” caption above are certain leasehold interests in land within the Travel & Recreation
Group for which the Company is considered to have perpetual use rights. The carrying amount of these leasehold interests was
$10.6 million and $2.6 million at December 31, 2012 and 2011, respectively. These land interests are not subject to amortization.

Depreciation expense was $30.0 million, $28.4 million and $27.3 million for 2012, 2011 and 2010, respectively. During 2010,
Viad recorded impairment losses of $117,000 at the Travel & Recreation Group related to a tour boat at the Travel & Recreation
Group. No impairment losses were recorded during 2012 or 2011.

Note 6. Other Investments and Assets

As of December 31 other investments and assets consisted of the following:

Cash surrender value of life insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Workers’ compensation insurance security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

$19,142
3,350
9,924

$18,812
4,658
7,581

Total other investments and assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$32,416

$31,051

2012

2011

(in thousands)

Note 7. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill were as follows:

Marketing &
Events U.S.

Marketing &
Events
International

Travel &
Recreation
Group

Total

Balance at January 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .

Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . .
Business acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . .

$62,686
—
—

62,686
—
—

(in thousands)

$22,455
—
(257)

22,198
—
856

$42,300
7,645
(1,135)

$127,441
7,645
(1,392)

48,810
1,890
1,380

133,694
1,890
2,236

Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . .

$62,686

$23,054

$52,080

$137,820

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The following table summarizes goodwill by reporting unit and segment as of December 31:

Marketing & Events Group:
Marketing & Events U.S.
Marketing & Events International:
United Kingdom (Melville GES)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GES Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Marketing & Events Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Travel & Recreation Group:

Brewster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Glacier Park . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alaska Denali Travel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

(in thousands)

$ 62,686

$ 62,686

13,894
9,160

85,740

44,435
4,461
3,184

52,080

13,291
8,907

84,884

41,165
4,461
3,184

48,810

Total Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$137,820

$133,694

For impairment testing purposes, the goodwill related to the Marketing & Events U.S. segment is assigned to and tested at the
operating segment level. Furthermore, the goodwill related to the Marketing & Events International segment is assigned to and
tested based on the segment’s geographical operations. For the Marketing & Events International segment the reporting units are
United Kingdom (Melville GES) and Canada. Brewster, Glacier Park and Alaska Denali Travel are considered reporting units for
goodwill impairment testing purposes within the Travel & Recreation Group.

As a result of the Company’s most recent analysis performed in October 2012, the excess of the estimated fair values over the
carrying values (expressed as a percentage of the carrying amounts) under step one of the impairment test was 126 percent, 67
percent and 34 percent for each of the Marketing & Events Group reporting units in the United States, the United Kingdom
(Melville GES) and Canada, respectively. For the Brewster, Glacier Park and Alaska Denali Travel reporting units, the excess of
the estimated fair value over the carrying value was 58 percent, 37 percent and 14 percent, respectively, as of the most recent
impairment test. Significant reductions in the Company’s expected future revenues, operating income or cash flow forecasts and
projections, or an increase in reporting unit cost of capital, could trigger additional impairment testing, which may result in
impairment losses.

During 2010, Viad recorded impairment losses of $185,000 related to other intangible assets at the Travel & Recreation
Group. As of December 31, 2012, Viad had cumulative goodwill impairment losses of $225.2 million since the adoption of the
goodwill impairment testing provisions of ASC Topic 350.

A summary of other intangible assets as of December 31, 2012 is presented below:

Amortized intangible assets:

Customer contracts and relationships . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

Gross Carrying
Value

Accumulated
Amortization

Net Carrying
Value

(in thousands)

$3,594
959

4,553

$(2,384)
(108)

(2,492)

$1,210
851

2,061

Unamortized intangible assets:

Business licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

460

—

460

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$5,013

$(2,492)

$2,521

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

A summary of other intangible assets as of December 31, 2011 is presented below:

Amortized intangible assets:

Customer contracts and relationships . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

Gross Carrying
Value

Accumulated
Amortization

Net Carrying
Value

(in thousands)

$3,122
68

3,190

$(1,736)
(30)

(1,766)

$1,386
38

1,424

Unamortized intangible assets:

Business licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

460

—

460

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,650

$(1,766)

$1,884

Intangible asset amortization expense for 2012, 2011 and 2010 was $693,000, $772,000 and $954,000, respectively. The
weighted-average amortization period of customer contracts and relationships and other amortizable intangible assets is
approximately 3.7 years and 4.8 years, respectively. Estimated amortization expense related to amortized intangible assets for
future years is expected to be as follows:

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in thousands)
$712
$426
$255
$199
$445
$ 24

Note 8. Accrued Liabilities and Other

As of December 31 other current liabilities consisted of the following:

2012

2011

(in thousands)

Continuing operations:

Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insured liability accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued sales and use taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued employee benefit costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued foreign income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

$ 50,172
25,067
8,501
4,084
3,179
3,132
2,053
28
9,998

$49,182
22,587
6,697
2,303
1,668
3,730
827
234
8,185

Discontinued operations:

Environmental remediation liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insured liability accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

106,214

95,413

571
527
372

755
639
524

1,470

1,918

Total other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$107,684

$97,331

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

As of December 31 other deferred items and liabilities consisted of the following:

Continuing operations:

Self-insured liability accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

$15,579
8,061
3,140
2,024
6,734

$14,403
5,538
4,647
1,219
5,900

2012

2011

(in thousands)

Discontinued operations:

Self-insured liability accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Environmental remediation liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

35,538

31,707

5,188
4,745
1,053
1,304

5,351
4,999
1,022
1,133

12,290

12,505

Total other deferred items and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$47,828

$44,212

Note 9. Debt

Long-term capital lease obligations as of December 31 were as follows:

Capital lease obligations, 6.4% (2012) and 6.2% (2011) weighted-average interest rate at

December 31, due to 2017

Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

(in thousands)

$ 2,226
(1,347)

$ 3,239
(2,018)

Long-term capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

879

$ 1,221

Effective May 18, 2011, Viad entered into an amended and restated revolving credit agreement (the “Credit Facility”). The
Credit Facility provides for a $130 million revolving line of credit, which may be increased up to an additional $50 million under
certain circumstances. The term of the Credit Facility is five years (expiring on May 18, 2016) and borrowings are to be used for
general corporate purposes (including permitted acquisitions) and to support up to $50 million of letters of credit. The lenders
have a first perfected security interest in all of the personal property of Viad and GES, including 65 percent of the capital stock of
top-tier foreign subsidiaries. In April 2011, Viad paid off its outstanding borrowing under the previous credit facility of $4.2
million and as of December 31, 2012, Viad’s total debt of $2.2 million consisted entirely of capital lease obligations. As of
December 31, 2012, Viad had $128.2 million of capacity remaining under its Credit Facility reflecting outstanding letters of
credit of $1.8 million.

Borrowings under the Credit Facility (of which GES is a guarantor) are indexed to the prime rate or the London Interbank
Offered Rate, plus appropriate spreads tied to Viad’s leverage ratio. Commitment fees and letters of credit fees are also tied to
Viad’s leverage ratio. The fees on the unused portion of the Credit Facility are currently 0.35 percent annually.

The Credit Facility contains various affirmative and negative covenants that are customary for facilities of this type, including
a fixed-charge coverage ratio, leverage ratio, minimum cash balance, and dividend limits. Significant other covenants include
limitations on: investments, additional indebtedness, sales/leases of assets, acquisitions, consolidations or mergers and liens on
property. As of December 31, 2012, Viad was in compliance with all covenants.

Effective December 12, 2012, the Credit Facility was amended to remove the limitation on share repurchases of $10 million
in the aggregate per calendar year pursuant to certain conditions. The amendment allows share repurchases unless the Company’s

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

leverage ratio, as defined in the Credit Facility, is greater than 1.50 to 1.00 or a default or an unmatured default, as defined in the
Credit Facility, exists. The amendment also allows dividends to be declared and paid in excess of $10 million in the aggregate per
calendar year, as well as distributions on its capital stock, as defined in the Credit Facility, unless the Company’s leverage ratio,
as defined in the Credit Facility, is greater than 1.50 to 1.00 or a default or an unmatured default, as defined in the Credit Facility,
exists.

As of December 31, 2012, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These
guarantees are not subject to liability recognition in the consolidated financial statements and relate to leased facilities entered
into by the Company’s subsidiary operations. The Company would generally be required to make payments to the respective third
parties under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum
potential amount of future payments that Viad would be required to make under all guarantees existing as of December 31, 2012
would be $21.2 million. These guarantees relate to leased facilities and expire through October 2017. There are no recourse
provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are
no collateral or similar arrangements whereby Viad could recover payments.

Aggregate annual maturities of capital lease obligations as of December 31, 2012 are as follows:

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(in thousands)
$1,421
594
283
34
17

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,349
(123)

Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,226

The gross amount of assets recorded under capital leases as of December 31, 2012 was $5.9 million and accumulated
amortization was $2.9 million. As of December 31, 2011, the gross amount of assets recorded under capital leases and
accumulated amortization was $6.6 million and $3.0 million, respectively. The amortization charges related to assets recorded
under capital leases are included in depreciation expense. See Note 5.

The weighted-average interest rate on total debt was 8.5 percent, 7.8 percent and 12.0 percent, for 2012, 2011 and 2010,
respectively. The weighted average interest rates include the effects of commitment fees and other costs of long-term bank credit.

The estimated fair value of total debt was $2.1 million and $3.0 million as of December 31, 2012 and 2011, respectively. The
fair value of debt was estimated by discounting the future cash flows using rates currently available for debt of similar terms and
maturity.

Note 10. Fair Value Measurements

The fair value of an asset or liability is defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. The fair value guidance requires an entity to
maximize the use of quoted prices and other observable inputs and minimize the use of unobservable inputs when measuring fair
value, and also establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value as
follows:

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.

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Viad measures its money market mutual funds and certain other mutual fund investments at fair value on a recurring basis

using Level 1 inputs. The fair value information related to these assets is summarized in the following tables:

Description

Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Description

Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value Measurements
at December 31, 2012 Using

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobserved
Inputs
(Level 3)

December 31,
2012

(in thousands)

$10,177
1,239

$11,416

$10,177
1,239

$11,416

$—
—

$—

$—
—

$—

Fair Value Measurements
at December 31, 2011 Using

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobserved
Inputs
(Level 3)

December 31,
2011

(in thousands)

$20,862
1,373

$22,235

$20,862
1,373

$22,235

$—
—

$—

$—
—

$—

As of December 31, 2012 and 2011, Viad had investments in money market mutual funds of $10.2 million and $20.9 million,
respectively, which are included in the consolidated balance sheets under the caption “Cash and cash equivalents.” These
investments are classified as available-for-sale and were recorded at fair value. There have been no realized or unrealized gains or
losses related to these investments and the Company has not experienced any redemption restrictions with respect to any of the
money market mutual funds.

