UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

March 17, 2015
Date of Report (Date of earliest event reported)

Viad Corp
(Exact name of registrant as specified in its charter)

	
			
Delaware	001-11015	36-1169950	
(State or other jurisdiction	(Commission	(IRS Employer	
of incorporation)	File Number)	Identification No.)	

	
		
1850 North Central Avenue, Suite 1900, Phoenix, Arizona	85004-4565	
(Address of principal executive offices)	(Zip Code)	

Registrant’s telephone number, including area code: (602) 207-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	
		
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 	 	
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 	 	
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 
Item 8.01 OTHER EVENTS
From March 17, 2015 through March 27, 2015, management of Viad Corp (the “Company”) will participate in investor meetings in six cities. A copy of the written presentation used in the meetings, which will be available on the Company’s Web site at www.viad.com for a limited time, is also attached hereto as Exhibit 99 and is incorporated by reference herein. The presentation contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Important Additional Information
Viad intends to file a proxy statement and WHITE proxy card with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the 2015 Annual Meeting (the "Proxy Statement"). Viad, its directors, nominees and certain of its executive officers will be participants in the solicitation of proxies from shareholders with respect to the 2015 Annual Meeting. Information regarding the names of Viad's directors and executive officers and their respective interests in Viad by security holdings or otherwise is set forth in Viad's proxy statement for the 2014 Annual Meeting of Shareholders, filed with the SEC on April 10, 2014. To the extent holdings of such participants in Viad's securities have changed, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in Viad's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 13, 2015. Details concerning the nominees of Viad's Board of Directors for election at the 2015 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING VIAD'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Viad free of charge from the SEC's website, www.sec.gov . Viad's shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565, Attn: Corporate Secretary, telephone: (602) 207-1000, or from Viad's website,  http://viad.investorroom.com/ .
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

					
(d) Exhibits	 	 	 	 	
 	 	 	 	 	
 	99 - Investor Presentation - March 2015.	 	 	
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	
				
 	 	Viad Corp	 	
 	 	(Registrant)	 	

March 17, 2015	By:	/s/ Leslie S. Striedel	 	
 	 	Leslie S. Striedel	 	
 	 	Chief Accounting Officer	 	

INVESTOR PRESENTATION MARCH 2015

 

2 FORWARD-LOOKING STATEMENTS 2 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 press release 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, 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 press release. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward-looking statements can be found in Viad’s annual and quarterly reports filed with the Securities and Exchange Commission. Information about Viad Corp obtained from sources other than the company may be out-of-date or incorrect. Please rely only on company press releases, SEC filings and other information provided by the company, keeping in mind that forward-looking statements speak only as of the date made. Viad undertakes no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect events or circumstances arising after the date as of which the forward-looking statements were made.

 

3 IMPORTANT ADDITIONAL INFORMATION 3 Viad intends to file a proxy statement and WHITE proxy card with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the 2015 Annual Meeting (the "Proxy Statement"). Viad, its directors, nominees and certain of its executive officers will be participants in the solicitation of proxies from shareholders with respect to the 2015 Annual Meeting. Information regarding the names of Viad's directors and executive officers and their respective interests in Viad by security holdings or otherwise is set forth in Viad's proxy statement for the 2014 Annual Meeting of Shareholders, filed with the SEC on April 10, 2014. To the extent holdings of such participants in Viad's securities have changed, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in Viad's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 13, 2015. Details concerning the nominees of Viad's Board of Directors for election at the 2015 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING VIAD'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by Viad free of charge from the SEC's website, www.sec.gov. Viad's shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565, Attn: Corporate Secretary, telephone: (602) 207-1000, or from Viad's website, http://viad.investorroom.com/.

