SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
Commission File Number 001-11015
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VIAD CORP
(Exact name of registrant as specified in its charter)
Delaware 36-1169950
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Viad Tower, Phoenix, Arizona 85077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
602-207-4000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, $1.50 par value New York Stock Exchange
$4.75 Preferred Stock (stated New York Stock Exchange
value $100 per share)
Securities registered pursuant to Section 12(g) of the Act: None
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,
and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ 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. /X/
As of March 13, 1998, 99,167,866 shares of Common Stock ($1.50
par value) were outstanding and the aggregate market value of the
common Stock (based on its closing price per share on such date)
held by nonaffiliates was approximately $2.34 billion.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Where Incorporated
--------- ------------------
A portion of Proxy Statement for
Annual Meeting of Shareholders
to be held May 12, 1998 Part III
PART I
ITEM 1. BUSINESS.
Viad Corp ("Viad" or the "Corporation") is comprised of
operating companies and a division which constitute a diversified
services business. Most of Viad's services are provided to
businesses for use by their customers. Accordingly, the
Corporation markets its services to approximately 52,000 retail
and financial locations in the U.S. (money orders), numerous
trade show organizers and exhibitors (convention and exhibit
services), 80 domestic and international airlines (in-flight food
service), and others. Occupying the number one or number two
position in many of the markets in which they compete, the
Corporation's businesses seek to provide quality, convenient and
cost-effective services with a discernible difference to the
ultimate users and thereby be considered a value-added provider
by Viad's business customers.
Viad's services are classified into three principal business
segments, namely (1) Airline Catering and Services, (2)
Convention Services, and (3) Travel and Leisure and Payment
Services. A description of each of the Viad business segments
and recent developments in each follows:
VIAD SEGMENTS
Viad is built around several company groups which are
leading competitors in their businesses, including companies
engaged in airline catering (Dobbs International Services),
airplane fueling and ground-handling (Aircraft Service
International), convention and exhibit services (GES Exposition
Services and Exhibitgroup/Giltspur), payment services (Travelers
Express), contract foodservices (Restaura), cruise ship and
airport duty-free businesses (Greyhound Leisure Services), and
travel tour services (Brewster Transport).
AIRLINE CATERING AND SERVICES
Airline catering, aircraft fueling and certain other
ground-handling operations are conducted through the Dobbs
International Services and Aircraft Service International groups
of companies. Dobbs International, which has been conducting
airline catering operations since 1941, is the second largest
domestic in-flight caterer. At the end of 1997, Dobbs
International's in-flight catering operations were preparing and
providing in-flight meals and beverages to more than 80 domestic
and international airlines at 46 airports in the United States
and 5 airports in foreign countries. Dobbs International
prepares approximately 140 million meals or snacks per year.
Dobbs International has been involved in a "Quality Improvement
Process" for many years and has been recognized for its
innovations by its customers and suppliers. Dobbs
International's five largest customers are United Airlines,
Delta, American, Northwest and US Airways. Dobbs International
and/or its predecessors have provided airline catering services
to these customers for over 50 years, on average. In January
1997, Dobbs International acquired a flight kitchen and certain
customers at the Miami International Airport.
The Aircraft Service International group of companies
provides certain ground-handling services such as aircraft
fueling, aircraft cleaning and baggage handling for major
domestic and international airlines at 33 airports throughout the
United States and in Freeport, Bahamas, London, England, and
Munich, Germany.
Dobbs International and Aircraft Service International are
focused on providing high quality service to meet the needs of
the airline industry.
CONVENTION SERVICES
Convention services are provided by the Corporation's GES
Exposition and Exhibitgroup/Giltspur companies.
GES Exposition ("GES"), the nation's leading supplier of
convention services to trade associations and exhibitors,
provides tradeshow design and planning, decorating, exhibit
design, preparation, installation and dismantling, custom
graphics, furnishings, audio visual, electrical, transportation
and management services for conventions, tradeshows and special
events. GES provides convention services through a network of
offices in North America's most active and popular tradeshow
service markets, and is also an official contractor for
Softbank/Interface, the largest independent producer of trade
shows in the world and the operator of ComDex, the largest trade
show in North America.
Exhibitgroup/Giltspur ("EXG") operates the largest exhibit
and display business in the world. EXG is a designer, builder and
installer of convention and tradeshow exhibits and displays with
locations in 29 U.S. cities and one Canadian city, and networking
with associates in 47 countries. The company also offers
exhibition marketing, planning and strategy services with a
program of implementation including advertising, multimedia,
video and event design. EXG is operated as a division of Viad,
and consists of merged operations formerly conducted by
Exhibitgroup Inc. and by Giltspur Inc., a company acquired in
October 1995.
TRAVEL AND LEISURE AND PAYMENT SERVICES
Viad's payment services business is conducted by the
Travelers Express group of companies which engages in the sale of
money orders to the public through approximately 52,000 retail
and financial locations in the United States and Puerto Rico.
Travelers Express is one of the nation's leading issuers of money
orders, processing approximately 275 million money orders in
1997. Travelers Express also provides processing of official
checks (used by financial institutions in place of their own bank
check or cashier's check) and share drafts (the credit union
industry's version of a personal check) for approximately 5,000
banks, credit unions and other financial institutions. In
addition, Travelers Express provides in-person bill payment
services for utility companies and bill payment processing
services for financial institutions. In 1997, Travelers Express
also introduced FlashPay, a new type of in-person utility bill
payment service, in a pilot in New York City, expanding the
company's bill payment products to three. In January 1997,
Travelers Express acquired the Minnesota-based business of First
State Marketing Corp. ("FSMC"), a leading high-volume check
processor specializing in the processing of refund and rebate
checks, WIC drafts, gift certificates and other financial
instruments, and also acquired the money order business of
National Express Corporation, an Oklahoma-based company. Game
Financial Corporation ("Game Financial") was acquired in December
1997. Game Financial is a provider of cash access services,
including credit card advances, check cashing and ATM services,
to approximately 90 casinos in the gaming industry. The FSMC and
Game Financial acquisitions provide new products for Travelers
Express and provide an opportunity for Travelers Express and the
acquired companies to cross-sell their existing products and
services.
Travel and leisure services are provided by the Greyhound
Leisure Services, Brewster Transport and Restaura business units.
Greyhound Leisure Services operates 126 duty-free
concessions onboard cruise ships operating primarily in North
American, Caribbean and European waters, and also operates
duty-free shops at the Miami and Fort Lauderdale/Hollywood,
Florida international airports. The company also conducts a
wholesale export operation.
Brewster Transport Company Limited, an Alberta, Canada
corporation, operates tour and charter buses in the Canadian
Rockies, and engages in travel agency, hotel and snocoach tour
operations. Brewster owns and operates 92 intercity coaches and
10 transit buses, as well as 17 snocoaches which transport
sightseers on tours of the glaciers of the Columbia Icefield.
The Restaura group of companies' contract foodservice
division serves meals to workers at approximately 170 locations,
including employees of major companies such as General Motors and
Ford, through cafeteria, executive dining room and vending
operations at large industrial complexes, high density office
buildings, universities and other similar facilities. Restaura
also acts as the prime concessionaire for all food and beverage
services at the America West Arena in Phoenix, Arizona, and
operates 7 historic lodges in and around Glacier National Park in
Montana and Canada. Restaura has expanded its sports arena
activities by entering into a concession agreement, commencing in
late March 1998, to provide food and beverage services at Bank
One Ballpark, when the Arizona Diamondbacks major league baseball
team begins play in its new stadium.
COMPETITION
The Corporation's businesses generally compete on the basis
of price, value, quality, discernable difference, convenience and
service, and encounter substantial competition from a large
number of providers of similar services, including numerous
well-known local, regional and national companies, private
payment service companies and the U.S. Postal Service (money
orders), many of which have greater resources than the
Corporation. Travelers Express also competes on the basis of
quality and magnitude of sales outlet locations, business
automation, technology and automated controls for money order
issuance, and Dobbs International also competes on the basis of
reliability, condition of kitchen facilities and truck fleet, and
on-time record. The U.S. Postal Service and First Data
Corporation are the principal competition of Travelers Express,
and SC International Services, Inc. (LSG Sky Chefs/Caterair) is
the principal competitor of Dobbs International. On a national
basis, Freeman Decorating Company is the principal competitor of
GES Exposition, and George P. Johnson is the principal competitor
of Exhibitgroup/Giltspur.
PATENTS AND TRADEMARKS
United States patents are currently granted for a term of 20
years from the date a patent application is filed. The Viad
companies own a number of patents which give them competitive
advantages in the marketplace, including a number of patents
owned by Exhibitgroup/Giltspur covering exhibit systems and by
Travelers Express for automated money order dispensing systems.
The Travelers Express patents cover security, automated reporting
and control, and other features which are important in the
issuance of money orders.
United States trademark registrations are for a term of 10
years, renewable every 10 years as long as the trademarks are
used in the regular course of trade. The Viad companies maintain
a portfolio of trademarks representing substantial goodwill in
the businesses using the marks.
Many trademarks used by Viad and its subsidiaries, including
the DOBBS, DOBBS INTERNATIONAL SERVICES, EXHIBITGROUP/GILTSPUR,
GES and TRAVELERS EXPRESS service marks, have substantial
importance and value. Certain rights in software held by
Travelers Express and its subsidiaries also provide competitive
advantage.
GOVERNMENT REGULATION
Compliance with legal requirements and government regulations are
a day-to-day integral part of the Corporation's operations and
represent a normal cost of doing business. Food safety and
airport security regulations are of importance to Dobbs
International and the Aircraft Service companies; financial
transaction reporting and state banking department regulations
affect Travelers Express; and state gaming department regulations
affect Game Financial, a Travelers Express subsidiary.
Environmental, labor and employment and other regulations affect
virtually all operations. As is the case with many companies,
the Corporation faces exposure to actual or potential claims and
lawsuits involving environmental matters. Although the
Corporation is a party to certain environmental disputes, the
Corporation believes that any liabilities resulting therefrom,
after taking into consideration amounts already provided for,
exclusive of any potential insurance recoveries, will not have a
material effect on the Corporation's financial position or
results of operations.
EMPLOYEES
EMPLOYMENT AT DECEMBER 31, 1997
EMPLOYEES COVERED BY
APPROXIMATE NUMBER OF COLLECTIVE BARGAINING
SEGMENT EMPLOYEES AGREEMENTS
- ------- --------------------- ---------------------
Airline 14,900 9,600
Catering and
Services
Convention 4,600 2,100
Services
Travel and 4,700 1,500
Leisure and
Payment Services
Viad believes that relations with its employees are
satisfactory and that collective bargaining agreements expiring
in 1998 will be renegotiated in the ordinary course of business
without adverse effect on Viad's operations.
Viad had approximately 150 employees at its corporate center
at December 31, 1997, providing management, financial and
accounting, tax, administrative, legal and other services to its
operating units and handling residual matters pertaining to
businesses previously discontinued or sold by the Corporation.
Viad is managed by a Board of Directors comprised of seven
nonemployee directors and one employee director and has an
executive management team consisting of seven Viad officers
(including the one employee director) and four principal
executives of significant operating divisions or companies.
SEASONALITY
The first quarter is normally the slowest quarter of the
year for Viad. Due to increased leisure travel during the summer
and year-end holidays, Viad's airline catering and travel and
leisure operations generally experience peak activity at these
times. Convention service companies generally experience
increased activity during the first half of the year. As a
result of these factors, Viad's 1997 quarterly earnings per share
from continuing operations (on the diluted basis), as a
percentage of the full year's earnings, were approximately 11%
(first quarter), 27% (second quarter), 35% (third quarter), and
27% (fourth quarter). See Note S of Notes to Consolidated
Financial Statements.
DISCONTINUED OPERATIONS
Viad is successor to The Greyhound Corporation, a
corporation formed in 1926 which owned and operated Greyhound
Lines, the nation's largest intercity bus transportation company.
Since that time, the Corporation has diversified into a
multi-industry business which sold the bus transportation company
in 1987, and evolved into a consumer products and services
company, and now to a services company.
Viad's evolution as a company now primarily focused on
providing services to businesses was essentially completed in
August 1996 with the spin-off of its consumer products business,
now conducted under the name The Dial Corporation. In effecting
the spin-off, the holders of common stock of Viad received a
distribution of one share of common stock of The Dial Corporation
for each share of Viad common stock. The evolution was furthered
in 1997 with the sale of the Star/Ship Atlantic in March 1997,
followed by the sale of Premier Cruise Lines, Ltd. in April 1997,
as the Corporation exited the cruise line industry.
See Notes A, D and E of Notes to Consolidated Financial
Statements for further information concerning Discontinued
Operations.
OTHER MATTERS
In addition to exiting the cruise line industry in April
1997, the Corporation also continued to dispose of other noncore
assets and businesses throughout 1997. In May 1997, the
Corporation sold its corporate headquarters building, leasing
back the space it occupies, and in October 1997, two small
British travel companies were sold. (See Note Q of Notes to
Consolidated Financial Statements for further information.)
SHELF REGISTRATION
The Corporation has a shelf registration on file with the
Securities and Exchange Commission covering $500 million of debt
and equity securities. To date, no securities have been offered
under the registration.
BUSINESS SEGMENTS
Principal business segment information is set forth in
Exhibit 13 attached hereto and made a part hereof.
ITEM 2. PROPERTIES.
Viad and its subsidiaries operate service or production
facilities and maintain sales and service offices in the United
States, Canada and the United Kingdom. The Corporation also
conducts business in certain other foreign countries.
Viad's headquarters are located at Viad Tower in Phoenix,
Arizona. Viad leases 7 floors (consisting of approximately
159,000 square feet) and in addition utilizes approximately
30,000 square feet on a rent-free basis to provide building
amenities such as food service and fitness facilities.