As of December 31, 2012 and 2011, Viad had investments in other mutual funds of $1.2 million and $1.4 million,
respectively, which are classified in the consolidated balance sheets under the caption “Other investments and assets.” These
investments were classified as available-for-sale and were recorded at fair value. As of December 31, 2012 and 2011, there were
unrealized gains of $450,000 ($275,000 after-tax) and $366,000 ($222,000 after-tax), respectively, which were included in the
consolidated balance sheets under the caption “Accumulated other comprehensive income (loss).”

The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-

term maturities of these instruments. The estimated fair value of debt obligations is disclosed in Note 9.

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Note 11.

Income Per Share

The following is a reconciliation of the numerators and denominators of diluted and basic per share computations for net

income attributable to Viad:

2012

2011

2010

(in thousands, except per share data)

Basic net income per share
Numerator:
Net income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Allocation to non-vested shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,897
(157)

$ 9,210
(248)

Net income allocated to Viad common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,740

$ 8,962

$

$

443
(11)

432

Denominator:
Weighted-average outstanding common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,701

19,719

19,955

Net income attributable to Viad common stockholders . . . . . . . . . . . . . . . . . . . . . . . .

$

0.29

$

0.45

$

0.02

Diluted net income per share
Numerator:
Net income attributable to Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,897

$ 9,210

$

443

Denominator:
Weighted-average outstanding shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional dilutive shares related to share-based compensation . . . . . . . . . . . . . . . . .

Weighted-average outstanding and potentially dilutive shares . . . . . . . . . . . . . . . . . .

19,701
304

20,005

19,719
336

20,055

19,955
322

20,277

Net income attributable to Viad common stockholders(1)

. . . . . . . . . . . . . . . . . . . . . .

$

0.29

$

0.45

$

0.02

(1) Diluted income per share amount cannot exceed basic income per share.

Options to purchase 110,000, 304,000 and 474,000 shares of common stock were outstanding during 2012, 2011 and 2010,
respectively, but were not included in the computation of dilutive shares outstanding because the effect would be anti-dilutive.
Additionally, 304,000, 336,000 and 322,000 share-based compensation awards were considered dilutive and included in the
computation of diluted income per share in 2012, 2011 and 2010, respectively.

Note 12. Employee Stock Ownership Feature of 401(k) Plan

Viad funds its matching contributions to employees’ 401(k) accounts through the Company’s ESOP portion of the Viad Corp
Capital Accumulation Plan (the “401(k) Plan”). All eligible employees of Viad and its participating affiliates, other than certain
employees covered by collective-bargaining agreements that do not expressly provide for participation of such employees in an
employee stock ownership plan, may participate in the employee stock ownership feature within the 401(k) Plan.

In 1989, the ESOP borrowed $40.0 million (guaranteed by Viad) to purchase treasury shares from the Company. In 2004,
Viad borrowed $12.4 million under its revolving credit agreement to pay in full the outstanding ESOP loan and obtain release of
Viad from its guarantee of the loan. In connection with the loan payoff, the ESOP entered into a $12.4 million loan with Viad
maturing in June 2009 calling for minimum quarterly principal payments of $250,000 plus interest. The same amount,
representing unearned employee benefits, was recorded as a reduction of stockholders’ equity. In 2007, the loan agreement
between the ESOP and Viad was extended to December 31, 2016. As of December 31, 2012, the balance of the ESOP loan was
$1.3 million and is included in the consolidated balance sheets under the caption “Unearned employee benefits and other.” The
liability is reduced as the ESOP makes principal payments on the borrowing, and the amount offsetting stockholders’ equity is
reduced as stock is allocated to employees and benefits are charged to expense. The 401(k) Plan repays the loan using Viad
contributions and dividends received on the unallocated Viad shares held by the 401(k) Plan.

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Information regarding ESOP transactions is as follows:

2012

2011

2010

(in thousands)

Amounts paid by ESOP for:

Debt repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest

$1,647
5

$1,490
8

$1,518
12

Amounts received from Viad as:

Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,604
48

1,435
63

1,444
86

Shares were released for allocation to participants based upon the ratio of the current year’s principal and interest payments to
the sum of the total principal and interest payments expected over the remaining life of the loan. Viad recorded expense of $1.7
million, $1.6 million and $1.5 million in 2012, 2011 and 2010, respectively.

Unallocated shares held by the 401(k) Plan totaled 130,577 and 293,280 as of December 31, 2012 and 2011, respectively.

Shares allocated during 2012 and 2011 totaled 162,703 and 147,089, respectively.

Note 13. Preferred Stock Purchase Rights

Viad had one Preferred Stock Purchase Right (“Right”) outstanding on each outstanding share of common stock pursuant to a
shareholder rights plan (the “Rights Agreement”) adopted by the Board of Directors on February 28, 2002, as adjusted in
connection with Viad’s one-for-four reverse stock split on July 1, 2004, and as amended on February 28, 2012. The Rights
expired and the Rights Agreement terminated on February 28, 2013 on its own terms.

Viad has authorized five million and two million shares of Preferred Stock and Junior Participating Preferred Stock,

respectively, none of which is outstanding.

Note 14.

Income Taxes

The following represents a reconciliation of income tax expense and the amount that would be computed using the statutory

federal income tax rates:

2012

2011

(in thousands)

2010

Computed income tax expense at statutory federal income

tax rate of 35% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of federal provision . . . . . . . . . . . .
Foreign tax rate differentials . . . . . . . . . . . . . . . . . . . . . . . .
U.S. tax on foreign earnings (net of foreign tax credits) . . .
Tax resolutions, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in enacted tax law . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . .
Proceeds from life insurance . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net

$ 9,381
470
(2,031)
(595)
—
—
14,220
(472)
(130)

35.0% $ 4,613
(100)
1.8%
(1,679)
(7.6%)
1,105
(2.2%)
(103)
0.0%
—
0.0%
(55)
53.1%
—
(1.8%)
107
(0.5%)

896
35.0% $
(172)
(0.8%)
(1,560)
(12.7%)
629
8.4%
(0.8%)
(514)
0.0% 1,279
249
(0.4%)
0.0%
(460)
0.8% 1,395

35.0%
(6.7%)
(61.0%)
24.6%
(20.1%)
50.0%
9.7%
(18.0%)
54.6%

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$20,843

77.8% $ 3,888

29.5% $ 1,742

68.1%

In March 2010, the Patient Protection and Affordable Care Act and a related measure, the Health Care and Education
Reconciliation Act of 2010, were both enacted into law. As a result of this legislation, the tax deductions for the portion of the
prescription drug costs for which Viad receives a Medicare Part D subsidy have been eliminated for tax years beginning after
December 31, 2012. Accordingly, during 2010, Viad reduced its deferred tax asset related to its postretirement benefit plan
liability to reflect the change in the tax law. The reduction in the deferred tax asset resulted in an increase to income tax expense
of $1.3 million in 2010.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Viad is subject to regular and recurring audits by the taxing authorities in the jurisdictions in which the Company conducts or
had previously conducted operations. These include U.S. federal and most state jurisdictions, and certain foreign jurisdictions
including Canada, the United Kingdom and Germany.

Viad exercises judgment in determining its income tax provision due to transactions, credits and calculations where the
ultimate tax determination is uncertain. As of December 31, 2012 and 2011, Viad did not have any accrued gross liabilities
associated with uncertain tax positions for continuing operations. As of December 31, 2010, Viad had accrued interest and
penalties related to uncertain tax positions for continuing operations of $146,000. Viad classifies interest and penalties related to
income tax liabilities as a component of income tax expense. During 2011, Viad recorded tax-related interest expense credits of
$146,000.

During 2011 and 2010, Viad recorded tax benefits related to the favorable resolution of tax matters in continuing operations
of $103,000 and $514,000, respectively. These tax resolutions primarily represent the reversal of amounts accrued for tax and
related interest and penalties in connection with uncertain tax positions which were effectively settled or for which there was a
lapse of the applicable statute of limitations.

In addition to the above, Viad had accrued gross liabilities associated with uncertain tax positions for discontinued operations
of $636,000 as of both December 31, 2012 and 2011. In addition, as of December 31, 2012 and 2011, Viad had accrued interest
and penalties related to uncertain tax positions for discontinued operations of $418,000 and $386,000, respectively. Future tax
resolutions or settlements that may occur related to these uncertain tax positions would be recorded through discontinued
operations (net of federal tax effects, if applicable). Viad does not expect any of the unrecognized tax benefits to be recognized
during the next 12 months.

The following represents a reconciliation of the total amounts of liabilities associated with uncertain tax positions (excluding

interest and penalties):

Balance at January 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions taken in prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for lapse of applicable statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions taken in prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for lapse of applicable statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions taken in prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for tax settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions for lapse of applicable statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Continuing
Operations

Discontinued
Operations

(in thousands)
$636
—
—
—

636
—
—
—

636
—
—
—

$—
—
—
—

—
—
—
—

—
—
—
—

Total

$636
—
—
—

636
—
—
—

636
—
—
—

Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$—

$636

$636

Viad’s 2009 through 2012 U.S. federal tax years and various state tax years from 2008 through 2012 remain subject to income
tax examinations by tax authorities. Additionally, 2005 through 2008 remain subject to examination due to net operating loss
carryback claims. In addition, tax years from 2008 through 2012 related to Viad’s foreign taxing jurisdictions also remain subject
to examination.

Viad classifies liabilities associated with uncertain tax positions as non-current liabilities in its consolidated balance sheets
unless they are expected to be paid within the next year. As of December 31, 2012 and 2011, liabilities associated with uncertain
tax positions (including interest and penalties) of $1.1 million and $1.0 million, respectively, were classified as non-current
liabilities.