 

4 INTRODUCTION TO VIAD Viad is a SmallCap 600 company with two business groups and a clear strategy for growth and shareholder value MARKETING & EVENTS TRAVEL & RECREATION MEANINGFUL PROGRESS Against our goals BALANCED CAPITAL ALLOCATION Evaluate all levers – acquisition, share repurchase, dividends – for shareholder value SOLID RESULTS On both top and bottom line metrics CLEAR STRATEGY To increase total shareholder return 4 89% 11% REVENUE $1.1B 60% 40% M&E T&R SEGMENT EBITDA $90.5M

 

5 $211M VIAD – STRONG EARNINGS GROWTH AND CASH GENERATION 1 A reconciliation of this non-GAAP measure to Income from Continuing Operations can be found in the appendix. 2 Capex as a % of revenue was ~2% for GES and ~7% for T&R (excluding the Glacier Skywalk) from 2010-14. 3 Net of proceeds from divestitures of non-strategic assets totaling $29.7M. 4 Includes $81.3M of Special Dividends paid out in connection with Viad’s Strategic Review. 0.09 0.48 0.99 1.15 1.59 2010 2011 2012 2013 2014 Viad’s strong earnings growth and cash generation allow for reinvestment in the business and return of capital to shareholders Income Before Other Items Per Share1 $137M 2.3% 2.3% $97M 0.8% 0.8% $112M 0.6% 0.6% $34M 3.2% 3.3% ($84M) 28.9% 40.6% Net Cash/(Debt) Debt-to-Capital Debt-to-Equity Cash Generated from Operations $288M Reinvestment in Business $131.8M Capex2 $155.9M Acquisitions3 $132M Returned to Shareholders $109.7M Dividends4 $22.0M Repurchases 2010 - 2014 5

 

6 VIAD – FOCUSED ON SHAREHOLDER VALUE THOROUGH REVIEW OF STRATEGIC OPTIONS1 • Announced review of strategic options to enhance shareholder value (including possible separation of M&E and T&R businesses and increasing dividends or share repurchases), working with JP Morgan • Announced repurchase authorization of 1M shares (445k shares repurchased during 2014 for $10.6M) • Paid special dividends totaling $4.00 per share as optimal mechanism to allocate capital at that time POSITIVE CORPORATE GOVERNANCE CHANGES1 • Added 3 new independent Board members with industry expertise: M. Pederson (Aug 2011); E. Mace (Nov 2012); A. Benett (Jul 2013) >> Average Board tenure reduced from 8.1 to 6.7 years (since 2011) with nearly half of Board members serving less than 4 years • Eliminated Poison Pill (Feb 2013) • Adopted No Hedging, No Pledging Policy (Feb 2013) • Separated Chairman and CEO roles; elected independent Chairman (Dec 2014) • New CEO, Steve Moster, appointed (Dec 2014) • Exec Comp Changes: • CEO LTI award increased to 100% performance-based and other executive officers increased from 50/50 to 70/30; • New LTI goals based on EBITDA, ROIC and TSR; • Holding requirements for vested restricted stock; • Eliminated tax gross-ups on perks, legacy payments; • Phase out of excise tax gross-ups and modified single- trigger provisions in change-in-control arrangements 1 Representative list of actions taken; not comprehensive 1987 Greyhound Lines, Inc. bus operations LONG HISTORY OF STRATEGIC DIVESTITURES1 Over the last 30 years, Viad has spun-off or sold more than 20 lines of business, including: 1992 The FINOVA Group 1993 Motor Coach Industries 1996 The Dial Corp. 1997 Premier Cruise Lines 1999 Restaura dining service operations 1999 Dobbs Int’l Services airline food service 2004 MoneyGram International DEC 2012 NOV 2013 / FEB 2014 • Announced conclusion of review and go-forward strategy to enhance shareholder value APR 2014 6

 

MARKETING & EVENTS GROUP (GES) Global Experience Specialists

 

8 GLOBAL REACH LIVE EVENTS FULL- SERVICE PROVIDER GES GROWTH STRATEGY Drive Expansion Improve Margins Differentiate Addition of adjacent services creates a unique, integrated offering to deepen client relationships, expand client base and increase share of total event spend Establish GES as the Preferred Global, Full-Service Provider for Live Events Growth of core business and penetration into new segments extends industry leadership Consolidation trend creates increasing demand for global capabilities 8