AIRLINE CATERING AND SERVICES operates 9 administrative
offices (including Dobbs International's corporate headquarters
located in Memphis, Tennessee), 33 airline service locations and
64 catering kitchens. All of the properties are in the United
States, except for 2 office/airline service locations and 5
catering kitchens which are located in foreign countries. Twelve
of the catering kitchens are owned. All other properties are
leased, except for 2 catering kitchens and five airline service
locations which are provided by airlines to which services are
rendered.
The catering kitchens, aggregating approximately three
million square feet, are located at or near major airports.
Actual sizes of the kitchens vary, depending on the number of
meals to be produced at each location. In January 1997, Dobbs
International acquired a flight kitchen at the Miami
International Airport. In mid-1997, Dobbs International
completed the construction of a kitchen at Philadelphia
International Airport and most recently completed construction of
a 130,000 square foot kitchen in San Francisco.
CONVENTION SERVICES operates 28 offices and 86 multi-use
facilities (exhibit construction, office and/or warehouse). The
principal facilities, used in the design and production of
exhibits and in connection with providing trade show and
exposition services, range in size from approximately 100,000
square feet to 475,000 square feet. All of the properties are in
the United States, except for 4 offices and 9 smaller warehouse
facilities which are located in Canada. Two of the warehouses
are owned; all other properties are leased.
The corporate office for GES Exposition is in Las Vegas,
Nevada, while Exhibitgroup/Giltspur's corporate office is located
in Roselle, Illinois.
TRAVEL AND LEISURE AND PAYMENT SERVICES operates 16 offices,
6 retail gift shops, 147 duty-free shops (located in airports and
onboard cruise ships), 8 warehouses, 3 bus terminals, 4 garages
and 9 hotels/lodges (with approximately 900 rooms, and ancillary
foodservice and recreational facilities), an icefield tour
facility and 19 foodservice facilities. In addition, 155
foodservice facilities are made available by firms to which
services are provided. All of the properties are in the United
States, except for 1 foodservice facility, the bus terminals,
garages, icefield tour facility, and 3 hotels/lodges, which are
located in Canada. Approximately 126 duty-free shops are
operated onboard cruise ships in international waters. Travel
and Leisure and Payment Services owns 4 hotels/lodges and 5 more
are operated pursuant to a concessionaire agreement. Three
foodservice facilities, 1 bus terminal and 3 garages are owned;
all other properties are leased. The icefield tour facility is
jointly owned and operated with Parks Canada.
Travelers Express' corporate offices are located in
Minneapolis, Minnesota. Travelers Express operates three payment
services processing centers, two of which are located in
Minneapolis and one in Texas. All the facilities occupied by
Travelers Express and its subsidiaries are leased.
Management believes that Viad's facilities in the aggregate
are adequate and suitable for their purposes and that capacity is
sufficient for current needs.
ITEM 3. LEGAL PROCEEDINGS.
Several shareholder derivative complaints were filed in the
Delaware Court of Chancery in late December 1995 and early
January 1996 against members of the Corporation's Board of
Directors and against the Corporation as a nominal defendant.
The complaints variously allege fraud, negligence, mismanagement,
corporate waste, breaches of fiduciary duty, and seek equitable
relief and recovery from or on behalf of the Corporation for
compensatory and other damages incurred by the Corporation as a
result of alleged payment of excessive compensation, improper
investments, or other improper activities. Viad and its counsel
believe the claims are without merit.
In addition, the Corporation and certain subsidiaries are
plaintiffs or defendants to various other actions, proceedings
and pending claims, including pending or potential claims by or
on behalf of approximately 6,500 former railroad workers claiming
asbestos-related health conditions from exposure to railroad
equipment made by former subsidiaries. Certain of these pending
legal actions are or purport to be class actions. Some of the
foregoing 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 referred to above could be decided against the
Corporation. Although the amount of liability at December 31,
1997, with respect to these matters is not ascertainable, Viad
believes that any resulting liability will not have a material
effect on the Corporation's financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
No matters were submitted to a vote of securityholders
during the fourth quarter of 1997.
OPTIONAL ITEM. EXECUTIVE OFFICERS OF REGISTRANT.
The names, ages and positions of the executive officers of
the Corporation as of March 13, 1998, are listed below:
EXECUTIVE
POSITION
NAME AGE OFFICE HELD SINCE
- ---- --- ------ ----------
Robert H. 53 Chairman of the Board, 1997
Bohannon President and Chief
Executive Officer of the
Corporation
L. Gene Lemon 57 Vice President- 1979
Administration of the
Corporation
Ronald G. 56 Vice President-Finance and 1987
Nelson Treasurer of the Corporation
Peter J. 58 Vice President and General 1996
Novak Counsel of the Corporation
Scott E. 51 Secretary and Associate 1997
Sayre General Counsel of the
Corporation
Richard C. 58 Vice President-Controller of 1980
Stephan the Corporation
Wayne A. 55 Vice President-Corporate 1998
Wight Development of the
Corporation
Charles J. 51 President and Chief 1991
Corsentino Executive Officer of
Exhibitgroup/Giltspur, a
division of the Corporation
Frederick J. 63 President and Chief 1985
Martin Executive Officer of Dobbs
International Services,
Inc., a subsidiary of the
Corporation
Philip W. 39 President and Chief 1996
Milne Executive Officer of
Travelers Express Company,
Inc., a subsidiary of the
Corporation
Paul B. 43 President and Chief 1996
Mullen Executive Officer of GES
Exposition Services, Inc.,
a subsidiary of the
Corporation
Each of the foregoing officers, with the exceptions set forth
below, has served in the same, similar or other executive
positions with Viad or its subsidiaries for more than the past
five (5) years.
Prior to January 1997, Mr. Bohannon served as President and
Chief Operating Officer of the Corporation since August 15, 1996.
Prior thereto he was President and Chief Executive Officer of
Travelers Express Company, Inc. since 1993, and prior to that was
a senior officer at Marine Midland Bank of Buffalo, New York.
Prior to February 1996, Mr. Novak was Deputy General Counsel
of the Corporation, and prior to serving in that position was
Group General Counsel of Registrant.
Prior to August 1996, Mr. Milne was Vice President-General
Manager-Retail Payment Products of Travelers Express Company,
Inc., since May 15, 1993, and prior thereto served in similar
executive capacities at Travelers Express Company, Inc.
Prior to May 1996, Mr. Mullen was President and Chief
Executive Officer of Giltspur, Inc., since 1995. Prior thereto
he was executive vice president and chief operating officer of
Giltspur, Inc. since 1994, and prior to that, he was president of
the Pittsburgh Division of Giltspur, Inc. since 1992.
Prior to January 1997, Mr. Sayre served as Assistant
Secretary and Assistant General Counsel of the Corporation since
February 1996, and prior thereto was Assistant General Counsel.
Prior to February 1998, Mr. Wight served as Executive
Director-Corporate Development of the Corporation since 1992.
The term of office of the executive officers is until the
next annual organization meetings of the Boards of Directors of
Viad or appropriate subsidiaries, all of which are scheduled for
May or June of this year.
The Directors of Viad are divided into three classes, with
the terms of one class of Directors to expire at each Annual
Meeting of Stockholders. The current term of office of Robert H.
Bohannon is scheduled to expire at the 1999 Annual Meeting of
Stockholders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The principal market on which the common stock of Viad is
traded is the New York Stock Exchange. The common stock is also
admitted for trading on the Midwest, Pacific, Philadelphia and
Cincinnati Exchanges. The following tables summarize the high
and low market prices as reported on the New York Stock Exchange
Composite Tape and the cash dividends declared for the two years
ended December 31, 1997:
SALES PRICE RANGE OF COMMON STOCK
---------------------------------
CALENDAR 1997 1996
QUARTERS HIGH LOW HIGH LOW
- -------- ---- --- ---- ---
First $18.00 $14.875 $33.25 $27.125
Second 19.50 14.625 30.75 $27.50
Third 20.375 17.00 30.25 13.375(1)
Fourth 20.3125 17.125 17.125 13.875
(1) On August 15, 1996, the spin-off of Viad's consumer
products business, now conducted under the name The
Dial Corporation, to the corporation's stockholders
became effective. The closing price of the
Corporation's shares immediately prior to the spin-off
on August 15, 1996 was $26.375. The high and low
prices for the period July 1, 1996 through August 15,
1996 were $30.25 and $25.25, respectively. The average
price of The Dial Corporation common stock was $13.0625
on the day immediately following the August 15
distribution, and the average price of Viad Corp common
stock was $14.3125 on the day immediately following the
distribution. Viad's high and low prices for the
period August 16, 1996, through September 30, 1996,
were $15.25 and $13.375, respectively.
DIVIDENDS DECLARED ON COMMON STOCK
1997 1996
---- ----
February $ .08 $ .16
May .08 .16
August .08 .08 (2)
November .08 .08
----- -----
Total $0.32 $0.48
(2) Viad's quarterly dividend decreased from $0.16 to
$0.08 per share following the spin-off of The Dial
Corporation. The Dial Corporation's initial
dividend rate after the spin-off maintained the
1995 annual dividend rate for stockholders who
retained shares of both companies following the
spin-off.
Regular quarterly dividends have been paid on the first
business day of January, April, July and October.
As of March 13, 1998, there were 42,526 holders of
record of Viad's common stock.
ITEM 6. SELECTED FINANCIAL DATA.
Applicable information is included in Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.
Applicable information is included in Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
1. Financial Statements--See Item 14 hereof.
2. Supplementary Data--See Condensed Consolidated
Quarterly Results in Exhibit 13.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information regarding Directors of the Registrant is
included in Viad's Proxy Statement for Annual Meeting of
Stockholders to be held on May 12, 1998 ("Proxy Statement") and
is incorporated herein and made a part hereof. The information
regarding executive officers of the Registrant is found as an
Optional Item in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION.
The information is contained in the Proxy Statement and
is incorporated herein and made a part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information is contained in the Proxy Statement and
is incorporated herein and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as a part of the
report:
FINANCIAL STATEMENTS.
The following are included in Exhibit 13:
Independent Auditors' Report and Consolidated Financial
Statements (Balance Sheet, Statements of Income, Cash
Flows, and Common Stock and Other Equity, and Notes to
Financial Statements).
EXHIBITS. #
3.A Copy of Restated Certificate of Incorporation of
Viad, as amended through August 15, 1996, filed as
Exhibit 3.A to Viad's 1996 Form 10-K, is hereby
incorporated by reference.
3.B Copy of Bylaws of Viad Corp, as amended through
February 20, 1997, filed as Exhibit 3.B to Viad's 1996
Form 10-K, is hereby incorporated by reference.
4.A Instruments with respect to issues of long-term debt
have not been filed as exhibits to this Annual Report
on Form 10-K if the authorized principal amount of any
one of such issues does not exceed 10% of total assets
of the Corporation and its subsidiaries on a
consolidated basis. The Corporation agrees to furnish
a copy of each such instrument to the Securities and
Exchange Commission upon request.
4.B Copy of Amended and Restated Credit Agreement dated as
of July 24, 1996, among Viad, the Banks parties
thereto, Citicorp USA, Inc., as Administrative Agent,
and Bank of America National Trust and Savings
Association as Documentation Agent, filed as Exhibit
4.B to Viad's 1996 Form 10-K, is hereby incorporated by
reference.