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Deferred income tax assets and liabilities included in the consolidated balance sheets as of December 31 related to the

following:

Deferred tax assets:

2012

2011

(in thousands)

Pension, compensation and other employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provisions for losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 26,790
25,290
15,229
2,813
1,755
—
5,331

$22,103
25,219
16,038
2,400
3,086
125
1,745

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign deferred tax assets included above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

77,208
(990)
(14,576)

70,716
—
(356)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

61,642

70,360

Deferred tax liabilities:

Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unremitted foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8,801)
(1,306)
(978)
(176)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11,261)

Foreign deferred tax liabilities included above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,024

(7,729)
(1,006)
—
(287)

(9,022)

1,617

United States deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 52,405

$62,955

Viad is required to estimate and record provisions for income taxes in each of the jurisdictions in which the Company
operates. Accordingly, the Company must estimate its actual current income tax liability, and assess temporary differences arising
from the treatment of items for tax purposes, as compared to the treatment for accounting purposes. These differences result in
deferred tax assets and liabilities which are included in Viad’s consolidated balance sheets. The Company must assess the
likelihood that deferred tax assets will be recovered from future taxable income and to the extent that recovery is not likely, a
valuation allowance must be established. The Company uses significant judgment in forming a conclusion regarding the
recoverability of its deferred tax assets and evaluates the available positive and negative evidence to determine whether it is
more-likely-than-not that its deferred tax assets will be realized in the future. As of December 31, 2012 and 2011, Viad had gross
deferred tax assets of $77.2 million and $70.7 million, respectively. These deferred tax assets reflect the expected future tax
benefits to be realized upon reversal of deductible temporary differences, and the utilization of net operating loss and tax credit
carryforwards.

The Company considered all available positive and negative evidence regarding the future recoverability of its deferred tax
assets, including the Company’s recent operating history, taxpaying history and future reversals of deferred tax liabilities. The
Company also evaluated its ability to utilize its foreign tax credits, given its recent utilization history. These tax credits are
subject to a 10-year carryforward period and begin to expire in 2019. Based on the Company’s assessment, it was determined
during the fourth quarter of 2012 that the weight of the evidence indicated that certain deferred tax assets associated with foreign
tax credit carryforwards no longer met the more-likely-than-not test regarding the realization of those assets. Accordingly, the
Company recorded a valuation allowance related to all of its foreign tax credit carryforwards as of December 31, 2012, which
resulted in a charge to income tax expense of $13.4 million. As of December 31, 2012 and 2011, Viad had state and foreign net
operating loss carryforwards of $82.0 million and $91.9 million, respectively, for which the Company had deferred tax assets of
$1.8 million and $2.1 million, respectively. The state and foreign net operating loss carryforwards expire on various dates from
2016 through 2032. During 2012, the Company increased its valuation allowance related to state and foreign net operating loss

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

carryforwards by $805,000. As of December 31, 2012 and 2011, Viad had a valuation allowance of $1.2 million and $356,000,
respectively, related to those state and foreign deferred tax assets. With respect to all other deferred tax assets, management
believes that recovery from future taxable income is more-likely-than-not.

As noted above, Viad uses considerable judgment in forming a conclusion regarding the recoverability of its deferred tax
assets. As a result, there are inherent uncertainties regarding the ultimate realization of these assets, which is primarily dependent
on Viad’s ability to generate sufficient taxable income in future periods. In future periods, it is reasonably possible that the
relative weight of positive and negative evidence regarding the recoverability of Viad’s deferred tax assets may change, which
could result in a material increase in the Company’s valuation allowance. If such an increase in the valuation allowance were to
occur, it would result in increased income tax expense in the period the assessment was made.

As of December 31, 2012, Viad had tax credit carryforwards related to alternative minimum tax of $11.4 million that may be
carried forward indefinitely. Additionally, as of December 31, 2012, Viad had foreign tax credit carryforwards of $13.4 million,
of which $268,000 expire in 2019, $8.3 million expire in 2020, $4.5 million expire in 2021 and $320,000 expire in 2022. As
noted above, the Company recorded a valuation allowance of $13.4 million related to the foreign tax credit carryforwards. Viad
also had general business credits of $519,000 as of December 31, 2012, which expire at various dates from 2028 to 2032.

Viad has not recorded deferred taxes on certain historical unremitted earnings of its Canadian subsidiaries as management
intends to reinvest those earnings in its Canadian operations. As of December 31, 2012, the incremental unrecognized tax liability
(net of estimated foreign tax credits) related to those undistributed earnings was approximately $711,000. To the extent that
circumstances change and it becomes apparent that some or all of those undistributed earnings will be remitted to the U.S., Viad
would accrue income taxes attributable to such remittance.

Income tax expense consisted of the following:

Current:

United States:

2012

2011

2010

(in thousands)

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (272)
2,189
7,652

$(4,643)
1,292
8,163

$(9,286)
677
9,607

Deferred:

United States:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,569

4,812

998

11,127
40
107

11,274

992
(1,560)
(356)

(924)

3,212
(939)
(1,529)

744

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$20,843

$ 3,888

$ 1,742

The aggregate tax benefit realized in connection with the vesting of restricted stock and PBRS and the exercise of stock
options was $96,000 for 2012, which was recorded as a credit to stockholders’ equity. During 2011 and 2010, the Company
recorded tax deficiencies of $325,000 and $524,000, respectively, related to the vesting of restricted stock and PBRS and the
exercise of stock options, which were recorded as charges to stockholders’ equity.

Eligible subsidiaries (including sold and discontinued businesses up to their respective disposition dates) are included in the

consolidated federal and other applicable income tax returns of Viad.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

United States and foreign income from continuing operations before income taxes was as follows:

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (2,843)
29,645

(in thousands)
$(16,227)
29,407

$(22,592)
25,151

Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . .

$26,802

$ 13,180

$ 2,559

2012

2011

2010

Note 15. Pension and Postretirement Benefits

Domestic Plans. Viad has trusteed, frozen defined benefit pension plans that cover certain employees which are funded by
the Company. Viad also maintains certain unfunded defined benefit pension plans which provide supplemental benefits to select
management employees. These plans use traditional defined benefit formulas based on years of service and final average
compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the minimum
funding required by applicable regulations.

Viad also has certain defined benefit postretirement plans that provide medical and life insurance for certain eligible
employees, retirees and dependents. The related postretirement benefit liabilities are recognized over the period that services are
provided by employees. In addition, Viad retained the obligations for these benefits for retirees of certain sold businesses. While
the plans have no funding requirements, Viad may fund the plans.

The components of net periodic benefit cost and other amounts recognized in other comprehensive income of Viad’s pension

plans included the following:

Net Periodic Benefit Cost
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

2010

(in thousands)

$ 104
1,150
(406)
—
491

$ 121
1,189
(563)
—
457

$ 145
1,242
(588)
41
572

Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,339

1,204

1,412

Other Changes in Plan Assets and Benefit Obligations Recognized in Other

Comprehensive Income

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of amortization item:

1,942

1,589

1,190

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost

(491)
—

(457)
—

Total recognized in other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,451

1,132

(572)
(41)

577

Total recognized in net periodic benefit cost and other comprehensive income . . . . . . . .

$2,790

$2,336

$1,989

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The components of net periodic benefit cost and other amounts recognized in other comprehensive income of Viad’s

postretirement benefit plans included the following:

Net Periodic Benefit Cost
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

2010

(in thousands)

$

146
814
(74)
(1,113)
547

$

128
868
(135)
(1,277)
533

$

130
1,039
(160)
(1,171)
608

Net periodic benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

320

117

446

Other Changes in Plan Assets and Benefit Obligations Recognized in Other

Comprehensive Income

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of amortization item:

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit

Total recognized in other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

224
—

(547)
1,113

790

Total recognized in net periodic benefit cost and other comprehensive income . . . . . .

$ 1,110

$

24
—

421
(1,197)

(533)
1,277

768

885

(608)
1,171

(213)

$

233

The following table indicates the funded status of the plans as of December 31:

Funded Plans

Unfunded Plans

Postretirement
Benefit Plans

2012

2011

2012

2011

2012

2011

(in thousands)

Change in benefit obligation:

Benefit obligation at beginning of year . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . .
Actuarial adjustments . . . . . . . . . . . . . . . . .
Plan amendments . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . .

$13,938
—
659
1,419
—
(668)

$12,853
—
678
1,157
—
(750)

$ 10,883
104
491
799
—
(707)

$ 10,352
121
511
609
—
(710)

$ 18,667
146
814
250
—
(1,176)

$ 18,987
128
868
106
—
(1,422)

Benefit obligation at end of year . . . . . . . .

15,348

13,938

11,570

10,883

18,701

18,667

Change in plan assets:

Fair value of plan assets at beginning of

year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . .

9,846
683
763
(668)

Fair value of plan assets at end of year

. . .

10,624

8,858
741
997
(750)

9,846

—
—
707
(707)

—

—
—
710
(710)

—

2,118
100
355
(1,176)

1,397

2,678
217
645
(1,422)

2,118

Funded status at end of year . . . . . . . . . . . . . .

$ (4,724)

$ (4,092)

$(11,570)

$(10,883)

$(17,304)

$(16,549)

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The net amounts recognized in Viad’s consolidated balance sheets under the caption “Pension and postretirement benefits” as

of December 31 were as follows:

Funded Plans

Unfunded Plans

Postretirement
Benefit Plans

2012

2011

2012

2011

2012

2011

Other current liabilities . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . .

$ — $ — $
4,724

4,092

(in thousands)
816
$
10,754

717
10,166

$

392
16,912

$

440
16,109

Net amount recognized . . . . . . . . . . . . . . . . . . . . . .

$4,724

$4,092

$11,570

$10,883

$17,304

$16,549

Amounts recognized in accumulated other comprehensive income as of December 31, 2012 consisted of:

Funded
Plans

Unfunded
Plans

Postretirement
Benefit Plans

Total

(in thousands)

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,052
—

$ 4,548
—

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less tax effect

9,052
(3,433)

4,548
(1,725)

$ 6,706
(2,900)

3,806
(1,443)

$20,306
(2,900)

17,406
(6,601)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,619

$ 2,823

$ 2,363

$10,805

Amounts recognized in accumulated other comprehensive income as of December 31, 2011 consisted of:

Funded
Plans

Unfunded
Plans

Postretirement
Benefit Plans

Total

(in thousands)

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 8,238
—

$ 3,911
—

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less tax effect

8,238
(3,146)

3,911
(1,493)

$ 7,029
(4,013)

3,016
(1,153)

$19,178
(4,013)

15,165
(5,792)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,092

$ 2,418

$ 1,863

$ 9,373

The estimated net actuarial loss for the pension plans that is expected to be amortized from accumulated other comprehensive
income into net periodic pension cost in 2013 is approximately $597,000. The estimated net actuarial loss for the postretirement
benefit plans that is expected to be amortized from accumulated other comprehensive income into net periodic benefit cost in
2013 is approximately $566,000. The estimated prior service credit for the postretirement benefit plans that is expected to be
amortized from accumulated other comprehensive income into net periodic benefit credit in 2013 is approximately $901,000.