 

9 LIVE EVENTS: GES HAS BLUE CHIP CLIENTS ACROSS ALL FOUR SEGMENTS Exhibitions Congresses / Conferences Consumer Events Corporate Events Industry leaders already select GES in every Live Event segment 9

 

10 U N D ER -P EN ET R AT ED SE G M EN TS SIGNIFICANT OPPORTUNITY FOR GROWTH GES holds a leading position delivering its Core Services to the Exhibitions segment of the market and is expanding into other Live Events segments and New Services. LIVE EVENTS SEGMENTS Exhibitions 1 in 3 major US shows is a GES client ~14,000 events in North America1 Congresses / Conferences GES serviced >150 events in 2014 >250,000 events in North America2 Corporate Events 7% of the Fortune 100 are GES clients >1M events in North America2 Consumer Events Top 5 movie studios are GES clients GES touring exhibitions in 9 countries SERVICES OFFERED Core Services ~$4.5B US market size 3 ~$200M UK market size3 ~$200M US market size3 Audio-Visual >$1B US market size3 >$250M UK market size3 ~$165M US market size4 ~$75M UK/Euro market size4 Registration & Data 1 Source = CEIR; 2 Source = PwC; 3 Source = internal estimates; 4 Source = AMR N EW S ER V IC ES Revenue (%) Event Accom. 10 85% 7% 6% 2% 3% 4% 1% 92% Registration & Data Audio-Visual Event Accom.

 

11 Exhibitions Congresses/ Conferences Corporate Events Consumer Events FULL-SERVICE PROVIDER: INCREASING COMPETITIVENESS AND DIFFERENTIATION NEW SERVICES CORE SERVICES GES has made significant progress creating the most comprehensive suite of services for the live events industry Contracting Services Design & Build Creative / Strategic Audio Visual Event Accom. Registration & Data • Enhances overall competitiveness • Facilitates growth in under-penetrated segments (Congresses / Conferences, Corporate Events and Consumer Events) GES SERVICES PORTFOLIO Completed 4 strategic acquisitions during 2014 11 Relative Importance to Live Event Segment

 

12 STRATEGIC ACQUISITIONS: TECHNOLOGY, SYNERGY, CROSS-SELL AND OPPORTUNITY In-house provider of AV Services to top 4 UK venues Event registration for over 600 events in 42 countries Majority of the top 100 US shows use onPEAK1 for event accommodations The strategic fit of GES acquisitions brings immediate and long-term value Best-in-Class Position Cross-Sell Across Assets Assets form Basis for Data Platform 1 Travel Planners, also acquired by Viad, was merged into onPeak. 12

 

13 0 5 10 15 20 25 2013 2014 2015 Est GES ACQUISITIONS ARE DRIVING RESULTS AND DELIVERING VALUE 1 Assumes 2-3% perpetual growth rate. 2 GES official services contracting events that do not currently use GES for AV / Accommodations / Registration. 3 US AV is currently sold through an in-house team that was launched in late 2013. 4 ACQUISITIONS FOR $113M ~20 PTS HIGHER FOR ACQUISITIONS EBITDA Margin (%) ORGANIC ACQUISITIONS 13 >$50M Incremental revenue through cross-selling within 5 Years GES US AUDIO VISUAL of Top15 UK Events of Top15 UK Events of GES US Events GES US Events 80% 90+ 40% ~95% BLITZ ONPEAK N200 3 GES BRINGS CROSS-SELL OPPORTUNITIES2 $14.5M - $15.5M EBITDA in 2015 18% AVERAGE IRR1

 