4.B1 First Amendment dated as of August 1, 1997, to Amended
and Restated Credit Agreement.*
4.B2 Second Amendment dated as of September 11, 1997, to
Amended and Restated Credit Agreement.*
10.A1 Copy of Viad Corp 1983 Stock Option and Incentive Plan,
filed as Exhibit (28) to Viad's Registration Statement
on Form S-8 (Registration No. 33-41870), is hereby
incorporated by reference.+
10.A2 Copy of amendment, effective August 1, 1994, to Viad
Corp 1983 Stock Option and Incentive Plan, filed as
Exhibit 10.H2 to Viad's 1994 Form 10-K, is hereby
incorporated by reference.+
10.B1 Copy of Viad Corp 1992 Stock Incentive Plan, filed as
Exhibit (10)(J) to Viad's 1991 Form 10-K, is hereby
incorporated by reference.+
10.B2 Copy of amendment, effective August 1, 1994, to Viad
Corp 1992 Stock Incentive Plan, filed as Exhibit 10.I2
to Viad's 1994 Form 10-K, is hereby incorporated by
reference.+
10.C Copy of 1997 Viad Corp Omnibus Incentive Plan, as
amended, filed as Exhibit 10.B to Viad's Third Quarter
1997 Form 10-Q, is hereby incorporated by reference.+
10.D Copy of Viad Corp Annual Management Incentive Plan
(pursuant to the Viad 1997 Omnibus Incentive Plan), as
amended February 19, 1998.*+
10.E Copy of Viad Corp Performance Unit Incentive Plan,
filed as Exhibit 10.L to Viad's First Quarter 1995 Form
10-Q, is hereby incorporated by reference.+
10.F Copy of Viad Corp Performance Unit Incentive Plan
(pursuant to the Viad 1997 Omnibus Incentive Plan),
filed as Exhibit 10.L1 to Viad's 1996 Form 10-K, is
hereby incorporated by reference.+
10.G Copy of Viad Corp Performance-Based Stock Plan, filed
as Exhibit 10.P to Viad's 1993 Form 10-K, is hereby
incorporated by reference.+
10.H Copy of form of Viad Corp 1983 Stock Option and
Incentive Plan Amended and Restated Restricted Stock
Agreements dated August 12, 1994, between Viad and
certain executive officers, filed as Exhibit 10.R to
Viad's 1994 Form 10-K, is hereby incorporated by
reference.+
10.I Copy of form of Viad Corp 1992 Stock Incentive Plan
Restricted Stock Agreements dated August 12, 1994,
between Viad and certain executive officers, filed as
Exhibit 10.S to Viad's 1994 Form 10-K, is hereby
incorporated by reference.+
10.J Sample forms of Contingent Agreements relating to
funding of Supplemental Executive Pensions, filed as
Exhibit (10)(T) to Viad's 1989 Form 10-K, is hereby
incorporated by reference.+
10.K Viad Corp Deferred Compensation Plan Amended and
Restated as of August 21, 1997, filed as Exhibit 10.A
to Viad's Third Quarter 1997 Form 10-Q, is hereby
incorporated by reference.+
10.L1 Copy of form of Executive Severance Agreement between
Viad and three executive officers, filed as Exhibit
(10)(G)(i) to Viad's 1991 Form 10-K, is hereby
incorporated by reference.+
10.L2 Copy of forms of Viad Corp Executive Severance Plans
covering certain executive officers, filed as Exhibit
(10)(G)(ii) to Viad's 1992 Form 10-K, is hereby
incorporated by reference.+
10.M Description of Spousal Income Continuation Plan, filed
as Exhibit 10(Q) to Viad's 1985 Form 10-K, is hereby
incorporated by reference.+
10.N Copy of Employment Agreement between Viad Corp and
Robert H. Bohannon dated January 1, 1997, filed as
Exhibit 10.U to Viad's 1996 Form 10-K, is hereby
incorporated by reference.+
10.O Copy of Employment Agreement between Viad Corp and Paul
Mullen dated April 25, 1996, filed as Exhibit 10.O to
Viad's 1996 Form 10-K, is hereby incorporated by
reference.+
10.P Copy of Viad Corp Supplemental TRIM Plan, filed as
Exhibit 10.M to Viad's 1994 Form 10-K, is hereby
incorporated by reference.+
10.Q Copy of Viad Corp Supplemental Pension Plan (Amended
and Restated as of September 30, 1997) (Previously
Amended and Restated as of January 1, 1987) dated
December 30, 1997.*+
10.R Copy of Travelers Express Company, Inc. Supplemental
Pension Plan dated December 30, 1997.*+
10.S Copy of GES Exposition Services, Inc. Supplemental
Executive Retirement Plan, as amended effective January
1, 1998.*+
10.T Copy of Greyhound Leisure Services, Inc. Key Management
Deferred Compensation Plan (amended effective January
1, 1998).*+
10.U Copy of Restaura, Inc. Key Management Deferred
Compensation Plan as amended effective January 1,
1998.*+
10.V Copy of Viad Corp Deferred Compensation Plan for
Directors, as Amended and Restated July 25, 1996, filed
as Exhibit 10.D to Viad's 1996 Form 10-K, is hereby
incorporated by reference.+
10.W Copy of Viad Corp Director's Charitable Award Program
as amended through March 15, 1996, filed as Exhibit
10.T to Viad's 1995 Form 10-K, is hereby incorporated
by reference.+
13 Financial Information set forth in Annual Report to
Securityholders.*
21 List of Subsidiaries of Viad.*
23 Consent of Independent Auditors to the incorporation by
reference into specified registration statements on
Form S-3 or on Form S-8 of their report contained in
this report.*
24 Power of Attorney signed by directors of Viad.*
27 Financial Data Schedule.*
- --------------
* Filed herewith.
+ Management contract or compensation plan or arrangement.
# Viad Corp was previously named The Dial Corp.
Note: The 1997 Annual Report to Securityholders will be
furnished to the Commission when, or before, it is sent
to securityholders.
(b) REPORTS ON FORM 8-K.
The Corporation filed no reports on Form 8-K during the
last quarterly period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 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, in Phoenix, Arizona, on the 24th day of March, 1998.
VIAD CORP
By: /s/ Robert H. Bohannon
Chairman of the
Board, President and
Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:
Principal Executive Officer
Date: March 24, 1998 By: /s/ Robert H. Bohannon
Director; Chairman
of the Board,
President and Chief
Executive Officer
Principal Financial Officer
Date: March 24, 1998 By: /s/ Ronald G. Nelson
Vice President-
Finance and
Treasurer
Principal Accounting Officer
Date: March 24, 1998 By: /s/ Richard C. Stephan
Vice President-
Controller
DIRECTORS
Jess Hay
Judith K. Hofer
Jack F. Reichert
Linda Johnson Rice
Douglas L. Rock
John C. Tolleson
Timothy R. Wallace
Date: March 24, 1998
By: /s/ Richard C. Stephan
Attorney-in-Fact
Exhibit 4.B1
VIAD CORP
FIRST AMENDMENT DATED AS OF AUGUST 1, 1997
TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of August 1, 1997 and
entered into by and among VIAD CORP, a Delaware corporation
(formerly, Dial Corp, hereinafter the "Borrower"), the banks (the
"Banks") listed on the signature pages hereof, CITICORP USA,
INC., as administrative agent for the Banks hereunder (in such
capacity, the "Administrative Agent") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as documentation agent
for the Banks hereunder (in such capacity, the "Documentation
Agent"; the Administrative Agent and the Documentation Agent
being referred to herein together as the "Agents"), and is made
with reference to the Amended and Restated Credit Agreement dated
as of July 24, 1996 (the "Credit Agreement"). Capitalized terms
used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower has requested that the provisions
restricting liens on accounts receivable resulting from the sale
of such accounts receivable be amended as set forth herein.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
SECTION 1. AMENDMENT TO SECTIONS 1.01 AND 5.02 OF THE
CREDIT AGREEMENT.
1.1. AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition, which shall be inserted
in appropriate alphabetical order:
"'TEC' means Travelers Express, Inc., a
Subsidiary of the Borrower."
1.2. AMENDMENT TO SECTION 5.02. NEGATIVE COVENANTS.
A. Clause (ii) of subsection 5.02(a) of the Credit
Agreement is hereby amended by deleting such clause in its
entirety and substituting the following therefor:
"(ii) Liens on accounts receivable or
general intangibles resulting from the sale
of such accounts receivable or general
intangibles by the Borrower or a Subsidiary
of the Borrower (other than TEC or a
Subsidiary of TEC) so long as, at any time,
the aggregate outstanding amount of cash
advanced to the Borrower or such Subsidiary,
as the case may be, and attributable to the
sale of such accounts receivable or general
intangibles does not exceed $150,000,000;"
B. Subsection 5.02(a) of the Credit Agreement is
hereby further amended by renumbering clauses (iii)-(v) as
clauses (iv)-(vi) and adding a new clause (iii) thereto to
read in its entirety as follows:
"(iii) Liens on accounts receivable or
general intangibles resulting from the sale
of such accounts receivable or general
intangibles by TEC or a Subsidiary of TEC;"
C. Subsection 5.02(a) is hereby further amended by
renumbering clause (vi) as clause (vii) and deleting the
phrase ""(i), (iii) or (iv)" in the place in which it
appears in such subsection and substituting the phrase "(i),
(ii), (iv) or (v)" therefor.
D. Subsection 5.02(a) is hereby further amended by
renumbering clause (vii) thereof as clause (viii) and
changing the number "(vi)" in the place in which it appears
in-such subsection to "(vii").
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES.
To induce the Banks to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the
Borrower represents and warrants to each Bank that the following
statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. The Borrower has all
requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement, as amended
by this Amendment (the "Amended Agreement").
B. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment and the consummation of the Amended
Agreement have been duly authorized by all necessary corporate
action on the part of the Borrower.
C. NO CONFLICT. The execution and delivery by the
Borrower of this Amendment and the consummation by the Borrower
of the Amended Agreement do not and will not (i) violate any
provision of any law or any governmental rule or regulation
applicable to the Borrower-or its Subsidiaries, the certificate
of incorporation or bylaws of the Borrower or any order, judgment
or decree of any court or other agency of government binding on
the Borrower or its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual restriction of the
Borrower or its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or
assets of the Borrower or its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person
under any contractual obligation of the Borrower or its
Subsidiaries (other than the parties hereto).
D. GOVERNMENTAL CONSENTS. The execution and delivery by
the Borrower of this Amendment and the consummation by the
Borrower of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Borrower and this Amendment and the
Amended Agreement are the legally valid and binding obligations
of the Borrower enforceable against the Borrower in accordance
with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by
principles of equity and commercial reasonableness.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained
in Section 4.01 of the Credit Agreement are true, correct and
complete in all material respects to the same extent as though
made on and as of the date hereof, except as provided above or to
the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the
transactions contemplated by this Amendment that would, upon the
giving of notice, the passage of time, or otherwise, constitute
an Event of Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS.
Section 1 of this Amendment shall become effective on the
first date on which all of the following conditions precedent
shall have been satisfied (such date being referred to herein as
the "Amendment Effective Date"):
A. On or before the Amendment Effective Date, the Borrower
shall deliver to the Banks (or to the Agents with sufficient
originally executed copies, where appropriate, for each Bank and
its counsel) the following, each, unless otherwise noted, dated
the Amendment Effective Date:
1. Signature and incumbency certificates of its
officers executing this Amendment; and
2. Executed copies of this Amendment.
B. On or before the Amendment Effective Date, all
corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by
the Agents, acting on behalf of the Banks, and their counsel
shall be satisfactory in form and substance to the Agents and
such counsel, and the Agents and such counsel shall have received
all such counterpart originals or certified copies of such
documents as the Agents may reasonably request.
SECTION 4. MISCELLANEOUS.
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(i) On and after the date this Amendment becomes
effective in accordance with its terms, each reference in
the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the
Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment,
the Credit Agreement shall remain in full force and effect
and is hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of, any right, power or remedy of the Agents or any
Bank under, the Credit Agreement.
B. FEES AND EXPENSES. The Borrower acknowledges that all
costs, fees and expenses as described in Section 8.04 of the
Credit Agreement incurred by the Administrative Agent and its
counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the
Borrower.
C. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CON8TRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE 8TATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document. This Amendment shall become effective as of the date
hereof upon the execution and delivery of a counterpart hereof by
the Borrower, the Agents and the Banks.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
VIAD CORP, a Delaware corporation
By: /s/ Ronald G. Nelson
Vice President-Finance &
Treasurer
CITICORP USA, INC., as
Administrative Agent
By: /s/ J. Gregory Davis
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Documentation Agent
By: /s/ Robert Troutman
Managing Director
CITICORP USA, INC.
By: /s/ J. Gregory Davis
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Robert Troutman
Managing Director
Bank of Montreal
By: /s/ B.A. Blucher
Senior Vice President
THE CHASE MANHATTAN BANK
By: /s/ Timothy J. Storms
Managing Director
CIBC INC.
By: /s/ Carter W. Harned
Associate, CIBC Wood
Gundy Securities Corp.,
AS AGENT
NATIONSBANK OF TEXAS, N.A.
By: /s/ Frank M. Johnson
Senior Vice President
ROYAL BANK OF CANADA
By: /s/ Tom J. Oberaigner
Manager
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Robert Bottamedi
Vice President
NBD BANK, N.A.
By: /s/ Mark A. Isley
FVP
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ Wataru Ogawa
Joint General Manager
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Michael F. McWalters
Managing Director
By: /s/ Cathy Ruhland
Vice President
THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY
By: /s/ Koh Takemoto
General Manager
MELLON BANK, N.A.
By: /s/ L.C. Ivey
Vice President
THE NORTHERN TRUST COMPANY
By: /s/ John E. Burda
Second Vice President
UNION BANK OF CALIFORNIA
By: /s/ Cary Moore
Vice President
WELLS FARGO BANK, N.A. (FORMERLY
WELLS FARGO BANK OF ARIZONA,
NATIONAL ASSOCIATION)
By: /s/ Steve Newell
AVP
By: /s/ Tod Wuertz
AVP
Exhibit 4.B2
VIAD CORP
SECOND AMENDMENT DATED AS OF SEPTEMBER 11, 1997
TO AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is dated as of September 11, 1997
and entered into by and among VIAD CORP, a Delaware corporation
(formerly, Dial Corp, hereinafter the "Borrower"), the banks (the
"Banks") listed on the signature pages hereof, CITICORP USA,
INC., as administrative agent for the Banks hereunder (in such
capacity, the "Administrative Agent") and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as documentation agent
for the Banks hereunder (in such capacity, the "Documentation
Agent"; the Administrative Agent and the Documentation Agent
being referred to herein together as the "Agents"), and is made
with reference to the Amended and Restated Credit Agreement dated
as of July 24, 1996, as amended by the First Amendment to Amended
and Restated Credit Agreement dated as of August 1, 1997 (as so
amended, the "Credit Agreement". Capitalized terms used herein
without definition shall have the same meanings herein as set
forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower has requested that the amount of the
Commitments be reduced on other than a pro rata basis;
WHEREAS, certain of the Lenders desire to terminate their
Commitments; and
WHEREAS, certain of the Lenders and certain other financial
institutions desire to assume a portion of the Commitments being
terminated.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the
parties hereto agree as follows:
SECTION 1. AMENDMENT; TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SECTION 1.01. CERTAIN DEFINED TERMS.
A. Section 1.01 of the Credit Agreement is hereby amended
by adding the following definitions, which shall be inserted in
appropriate alphabetical order:
"'New Lenders' means Norwest Bank, N.A. and Wachovia
Bank, N.A."
"'Prior Lenders' means Bank of Montreal, The Northern
Trust Company and The Long-term Credit Bank of Japan, Ltd.,
Los Angeles Agency."
"'Second Amendment' means the Second Amendment dated as
of September 11, 1997 to the Agreement."