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The fair value of the domestic plans’ assets by asset class was as follows:

Description

Domestic Pension Plans:

Fair Value Measurements
at December 31, 2012

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobserved
Inputs
(Level 3)

Total

(in thousands)

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,401
223

$10,624

$10,401
—

$10,401

$ —
223

$223

Postretirement Benefit Plans:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,397

$ 1,397

$ —

$ —
—

$ —

$ —

Description

Domestic Pension Plans:

U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aggregate fixed income securities . . . . . . . . . . . . . . . . . . . . . . .
Long-term fixed income securities . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Postretirement Benefit Plans:

U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Aggregate fixed income securities . . . . . . . . . . . . . . . . . . . . . . .
Long-term fixed income securities . . . . . . . . . . . . . . . . . . . . . . .
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value Measurements
at December 31, 2011

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobserved
Inputs
(Level 3)

(in thousands)

$ —
—
—
—
72
—

$ 72

$ —
—
—
—
222

$222

$2,849
914
2,373
3,412
—
226

$9,774

$ 283
89
1,034
490
—

$1,896

$ —
—
—
—
—
—

$ —

$ —
—
—
—
—

$ —

Total

$2,849
914
2,373
3,412
72
226

$9,846

$ 283
89
1,034
490
222

$2,118

The significant amount of investments held in cash in the domestic pension and postretirement plans as of December 31, 2012
was due to a change in the investment custodian during December 2012. All securities held by the previous custodian were
liquidated to cash and transferred to the new custodian on December 26, 2012. During January and February 2013, the new
custodian invested the plans’ assets in a mix of equities and fixed income securities approximating the same mixes as on
December 31, 2011.

Viad employs a total return investment approach whereby a mix of equities and fixed income securities is used to maximize
the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan
liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity
and fixed income securities. Furthermore, equity securities are diversified across U.S. and non-U.S. stocks, as well as growth and
value. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews and annual
liability measurements.

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Viad utilizes a building-block approach in determining the long-term expected rate of return on plan assets. Historical markets
are studied and long-term historical relationships between equity securities and fixed income securities are preserved consistent
with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run.
Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are
determined. The long-term portfolio return also considers diversification and rebalancing. Peer data and historical returns are
reviewed relative to Viad’s assumed rates for reasonableness and appropriateness.

The following pension and postretirement benefit payments, which reflect expected future service, as appropriate, are

expected to be paid, as well as the Medicare Part D subsidy expected to be received:

Funded
Plans

Unfunded
Plans

Postretirement
Benefit
Plans

Medicare
Part D Subsidy
Receipts

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 784
762
791
737
774
4,200

$ 832
810
795
771
794
4,181

(in thousands)
$1,768
1,760
1,744
1,719
1,647
7,434

$ 268
272
273
273
271
1,267

Foreign Pension Plans. Certain of Viad’s foreign operations also maintain trusteed defined benefit pension plans covering
certain employees which are funded by the companies, and unfunded defined benefit pension plans providing supplemental
benefits to select management employees. These plans use traditional defined benefit formulas based on years of service and final
average compensation. Funding policies provide that payments to defined benefit pension trusts shall be at least equal to the
minimum funding required by applicable regulations. The components of net periodic benefit cost and other amounts recognized
in other comprehensive income included the following:

Net Periodic Benefit Cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Service cost
Interest cost
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

2011

2010

(in thousands)

$ 491
737
(622)
201

$ 366
729
(665)
73

$ 304
780
(597)
54

Net periodic benefit cost

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

807

503

541

Other Changes in Plan Assets and Benefit Obligations Recognized in Other

Comprehensive Income

Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reversal of amortization of net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total recognized in other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

958
(201)

757

1,936
(73)

1,863

299
(54)

245

Total recognized in net periodic benefit cost and other comprehensive income . . . . . . . . .

$1,564

$2,366

$ 786

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

The following table represents the funded status of the plans as of December 31:

Funded Plans

Unfunded Plans

2012

2011

2012

2011

(in thousands)

Change in benefit obligation:

. . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at beginning of year
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment

$13,141
491
607
1,086
(328)
390

$11,453
366
583
1,421
(351)
(331)

$ 2,939
—
130
113
(220)
70

$ 2,929
—
146
173
(231)
(78)

Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15,387

13,141

3,032

2,939

Change in plan assets:

Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment

11,028
860
1,111
(328)
326

10,834
100
709
(351)
(264)

Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . .

12,997

11,028

—
—
220
(220)
—

—

—
—
231
(231)
—

—

Funded status at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (2,390)

$ (2,113)

$(3,032)

$(2,939)

As of December 31, 2012 and 2011, the foreign funded plans had liabilities of $2.4 million and $2.1 million, respectively. The
unfunded plans had liabilities of $3.0 million and $2.9 million at December 31, 2012 and 2011, respectively. These amounts are
each included in the consolidated balance sheets under the caption “Pension and postretirement benefits.”

The net actuarial losses for the foreign funded plans as of December 31, 2012 and 2011 were $5.3 million ($3.9 million after-
tax) and $4.6 million ($3.4 million after-tax), respectively. The net actuarial losses as of December 31, 2012 and 2011 for the
foreign unfunded plans were $366,000 ($271,000 after-tax) and $269,000 ($199,000 after-tax), respectively.

The fair value of the foreign pension plans’ assets by asset category were as follows:

Description

U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canadian fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value Measurements
at December 31, 2012

Quoted Prices
in Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobserved
Inputs
(Level 3)

(in thousands)

$ 1,185
4,494
6,744
197

$12,620

$ —
377
—
—

$ 377

$ —
—
—
—

$ —

Total

$ 1,185
4,871
6,744
197

$12,997

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Fair Value Measurements
at December 31, 2011
Significant
Other
Observable
Inputs
(Level 2)

Quoted Prices
in Active
Markets
(Level 1)

Significant
Unobserved
Inputs
(Level 3)

(in thousands)

Description

U.S. equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canadian fixed income securities . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total

$

977
3,995
5,975
81

$

977
3,639
5,975
81

$11,028

$10,672

$ —
356
—
—

$356

$ —
—
—
—

$ —

The following payments, which reflect expected future service, as appropriate, are expected to be paid:

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018-2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 385
492
612
616
619
3,707

$ 219
218
218
217
216
1,066

Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets. The accumulated

benefit obligations in excess of plan assets as of December 31 were as follows:

Funded
Plans

Unfunded
Plans

(in thousands)

Domestic Plans

Funded Plans

Unfunded Plans

2012

2011

2012

2011

(in thousands)

Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15,348
15,348
10,624

$13,938
13,938
9,846

$11,570
11,322
—

$10,883
10,589
—

Foreign Plans

Funded Plans

Unfunded Plans

2012

2011

2012

2011

Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15,387
14,307
12,997

(in thousands)

$13,141
12,049
11,028

$ 3,032
3,032
—

$ 2,939
2,939
—

Contributions.

In aggregate for both the domestic and foreign plans, the Company anticipates contributing $1.7 million to

the funded pension plans, $1.1 million to the unfunded pension plans and $400,000 to the postretirement benefit plans in 2013.

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Weighted-Average Assumptions. Weighted-average assumptions used to determine benefit obligations as of December 31

were as follows:

Domestic Plans

Funded Plans

Unfunded Plans

Postretirement
Benefit Plans

Foreign Plans

2012

2011

2012

2011

2012

2011

2012

2011

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . .

4.11% 4.92% 3.80% 4.75% 3.85% 4.70% 4.06% 4.60%
3.00% 3.00%
N/A

4.50% 4.50% N/A

N/A

N/A

Weighted-average assumptions used to determine net periodic benefit cost were as follows:

Domestic Plans

Funded Plans

Unfunded Plans

Postretirement
Benefit Plans

Foreign Plans

2012

2011

2012

2011

2012

2011

2012

2011

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . . . . . . . . .
Rate of compensation increase . . . . . . . . . . . . . . . . . . .

4.93% 5.45% 4.75% 5.10% 4.70% 5.10% 4.65% 5.10%
4.65% 6.10% 5.45% 5.50%
4.20% 6.35% N/A
3.00% 3.00%
N/A
N/A

N/A
4.50% 4.50% N/A

N/A

The assumed health care cost trend rate used in measuring the December 31, 2012 accumulated postretirement benefit
obligation was 8.5 percent, declining one-half percent each year to the ultimate rate of five percent by the year 2019 and
remaining at that level thereafter. The assumed health care cost trend rate used in measuring the December 31, 2011 accumulated
postretirement benefit obligation was nine percent, declining one-half percent each year to the ultimate rate of five percent by the
year 2019 and remaining at that level thereafter.

A one-percentage-point increase in the assumed health care cost trend rate for each year would increase the accumulated
postretirement benefit obligation as of December 31, 2012 by approximately $1.8 million and the total of service and interest cost
components by approximately $120,000. A one-percentage-point decrease in the assumed health care cost trend rate for each year
would decrease the accumulated postretirement benefit obligation as of December 31, 2012 by approximately $1.5 million and
the total of service and interest cost components by approximately $97,000.

Multi-employer Plans. Viad contributes to defined benefit pension plans under the terms of collective-bargaining
agreements that cover its union-represented employees. The financial risks of participating in these multi-employer pension plans
generally include the fact that assets contributed to the plan by one employer may be used to provide benefits to employees of
other participating employers. Furthermore, if a participating employer ceases to contribute to the plan, the unfunded obligations
of the plan may be borne by the remaining participating employers. In addition, if Viad were to discontinue its participation in
some of its multi-employer pension plans, the Company may be required to pay those plans a withdrawal liability amount based
on the underfunded status of the plan. Viad also contributes to defined contribution plans pursuant to its collective-bargaining
agreements, which are generally not subject to the funding risks inherent in defined benefit pension plans. The overall level of
Viad’s contributions to its multi-employer plans may significantly vary from year to year based on the demand for union-
represented labor to support the Company’s operations. Viad does not have any minimum contribution requirements for future
periods pursuant to its collective-bargaining agreements for individually significant multi-employer plans.