14 Consolidation in Industry Geo-cloning/New Launches Consolidating Programs Ready to capitalize on increasing demand for global capabilities GLOBAL ADVANTAGE: TRUSTED PARTNERSHIP AS INDUSTRY CONSOLIDATES GLOBAL REACH ESTABLISHED POSITION1 IN KEY GLOBAL MARKETS RECOGNIZED ABILITY TO SERVICE BROADER GEOGRAPHIES 30% 55% 45% US UK Canada 1 GES Official Services Contracting market share (internal estimates) BROAD CUSTOMER SET USING US IN MULTIPLE REGIONS 3 of the 5 largest global organizers use GES in multiple regions global organizers are already working with GES 14 of the top 20 Countries GES Serves GES facilities 14

 

15 GES IS DRIVING PROFITABLE GROWTH By positioning GES as the preferred global, full-service provider for live events, we are driving growth in higher-margin service lines, increasing our share within the live events market and differentiating GES to enhance customer loyalty 2014 2015 2016 $944M >$1B ORGANIC ACQUISITIONS 2014 2015 2016 >$80M $54.1M * When adjusting to exclude major non-annual events and lower FX rate versus 2014, the total CAGR would be 7-8% and the Organic CAGR would be ~5%. 4-5%* CAGR ~2%* ORGANIC CAGR Revenue EBITDA ORGANIC ACQUISITIONS 5.7% 5.7 – 5.9% >8% Margin 15

 

TRAVEL & RECREATION GROUP (VTR) Brewster Travel Canada Glacier Park, Inc. Alaska Denali Travel

 

17 ATTRACTIONS HOSPITALITY Cross-sell / multi-property stays High-volume cross-sell / upsell TRAVEL & RECREATION GROUP GROWTH STRATEGY VTR is comprised of four asset groups that work together as an ecosystem, driving economies of scope TRANSPORTATION PACKAGE TOURS 17 Cross-sell / sales & marketing profit center High-volume cross-sell

 

18 - 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Park Visitation (000) Sources: Parks Canada; U.S. National Park Service (2013 methodology change for Denali); Viad estimates for 2014 Banff and Jasper visitation (actual full year results not yet available). BANFF GLACIER JASPER DENALI VTR operates in and around iconic destinations: Banff & Jasper National Parks, Glacier National Park, Denali National Park – targeting 8.5+ million annual visitors DRIVING GROWTH IN MARKETS WITH PERENNIAL DEMAND 18 +14.5% VTR Revenue CAGR 2010 – 2014 VTR consistently drives meaningful growth in markets with perennial demand

 

19 DRIVING GROWTH IN HIGH VALUE AREAS VTR strategically invests in hospitality and attractions, which have highest margins and strong return on investment Revenue ($M) 2010 70 2011 87 2012 105 2013 108 2014 121 14.5% CAGR 29% CAGR 13% CAGR 0% CAGR BUILD new assets, creating new revenue streams with economies of scale and scope BUY strategic assets that drive economies of scale and scope, improving financial performance Hospitality Attractions Package Tours Transportation Asset Management Initiatives 19 11% CAGR REFRESH assets to optimize market position and maximize returns

 

20 REFRESH: IMPROVING EXPERIENCE AND FINANCIAL RETURNS 1 Based on 60% increase in retail revenue (including Starbucks) per passenger from 2008 (pre-renovation) to 2014. 2 Increase from 2011 (pre-renovation) to 2014. $1.3M UPGRADE BANFF GONDOLA LOWER TERMINAL $3.3M UPGRADE $1.3M INCREASE IN REVENUE2 38% REVPAR GROWTH2 GROUSE MOUNTAIN LODGE INSTALLED ACTIVITY CENTER DESK FOR CROSS SELL NEW STARBUCKS HIGHEST $/TRANSACTION IN CANADA REDESIGNED TRAFFIC FLOW / GIFT SHOP NEW “FLIGHT TIME” TICKETING SYSTEM VTR has proven success leveraging upgrades to existing assets to increase revenue at both attractions and hotels UPGRADES IN PUBLIC SPACES UPGRADES IN HOTEL ROOMS 20 $0.8M INCREMENTAL RETAIL REVENUE1

 