"'Second Amendment Effective Date' means the date the
Second Amendment shall have been executed and delivered by
the parties thereto and the conditions precedent set forth
in Section 3 thereof shall have been satisfied."
B. Section 1.01 of the Credit Agreement is hereby further
amended by deleting the definition of "Lenders" therein and
substituting the following there~ or:
"'Lenders' means (i) the Banks listed on the
signature pages of the Agreement from the Effective
Date until the Second Amendment Effective Date, (ii)
the Banks listed on the signature pages of the Second
Amendment, other than the Prior Lenders, from the
Second Amendment Effective Date, (iii) each Eligible
Assignee that shall become a party pursuant to Section
8.07 and, (iv) except when used in reference to a
Committed Advance, a Committed Borrowing, a Commitment
or a related term, each Designated Bidder."
C. Section 1.01 of the Credit Agreement is hereby still
further amended by deleting the definition of "Termination Date"
therein and substituting the following therefor:
"'Termination Date' means, (i) with respect to any
Lender other than a Prior Lender, the earlier of (x) the
Commitment Termination Date of such Lender and (y) the date
of termination in whole of the commitments of all Lenders
pursuant to Section 2.05 or 6.01, and (ii) with respect to a
Prior Lender, the Second Amendment Effective Date."
1.2. AMENDMENTS TO ARTICLE II. AMOUNTS AND TERMS OF THE ADVANCES.
A. Subsection 2.01(a) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"(a) Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make Committed Advances
to the Borrower from time to time on any Business Day during
the period from the Effective Date until the Second
Amendment Effective Date in an aggregate amount not to
exceed at any time outstanding the amount set opposite such
Lender's name on the signature pages hereof and from the
Second Amendment Effective Date until the Termination Date
of such Lender in an aggregate amount not to exceed at any
time outstanding the amount set forth opposite such Lender's
name on the signature pages of the Second Amendment or, if
such Lender has entered into any Assignment and Acceptance,
set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.07(c), as such
amount may be reduced pursuant to Section 2.05 (such
Lender's Commitment"); provided that the aggregate amount of
the Commitments of the Lenders shall be deemed used from
time to time to the extent of the aggregate amount of the
Bid Advances and such deemed use of the aggregate amount of
the Commitments shall be applied to the Lenders ratably
according to their respective Commitments (such deemed use
of the aggregate amount of the Commitments resulting from
the Bid Advances being the Bid Reduction"); provided further
that (i) in no event shall the aggregate principal amount of
Committed Advances from any Lender outstanding at any time
exceed its Commitment then in effect and (ii) the Total
Utilization of Commitments shall not exceed the aggregate
Commitments then in effect."
B. Subsection 2.04(a) of the Credit Agreement is amended
and restated in its entirety as follows:
"SECTION 2.04. FEES.
(a) FACILITY FEES. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender (other
than the Designated Bidders) a facility fee on such Lender's
daily average Commitment, whether used or unused and without
giving effect to any Bid Reduction, from the Effective Date
in the case of each Lender, other than a New Lender, from
the Second Amendment Effective Date with respect to a New
Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender, in each case, until
the Termination Date of such Lender, payable quarterly in
arrears on the last day of each March, June, September and
December during the term of such Lender's Commitment,
commencing September 30, 1996 with respect to each Lender,
other than a New Lender, and from the Second Amendment
Effective Date with respect to a New Lender, and, in each
case, on the Termination Date of such Lender, in an amount
equal to the product of (i) such Lender's daily average
Commitment, whether used or unused and without giving effect
to any Bid Reduction, in effect during the period for which
such payment that is to be made times (ii) the weighted
average rate per annum that is derived from the following
rates: (a) a rate of 0.10% per annum with respect to each
day during such period that the ratings with respect to
Long-Term Debt were at Level 1, (b) a rate of 0.110% per
annum with respect to each day during such period that such
ratings were at Level 2, (c) a rate of 0.125% per annum with
respect to each day during such period that such ratings
were at Level 3, (d) a rate of 0.1875% per annum with
respect to-each day during such period that such ratings
were at Level 4, and (e) at the rate of 0.2500% per annum
with respect to each day during such period that such
ratings were at Level 5. If any change in the rating
established by S&P, Moody's or Duff & Phelps with respect to
Long-Term Debt shall result in a change in the Level, the
change in the commitment fee shall be effective as of the
date on which such rating change is publicly announced. If
the ratings established by any two of S&P, Moody's or Duff &
Phelps with respect to Long-Term Debt are unavailable for
any reason for any day, then the applicable level for
purposes of calculating the commitment fee for such day
shall be deemed to be Level 5 (or, if the Requisite Lenders
consent in writing, such other Level as may be reasonably
determined by the Requisite Lenders from a rating with
respect to Long-Term Debt for such day established by
another rating agency reasonably acceptable to the Requisite
Lenders).
C. Schedule I is hereby amended by deleting the Applicable
Lending Offices of the Prior Lenders in the place in which it
appears in such Schedule and adding thereto the Applicable
Lending Offices of the New Lenders set forth on Annex 1 hereto.
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES.
To induce the Banks to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the
Borrower represents and warrants to each Bank that the following
statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. The Borrower has all
requisite corporate power and authority to enter into this
Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement, as amended
by this Amendment (the "Amended Agreement").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery
of this Amendment and the consummation of the Amended Agreement
have been duly authorized by all necessary corporate action on
the part of the Borrower.
C. NO CONFLICT. The execution and delivery by the Borrower
of this Amendment and the consummation by the Borrower of the
Amended Agreement do not and will not (i) violate any provision
of any law or any governmental rule or regulation applicable to
the Borrower or its Subsidiaries, the certificate of
incorporation or bylaws of the Borrower or any order, judgment or
decree of any court or other agency of government binding on the
Borrower or its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual restriction of the
Borrower or its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or
assets of the Borrower or its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person
under any contractual obligation of the Borrower or its
Subsidiaries (other than the parties hereto).
D. GOVERNMENTAL CONSENTS. The execution and delivery by the
Borrower of this Amendment and the consummation by the Borrower
of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by the Borrower and this Amendment and the
Amended Agreement are the legally valid and binding obligations
of the Borrower enforceable against the Borrower in accordance
with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by
principles of equity and commercial reasonableness.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained
in Section 4.01 of the Credit Agreement are true, correct and
complete in all material respects to the same extent as though
made on and as of the date hereof, except as provided above or to
the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the
transactions contemplated by this Amendment that would, upon the
giving of notice, the passage of time, or otherwise, constitute
an Event of Default.
SECTION 3. CONDITIONS TO EFFECTIVENESS.
Section 1 of this Amendment shall become effective on the
first date on which all of the following conditions precedent
shall have been satisfied (such date being referred to herein as
the "Amendment Effective Date"):
A. On or before the Amendment Effective Date, the Borrower
shall deliver to the Banks (or to the Agents with sufficient
originally executed copies, where appropriate, for each Bank and
its counsel) the following, each, unless otherwise noted, dated
the Amendment Effective Date:
1. Signature and incumbency certificates of its
officers executing this Amendment; and
2. Executed copies of this Amendment.
B. On or before the Amendment Effective Date, all
corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by
the Agents, acting on behalf of the Banks, and their counsel
shall be satisfactory in form and substance to the Agents and
such counsel, and the Agents and such counsel shall have received
all such counterpart originals or certified copies of such
documents as the Agents may reasonably request.
C. On or before the Amendment Effective Date, Borrower
shall pay to each of the Prior Lenders, all amounts owned to such
Prior Lenders pursuant to Section 8.04 of the Agreement.
SECTION 4. NEW LENDER.
Each New Lender (i) confirms that it has received a copy of
the Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into the Second Amendment; (ii)
agrees that it will, independently and without reliance upon the
Agents, any Prior Lenders or any other Lender and based on such
documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement; (iii) confirms that it
is an Eligible Assignee; (iv) appoints and authorizes each Agent
to take such action as agent on its behalf and to exercise such
powers under the Agreement as are delegated to such Agent by the
terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the
Agreement are required to be performed by it as a Lender; and
(vi) specifies as its Domestic Lending Office (and address for
notices) and Eurodollar Lending Office the offices set forth in
Section 1.2(c) hereof.
SECTION 5. MISCELLANEOUS.
A. Reference to and Effect on the Credit Agreement and the
Other Loan Documents.
(i) On and after the date this Amendment becomes
effective in accordance with its terms, each reference in
the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the
Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment,
the Credit Agreement shall remain in full force and effect
and is hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a
waiver of, any right, power or remedy of the Agents or any
Bank under, the Credit Agreement.
B. FEES AND EXPENSES. The Borrower acknowledges that all
costs, fees and expenses as described in Section 8.04 of the
Credit Agreement incurred by the Administrative Agent and its
counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the
Borrower.
C. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same
document. This Amendment shall become effective as of the date
hereof upon the execution and delivery of a counterpart hereof by
the Borrower, the Agents and the Banks.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
VIAD CORP, a Delaware corporation
By: /s/ Robert H. Bohannon
Chairman, President and
Chief Executive Officer
By: /s/ Ronald G. Nelson
Vice President-Finance
and Treasurer
CITICORP USA, INC., as
Administrative Agent
By: /s/ J. Gregory Davis
Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Documentation Agent
By: /s/ Robert Troutman
Managing Director
Commitment: $32,000,000 CITICORP USA, INC.
By: /s/ J. Gregory Davis
Attorney-in-Fact
Commitment: $32,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ Robert Troutman
Managing Director
Commitment: 0 BANK OF MONTREAL
By: /s/ B.A. Blucher
Senior Vice President
Commitment: $24,000,000 THE CHASE MANHATTAN BANK
By: /s/ Timothy J. Storms
Managing Director
Commitment: $24,000,000 CIBC INC.
By: /s/ Cheryl L. Root
Director, CIBC Wood Gundy
Securities Corp., as
Agent
Commitment: $24,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ Frank M. Johnson
Senior Vice President
Commitment: $24,000,000 ROYAL BANK OF CANADA
By: /s/ Tom J. Oberaigner
Manager
Commitment: $20,000,000 MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Robert Bottamedi
Vice President
Commitment: $20,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ James D. Benko
Vice President
Commitment: $16,000,000 THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By: /s/ Vicente L. Timiraos
SVP & Senior Manager
Commitment: $16,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By: /s/ Sal Battinelli
VP
By: /s/ Elizabeth Wields
Associate
Commitment: 0 THE LONG-TERM CREDIT BANK OF JAPAN
LTD., LOS ANGELES AGENCY
By: /s/ T. Morgan Edwards II
Deputy General Manager
Commitment: $12,000,000 MELLON BANK, N.A.
By: /s/ L.C. Ivey
Vice President
Commitment: 0 THE NORTHERN TRUST COMPANY
By: /s/ John E. Burda
Second Vice President
Commitment: $12,000,000 UNION BANK OF CALIFORNIA
By: /s/ Cedric Henley
Credit Officer
By: /s/ Cary Moore
Vice President
Commitment: $12,000,000 WELLS FARGO BANK, N.A. (SUCCESSOR
TO FIRST INTERSTATE BANK OF
ARIZONA, N.A.)
By: /s/ Edith R. Lim
Vice President
By: /s/ David B. Hollingsworth
Vice President
Commitment: $16,000,000 NORWEST BANK ARIZONA, N.A.
By: /s/ Jaclyn Noel
AVP
Commitment: $16,000,000 WACHOVIA BANK, N.A.
By: /s/ Michael S. Simms
Vice President
Exhibit 10.D
VIAD CORP
ANNUAL MANAGEMENT INCENTIVE PLAN
PURSUANT TO THE VIAD 1997 OMNIBUS INCENTIVE PLAN
AS AMENDED FEBRUARY 19, 1998
I. PURPOSE:
The purpose of the Viad Corp Management Incentive Plan
(Plan) is to provide key executives of Viad Corp and its
subsidiaries with an incentive to achieve goals as set
forth under this Plan for each calendar year (Plan Year)
for their respective companies and to provide effective
management and leadership to that end.
II. PHILOSOPHY:
The Plan will provide key executives incentive bonuses
based upon appropriately weighted pre-defined net income
and other performance measurements.
III. SUBSIDIARIES, SUBSIDIARY GROUPS AND DIVISIONS:
A. Each subsidiary, subsidiary group, line of business
or division listed below is a "Company" for the
purposes of this Plan:
NAME OF COMPANY
Aircraft Service International group
Brewster Transport Company Limited
Crystal Holidays, Limited
Dobbs International Services, Inc. group
Exhibitgroup/Giltspur, Inc.
GES Exposition Services, Inc. group
Greyhound Leisure Services, Inc. group
Jetsave Inc. group
Premier Cruise Lines, Inc.
Restaura, Inc. group
Travelers Express Company, Inc. group
Viad Corp may, by action if its Board of Directors
or its Human Resources Committee, add or remove
business units on the list of participant companies
from time to time.
B. FUNDING LIMIT:
A "funding limit" shall be established annually for
each Company participant who has been designated an
Executive Officer as defined under Section 16b of
the Securities Exchange Act. The funding limit
shall be an amount determined by multiplying the
actual net income of the Company for the Plan Year
by the percent of such income approved by the Human
Resources Committee of the Viad Corp Board of
Directors (Committee) for such funding limit. The
subsidiary executive cannot be paid a larger bonus
than the funding limit provided by this clause, but
may be paid less in the discretion of the HR
Committee based on the Performance Goals set forth
below and other such factors which the HR Committee
may consider.
C. PERFORMANCE GOALS:
1. NET INCOME:
An appropriate "net income" target for the plan
year for each Company will be recommended by
the Chief Executive Officer of Viad Corp to the
Committee for approval taking into account
overall corporate objectives, historical income
and Plan Year financial plan income (on the
same basis as determined below) and, if
appropriate, other circumstances.