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Viad’s participation in multi-employer pension plans for the year ended December 31, 2012, is outlined in the following table.
Unless otherwise noted, the most recent Pension Protection Act zone status available in 2012 and 2011 relates to the plan’s year
end as of December 31, 2011 and 2010, respectively, and is based on information received from the plan. Among other factors,
plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans
in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a
financial improvement plan or a rehabilitation plan is either pending or has been implemented.

Pension Fund

Pension
Protection Act
Zone Status

2012

2011

FIP/RP
Status
Pending/
Implemented

EIN

Plan
No.

Viad Contributions

2012

2011

2010

Surcharge
Paid

(in thousands)

Expiration
Date of
Collective-
Bargaining
Agreement(s)

Western Conference of Teamsters Pension

Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91-6145047 001 Green Green

Southern California Local 831—Employer

Pension Fund(1) . . . . . . . . . . . . . . . . . . . . . 95-6376874 001 Green Green
National Electrical Benefit Fund . . . . . . . . . 53-0181657 001 Green Green
Chicago Regional Council of Carpenters

Pension Fund(2) . . . . . . . . . . . . . . . . . . . . . 36-6130207 001 Yellow Yellow
Southwest Carpenters Pension Trust . . . . . . 95-6042875 001 Green Green
Machinery Movers Riggers & Mach Erect
Local 136 Supplemental Retirement
Plan(1) (2)

. . . . . . . . . . . . . . . . . . . . . . . . . . 36-1416355 001 Red

Red

Central States, Southeast and Southwest

Areas Pension Plan . . . . . . . . . . . . . . . . . . 36-6044243 001 Red

Red

New England Teamsters & Trucking

Industry Pension(3)

Red
Steelworkers Pension Trust . . . . . . . . . . . . . 23-6648508 499 Green Green
All other funds(4)

. . . . . . . . . . . . . . . . . . 04-6372430 001 Red

. . . . . . . . . . . . . . . . . . . . .

Total contributions to defined benefit

plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total contributions to other plans . . . . . . . .

Total contributions to multi-employer

plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

No

No
No

No
No

No

No

No
No

11/30/13 to 3/31/15

8/31/2014
5/31/14 to 6/16/14

5/31/13 to 5/31/14
6/30/2015

6/30/2014

3/31/13 to 7/31/15

3/31/2017
3/31/13 to 2/28/15

No

No
No

Yes
No

Yes

Yes

Yes
No

$ 5,694

$ 5,720

$ 4,551

2,358
1,814

1,749
944

930

874

334
326
3,645

2,232
1,691

1,411
1,031

386

725

339
422
3,752

1,870
1,313

1,018
867

710

717

290
425
2,119

18,668
2,001

17,709
1,892

13,880
1,469

$ 20,669

$ 19,601

$ 15,349

(1)

(2)

(3)

The Company contributed more than 5 percent of total plan contributions for the 2011 and 2010 plan years based on the
plans’ Forms 5500.

Zone status as of 6/30/11 and 6/30/10.

Zone status as of 9/30/11 and 9/30/10.

(4) Represents participation in 39 pension funds during 2012.

Other Employee Benefits. Costs of the 401(k) Plan and other benefit plans totaled $1.7 million, $1.3 million and $1.6

million in 2012, 2011 and 2010, respectively.

Note 16. Restructuring Charges

Marketing & Events Group Consolidation

Beginning in 2009, Viad commenced certain restructuring actions designed to reduce the Company’s cost structure primarily
within the Marketing & Events U.S. segment, and to a lesser extent in the Marketing & Events International segment. The
Company implemented a strategic reorganization plan in order to consolidate the separate business units within the Marketing &
Events U.S. segment. The Company also consolidated facilities and streamlined its operations in the United Kingdom and
Germany. As a result, the Company recorded restructuring charges in 2011 and 2010, primarily consisting of severance and
related benefits as a result of workforce reductions and charges related to the consolidation and downsizing of facilities
representing the remaining operating lease obligations (net of estimated sublease income) and related costs. During 2012, the
Company recorded restructuring charges related to leased facility consolidations and optimization of the Marketing & Events
U.S. segment’s service delivery network. The Company expects to incur additional restructuring charges during 2013 primarily
related to facility consolidations.

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Other Restructurings

The Company has recorded restructuring charges in connection with the consolidation of certain support functions at its
corporate headquarters, and certain reorganization activities within the Travel & Recreation Group. These charges primarily
consist of severance and related benefits due to headcount reductions. In addition, the Company had recorded significant
restructuring charges in past years, primarily within the Marketing & Events U.S. segment. These legacy restructuring liabilities
represent the remaining contractual lease obligations on certain facilities, and are subject to periodic adjustments as a result of
changes in estimated sublease activity and other factors. These adjustments can result in reversals of previously recorded
amounts, or additional charges in some cases.

The table below represents a reconciliation of beginning and ending liability balances by major restructuring activity:

Marketing & Events Group
Consolidation

Other Restructurings

Severance &
Employee Benefits

Facilities

Severance &
Employee Benefits

Facilities

Total

Balance at January 1, 2010 . . . . . . . . . . . . . . .
Restructuring charges (recoveries) . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment to liability . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . .

Balance at December 31, 2010 . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment to liability . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . .

Balance at December 31, 2011 . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment to liability . . . . . . . . . . . . . . . . . . .
Foreign currency translation adjustment . . . . .

$ 2,333
2,637
(3,387)
(466)
(11)

1,106
1,182
(1,175)
(294)
12

831
2,506
(2,670)
51
2

$ 6,295
1,180
(2,164)
(258)
(2)

(in thousands)
$ —
542
(292)
(53)
—

5,051
2,519
(2,356)
(397)
2

4,819
2,346
(1,567)
(27)
—

197
26
(199)
—
—

24
90
(114)
—
—

$3,027
(137)
(875)
(373)
—

$11,655
4,222
(6,718)
(1,150)
(13)

1,642
55
(158)
(263)
—

1,276
—
(343)
—
—

7,996
3,782
(3,888)
(954)
14

6,950
4,942
(4,694)
24
2

Balance at December 31, 2012 . . . . . . . . . . . .

$

720

$ 5,571

$ —

$ 933

$ 7,224

As of December 31, 2012, the liability of $720,000 related to severance and employee benefits in the Marketing & Events
Group consolidation is expected to be paid by the end of 2013. Additionally, as of December 31, 2012, the liability of $5.6
million and $933,000 related to facilities in the Marketing & Events Group consolidation and other restructurings, respectively,
relates to future lease payment obligations to be made over the remaining lease terms. See Note 19 for information regarding
restructuring charges by segment.

Note 17. Leases and Other

Viad has entered into operating leases for the use of certain of its offices, equipment and other facilities. These leases expire
over periods up to 40 years. Leases which expire are generally renewed or replaced by similar leases. Some leases contain
scheduled rental increases accounted for on a straight-line basis.

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

As of December 31, 2012, Viad’s future minimum rental payments and related sublease rentals receivable with respect to

non-cancelable operating leases with terms in excess of one year were as follows:

Rental
Payments

Receivable
Under Subleases

(in thousands)

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$17,793
16,320
9,824
6,842
5,288
9,323

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$65,390

$1,592
990
746
494
480
951

$5,253

Net rent expense under operating leases consisted of the following:

Minimum rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$36,309
(6,501)

(in thousands)
$30,860
(6,497)

$29,072
(5,704)

Total rentals, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$29,808

$24,363

$23,368

2012

2011

2010

The aggregate annual maturities and the related amounts representing interest on capital lease obligations are included in Note

9.

In addition, as of December 31, 2012, the Company had aggregate purchase obligations of $32.8 million related to various

licensing agreements, consulting and other contracted services.

Note 18. Litigation, Claims, Contingencies and Other

Viad and certain of its subsidiaries are plaintiffs or defendants to various actions, proceedings and pending claims, some of
which involve, or may involve, compensatory, punitive or other damages. Litigation is subject to many uncertainties and it is
possible that some of the legal actions, proceedings or claims could be decided against Viad. Although the amount of liability as
of December 31, 2012 with respect to these matters is not ascertainable, Viad believes that any resulting liability, after taking into
consideration amounts already provided for and insurance coverage, will not have a material effect on Viad’s business, financial
position or results of operations.

Viad is subject to various U.S. federal, state and foreign laws and regulations governing the prevention of pollution and the
protection of the environment in the jurisdictions in which Viad has or had operations. If the Company has failed to comply with
these environmental laws and regulations, civil and criminal penalties could be imposed and Viad could become subject to
regulatory enforcement actions in the form of injunctions and cease and desist orders. As is the case with many companies, Viad
also faces exposure to actual or potential claims and lawsuits involving environmental matters relating to its past operations.
Although it is a party to certain environmental disputes, Viad believes that any resulting liabilities, after taking into consideration
amounts already provided for and insurance coverage, will not have a material effect on the Company’s financial position or
results of operations. As of December 31, 2012 and 2011, Viad had recorded environmental remediation liabilities of $5.3 million
and $5.8 million, respectively, related to previously sold operations.

As of December 31, 2012, Viad had certain obligations under guarantees to third parties on behalf of its subsidiaries. These
guarantees are not subject to liability recognition in the consolidated financial statements and relate to leased facilities entered
into by Viad’s subsidiary operations. The Company would generally be required to make payments to the respective third parties
under these guarantees in the event that the related subsidiary could not meet its own payment obligations. The maximum
potential amount of future payments that Viad would be required to make under all guarantees existing as of December 31, 2012

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

would be $21.2 million. These guarantees relate to leased facilities expiring through October 2017. There are no recourse
provisions that would enable Viad to recover from third parties any payments made under the guarantees. Furthermore, there are
no collateral or similar arrangements whereby Viad could recover payments.

A significant portion of Viad’s employees are unionized and the Company is a party to approximately 100 collective-
bargaining agreements, with approximately one-third requiring renegotiation each year. As of December 31, 2012, approximately
34 percent of Viad’s regular full-time employees are covered by collective-bargaining agreements. If the Company were unable
to reach an agreement with a union during the collective-bargaining process, the union may call for a strike or work stoppage,
which may, under certain circumstances, adversely impact the Company’s businesses and results of operations. Viad believes that
relations with its employees are satisfactory and that collective-bargaining agreements expiring in 2013 will be renegotiated in the
ordinary course of business without having a material adverse effect on Viad’s operations.