21 ~300k BUILD: POWERFUL NEW EXPERIENCES DRIVING POWERFUL RETURNS ~$20M >90% INVESTMENT IRR1 VISITORS in first year The Glacier Skywalk secured significant return on investment, surpassing attendance expectations, and receiving international awards and media coverage Extensive Awards and Media Coverage 21 Glacier Skywalk Jasper National Park | Opened May 2014 1 Assumes Exit EBITDA of 10x $4.5M EBITDA IN 2014

 

22 BUY: VTR HAS PROVEN TRACK RECORD OF RETURNS ON ACQUISITIONS 22 1 Assumes Exit EBITDA of 10x January 2011 Grouse Mountain Lodge Year-round hotel in Whitefish, MT September 2011 Alaska Denali Travel Lodging, package tours, transportation Rare in-holding within park July 2014 West Glacier Properties Lodging, retail, F&B at West entrance of park VTR now book-ends Going-to-the-Sun Road Rare in-holding within park June 2011 St. Mary Lodge Lodging, retail, F&B at East entrance of park March 2013 Banff International Hotel Prime location in capacity- constrained downtown Banff Glacier National Park Denali National Park Glacier National Park Glacier National Park Banff National Park 5 ACQUISITIONS FOR $81M 22 $10.6M EBITDA in 2014 20% AVERAGE IRR1

 

23 HOSPITALITY: REVENUE GROWTH OUTPACES ROOM COUNT We have successfully pursued scale and enhanced performance in our hospitality operations 2010 2011 2012 2013 2014 443 703 789 953 1,031 +133% 14 VS 10 +98% BANFF +122% GLACIER PARK # of Hotel Rooms1 133% INCREASE IN ROOM COUNT $38.2 $42.7 $25.7 $36.1 $15.5 +175% 175% INCREASE IN REVENUE 1 Reflects continuing operations. Including discontinued operations, the growth rates from 2010 to 2014 are 12% (rooms) and 37% (hospitality revenue). DENALI 2014 vs. 20101 Hospitality Revenue1 ($M) 23

 

24 ATTRACTIONS DRIVE GROWTH IN MARKETS WITH PERENNIAL DEMAND 24 VTR’s attractions have strong financial performance and create cross-selling opportunities. In addition to surpassing forecasts, the new Glacier Skywalk has helped lift visits to the Glacier Adventure on the Columbia Ice Field 586,000 visits up 9% NEW: 300,000 visits 64,000 visits up 39% 404,000 visits up 21% All comparisons are 2014 versus 2013. BANFF GONDOLA BANFF LAKE CRUISE GLACIER SKYWALK GLACIER ADVENTURE

 

25 PACKAGE TOURS & TRANSPORTATION: A CRITICAL REVENUE PIPELINE VTR offers packaged tours and transportation services that drive visitation and revenue to its higher-margin hotels and attractions PACKAGED TOURS TRANSPORTATION Annual consumer rides as basis for upsell Includes in-bound packages throughout Canada and Alaska Supercharges hotels and attractions as purchase may include multiple hotels, attractions and transportation 3rd party products / activities expand reach, offering cross- sell and trade-up Over 100,000 consumer contact points  “happy, captive” audience for upsell Ground transportation integrated into multiple services: sightseeing, airport transfers, movement in park Charter motor coaches enable end-to-end for large group tour operators 25

 

26 CONTINUED OPPORTUNITY TO SCALE BUSINESS ROOMS PROPERTIES ROOMS PROPERTIES BANFF / JASPER MARKET Town of Banff 6% 5% 4,750 40 Jasper 0% 0% 2,346 25 Lake Louise 0% 0% 1,133 8 Icefields Parkway 11% 10% 291 10 TOTAL 4% 4% 8,520 83 GLACIER NATIONAL PARK MARKET Whitefish 18% 5% 810 19 Glacier NP 13% 20% 587 10 Glacier NP East Gateway Communities 56% 12% 495 17 Waterton Lakes NP 23% 11% 375 9 Glacier NP West Gateway Communities 12% 6% 276 18 Columbia Fall / Hungry Horse / Coram 0% 0% 195 12 TOTAL 22% 8% 2,738 85 DENALI NATIONAL PARK MARKET Denali Park Road Gateway 2% 4% 2,039 28 Talkeetna Area 0% 0% 749 11 Denali NP 38% 20% 110 5 TOTAL 3% 5% 2,898 44 VIAD TOTAL MARKET There is opportunity to increase market share, to further scale and leverage capabilities 26 4% BANFF JASPER 22% GLACIER 3% DENALI CURRENT MARKET SHARE NP = National Park