Net income to be used in calculating the bonus
pool of each Company shall mean net income
(after deducting charges against income for all
incentives earned, including those earned under
this Plan) adjusted to appropriately exclude
the effects of gains and losses from the sale
or other disposition of capital assets other
than vehicles. There will be an addback to
actual net income for any additional
intercompany interest cost (net of tax)
incurred during the year by a subsidiary as the
result of any special dividend paid (in excess
of 100% of net income for the year). In
addition, an addback to actual net income will
be allowed for any increased cost to a
subsidiary for an increase in the formula
allocation of corpoate overhead over amounts
included in the Plan for the year.
Special treatment of any other significant
unusual or non-recurring items (for purposes of
determining actual Plan Year net income)
arising after a Company's targets are set may be
recommended by the Chief Executive Officer of
Viad Corp to the Committee for approval,
including, for example, appropriate adjustment
of net income target to reflect planned effects
of an acquisition approved after target has
been set. Other examples include extraordinary
items, effects of a change in accounting
principles or a change in federal income tax
rates.
2. OTHER PERFORMANCE MEASUREMENTS:
An appropriate number of performance
measurements other than net income will be
established for each Company, to place
increased emphasis on areas of importance to
achieving overall corporate objectives, with
the Chief Executive Officer of Viad to
recommend to the HR committee the measures to
be used and, at the end of the year, the level
of achievement against each. Measures which
may be used include, but are not limited to:
1) Cash flow growth
2) Operating income margin growth*
3) Revenue growth*
4) Receivables-days outstanding/timely and
accurate billing
5) Working capital control
6) Control/reduce workers compensation and
liability claims/costs
7) Profitability per employee
8) Growth in funds for payment service
* Fully taxable equivalent basis (where
appropriate)
3. ESTABLISHING TARGETS:
The actual target for net income and the
categories of discretionary performance
measurement to be employed will be established
by the Committee no later than 90 days after
the beginning of the Plan Year after receiving
the recommendations of the Chief Executive
Officer of Viad Corp.
D. PARTICIPANT ELIGIBILITY:
The Committee will select the Executive Officers as
defined under Section 16b of the Securities Exchange
Act eligible for participation no later than 90 days
after the beginning of the Plan Year. Other
personnel will be eligible for participation as
designated by each Company President or Chief
Executive Officer and recommended to the Chief
Executive Officer of Viad Corp for approval, limited
only to those executives who occupy a position in
which they can significantly affect operating
results as pre-defined by appropriate and consistent
criteria, i.e., base salary not less than $49,000
per year, or base salary not less than 50% of the
Company's Chief Executive Officer, or position not
more than the third organizational level below the
Company Chief Executive Officer or another
applicable criteria.
NOTE: Individuals not qualifying under the criteria
established for the Plan Year who were included in
the previous year will be grandfathered (continue as
qualified participants until retirement,
reassignment, or termination of employment) if
designated by the Company President or Chief
Executive Officer, and approved by the Chief
Executive Officer of Viad Corp.
E. TARGET BONUSES:
Target bonuses will be approved by the Committee for
each Executive Officer in writing within the
following parameters no later than 90 days after the
beginning of the Plan Year and will be expressed as
a percentage of salary paid during the year. Target
bonuses for other eligible personnel will be
established in writing within the following
parameters subject to approval by the Chief
Executive Officer of Viad Corp.
Actual bonus awards will be dependent on Company
performance versus the targets established. A
threshold performance will be required before any
bonus award is earned under the net income goal.
Awards will also be capped when stretch performance
levels are achieved.
As a Percentage of Salary
Subsidiary Positions Threshold** Target Cap
- -----------------------------------------------------------------
Chief Executive Officer/
President* 22.5% 45% 80.325%
20.0% 40% 71.4%
Executive Vice President-
Senior Vice President, and
Other Operating Executives 20.0% 40% 71.4%
Vice Presidents* 17.5% 35% 62.475%
15.0% 30% 53.55%
Key Management Reporting
to Officers* 12.5% 25% 44.625%
10.0% 20% 35.7%
Staff Professionals* 7.5% 15% 26.775%
5.0% 10% 17.85%
- -----------------------------------------------------------------
* Target Bonus, as determined by the Committee, is dependent
upon organization reporting relationships.
** Reflects minimum achievement of both performance targets.
Threshold could be lower if minimum achievement of only
one performance target is met.
F. BONUS POOL TARGET:
1. The "Bonus Pool Target" will be initially
established no later than 90 days after the
beginning of the Plan Year and will be adjusted
to equal the sum of the target bonuses of all
designated participants in each Company based
upon actual Plan Year salaries, as outlined in
paragraph D above, plus 15% for Special
Achievement Awards.
2. The bonus pool will accrue ratably such that
(a) on 2/3 of the sum of target bonuses:
(i) no bonus will be earned if less
than 90% of the net income
target is achieved;
(ii) 50% (threshold) to 100% will be
earned if 90% to 100% of the net
income target is achieved;
(iii) 100% to 178.5% will be earned if
100% to 110% of the net income
target is achieved.
(b) on 1/3 of the sum of target bonuses:
(i) No bonuses will be earned if
achievement relating to the
other designated performance
measurements is considered
unsatisfactory;
(ii) 50% (threshold) to 178.5% will
be earned as determined by the
Committee after considering the
recommendation of the Chief
Executive Officer of Viad of the
level of acceptable achievement
relating to the other designated
performance measurements.
Notwithstanding 2.a) i), ii) and
iii), of this paragraph F, the
ratable accrual of the net
income target may be established
for threshold within the range
of above 90%, up to and
including 95% and for maximum
within the range of below 110%
down to 105%, for a Company as
may be designated by the
Committee after considering the
recommendations of the Chief
Executive Officer of Viad Corp;
however, the Committee may, when
appropriate, adjust such ranges
upward or downward.
Further, the bonus pool shall
include any excess of the
funding limit established
pursuant to paragraph B for a
Company's Executive Officer(s)
over the amount of bonus pool
funds otherwise provided with
respect to such person(s)
pursuant to 2a) and b) of this
Paragraph F.
3. Bonus pool accruals not paid out shall not be
carried forward to any succeeding year.
G. INDIVIDUAL BONUS AWARDS:
1. Indicated bonus awards will be equal to the
product of the target bonus percentage times
the weighted average percentage of bonus pool
accrued as determined in paragraph F above
times the individual's actual base salary
earnings during the Plan Year, subject to
adjustments as follows:
(a) iscretionary upwards or downward
adjustment of formula bonus awards by
the Committee after considering the
recommendation of the Company President
or Chief Executive Officer with the
approval of the Chief Executive Officer
of Viad Corp for those executives not
affected by Section 162(m) of the
Internal Revenue Code, and
(b) discretionary downward adjustment of
awards by the Committee for those
executive officers affected by Section
162(m) of the Internal Revenue Code, and
(c) no individual award may exceed the
individual's capped target award or the
funding limit with respect to Executive
Officers, and the aggregate recommended
bonuses may not exceed the bonus pool
accrued for other than Special
Achievement Awards.
2. Bonuses awarded to the participating management
staff of subsidiary groups may be paid from
funds accrued based upon the target bonus for
such participant(s) times the weighted average
performance of the Companies in the subsidiary
group, subject to adjustments as above.
IV. VIAD CORP CORPORATE STAFF:
A. FUNDING LIMIT:
A "funding limit" shall be established annually for
each Corporate participant who has been designated
an Executive Officer as defined under Section 16b of
the Securities Exchange Act. The funding limit will
be an amount determined by multiplying the actual
net income from continuing operations of the
Corporation (as used in the income per share
calculation described herein) for the Plan Year by
the percent of such income approved by the Committee
for such funding limit. The executive cannot be
paid a larger bonus than the funding limit provided
by this clause, but may be paid less in the
discretion of the Committee based on the Performance
Goals set forth below and such other factors which
the Committee may consider.
B. PERFORMANCE GOALS:
1. INCOME PER SHARE:
An appropriate "income per share" from
continuing operations target for Viad Corp will
be recommended by the Chief Executive Officer
of Viad Corp to the Committee for approval
after considering historical income per share
from continuing operations, Plan Year financial
plan income, overall corporate objectives, and,
if appropriate, other circumstances.
Income per share from continuing operations is
determined before extraordinary items, effects
of changes in accounting principles or a change
in federal income tax rates after the target
has been set. (For example, new FASB release
on Earnings per share to be effective for
periods after December 15, 1997, but not taken
into account in setting 1997 target income per
share.) Reclassification of a major business
unit to discontinued operations status after
targets have been set would also require
adjustment because of effect on continuing
operations results. While gains on disposition
of a business would normally not be included in
determining actual Plan Year net income or
income per share, in the event of the sale of a
subsidiary or major business unit, a portion of
gain would be included equal to the difference
between the sold unit's planned net income for
the year and actual results to date of sale
plus calculated interest savings on proceeds
for the balance of the year, so that actual
results are not penalized for selling a
business.
2. OTHER PERFORMANCE MEASUREMENTS:
An appropriate number of performance
measurements other than income per share will
be established for Corporate, with the Chief
Executive Officer of Viad to recommend to the
Human Resources Committee the level of
achievement against each of the measures.
The measures to be considered include, but are
not limited to:
1) Reduction of investment in non-core
assets
2) Cash flow growth
3) Management of 'legacy' liabilities of
discontinued and/or sold businesses
(primarily for legal, self-insurance,
reinsurance and environmental matters)
4) Strategic positioning through effective
portfolio management
5) Corporate center cost control
6) Successfully exiting the discontinued
cruise business in 1997
7) Maintain or improve to mid-BBB Viad's
debt ratings from each of the rating
agencies
8) Through analysis and support, identify
and help correct problems in operating
units
3. ESTABLISHING TARGETS:
The actual target for income per share and the
other performance measurements to be used will
be established by the Committee no later than
90 days after the beginning of the Plan year
after receiving the recommendations of the
Chief Executive Officer of Viad Corp.
C. PARTICIPANT ELIGIBILITY:
The Committee will select the Executive Officers as
defined under Section 16b of the Securities Exchange
Act eligible for participation no later than 90 days
after the beginning of the Plan Year. Other
personnel will be eligible for participation as
recommended by the appropriate staff Vice President
and as approved by the Chief Executive Officer of
Viad Corp, limited only to those executives who
occupy a position in which they can significantly
affect operating results as defined by the following
criteria:
a) Salary grade 25 and above; and
b) Not more than Organizational Level Four below
the Chief Executive Officer.
NOTE: Individuals not qualifying under the criteria
established for the Plan Year who were included in
the previous year will be grandfathered (continue as
qualified participants until retirement,
reassignment, or termination of employment) if
designated by the appropriate Vice President and
approved by the Chief Executive Officer of Viad
Corp.
D. TARGET BONUSES:
Target bonuses will be approved by the Committee for
each Executive Officer in writing within the
following parameters no later than 90 days after the
beginning of the Plan Year and will be expressed as
a percentage of salary. Target bonuses for other
eligible personnel will be established in writing
within the following parameters subject to approval
by the Chief Executive Officer of Viad Corp.
Actual bonus awards will be dependent on Company
performance versus the targets established. A
threshold performance will be required before any
bonus award is earned under the income per share
goal. Awards also will be capped when stretch
performance levels are achieved.
As a Percentage of Salary
Corporate Positions Threshold** Target Cap
- ----------------------------------------------------------------
Chairman, President &
Chief Executive Officer 37.50% 75% 127.5%
Senior Advisory Group 22.50% 45% 76.5%
Corporate Staff Officers 20.00% 40% 68.0%
Staff Directors* 17.50% 35% 59.5%
15.00% 30% 51.0%
12.50% 25% 42.5%
10.00% 20% 34.0%
Staff Professionals* 7.50% 15% 25.5%
5.00% 10% 17.0%
- ----------------------------------------------------------------
* Target Bonus, as determined by the Committee, is dependent
upon Organization Reporting Relationships.
** Reflects minimum of achievement of both performance
targets. Threshold could be less if minimum achievement
of only one performance target is met.
E. BONUS POOL TARGET:
1. The "Bonus Pool Target" will be established no
later than 90 days after the beginning of the
Plan year and will be adjusted to equal the sum
of the target bonuses of all qualified
participants based upon actual Plan Year base
salaries, as outlined in paragraph C above,
plus 15% for Special Achievement Awards.
2. The bonus pool will accrue ratably such that
a) on 2/3 of the sum of the target bonuses:
(i) no bonus will be earned if less
than 90% of income per share
target is achieved;
(ii) 50% to 100% will be earned if
90% to 100% of income per share
target is achieved; and
(iii) 100% to 170% will be earned if
100% to 110% of income per share
target is achieved.
b) on 1/3 of the sum of target bonuses:
(i) no bonus will be earned if
achievement relating to the
other designated performance
measurements is considered
unsatisfactory;
(ii) from 50% (threshold) to 170%
will be earned as designated by
the Committee after considering
the recommendation of the Chief
Executive Officer of Viad of the
level of acceptable achievement
relating to the other designated
performance measures
provided no less than an amount equal to
12.5% of the actual bonus accruals
earned under section III of this Plan or
any Line of Business Incentive Plan
established after 1984, for participants
under section III herein will be earned
hereunder, up to an aggregate maximum of
170% of Bonus Pool Target and
transferred by the companies covered in
section III, herein, to Viad Corp. For
purposes of this determination only, the
178.5% upper limit shall not apply on
such actual bonus accrual calculations
for subsidiaries, subsidiary groups and
divisions, and the calculation will
exclude the excess if any, of funding
limit amounts over bonus pool funds
otherwise calculated under this
provision.
c) Notwithstanding 2. a) i), ii) and iii)
of this paragraph E, the ratable accrual
of the income per share target may be
established for threshold within the
range of above 90% up to and including
95% and for maximum within the range of
below 110% down to 105% as may be
designated by the Committee; however,
the Committee may, when appropriate,
adjust such ranges upward or downward.