Viad’s businesses contribute to various multi-employer pension plans based on obligations arising under collective bargaining
agreements covering its union-represented employees. Viad’s contributions to these plans in 2012, 2011 and 2010 totaled $20.7
million, $19.6 million and $15.3 million, respectively. Based upon the information available to Viad from plan administrators,
management believes that several of these multi-employer plans are underfunded. The Pension Protection Act of 2006 requires
pension plans underfunded at certain levels to reduce, over defined time periods, the underfunded status. In addition, under
current laws, the termination of a plan, or a voluntary withdrawal from a plan by Viad, or a shrinking contribution base to a plan
as a result of the insolvency or withdrawal of other contributing employers to such plan, would require Viad to make payments to
such plan for its proportionate share of the plan’s unfunded vested liabilities. As of December 31, 2012, the amount of additional
funding, if any, that Viad would be required to make related to multi-employer pension plans is not ascertainable.

Glacier Park operates the concession portion of its business under a concession contract with the U.S. National Park Service
(the “Park Service”) for Glacier National Park. Glacier Park’s original 25-year concession contract with the Park Service that was
to expire on December 31, 2005 has been extended for eight one-year periods and now expires on December 31, 2013. Glacier
Park generated approximately 49 percent of its 2012 revenues through its concession contract for services provided within
Glacier National Park.

On December 14, 2012, the Park Service issued a prospectus soliciting proposals from prospective bidders, including Glacier
Park, for the award of a 16-year concession contract beginning on January 1, 2014. Glacier Park is currently preparing its bid for
the contract, which is due on or before April 16, 2013. Although Viad believes that Glacier Park is well-positioned to win the new
contract, if the Park Service selects a new concessionaire, Glacier Park would be entitled to $25 million for its “possessory
interest,” which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to
the concession property at Glacier National Park during the term of the concession contract, plus an estimated $5 million for the
personal property Glacier Park uses at the facilities covered by the concession contract.

If a new concessionaire is selected by the Park Service, Glacier Park would continue to generate revenue from the four
properties it owns outside of Glacier National Park: Glacier Park Lodge in East Glacier, Montana; Grouse Mountain Lodge in
Whitefish, Montana; St. Mary Lodge & Resort in St. Mary, Montana and the Prince of Wales Hotel in Waterton Lakes National
Park, Alberta, which Glacier Park owns and operates under a 42-year ground lease with the Canadian government running
through January 31, 2052.

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Note 19. Segment Information

Viad measures profit and performance of its operations on the basis of segment operating income which excludes
restructuring charges and recoveries and impairment charges and recoveries. Intersegment sales are eliminated in consolidation
and intersegment transfers are not significant. Corporate activities include expenses not allocated to operations. Depreciation and
amortization and share-based compensation expense are the only significant non-cash items for the reportable segments. No
reportable segment has a client comprising more than 5.2 percent of that segment’s revenues, and no client comprises more than
3.1 percent of Viad’s revenues. Disclosures regarding Viad’s reportable segments with reconciliations to consolidated totals are
as follows:

2012

2011

2010

(in thousands)

Revenues:

Marketing & Events Group:

U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment eliminations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 676,772
240,137
(14,869)

$631,360
218,639
(9,449)

$570,978
197,787
(12,281)

Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

902,040
123,191

840,550
101,814

756,484
88,277

$1,025,231

$942,364

$844,761

Segment operating income (loss):
Marketing & Events Group:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S.
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Corporate activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges:

Marketing & Events U.S.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing & Events International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Impairment losses:

5,579
12,321

17,900
23,962

41,862
(9,408)

32,454
593
(1,303)

(3,479)
(1,373)
(79)
(11)

$ (6,269)
11,449

$ (15,217)
10,088

5,180
20,196

25,376
(7,682)

17,694
779
(1,511)

(3,756)
—
—
(26)

(5,129)
19,885

14,756
(6,422)

8,334
584
(1,835)

(3,232)
(448)
(235)
(307)

Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

(302)

Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . .

$

26,802

$ 13,180

$

2,559

Assets:

Marketing & Events Group:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S.
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 203,145
100,387
223,199
123,846

$213,843
96,996
194,278
112,711

$235,965
83,441
157,562
139,535

$ 650,577

$617,828

$616,503

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

2012

2011

2010

(in thousands)

Depreciation and amortization:
Marketing & Events Group:

U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other

$17,643
5,162
7,781
145

$17,247
5,027
6,674
178

$17,887
4,486
5,648
231

$30,731

$29,126

$28,252

Capital expenditures:

Marketing & Events Group:

U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International
Travel & Recreation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate and other

$ 7,525
4,913
15,201
36

$11,692
5,635
3,271
940

$ 9,050
4,776
3,214
—

$27,675

$21,538

$17,040

Products and Services. Viad’s revenues for each group of products and services are presented in the following table:

Revenues:

Exhibition and event services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and environments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel and recreation services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 726,429
175,611
123,191

$670,054
170,496
101,814

$590,444
166,040
88,277

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,025,231

$942,364

$844,761

2012

2011

2010

(in thousands)

Geographic Areas. Viad’s foreign operations are located principally in Canada, the United Kingdom, Germany and the
United Arab Emirates. Marketing & Events Group revenues are designated as domestic or foreign based on the originating
location of the product or service. Long-lived assets are attributed to domestic or foreign based principally on the physical
location of the assets. Long-lived assets consist of “Property and equipment, net” and “Other investments and assets.” The table
below presents the financial information by major geographic area:

2012

2011

2010

(in thousands)

Revenues:

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other international . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 700,414
151,070
153,027
20,720

$660,998
140,374
124,208
16,784

$590,163
136,066
93,092
25,440

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,025,231

$942,364

$844,761

Long-lived assets:

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other international . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 141,727
76,067
9,757
2,163

$145,217
47,624
8,165
3,858

$117,751
51,182
8,295
3,481

Total long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 229,714

$204,864

$180,709

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

Note 20. Common Stock Repurchases

In December 2012, Viad announced its intent to repurchase up to an additional one million shares of the Company’s common
stock from time to time at prevailing market prices. At the time of the announcement, there were 30,438 shares available for
repurchase pursuant to previously announced authorizations. During 2012, 2011 and 2010 Viad repurchased 23,183 shares for
$526,000, 250,760 shares for $4.6 million and 356,300 shares for $6.3 million, respectively. As of December 31, 2012, 1,030,438
shares remain available for repurchase. Additionally, during 2012, 2011 and 2010, the Company repurchased 56,885 shares for
$1.1 million, 28,627 shares for $679,000 and 28,407 shares for $573,000, respectively, related to tax withholding requirements on
share-based awards.

Note 21. Discontinued Operations

In 2012, Viad recorded income from discontinued operations of $624,000 primarily related to the sale of land associated with
previously sold operations. In 2011 and 2010, Viad recorded income from discontinued operations of $451,000 and $262,000,
respectively, related to the reversal of certain liabilities associated with previously sold operations.

Note 22. Condensed Consolidated Quarterly Results (Unaudited)

The following quarterly financial information was derived from the Company’s interim financial statements and was prepared
in a manner consistent with the annual financial statements and includes all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation.

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands, except per share data)

2012

Revenues: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$268,772

$246,450

$307,457

$202,552

Operating income (loss):

Ongoing operations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

5,533
(1,777)
(2,225)

$ 10,498
(2,187)
(678)

$ 34,182
(2,036)
(608)

$ (8,351)
(3,408)
(1,431)

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

1,531

$

7,633

$ 31,538

$ (13,190)

Income (loss) from continuing operations attributable to

Viad(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to Viad(2)
Diluted income (loss) per common share(2)(3):

Income (loss) from continuing operations attributable to

Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . .

Basic income (loss) per common share(2)(3):

Income (loss) from continuing operations attributable to

Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . .

$
$

$
$

$
$

1,027
1,027

0.05
0.05

0.05
0.05

$
$

$
$

$
$

5,451
6,090

$ 19,976
$ 19,976

$ (21,181)
$ (21,196)

0.27
0.30

0.27
0.30

$
$

$
$

0.99
0.99

0.99
0.99

$
$

$
$

(1.07)
(1.07)

(1.07)
(1.07)

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

VIAD CORP

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

(in thousands, except per share data)

2011

Revenues: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$290,098

$238,692

$216,169

$197,405

Operating income (loss):

Ongoing operations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 17,259
(1,271)
(269)

Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 15,719

Income (loss) from continuing operations attributable to Viad . . .
Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . . . .
Diluted income (loss) per common share(3):

Income (loss) from continuing operations attributable to

Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . .

Basic income (loss) per common share(3):

Income (loss) from continuing operations attributable to

Viad . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Viad . . . . . . . . . . . . . . . . . . . .

$
$

$
$

$
$

9,787
9,787

0.48
0.48

0.48
0.48

$

$

$
$

$
$

$
$

9,862
(1,576)
(1,206)

7,080

4,485
4,485

0.22
0.22

0.22
0.22

$

$

$
$

$
$

$
$

5,412
(2,356)
(75)

$ (7,157)
(2,479)
(2,232)

2,981

$ (11,868)

1,245
1,245

$ (6,758)
$ (6,307)

0.06
0.06

0.06
0.06

$
$

$
$

(0.35)
(0.32)

(0.35)
(0.32)

(1) Represents revenues less costs of services and products sold.

(2)

The fourth quarter of 2012 includes a tax charge of $13.4 million representing a valuation allowance for certain deferred tax
assets associated with foreign tax credit carryforwards.

(3)

The sum of quarterly income per share amounts may not equal annual income per share due to rounding.

Note 23. Subsequent Event

On February 19, 2013, Viad acquired the assets of Resource Creative Limited (“RCL”) for $647,000 (£420,000) in cash,
subject to certain adjustments, plus a deferred payment of up to approximately $280,000 (£180,000). The deferred payment is
subject to RCL’s achievement of certain net revenue targets between the acquisition date and December 31, 2014. RCL is a
United Kingdom-based company specializing in providing creative graphic services to the exhibition, events and retail markets
throughout the United Kingdom and continental Europe. RCL’s operations will be merged with Melville GES’ existing London-
based operation and will relocate to a new unit on site at ExCeL London, where Melville GES was recently appointed to supply
graphics to ExCeL London’s in-house advertising sales agency, InVision.