 

27 SUMMARY

 

28 VIAD OPPORTUNITY SUMMARY 28 WELL-DEFINED GROWTH STRATEGIES VISION Clear plans for meaningful growth BALANCED CAPITAL ALLOCATION STRATEGY PERFORMANCE Focus on shareholder return TWO SOLID BUSINESS GROUPS STRENGTH Strong, proven foundation Viad is in a strong position to enhance shareholder value • Leading and defensible market positions • Recurring revenue streams • Strong and improving results with strong balance sheet • GES: Differentiating as preferred global, full-service provider for live events • VTR: Driving economies of scale and scope and enhancing unique portfolio of integrated tourism assets 28 • Business development remains the priority • Opportunistically repurchase shares • Pay quarterly dividend: $0.10 / share (~1.5% yield) • Credit facility leverage ratios For acquisitions: 2.5x For return of capital >$20M1: 2x 1 In any calendar year. $10.6M (448k shares) in 2014 $3.8M (141k shares) in Q115

 

29 ACTIVE ACQUISITION PIPELINE 29 Viad has a disciplined and proactive acquisition program focused on proprietary deal-sourcing in support of our business unit strategies to drive shareholder value Culture requirements: • Integrity • Customer-focus • Innovation • Continuous improvement Strong cultural alignment: • Facilitates integration • Enhances opportunities for cross-selling and other synergies ECONOMIC FIT Target EBITDA Multiples GES: 4-7x VTR: 7-10x Target IRR 15%+ Evaluate relative to share repurchase CULTURAL FIT STRATEGIC FIT • New lines of business to drive penetration across all Live Events segments • Products and services that are essential to Live Events while also supporting core contracting business • Leading players with proven products • Immediate cross-sell opportunity VTR • High-return tourism assets in iconic natural destinations to scale (+2x) the business • Prioritize current geographies to maximize scale and scope but consider new geographies that bring meaningful scale and market share • Seek a combination of attractions and hotels to realize cross-sell advantages GES

 

APPENDIX

 

31 ONPEAK/TRAVEL PLANNERS – ACQUIRED OCTOBER 7, 2014 FOR $76.3M 31 MARKET COMPANY OVERVIEW BUSINESS & SERVICES OVERVIEW KEY HIGHLIGHT Leading technology platform, expert data analytics, innovative culture Strong customer service culture and capabilities with long-term client relationships STRATEGIC FIT EXTENDS FULL SERVICE PROVIDER DEEPENS CLIENT RELATIONSHIP SCOPE OF CROSS-SELL PENETRATES CORPORATE ACCOUNTS Consolidating platform Intracompany New regions BRINGS TECHNOLOGY CAPABILITY DATA ASSET • Company Description: onPeak1 provides end to end event accommodations solutions for event organizers and participants, with 2.7 million room night bookings annually • Key Services: Site selection; hotel contract negotiations; registration integration; contact center; room block management; targeted marketing solutions; on-demand reporting tools; rate integrity tracking; hotel audits; post-event performance and impact tracking ADDITIONAL EFFICIENCIES YEARS IN BUSINESS: 25+ Each (onPeak & Travel Planners) KEY FACILITIES: Chicago, IL; New York, NY Atlanta, GA U.S. EVENT ACCOMMODATIONS ADDRESSABLE MARKET: $100M 1 Travel Planners was merged into onPeak in connection with the acquisition.