Further, the bonus pool shall include
any excess of the funding limit
established pursuant to Paragraph B for
each Corporate Executive Officer over
the amount of bonus pool funds otherwise
provided with respect to such persons
pursuant to 2 a) and b) of this
Paragraph E.
3. Bonus pool accruals not paid out shall not be
carried forward to any succeeding year.
F. INDIVIDUAL BONUS AWARDS:
Indicated bonus awards will be equal to the product
of the target bonus percentage times the weighted
average percentage of bonus pool accrued as
determined in paragraph D above times the
individual's actual Plan Year base salary earnings,
subject to adjustments as follows:
a) discretionary upward or downward adjustment of
formula awards by the Committee after
considering the recommendations of the Chief
Executive Officer of Viad Corp for those
executives not affected by Section 162(m) of
the Internal Revenue Code.
b) discretionary downward adjustment of awards by
the Committee for those Executive Officers
affected by Section 162(m) of the Internal
Revenue Code, and
c) no individual award may exceed the individual's
capped target award or the funding limit with
respect to Executive Officers and the aggregate
recommended bonuses may not exceed the bonus
pool for other than Special Achievement Awards.
V. SPECIAL ACHIEVEMENT AWARDS:
Special bonuses of up to 15% of base salary for
exceptional performance to employees (primarily exempt
employees) who are not participants in this Plan,
including newly hired employees, may be recommended at the
discretion of the Chief Executive Officer to the Committee
from the separate funds for discretionary awards provided
for under paragraphs III F and IV E.
VI. APPROVAL AND DISTRIBUTION:
The individual incentive bonus amounts and the terms of
payment thereof will be fixed following the close of the
Plan Year by the Committee. Any award made under this
Plan is subject to the approval of this Plan by the
stockholders of Viad Corp.
VII. COMPENSATION ADVISORY COMMITTEE:
The Compensation Advisory Committee is appointed by the
Chief Executive Officer of Viad Corp to assist the
Committee in the implementation and administration of this
Plan. The Compensation Advisory Committee shall propose
administrative guidelines to the Committee to govern
interpretations of this Plan and to resolve ambiguities,
if any, but the Compensation Advisory Committee will not
have the power to terminate, alter, amend, or modify this
Plan or any actions hereunder in any way at any time.
VIII. SPECIAL COMPENSATION STATUS:
All bonuses paid under this Plan shall be deemed to be
special compensation and, therefore, unless otherwise
provided for in another plan or agreement, will not be
included in determining the earnings of the recipients for
the purposes of any pension, group insurance or other plan
or agreement of a Company or of Viad Corp. Participants
in this Plan shall not be eligible for any contractual or
other short-term (sales, productivity, etc.) incentive
plan except in those cases where participation is weighted
between this Plan and any such other short-term incentive
plan.
IX. DEFERRALS:
Participants subject to taxation of income by the United
States may submit to the Committee, prior to November 15
of the year in which the bonus is being earned a written
request that all or a portion, but not less than $1,000,
of their bonus awards to be determined, if any, be
irrevocably deferred substantially in accordance with the
terms and conditions of a deferred compensation plan
approved by the Board of Directors of Viad Corp or, if
applicable, one of its subsidiaries. Participants subject
to taxation of income by other jurisdictions may submit to
the Committee a written request that all or a portion of
their bonus awards be deferred in accordance with the
terms and conditions of a plan which is adopted by the
Board of Directors of a participant's Company. Upon the
receipt of any such request, the Committee thereunder
shall determine whether such request should be honored in
whole or part and shall forthwith advise each participant
of its determination on such request.
X. PLAN TERMINATION:
This plan shall continue in effect until such time as it
may be canceled or otherwise terminated by action of the
Board of Directors of Viad Corp and will not become
effective with respect to any Company unless and until its
Board of Directors adopts a specific plan for such
Company. While it is contemplated that incentive awards
from the Plan will be made, the Board of Directors of Viad
Corp, or any other Company hereunder, may terminate,
amend, alter, or modify this Plan at any time and from
time to time. Participation in the Plan shall create not
right to participate in any future year's Plan.
XI. EMPLOYEE RIGHTS:
No participant in this Plan shall be deemed to have a
right to any part or share of this Plan. This Plan does
not create for any employee or participant any right to be
retained in service by any Company, nor affect the right
of any such Company to discharge any employee or
participant from employment. Except as provided for in
administrative guidelines, a participant who is not an
employee of Viad Corp or one of its subsidiaries on the
date bonuses are paid will not receive a bonus payment.
XII. EFFECTIVE DATE:
The Plan shall be effective January 1, 1997, provided
however, that any award made under this Plan is subject to
the approval of the Viad 1997 Omnibus Incentive Plan by
the stockholders of Viad Corp.
Exhibit 10.Q
VIAD CORP
SUPPLEMENTAL PENSION PLAN
(AMENDED AND RESTATED AS OF SEPTEMBER 30, 1997)
(PREVIOUSLY AMENDED AND RESTATED AS OF JANUARY 1, 1987
1. PURPOSE.
The purpose of the Viad Corp Supplemental Pension Plan
(hereinafter referred to as the "Plan") is to provide deferred
compensation to Eligible Employees (as defined in paragraph 2) on
and after January 1, 1976. It is the intention of Viad Corp
(hereinafter called the "Company") that Eligible Employees are
those employees designated by the Company, or the Chief Executive
Officer of the Company, pursuant to paragraph 2, from a select
group of management or highly-compensated employees of the
Company, or any of its subsidiaries or affiliates (hereinafter
referred to as "Subsidiaries") and that the Plan continue to be
eligible for exemptions under Parts 1, 2, 3 and 4 of Title I of
ERISA and U.S. Department of Labor regulations. It also is the
intention of the Company that the Plan be unfunded, that any
Eligible Employee's rights under the Plan are those of a general
creditor only, and that there be no elections with respect to any
benefits under the Plan by Eligible Employees. Subject to rights
and benefits expressly fixed by the terms hereof, the Company
also intends that the Plan may be amended or terminated and that
benefits may be reduced or eliminated as the Board of Directors
of the Company determines from time to time and that individuals'
rights may be altered.
2. PARTICIPATION.
An employee of the Company (or any of its Subsidiaries) may
become eligible to participate in the Plan (referred to herein as
"Eligible Employee") when approved by the Board of Directors of
the Company (or a committee thereof), or by the Chief Executive
Officer of the Company, as specifically designated in each
Schedule of Benefits (which is attached hereto, and by this
reference made a part hereof). A list of Eligible Employees with
respect to each Schedule of Benefits is correspondingly
denominated and attached as an exhibit to the Plan (referred to
herein as "Exhibit") and each such Exhibit shall be periodically
updated.
3. FUNDING.
No fund shall be established to provide for the payment of
benefits under the Plan. No trust, other than one which will not
cause the Plan to be "funded" under current Internal Revenue
Service and U.S. Department of Labor regulations and rulings,
shall be created. Any rights of an Eligible Employee or any
other person claiming by or through him or her shall be those of
a general creditor of the Company only. The Company may create
book reserves or take such other steps as it deems appropriate to
provide for its expected liabilities under the Plan.
4. CATEGORIES OF BENEFIT PAYMENTS TO ELIGIBLE EMPLOYEES.
Benefits shall be payable by the Company in accordance with the
terms and conditions of the Plan and as described in each
Schedule of Benefits to the Eligible Employees described in each
such Schedule of Benefits and its corresponding Exhibit.
5. RETIREMENT BENEFITS.
Except, as otherwise expressly provided in the Plan or in a
Schedule of Benefits, the Plan shall make monthly payments to an
Eligible Employee at the same time such Eligible Employee
receives or would be deemed to receive under any Schedule of
Benefits his or her pension benefits under the pension plan(s)
sponsored by the Company, or any of its Subsidiaries, (herein,
and in any Schedule of Benefits, referred to for the purposes of
the Plan as "the time of his or her retirement"), but in no event
shall monthly payments begin before such Eligible Employee has
attained the age of 55 and has actually left the employ of the
Company or its Subsidiaries. Unless otherwise expressly stated
in a Schedule of Benefits, such monthly payments shall be equal
to the amount by which the sum of the monthly pension benefits
payable to the Eligible Employee from all pension plans sponsored
by the Company or any of its Subsidiaries, other than this Plan
and a plan qualified under Internal Revenue Code Section 401(k),
(hereinafter called "Pension Plans"), is less than the aggregate
amount(s) determined under the applicable Schedule(s) of
Benefits. In making this determination, the amount(s) from such
Pension Plan(s) shall be determined prior to the election of any
payment options (such as joint and survivor elections) and
without regard to Internal Revenue Code Section 415 or any other
law or regulation which would limit benefit amounts from such
Pension Plan(s). In addition, when an Eligible Employee is a
participant in more than one Pension Plan and benefits under any
one of such Pension Plans are not available immediately on
account of early retirement eligibility provisions, then, for the
purposes of the Plan, such benefits shall be taken into account
as though payable immediately on an actuarially equivalent basis,
as reasonably determined by the Viad Retirement Committee
("Committee") in its sole discretion.
6. FINAL AVERAGE EARNINGS.
Final Average Earnings for purposes of Schedules A, B, B', C and
E shall be as defined in the Viad Corp Retirement Income Plan
(hereinafter, "VCRIP") plus amounts that were not included in
Final Average Earnings because such amounts were deferred and,
for Schedules A, B, B' and C only, the average of the highest
five calendar years of Management Incentive Plan (hereinafter,
"MIP") (or its predecessor or successor Plan) awards (whether
paid or deferred) made to him or her while in continuous service,
except that for Schedules B, C, and E, when calculating Final
Average Earnings for years following December 31, 1997 only one-half
of MIP (if MIP is included in the calculation of
compensation) shall be used and there shall be applied a
transition benefit calculation as more fully described in the
appropriate Schedules. Any deferrals included in Final Average
Earnings by reason hereof shall only be used once in calculating
such Final Average Earnings.
7. OPTIONAL FORMS.
If any pension benefit is payable to an Eligible Employee from a
Pension Plan, and an optional form of payment is elected under
that Pension Plan, then a similar election will be deemed made
under the Plan. If two or more such pensions are payable from
such other Pension Plans, then the option selected from the
Pension Plan generating the largest monthly pension payment
(include the beneficiary designation in connection with such
option and benefits, if applicable) shall prevail for the
purposes of the Plan. Notwithstanding the foregoing, no lump sum
distributions shall occur to be permitted hereunder.
8. LISTING OF ELIGIBLE EMPLOYEES.
A listing of Eligible Employees shall be maintained in the form
of the Exhibits to the Plan. Exhibit A shall contain those
covered under Schedule A, and so on for B, B', C, D, and E. If
an employee is incorrectly included or excluded from an Exhibit,
actual entitlement to participation and benefits under the Plan
shall be reasonably determined by the Committee in its sole
discretion.
9. SURVIVOR'S BENEFIT.
If while covered by this program, for purposes other than a
terminated vested benefit, an Eligible Employee dies and if on
the date of his or her death such Eligible Employee is:
a) Covered by Schedule A and has 10 or more years of service;
b) Covered by Schedule B, B', C, D, or E and has 20 or more
years of service; or
c) 55 years of age or older;
then his or her Eligible Spouse, as defined in the VCRIP shall be
entitled to a survivor's benefit. This survivor's benefit shall
be calculated by assuming that the Eligible Employee (i) was 55
years of age (or his actual age if older) on the date of death;
(ii) retired under the VCRIP on the first day of the month
following his or her death; and (iii) elected a Single Life
Annuity. The Eligible Spouse will be entitled to receive 1/2 of
this benefit which shall be further reduced by 1/6 of 1% for each
month the Eligible Spouse is more than 60 months younger than the
Eligible Employee.
The survivor's benefit under this paragraph 9 shall be reduced by
any spousal survivor's benefit payable from any qualified defined
benefit plan (other than a Section 401(k) plan or an Employee
Stock Ownership Plan) sponsored by the Company when such benefit
becomes payable, as reasonably determined by the Committee in its
sole discretion.
10. VESTING.
In addition to all the terms and conditions of the Plan, no
Eligible Employee or beneficiary shall be entitled to a benefit
under the Plan unless such Eligible Employee has actually
attained fully vested status in a Pension Plan which is qualified
under Internal Revenue Code Section 401 and which is mentioned in
any Schedule of Benefits covering the Eligible Employee, as
reasonably determined by the Committee in its sole discretion.
Notwithstanding any other provision hereof, any Eligible Employee
hereunder who has accumulated five years of service with the
Company and its Subsidiaries taken as a whole, ignoring breaks in
service, shall be fully vested and entitled to benefits
hereunder.
11. ADMINISTRATION, AMENDMENT, MODIFICATION, AND TERMINATION OF
THE PLAN.
The Board of Directors of the Company may terminate the Plan or
any Schedule of Benefits at any time. Any amounts vested under
the Plan prior to any such termination shall continue to be
subject to the terms, conditions, and elections in effect under
the Plan when the Plan is terminated. The Plan may be amended at
any item or from time to time by the Board of Directors of the
Company. The Company shall have full power and authority to
interpret and administer the Plan, to promulgate rules of Plan
administration, to adopt a claims procedure, to conclusively
settle any disputes as to rights or benefits arising from the
Plan, and to make such decisions or take such actions as the
Company, in its sole discretion, reasonably deems necessary or
advisable to aid in the proper administration and maintenance of
the Plan.