F-41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Viad Corp
Phoenix, Arizona

We have audited the accompanying consolidated balance sheets of Viad Corp and subsidiaries (the “Company”) as of
December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows and
stockholders’ equity for each of the three years in the period ended December 31, 2012. Our audits also included the financial
statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated March 11, 2013 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP
Phoenix, Arizona
March 11, 2013

F-42

VIAD CORP
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Additions

Deductions

Description

Allowance for doubtful accounts:

Balance at
Beginning Charged to

of Year

Expense

Charged to
Other

Balance at
Accounts Write Offs Accounts End of Year

Credited
to Other

(in thousands)

December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,892
1,172
1,072

615
1,696
708

Deferred tax valuation allowance:

December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 162
411
356

411
—
14,220

—
—
—

—
—
—

(3,335)
(1,796)
(630)

(162)
(55)
—

—
—
—

—
—
—

$ 1,172
1,072
1,150

$

411
356
14,576

F-43

Exhibits. #

3.A

3.B

4.A1

4.A2

4.B

10.A1

10.A2

10.A3

10.A4

10.A5

10.A6

10.A7

10.A8

10.A9

10.A10

10.A11

EXHIBIT INDEX

Copy of Restated Certificate of Incorporation of Viad Corp, as amended through July 1, 2004, filed as Exhibit 3.A
to Viad Corp’s Form 10-Q for the period ended June 30, 2004, is hereby incorporated by reference (SEC File No.
001-11015; SEC Film No. 04961107).

Copy of Bylaws of Viad Corp, as amended through February 23, 2011, filed as Exhibit 3 to Viad Corp’s Form 8-K
filed March 1, 2011, is hereby incorporated by reference.

Copy of $130,000,000 Amended and Restated Credit Agreement dated as of May 18, 2011 and Affirmation and
Amendment of Collateral Documents dated as of May 18, 2011, filed as Exhibit 4 to Viad Corp’s Form 8-K filed
May 24, 2011, is hereby incorporated by reference.

Copy of amendment No. 1 to the $130,000,000 Amended and Restated Credit Agreement dated as of May 18,
2011, effective as of December 12, 2012, filed as Exhibit 4 to Viad Corp’s Form 8-K filed December 14, 2012, is
hereby incorporated by reference.

Copy of Pledge and Security Agreement, Guaranty, and Subsidiary Pledge and Security Agreement dated as of June
30, 2004, filed as Exhibit 4.A to Viad Corp’s Form 10-Q for the period ended June 30, 2004, is hereby incorporated
by reference (SEC File No. 001-11015; SEC Film No. 04961107).

Copy of 2007 Viad Corp Omnibus Incentive Plan, filed as Appendix A to Viad Corp’s Proxy Statement for the
2012 Annual Meeting of Shareholders, filed April 13, 2012, is hereby incorporated by reference.+

Copy of form of Restricted Stock Agreement—Executives, effective as of February 25, 2008, pursuant to the 2007
Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.C to Viad Corp’s Form 8-K filed February 28, 2008, is
hereby incorporated by reference (SEC File Number 001—11015).+

Copy of form of Restricted Stock Agreement for Outside Directors, effective as of February 25, 2008, pursuant to
the 2007 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.F to Viad Corp’s Form 8-K filed February 28,
2008, is hereby incorporated by reference (SEC File Number 001—11015).+

Copy of form of Restricted Stock Agreement—Executives (five-year cliff), effective as of March 23, 2011,
pursuant to the 2007 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.A to Viad Corp’s Form 8-K filed
March 29, 2011, is hereby incorporated by reference.+

Copy of form of Restricted Stock Agreement – Executives (three-year cliff vesting), effective as of March 23,
2011, pursuant to the 2007 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.B to Viad Corp’s Form 8-K filed
March 29, 2011, is hereby incorporated by reference. +

Copy of form of Restricted Stock Units Agreement, effective as of March 23, 2011, pursuant to the 2007 Viad Corp
Omnibus Incentive Plan, filed as Exhibit 10.C to Viad Corp’s Form 8-K filed March 29, 2011, is hereby
incorporated by reference. +

Copy of form of Performance Unit Agreement, effective as of March 23, 2011, pursuant to the 2007 Viad Corp
Omnibus Incentive Plan, filed as Exhibit 10.D to Viad Corp’s Form 8-K filed March 29, 2011, is hereby
incorporated by reference.+

Copy of Viad Corp Performance Unit Incentive Plan, effective as of February 27, 2013, pursuant to the 2007 Viad
Corp Omnibus Incentive Plan, filed as Exhibit 10.D to Viad Corp’s Form 8-K filed March 5, 2013, is hereby
incorporated by reference.+

Copy of Viad Corp Management Incentive Plan, amended as of February 27, 2013, pursuant to the 2007 Viad Corp
Omnibus Incentive Plan, filed as Exhibit 10.C to Viad Corp’s Form 8-K filed March 5, 2013, is hereby incorporated
by reference.+

Copy of form of Non-Qualified Stock Option Agreement, effective as of February 25, 2008, pursuant to the 2007
Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.D to Viad Corp’s Form 8-K filed February 28, 2008, is
hereby incorporated by reference (SEC File Number 001—11015).+

Copy of form of Non-Qualified Stock Option Agreement, effective as of February 25, 2010, pursuant to the 2007
Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.B to Viad Corp’s Form 8-K filed February 26, 2010, is
hereby incorporated by reference.+

Exhibits. #

10.A12

10.A13

10.A14

10.A15

10.B1

10.B2

10.B3

10.C1

10.C2

10.C3

10.C4

10.D1

10.D2

10.E

10.F1

Copy of form of Incentive Stock Option Agreement, effective as of February 25, 2010, pursuant to the 2007 Viad
Corp Omnibus Incentive Plan, filed as Exhibit 10.A to Viad Corp’s Form 8-K filed February 26, 2010, is hereby
incorporated by reference.+

Copy of form of Restricted Stock Units Agreement, effective as of February 24, 2009, pursuant to the 2007 Viad
Corp Omnibus Incentive Plan, filed as Exhibit 10.A to Viad Corp’s Form 8-K filed February 26, 2009, is hereby
incorporated by reference.+

Copy of form of Performance-Based Restricted Stock Units Agreement, effective as of February 24, 2009, pursuant
to the 2007 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.B to Viad Corp’s Form 8-K filed February 26,
2009, is hereby incorporated by reference.+

Copy of form of Restricted Stock Agreement – Executives (three-year cliff vesting), effective as of November 29,
2012, pursuant to the 2007 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10 to Viad Corp’s Form 8-K filed
December 3, 2012, is hereby incorporated by reference.+

Copy of 1997 Viad Corp Omnibus Incentive Plan, as amended through February 23, 2006, filed as Exhibit 10.A to
Viad Corp’s 8-K filed February 28, 2006, is hereby incorporated by reference (SEC File No. 001-11015; SEC Film
No. 06650477).+

Copy of form of Incentive Stock Option Agreement, as amended through February 19, 2004, pursuant to the 1997
Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.C1 to Viad Corp’s Form 10-Q for the period ended
September 30, 2004, is hereby incorporated by reference (SEC File No. 001-11015; SEC Film No. 041123501).+

Copy of form of Non-Qualified Stock Option Agreement, as amended through August 13, 2004, pursuant to the
1997 Viad Corp Omnibus Incentive Plan, filed as Exhibit 10.C2 to Viad Corp’s Form 10-Q for the period ended
September 30, 2004, is hereby incorporated by reference (SEC File No. 001-11015; SEC Film No. 041123501).+

Copy of Viad Corp Deferred Compensation Plan (Executive) Amended and Restated as of August 13, 2004, filed as
Exhibit 10.A to Viad Corp’s Form 10-Q for the period ended September 30, 2004, is hereby incorporated by
reference (SEC File No. 001-11015; SEC Film No. 041123501).+

Copy of form of Viad Corp Executive Severance Plan (Tier I—2013), effective as February 27, 2013, filed as
Exhibit 10.B to Viad Corp’s Form 8-K filed March 5, 2013, is hereby incorporated by reference.+

Copy of forms of Viad Corp Executive Severance Plans (Tier I and II), amended and restated for Code Section
409A as of January 1, 2005, filed as Exhibit 10.B to Viad Corp’s Form 8-K filed August 29, 2007, is hereby
incorporated by reference (SEC File No. 001-11015; SEC Film No. 071088413).+

Copy of Executive Officer Pay Continuation Policy adopted February 7, 2007, filed as Exhibit 10.A to Viad Corp’s
Form 8-K filed February 13, 2007, is hereby incorporated by reference (SEC File No. 001-11015; SEC Film No.
07609762).+

Copy of Employment Agreement between Viad Corp and Paul B. Dykstra dated as of May 15, 2007, filed as
Exhibit 10.B to Viad Corp’s Form 8-K filed May 21, 2007, is hereby incorporated by reference (SEC File No. 001-
11015; SEC Film No. 07867527).+

Copy of Amendment No. 1 to Employment Agreement between Viad Corp and Paul B. Dykstra effective as of
February 27, 2013, filed as Exhibit 10.A to Viad Corp’s Form 8-K filed March 5, 2013, is hereby incorporated by
reference.+

Copy of Viad Corp Supplemental TRIM Plan, as amended and restated effective January 1, 2005 for Code Section
409A, filed as Exhibit 10.E to Viad Corp’s Form 8-K filed August 29, 2007, is hereby incorporated by reference
(SEC File No. 001-11015; SEC Film No. 071088413).+

Copy of Viad Corp Supplemental Pension Plan, amended and restated as of January 1, 2005 for Code Section
409A, filed as Exhibit 10.A to Viad Corp’s Form 8-K filed August 29, 2007, is hereby incorporated by reference
(SEC File No. 001-11015; SEC Film No. 071088413).+

Exhibits. #

10.F2

10.G1

10.G2

10.H

10.I

14

21

23

24

31.1

31.2

32.1

32.2

Copy of Viad Corp Defined Contribution Supplemental Executive Retirement Plan, effective as of January 1, 2013,
filed as Exhibit 10.E to Viad Corp’s Form 8-K filed March 5, 2013, is hereby incorporated by reference.+

Summary of Compensation Program of Non-Employee Directors of Viad Corp as of January 1, 2012, filed as
Exhibit 10.G1 to Viad Corp’s 2011 Form 10-K, is hereby incorporated by reference.+

Description of Viad Corp Director’s Matching Gift Program, filed as Exhibit 10.Q to Viad Corp’s 1999 Form 10-K,
is hereby incorporated by reference (SEC File No. 001-11015; SEC Film No. 572329).+

Copy of form of Indemnification Agreement between Viad Corp and Directors of Viad Corp, as approved by Viad
Corp stockholders on October 16, 1987, as updated to reflect revised company name and gender-neutral references
only, and filed as Exhibit 10.I to Viad Corp’s Form 10-K filed February 27, 2009, is hereby incorporated by
reference.+

Copy of Retirement Plan for Management Employees of Brewster Inc., as amended and restated effective January
1, 2010, and filed as Exhibit 10.J to Viad Corp’s Form 10-K filed March 8, 2010, is hereby incorporated by
reference.+

Copy of Code of Ethics of Viad Corp adopted May 13, 2003, filed as Exhibit 14 to Viad Corp’s 2003 Form 10-K, is
hereby incorporated by reference (SEC File No. 001-11015; SEC Film No. 04663620).