 

32 ONPEAK/TRAVEL PLANNERS INTEGRATION OVERVIEW 32 MERGER OVERVIEW Next largest serves 7% OTHER SYNERGIES • Increased scale provides stronger negotiating leverage with hotels to capture higher revenue commissions • Introduction of tiered pricing to increase booking capture rate • Best of breed capabilities should drive a higher win-rate of event opportunities • Migration to a single platform generating significant savings with a market-leading client service • Headcount and operating expense reductions due to similar operating models and economies of scale Unique opportunity to acquire the two largest event accommodations firms and consolidate onto the industry’s leading platform The Majority of top 100 events in US use onPeak1 REVENUE OPPORTUNITIES • Leverage scale to build market share in adjacent markets (corporate meetings, sporting events, international) • Enhance technology platform to offer self service solutions • Possibility for event registration integration GROWTH OPPORTUNITIES OPERATIONAL SYNERGIES $4.4M 1 Travel Planners was merged into onPeak in connection with the acquisition.

 

33 BLITZ – ACQUIRED SEPTEMBER 16, 2014 FOR £15M ($24.4M) 33 • Company Description: Blitz Communications is an AV staging and creative services provider for the live events industry in the UK and continental Europe, including corporate events, congresses and conferences, trade shows and select consumer events • Key Services: Video, sound and lighting equipment and technology; set and stage stock and bespoke constructions; creative services and graphic production; digital media solutions; technical solutions for theater productions MARKET UK AV MARKET SIZE: MARKET CAGR 2009-2013: >$250M 5% COMPANY OVERVIEW BUSINESS & SERVICES OVERVIEW KEY HIGHLIGHT In-house, preferred AV service provider at 4 major conference & exhibition centers: ExCel London, Olympia, Manchester Central and NEC STRATEGIC FIT EXTENDS FULL SERVICE PROVIDER DEEPENS CLIENT RELATIONSHIP SCOPE OF CROSS-SELL ADDITIONAL EFFICIENCIES PENETRATES CORPORATE ACCOUNTS Outsourced AV moved in-house Intracompany New regions BRINGS TECHNOLOGY CAPABILITY DATA ASSET YEARS IN BUSINESS: Manchester, UK London, UK 25+ KEY FACILITIES:

 

34 N200 – ACQUIRED NOVEMBER 24, 2014 FOR €9.7M ($12.1M) 34 MARKET COMPANY OVERVIEW BUSINESS & SERVICES OVERVIEW KEY HIGHLIGHTS Largest registration provider in the UK and The Netherlands Serves over 600 events each year, in 46 countries, supported by multi-lingual and multi-currency capabilities STRATEGIC FIT EXTENDS FULL SERVICE PROVIDER DEEPENS CLIENT RELATIONSHIP SCOPE OF CROSS-SELL PENETRATES CORPORATE ACCOUNTS Pilot integration to onPeak Intracompany New regions BRINGS TECHNOLOGY CAPABILITY DATA ASSET • Company Description: N200 is a technology-based provider of registration and lead management services that has shifted towards a Software as a Service (Saas) model during the past several years. Its market position is tied to technology leadership • Key Services: Event registration, ticketing, attendee/exhibitor engagement and data intelligence software. These services are provided through N200’s Visit (registration platform), Visit Connect (lead management) and Visit Intelligence (data intelligence) ADDITIONAL EFFICIENCIES Watford, UK Haarlem, The Netherlands 20+ YEARS IN BUSINESS: KEY FACILITIES: UK / EUROPE MARKET SIZE: ~$75M

 