12. MISCELLANEOUS.
The Plan, and any determination made by the Committee or the
Company in connection therewith, shall be binding upon each
Eligible Employee, his or her beneficiary or beneficiaries,
heirs, executors, administrators, successors and assigns.
Notwithstanding the foregoing sentence, no benefit under the Plan
may be sold, assigned, transferred, conveyed, hypothecated,
encumbered, anticipated or otherwise disposed of, and any attempt
to do so shall be void. No such benefit payment shall be, prior
to actual receipt thereof by the Eligible Employee, or his or her
beneficiary or beneficiaries, as the case may be, in any manner
subject to the debts, contracts, liabilities or engagements of
such Eligible Employee or beneficiary(ies). The Plan shall not
constitute, nor be deemed to constitute, a contract of employment
between the Company, or any of its Subsidiaries, and any Eligible
Employee, nor shall any provision hereof restrict the right of
the Company or any of its Subsidiaries to discharge any Eligible
Employee from his or her employment, with or without cause.
In witness whereof, the Company causes this Viad Corp
Supplemental Pension Plan to be executed by its duly authorized
representative on this thirtieth day of December, 1997.
VIAD CORP
By: /s/ Leon C. Reivitz
Vice President Human
Resources
SCHEDULE A
The benefits payable under this Schedule of Benefits are in lieu
of, not in addition to, any other benefit provided for in this
Plan, it being the intent of the Company that (i) benefits shall
be payable under this Schedule of Benefits only if it generates
the largest monthly benefits when compared to other benefits to
which the Eligible Employee is otherwise entitled under the Plan,
and (ii) benefits payable under this Schedule of Benefits shall
be the only benefits payable to an Eligible Employee under the
Plan. The provisions of this Schedule A shall not be construed
to modify or limit the provisions of any other Schedule of
Benefits to the extent such other Schedule of Benefits deems
certain facts to be true for the purposes of the Plan.
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Board of Directors for inclusion under this Schedule of
Benefits. The amount used to determine the monthly benefit
payable to any Eligible Employee under paragraph 5 of the Plan is
as follows:
A monthly Pension calculated as though the selected person was a
member of the VCRIP and based on the rules of that Plan
applicable at the time of his or her retirement, except that the
following Table of retirement benefits expressed as a percentage
of Final Average Earnings shall be used. For purposes of this
Schedule of Benefits, Final Average Earnings shall be as defined
in paragraph 6 of the Plan.
Years of % of % of Years of % of % of
Service FAE Soc. Sec. Service FAE Soc. Sec.
- -------- ---- --------- -------- ---- ---------
1 3 2.5 11 33 27.5
2 6 5.0 12 36 30.0
3 9 7.5 13 39 32.5
4 12 10.0 14 42 35.0
5 15 12.5 15 45 37.5
6 18 15.0 16 48 40.0
7 21 17.5 17 51 42.5
8 24 20.0 18 54 45.0
9 27 22.5 19 57 47.5
10 30 25.0 20 60 50.0
Notwithstanding the foregoing, awards under the Management
Incentive Plan, shall be counted only once for purposes of this
Schedule of Benefits, but on the basis generating the largest
Final Average Earnings.
The benefit derived from this Table of Benefits shall be payable
on the later of the first day of the month following termination
of employment or the first day of the month following the month
in which the participant attains age 55. The benefit shall not
be subject to any reduction resulting from the Eligible
Employee's election to retire prior to his or her normal
retirement date. If the Eligible Employee is married on the date
of his or her retirement, the benefit shall be paid in the form
of a 50% Joint Survivorship Annuity and shall not be reduced to
reflect such form of payment.
If the Eligible Employee elects any other optional form of
payment under the VCRIP then the reduction in such optional form
of benefit shall be based on the unreduced, 50% Joint & Survivor
Annuity benefit.
Eligible Employees under this Schedule are listed on Exhibit A to
this Plan.
SCHEDULE B
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Chief Executive Officer of the Company. The amount used to
determine the monthly benefit payable to an Eligible Employee
under paragraph 5 of the Plan is as follows:
A monthly pension based on the rules of the VCRIP (in
effect on December 31, 1988) for the Eligible Employee
and calculated under those rules for years of service
up to and including December 31, 1997. For years of
service beginning January 1, 1998, the rules of the
Amendment to the VCRIP Appendix: Greyhound Employees'
Retirement Income Plan, effective January 1, 1998 ("the
Appendix") shall apply, except that for purposes of the
Employee's Average Monthly Compensation, the
calculation of Final Average Earnings as set forth in
Paragraph 6 of the Plan shall be used. For the
purposes of this Schedule of Benefits, the amount of
normal Retirement Pension with respect to compensation
and credited service shall be the sum of the benefit
determined under (a) and (b) below;
(a) The Eligible Employee's Accrued Benefit as of
December 31, 1997, if any, determined in accordance
with the terms of this section as in effect immediately
prior to January 1, 1998, multiplied by a fraction (not
less than one), the numerator of which is the Eligible
Employee's current Average Monthly Compensation, and
the denominator of which is the Eligible Employee's
Average Monthly Compensation determined as of December
31, 1997, with such calculations being determined based
on the definitions of "Compensation" and "Average
Monthly Compensation" as set forth in the Appendix as
of December 31, 1997.
(b) With respect to an Eligible Employee's Credited
Service determined with respect to periods after
December 31, 1997, the monthly amount of such normal
Retirement Pension shall be the sum of the benefit
determined under (1) and (2) below:
(1) 1.15 percent of the lesser of the Eligible
Employee's Average Monthly Compensation or his Covered
Compensation, multiplied by his Credited Service for
periods after 1997, plus
(2) 1.70 percent of the excess, if any, of the
Eligible Employee's Average Monthly Compensation over
his Covered Compensation, multiplied by his Credited
Service for periods after 1997.
A Eligible Employee's Credited Service under this
paragraph (b) shall be limited to 30 years minus any
Credited Service taken into account for purposes of any
calculation under paragraph (a) above.
The Benefit shall be subject to no reduction if the
Eligible Employee retires on or following his or her
60th birthday; and a reduction of .25% for each month
his or her retirement precedes his or her 60th
birthday. In no event, however, may an Eligible
Employee retire prior to his or her 55th birthday. If
the Eligible Employee is married on the date of his or
her retirement, the benefit shall be paid in the form
of a 50% Joint Survivorship Annuity and shall not be
reduced to reflect such form of payment.
If the Eligible Employee elects any other optional form of
payment under the VCRIP the reduction in such optional form of
benefits shall be based on an unreduced, 50% Joint & Survivor
Annuity benefit.
Eligible Employees under this Schedule B are listed on Exhibit B
to the Plan.
SCHEDULE B'
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Board of Directors of the Company. The amount used to
determine the monthly benefit payable to an Eligible Employee
under paragraph 5 of the Plan is as follows:
A monthly pension based on the rules of the VCRIP (in
effect on December 31, 1988) for the Eligible Employee.
For the purposes of this Schedule of Benefits, Final
Average Earnings shall be as defined in paragraph 6 of
the Plan. The Benefit shall be subject to no reduction
if the Eligible Employee retires on or following his or
her 60th birthday; and a reduction of .25% for each
month his or her retirement precedes his or her 60th
birthday. In no event, however, may an Eligible
Employee retire prior to his or her 55th birthday. If
the Eligible Employee is married on the date of his or
her retirement, the benefit shall be paid in the form
of a 50% Joint Survivorship Annuity and shall not be
reduced to reflect such form of payment.
If the Eligible Employee elects any other optional form of
payment under the VCRIP then the reduction in such optional form
of benefits shall be based on unreduced, a 50% Joint & Survivor
Annuity benefit.
Eligible Employees under this Schedule B' are listed on Exhibit
B' to the Plan.
SCHEDULE C
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Chief Executive Officer of the Company. The amount used to
determine the monthly benefit payable to an Eligible Employee
under paragraph 5 of the Plan is as follows:
A monthly pension based on the rules of the VCRIP for
the Eligible Employee applicable at the time of his or
her retirement, but subject to the preservation of the
December 31, 1997 benefit set forth in the Amendment to
the VCRIP Appendix: Greyhound Employees' Retirement
Income Plan effective January 1, 1998. For the
purposes of this Schedule of Benefits, Final Average
Earnings shall be as defined in paragraph 6 of the
Plan.
Consistent with the Amendment to the VCRIP Appendix: Greyhound
Employees' Retirement Income Plan, effective January 1, 1998,
there shall be a transition benefit calculation. The transition
benefit calculation shall apply to Eligible Employees who elect
early retirement under VCRIP. The calculation compares the (1)
early retirement amount using the accrued benefit determined as
of December 31, 1997 and multiplied by the applicable early
retirement reduction factor in effect as of December 31, 1997
with (2) the early retirement amount determined by adding the
accrued benefit on 12/31/97 to the accrued benefit determined
under the formula in effect on and after January 1, 1998 for
years of service after 1/1/98 and multiplied by the applicable
early retirement reduction factor in effect as of 1/1/98. The
Eligible Employee shall receive the higher of the two benefit
calculations.
If the Eligible Employee elects any other optional form of
payment under the VCRIP the reduction in such optional form of
benefits shall be based on an unreduced, 50% Joint & Survivor
Annuity benefit.
Eligible Employees under this Schedule C are listed on Exhibit C
to the Plan.
SCHEDULE D
Benefits may be payable under this Schedule of Benefits in
respect of persons employed by the Company who are selected by
the Chief Executive Officer ("CEO") of the Company. The amount
used to determine the monthly benefit payable to an Eligible
Employee under paragraph 5 of the Plan is as follows:
A monthly pension based on the rules of the VCRIP for
the Eligible Employee applicable at the time of his or
her retirement. Final Average Earnings shall be as
defined in paragraph 6 of the Plan, (or another
applicable schedule of the Plan) except that 100% of
the final five (or high five if from schedules A, B,
B', or C of this Plan) MIP awards (whether paid or
deferred) shall be considered in calculating Final
Average Earnings.
For purposes of this Schedule D only, Eligible
Employees shall be defined to mean only those employees
selected by the CEO who are eligible to receive MIP and
who have reached age 55 or older on or before December
31, 1997.
Coverage of an Eligible Employee under this Schedule D
neither requires nor precludes the Eligible Employee's
coverage under another Schedule of Benefits. However,
coverage under this Schedule D also does not provide
duplication of benefits for an Eligible Employee who,
in addition to being covered under this Schedule D is
covered under another Schedule of Benefits. If an
Eligible Employee is covered under one or more
Schedules, the Schedule producing the highest benefit
shall be used to make the determination of benefits.
Eligible Employees under this Schedule D are listed on Exhibit D
to the Plan.
SCHEDULE E
Employees who participate in the VCRIP and its appendices (the
"Qualified Plan") automatically become Eligible Employees under
this Schedule E if their benefits under the Qualified Plan are
limited by Internal Revenue Code Section 401(a)(17) or Section
415. The Company shall administratively identify the Eligible
Employees under this Schedule E, based on the effect of such
Internal Revenue Code provisions on their Qualified Plan
benefits, and shall list them on Exhibit E. Exhibit E shall not
require separate approval of the Board of Directors or the Chief
Executive Officer of the Company.
Coverage of an Eligible Employee under this Schedule E neither
requires nor precludes the Eligible Employee's coverage under
another Schedule of Benefits. However, coverage under this
Schedule E also does not provide duplication of benefits for an
Eligible Employee who, in addition to being covered under this
Schedule E, is covered under another Schedule of Benefits. The
Company may determine and communicate an Eligible Employee's
aggregate benefit under this Plan by considering this Schedule E
together with any other Schedule of Benefits that happens to
cover the Eligible Employee. Subject to the foregoing, the
amount of benefit attributable to this Schedule E and payable to
an Eligible Employee pursuant to paragraph 5 of the Plan shall
be determined as:
A monthly pension based on the benefit schedule(s) and
rules of the Qualified Plan applicable to the Eligible
Employee at the time of his or her retirement. For
purposes of this Schedule of Benefits, Final Average
Earnings shall be as defined in the Qualified Plan
(subject to any modifications under paragraph 6 of this
Plan, if applicable) with respect to the Eligible
Employee, and shall be determined without regard to the
annual limit of $160,000 (as adjusted) that applied
under the Qualified Plan pursuant to Internal Revenue
Code Section 401(a)(17). In addition, the pension
computed in this manner shall not be reduced on account
of the Internal Revenue Code Section 415 limitations
that apply under the Qualified Plan.
Exhibit 10.R
TRAVELERS EXPRESS COMPANY, INC.
SUPPLEMENTAL PENSION PLAN
1. PURPOSE.
The purpose of the Travelers Express Company, Inc. Supplemental
Pension Plan (hereinafter referred to as the "Plan") is to
provide deferred compensation to Eligible Employees (as defined
in paragraph 2) on and after January 1, 1994. Participants and
former Participants who terminated employment prior to January 1,
1994 remain subject to the terms of the prior Plan in which they
participated at the time of their termination, but any benefits
remaining to be paid under the prior Plan shall be paid from this
Plan. It is the intention of the Travelers Express Company, Inc.
(hereinafter called the "Company") that Eligible Employees are
those employees designated by the Board of Directors of the
Company, from a select group of management or highly compensated
employees of the Company, and that the Plan continue to be
eligible for exemptions under Parts 1, 2, 3 and 4 of Title 1 of
ERISA and U.S. Department of Labor regulations. It also is the
intention of the Company that the plan be unfunded, that no trust
be created, that any Eligible Employee's rights under the plan
are those of a general creditor only. Subject to rights and
benefits expressly fixed by the terms hereof, the Company also
intends that the Plan may be amended or terminated and that
benefits may be reduced or eliminated as the Board of Directors
of the Company determines from time to time and that individuals'
rights may be altered. The terms used in the Plan shall have the
same meaning as set forth in the Company appendix to The Viad
Corp Retirement Income Plan, unless the context clearly requires
otherwise.