List of Subsidiaries of Viad Corp.*

Consent of Independent Registered Public Accounting Firm to the incorporation by reference into specified
registration statements on Form S-3 or on Form S-8 of their report contained in this Annual Report.*

Power of Attorney signed by Directors of Viad Corp.*

Exhibit of Certification of Chief Executive Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.#*

Exhibit of Certification of Chief Financial Officer of Viad Corp pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.#*

Additional Exhibit of Certification of Chief Executive Officer of Viad Corp pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.#*

Additional Exhibit of Certification of Chief Financial Officer of Viad Corp pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.#*

101.INS

XBRL Instance Document.**

101.SCH

XBRL Taxonomy Extension Schema Document.**

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.**

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.**

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.**

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.**

*

Filed herewith.

** Furnished herewith. In accordance with Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference into any registration statement or other document filed under Sections 11 or 12 of the Securities
Act of 1933, as amended, except as expressly set forth by specific reference in such filings, and are not otherwise subject to
liability under those sections.

+ Management contract or compensation plan or arrangement.

# A signed original of this written statement has been provided to Viad Corp and will be retained by Viad Corp and furnished

to the Securities and Exchange Commission upon request.

Documents incorporated by reference can be read and copied at the SEC’s public reference section, located in Room 1580,

100 F Street, N.E., Washington, DC 20549, and on the SEC’s Internet site at www.sec.gov.

Viad Corp Board of Directors

Paul B. Dykstra
Phoenix, Arizona

Chairman, 
President and 
Chief Executive 
Offi  cer

Daniel Boggan Jr. 
(2, 3)

Oakland, California

Retired Senior Vice 
President and Chief 
Operating Offi  cer, 
National Collegiate 
Athletic Association 
(NCAA)

Dr. Isabella 
Cunningham (2, 3)
Austin, Texas

Ernest A. Sharpe 
Centennial Professor 
in Communication 
and Chair of 
Advertising 
Department at The 
University of Texas 
at Austin

Richard H. Dozer 
(1, 3)

Phoenix, Arizona

Former President, 
Arizona 
Diamondbacks, 
and President, US 
Airways Center

Jess Hay (1, 3)
Dallas, Texas

Retired Chairman 
and Chief 
Executive Offi  cer 
of Lomas Financial 
Corporation; 
Chairman, Texas 
Foundation for 
Higher Education

Edward E. Mace (1)
Denver, Colorado

President of Mace 
Pacifi c Holding 
Company, LLC

Robert E. 
Munzenrider (1, 2)
Payson, Arizona

Retired President, 
Harmon AutoGlass

Margaret Pederson 
(2, 3)

New Canaan, 
Connecticut

President–Amirexx 
LLC and Managing 
Director, Golden 
Seeds Fund LP

Dr. Albert M. 
Teplin (1, 2)
Rockville, Maryland

Retired Senior 
Economist, Board 
of Governors 
of the Federal 
Reserve System

Board Committees

(1) Audit Committee (Chair, Robert E. Munzenrider)

(2) Corporate Governance and Nominating Committee (Chair, Dr. Albert M. Teplin)

(3) Human Resources Committee (Chair, Richard H. Dozer)

Viad 
Team 
Values

INTEGRITY 

TEAM ACHIEVEMENT

TRUST and MUTUAL RESPECT 

We do the right thing 100 percent 
of the time and are committed to 
being “Always Honest.”

We are committed to winning as 
a team and to delivering strong 
value for our shareholders and 
customers.

We earn and sustain the trust 
of others through respect and 
accountability.

INNOVATION and LEADERSHIP

ENVIRONMENT 

We utilize our passion and creativ-
ity to fi nd new ways to contribute 
to our success. We are all leaders. 
Each one of us is an example for 
someone else.

We respect our environment 
and conscientiously use our 
natural resources.

We believe that living these 
values will lead to … SUCCESS … 
and winning at all we do!

Marketing & Events Group

The Marketing & Events Group, comprised of Global Experience Specialists and affi  liates (GES), 
off ers comprehensive, best-in-class exhibition and event production and service delivery, cut-
ting edge creative and design, critical measurement services and an unparalleled global reach. 

Exhibitor Services 

Show Organizer Services

Other Marketing Services

GES  partners  with  show 
organizers to produce high-
value,  face-to-face  events 
that bring buyers and sell-
ers  together  to  transact 
business, create awareness 
of  new  products,  deepen 
brand  loyalty  and  provide 
opportunities for network-
ing and education.

GES  off ers  a  variety  of 
exhibitor  services,  includ-
ing  material  handling, 
overhead  rigging,  electri-
cal and plumbing services. 
In  addition,  GES  partners 
with  exhibitors  to  maxi-
mize return on investment 
(ROI)  by  creating  com-
pelling  experiences  that 
attract targeted attendees 
and  expand  brand  aware-
ness, 
including  brand 
planning,  integrated  mar-
keting  campaigns,  pre- 
and  post-event  commu-
nications,  permanent  dis-
plays,  at-event  activities 
and  ongoing  prospect 
communications.

GES  partners  with  movie 
studios and leading enter-
tainment brands to create 
experiences  that  expand 
brand  awareness  through 
creative  consumer  experi-
ences,  including  national 
and  international  promo-
tional  tours  and 
large-
touring  museum 
scale 
exhibitions.  In  addition, 
GES  partners  with  retail 
to  design  and 
clients 
retail 
produce  unique 
environments  and  expe-
riences  that  drive  traffi  c 
and  build  brand  aware-
ness  by  enhancing  the 
overall  shopping  experi-
including  kiosks 
ence, 
and 
retail  merchandis-
ing  units,  and  large-scale, 
interactive  holiday  pro-
grams and environments.

Hospitality

Glacier 
operates 
Park 
fi ve  lodges,  three  motor 
inns  and  one  four-season 
resort hotel in and around 
Glacier  National  Park  in 
Montana  and  Waterton 
Lakes  National  Park 
in 
Alberta, Canada. Brewster 
operates three hotels: The 
Mount  Royal  Hotel  and 
the  Banff  
International 
Hotel,  which  are  locat-
ed  in  the  heart  of  Banff , 
and  the  Glacier  View  Inn, 
located  on  the  Icefi elds 
Parkway  between  Lake 
Louise  and  Jasper.  Alaska 
Denali  Travel  operates 
the  Denali  Backcountry 
Lodge  and 
the  Denali 
Cabins  in  and  around  the 
Denali  National  Park  and 
Preserve in Alaska. In addi-
tion  to  lodging,  Brewster, 
Glacier  Park  and  Alaskan 
Park  Properties  off er  food 
and beverage services and 
retail operations.

Attractions

Brewster  off ers  unique 
attractions  that  enhance 
the  guest  experience,  inc-
luding  the  Banff   Gondola, 
which  off ers  visitors  an 
unobstructed  view  of  the 
Canadian  Rockies, 
the 
Columbia  Icefi eld  Glacier 
Adventure  and  the  Banff  
Lake Cruise.

Transportation

travelers, 

The  Travel  &  Recreation 
Group  provides  ground 
transportation  services  to 
tour  groups  and  individ-
ual 
including 
charter  motorcoach  ser-
vices;  sightseeing  tours 
from  Banff ,  Calgary,  Lake 
Louise  and  Jasper;  inter-
pretive  tours  in  Glacier 
National  Park  on  authen-
touring 
tic 
buses;  airport  shuttle  and 
other  scheduled  services. 
Alaska  Denali  Travel  oper-
ates  day  trips  to  its  day 
trip lodge accessed by the 
scenic  park  road  as  well 
as  daily  motorcoach  ser-
vices  between  Anchorage 
and  Denali  National  Park 
and Preserve.

1930s 

red 

Package Tours

Brewster and Alaska Dena-
li  Travel  off er  package 
tours  that  drive  traffi  c  to 
their  hotels,  attractions 
and 
ser-
transportation 
vice  and  may  incorporate 
other  tourism  products 
including 
and  activities, 
rail,  skiing,  sightseeing 
and hotels.

Travel & Recreation Group

Viad’s Travel & Recreation Group, comprised of Brewster Travel Canada 
(Brewster),  Glacier  Park,  Inc.  (Glacier  Park)  and  Alaska  Denali  Travel, 
off ers experiential leisure travel services and rich front-country experi-
ences to national park visitors through its hotels, lodges and motor inns; 
recreational attractions; transportation services and package tours.

Viad Corp

Paul B. Dykstra
Chairman, President & 
Chief Executive Officer

Deborah J. DePaoli
General Counsel and Secretary

George N. Hines
Chief Information Officer

Ellen M. Ingersoll
Chief Financial Officer

Thomas M. Kuczynski
Chief Corporate Development & 
Strategy Officer

G. Michael Latta
Chief Accounting Officer – 
Controller

David C. Robertson
Chief Human Resources Officer

Marketing & Events Group

Steven W. Moster
Group President

Travel & Recreation Group

Michael M. Hannan
Group President

Shareholder Information

Annual Shareholders Meeting

The annual meeting of shareholders 
will be held on:

May 21, 2013

9:00 a.m. (MST)

The Ritz Carlton

2401 East Camelback Road
Phoenix, AZ  85016

(602) 468-0700

www.ritzcarlton.com/en/Properties/Phoenix

Transfer Agent

To submit a change of address, to 
make inquiries regarding dividend 
payments, to mail Common Stock 
certificates for transfer or to redeem 
$4.75 Preferred Stock certificates, 
please contact:

Wells Fargo Shareowner Services

PO Box 64874
St. Paul, MN 55164-0874

(800) 453-2235

www.wellsfargo.com/shareownerservices

Shareholders of record who receive 
more than one copy of this annual 
report may contact our transfer 
agent and arrange to have their 
accounts consolidated.

Pictured on front cover (from top to bottom): 
Many Glacier Hotel, Banff International Hotel, Yankee Dental Congress 2012

1850 North Central Avenue, Suite 1900      Phoenix, AZ 85004-4565      www.viad.com