35 SUMMARY INCOME STATEMENT DATA 35 1 Corporate activities expense excludes CEO Transition Costs of $2.7M pre-tax ($1.7M after-tax) incurred in 2014, which are classified as an Other Item. 2 This measure is supplemental to results presented under accounting principals generally accepted in the U.S. (“GAAP”) and may not be comparable to similarly titled measures presented by other companies. Management uses this non-GAAP measure to facilitate period-to-period comparisons of Viad’s performance and believes it is useful to investors in trending, analyzing and benchmarking the performance and value of Viad’s business. This non-GAAP measure and should be considered in addition to, but not as a substitute for, other similar measures reported in accordance with GAAP. Millions (except per share amounts) 2010 2011 2012 2013 2014 Revenue: Marketing & Events Group 756.5 840.6 902.0 844.9 944.5 Travel & Recreation Group 70.0 87.2 104.6 108.4 120.5 826.5 927.8 1,006.6 953.3 1,065.0 Segment EBITDA: Marketing & Events Group 17.2 27.5 40.7 40.6 54.1 Travel & Recreation Group 21.3 24.0 27.5 29.1 36.4 38.5 51.5 68.2 69.7 90.5 Segment Operating Income: Marketing & Events Group (5.1) 5.2 17.9 20.1 31.7 Travel & Recreation Group 16.1 17.9 20.3 21.8 28.1 11.0 23.1 38.2 41.9 59.9 Corporate Activities1 (6.4) (7.7) (9.4) (6.8) (11.6) Interest Expense, net (1.3) (0.7) (0.7) (0.7) (1.7) Pre-tax Income Before Other Items 3.3 14.7 28.1 34.5 46.5 Income Taxes Before Other Items (1.3) (4.8) (7.8) (11.0) (14.1) Non-controlling Interest (0.1) (0.2) (0.2) (0.1) (0.4) Income Before Other Items2 1.9 9.7 20.1 23.3 32.1 Income Before Other Items Per Diluted Share2 0.09 0.48 0.99 1.15 1.59 Other Items Per Diluted Share: Restructuring Charges, net of tax (0.13) (0.12) (0.16) (0.13) (0.05) Impairment Charges, net of tax (0.01) - - (0.08) (0.03) CEO Transition Costs, net of tax - - - - (0.08) Tax Matters (0.04) - (0.66) 0.02 0.59 Income from Continuing Operations Per Diluted Share (0.09) 0.36 0.17 0.96 2.02 Dilutive Shares Outstanding 20.3 20.1 20.0 20.3 20.1

 

36 MARKETING & EVENTS GROUP KEY METRICS 36 • 3-5 year contracts • 90%+ renewal rate • Largest contract is <5% of GES revenue • Clients span broad range of industries; not overly exposed to any given industry US BASE SAME-SHOW GROWTH1 GEOGRAPHIC REVENUE MIX3 SHOW ROTATION2 RECURRING & DIVERSE REVENUES 1 Year-over-year revenue growth of shows that occur every year in the same quarter and are produced out of the same GES location 2 Net change in revenue due to non-annual shows produced by GES (shows occur every two, three or four years) 3 Revenue mix in 2014 74% 19% 7% US EMEA Canada -1.0% 11.2% 6.5% 3.1% 6.4% 2010 2011 2012 2013 2014 $15 $16 $(50) $65 $(75) $50-$60 2011 2012 2013 2014 2015 (est) 2016 (est) Millions

 

37 TRAVEL & RECREATION GROUP KEY METRICS 37 HOSPITALITY METRICS1 GEOGRAPHIC REVENUE MIX2 LINE OF BUSINESS REVENUE MIX2 ATTRACTIONS METRICS1 72% 22% 6% Brewster Glacier Park Alaska Denali Travel (Canada) (Montana) (Alaska) 35% 36% 16% 13% Hospitality Attractions Packaged Tours Transportation 1 Metrics are presented on a “same-store” basis, which includes assets owned by Viad and operating at full capacity for the entirety of the periods presented, expressed on a constant currency basis. 2 Revenue mix in 2014 $84 $85 $94 $99 59.0% 59.1% 63.2% 66.6% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% $- $50 $100 2011 2012 2013 2014 RevPAR Occupancy 825,636 906,645 915,598 1,053,496 $35 $36 $37 $37 $- $10 $20 $30 $40 $50 - 200,000 400,000 600,000 800,000 1,000,000 1,200,000 2011 2012 2013 2014 Passengers Revenue / Passenger