2. PARTICIPATION.
An employee of the Company or a subsidiary of the Company
(hereinafter a "Subsidiary") may become eligible to participate
in the Plan (referred to herein as "Eligible Employee") when
approved by the Board of Directors of the Company. A list of
Eligible Employees is attached as Exhibit A to the plan, and such
Exhibit shall be periodically updated.
3. FUNDING.
No fund shall be established to provide for the payment of
benefits under the Plan. No trust shall be created. Any rights
of an Eligible Employee or any other person claiming by or
through him shall be those of a general creditor of the Company
only. The Company may create book reserves or take such other
steps as it deems appropriate to provide for its expected
liabilities under the Plan. Any funds, and the proceeds
therefrom, utilized by the Company to provide for its expected
liabilities under the Plan shall remain the unrestricted assets
of the Company.
4. RETIREMENT BENEFITS.
(a) The Company shall provide, subject to all the terms and
conditions of the Plan, a monthly benefit as of the Eligible
Employee's 65th birthdate (the "Normal Retirement Date") payable
in the manner set forth in paragraph 5 of the Plan in an amount
equal to:
(1) the product of (A) and (B) less the product of (B) and
(C) plus the "special benefit", if any, provided in
subparagraph (B) of this paragraph where:
(A) is 2% of the Eligible Employee's actual Average
Monthly Compensation under the Company's appendix
to the Viad Corp Retirement Income Plan;
(B) is the number of full years of actual Credited
Service under the Company's appendix to the Viad
Corp Retirement Income Plan, but not to exceed 25
years; and
(C) is 2% of the Primary Social Security entitlement
of the Eligible Employee (as such term is defined
in the Viad Corp Retirement Income Plan);
reduced by
(2) the amount of monthly pension benefits actually paid or
payable to the Eligible Employee from the Company
appendix to the Viad Corp Retirement Income Plan or any
other qualified pension plan, which does not include
contributions described in Internal Revenue Code 401(k)
or 401(m), sponsored by the Company or a Subsidiary
(hereinafter "Qualified Pension Plan"). In addition,
when an Eligible Employee is a participant in more than
one Qualified Pension Plan and benefits under any one
of such Qualified Pension Plans are not available
immediately on account of early retirement eligibility
or other provisions, then, for the purposes of the
Plan, such benefits shall be taken into account as
though payable immediately on an actuarially equivalent
basis, as reasonably determined by the Company in its
sole discretion.
(b) For the purposes of determining the monthly benefit set
forth in subparagraph (a) of this paragraph 4, the following
rules shall apply. First, the compensation taken into account
and the benefit calculated under the formula in subparagraph (a)
above shall not be limited as provided in Internal Revenue Code
Section 401(a)(17) or 415. Second, Eligible Employees who have
25 or more full years of actual Credited Service under the
Company appendix to the Viad Corp Retirement Income Plan (without
regard to the 25 year Credited Service limitation in that
appendix) shall include in the determination of their benefit a
"special benefit" equal to 1/2 of 1% of their Average Monthly
Compensation under the Company appendix to the Viad Corp
Retirement Income Plan for each such additional full year of such
Credited Service earned after such 25 years up to 30 full years
of Credited Service. In no event shall this "special benefit"
exceed 2 1/2% of Average Monthly Compensation.
5. FORM OF PAYMENT.
The benefit derived from the formula contained in paragraph 4 and
6 of the Plan shall be payable at the same and in the same form
or forms as available and actually elected by the eligible
employee under the Company appendix to the Viad Corp Retirement
Income Plan or any other Qualified Pension Plan. If benefits
under two or more Qualified Pension Plans are payable, then the
options selected for the Qualified Pension Plan generating the
largest monthly pension payment (including the beneficiary
designation in connection with such option and benefits, if
applicable) shall prevail for the purposes of the plan.
Notwithstanding the foregoing, no lump sum distributions shall
occur or be permitted hereunder.
6. EARLY RETIREMENT BENEFIT.
In the event benefits under the Plan are to commence as of a date
prior to the Eligible Employee's Normal Retirement Date, the
monthly benefit described in paragraph 4 of the plan shall be
reduced by (i) .3333% for each month that the commencement date
of the pension is on or after the first day of the month of the
Participants 62nd birthday and preceding the Participants Normal
Retirement Date; plus (ii) .4167% for each month that the
commencement date of the Pension precedes the first day of the
month of the Participants 62nd birthdate, except that if the
Eligible Employee has 30 full years or more of actual Credited
Service under the Company appendix to the Viad Corp Retirement
Income Plan and benefits under the Plan are to commence on or
after the Eligible Employee's 60th birthdate, there shall be no
such reduction.
7. SURVIVOR'S BENEFIT.
A survivor's benefit equal to 1/2 of the amount the Eligible
Employee would have been entitled to receive under the Plan had
he or she retired on the date of his or her death, determined in
accordance with paragraphs 4, 5 and 6 of the Plan, shall be
payable to the Eligible Employee's surviving spouse, or minor
child or children, but only if upon the Eligible Employee's death
any such spouse or child is actually entitled to or is deemed by
the Company to be entitled to a pre-retirement Death Benefit
described in the Company appendix to the Viad Corp Retirement
Income Plan. If the spouse is the beneficiary, the survivor's
benefit shall be further reduced by 1/2 to 1% for each month in
excess of 60 months that the spouse's birthdate follows that of
the deceased Eligible Employee.
8. VESTING.
An Eligible Employee who has accumulated 5 years of service, in
the aggregate, with the Company, a Subsidiary or Viad Corp or its
subsidiaries, shall, subject to all other terms and conditions
set forth in the Plan, be vested and entitled to a benefit
hereunder. Prior to vesting in accordance with this paragraph 8,
no benefit shall be payable under the Plan to the Eligible
Employee or any person claiming a benefit by or through him or
her.
9. ADMINISTRATION, AMENDMENT, MODIFICATION, AND TERMINATION OF
THE PLAN.
The Board of Directors of the Company may terminate the Plan at
any time. Any amounts vested under the Plan based on the actual
Credited Service with the Company prior to any such termination
shall continue to be subject to the terms, conditions, and
elections in effect under the plan when the Plan is terminated.
The Plan may be amended at any time or from time to time by the
Board of Directors of the Company. The Company shall have full
power and authority to interpret and to adopt a claims procedure,
to conclusively settle any disputes as to rights or benefits
arising from the Plan, and to make such decision or take such
actions as the Company, in its sole discretion, reasonably deems
necessary or advisable to aid in the proper administration and
maintenance of the Plan. The Company may, in its sole
discretion, appoint a committee (the "Committee") to carry out
some or all of the administrative activities set forth in the
preceding sentence on its behalf.
10. MISCELLANEOUS.
The Plan, and any determination made by the Company or the
Committee in connection therewith, shall be binding upon each
Eligible Employee, his or her beneficiary or beneficiaries,
heirs, executors, administrators, successors and assignees.
Notwithstanding the foregoing sentence, no benefit under the Plan
may be sold, assigned, transferred, conveyed, hypothecated,
encumbered, anticipated or otherwise disposed of, and any attempt
to do so shall be void. No such benefit payment shall, prior to
actual receipt thereof by the Eligible Employee, or his or her
beneficiary or beneficiaries, as the case may be, be in any
manner subject to the debts, contracts, liabilities or
engagements of such Eligible Employee or beneficiary(ies). The
Plan shall not constitute, nor be deemed to constitute, a
contract of employment between the Company, or any of its
subsidiaries, and any Eligible Employee, nor shall any provision
hereof restrict the right of the Company or any of its
subsidiaries to discharge any Eligible Employee from his or her
employment, with or without cause.
In witness whereof, the Company causes this Travelers Express
Company, Inc. Supplemental Executive Retirement Plan to be
executed by its duly authorized representative on this thirtieth
day of December, 1997.
VIAD CORP
By: /s/ Leon C. Reivitz
Vice President Human
Resources
Exhibit 10.S
GES EXPOSITION SERVICES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1. EFFECTIVE DATE AND PURPOSE.
This GES Exposition Services, Inc. Supplemental Executive Retirement Plan
(hereinafter referred to as the "Plan") is established effective August 1,
1995, as amended effective January 1, 1998, for the purpose of providing
post-retirement income to Eligible Employees (as defined in Section 2) who
are selected for participation and who continue to be employed as Eligible
Employees on or after January 1, 1996. No person who ceases to be an
Eligible Employee prior to January 1, 1996, shall be entitled to receive
any benefit under this Plan. It is the intention of GES Exposition
Services, Inc. (hereinafter called the "Company") that Eligible Employees
shall be those selected by the Company from time to time such that the Plan
continues to be eligible for exemption under Parts 2, 3, and 4 of Title 1
of ERISA. In order to further that intent, all Eligible Employees must
fulfill at least the following requirements:
A. His or her basic earnings should exceed the Social Security Wage Base,
for purposes other than Medicare, applicable in his or her year of
enrollment by 25% and
B. He or she should be exempt from the provision of the Fair Labor
Standards Act and
C. His or her duties should be those of supervisory or management
personnel and
D. Eligible Employees shall be restricted to Officers of GES Exposition
Services, Inc. or any of its subsidiaries or affiliates whose title shall
be one of the following:
Vice President
Senior Vice President
Executive Vice President
President
Chairman of the Board and Chief Executive Officer
2. PARTICIPATION.
Employees of the Company including its subsidiaries or affiliates
identified on Schedule A become eligible for the Plan when approved by the
Board of Directors of the Company. A list of Eligible Employees with
respect to each Schedule of Benefits is attached (Schedule B) to the Plan
and such exhibit shall be periodically updated when additional employees
become eligible.
3. FUNDING.
No fund shall be established to provide for the payment of benefits under
this Plan. Such payments shall be made only when an Eligible Employee
retires and shall be payable by the Company at such time.
4. CATEGORIES OF BENEFIT PAYMENTS TO ELIGIBLE EMPLOYEES.
Benefits shall be payable by the Company in accordance with the terms and
conditions of the Plan and as described in each Schedule of Benefits to the
Eligible Employees described in Schedule B.
5. RETIREMENT BENEFIT.
The Plan shall pay a monthly benefit on retirement from the Company, after
attainment of age 65, or age 55 with 10 or more years of service, equal to
the amount by which the sum of the monthly pension benefits payable to the
Eligible Employee from all qualified defined benefit plans maintained by
the Viad Corp or any of its subsidiaries or its affiliates (hereinafter
called the "Corporation") is less than that monthly benefit based on the
provisions described in the Schedule of Benefits in this Plan in which the
Eligible Employee is enrolled. In calculating the monthly benefit based on
the Schedule of Benefits in this Plan, the following rules shall apply:
(a) Credited Service shall be determined from the later of January 1, 1980
or the Eligible Employee's date of hire with the Company to the calculation
date for the benefit. Such determination of Credited Service shall be made
using the definition of Credited Service under the Viad Corp Retirement
Income Plan and the Greyhound Exposition Services, Inc. Appendix thereto
(hereinafter referred to collectively as the "GES VCRIP Appendix"), but
ignoring the curtailment in the GES VCRIP Appendix that prevents any
additional Credited Service attributable to periods after July 31, 1995,
from being taken into account.
(b) Compensation, Covered Compensation, and Average Monthly Compensation
shall be determined by using the definitions in the GES VCRIP Appendix, but
including the additional item of one-half of the bonuses awarded under the
Company's Management Incentive Plan (counting the one-half of bonuses in
the month in which they are awarded, provided however that the calculation
for Eligible Employees who reach age 55 or older on or before December 31,
1997 shall continue to include 100% of the MIP) and ignoring the
curtailment in the GES VCRIP Appendix that prevents any additional
Compensation, Covered Compensation, or Average Monthly Compensation
attributable to periods after July 31, 1995, from being taken into account.
(c) The rules governing the election of early retirement under this Plan
shall be as defined in the GES Exposition Services, Inc. Appendix to the
Viad Retirement Income Plan in effect on July 31, 1995 except that for
accruals under this Plan after December 31, 1997 the benefit if beginning
at age 62 and thereafter shall be reduced by 0.3334 percent (rather than
.025) for each month that the commencement date of the Pension precedes the
Participant's Normal Retirement Date.
Notwithstanding the foregoing, the limits of Internal Revenue Code Section
401(a)(17) and 415 shall not apply when making this calculation based on
the rules of such Viad Corp Retirement Income Plan appendix. Also in
making this determination, the amounts from such other Corporation pension
plans shall be determined prior to the election of any options (such as
joint and survivor elections).
6. OPTIONAL FORMS.
If any pension is payable to an Eligible Employee from a pension plan
maintained by the Corporation and an optional form of payment is elected
under that plan, then a similar election will be assumed under this Plan.
If two or more such pensions are payable from other plans, then the option
selected for the largest pension shall prevail in the Plan.
7. VESTING.
Notwithstanding any other provision hereof, any Eligible Employee hereunder
who has accumulated five years of service with the Corporation and its
subsidiaries taken as a whole, ignoring breaks in service, shall be fully
vested and entitled to benefits hereunder.
8. DEATH BENEFIT.
If an Eligible Employee dies prior to retirement and their spouse would be
eligible for a benefit under the Viad Corp Retirement Income Plan, then the
spouse will receive a benefit under this Plan equal to:
(a) the benefit that would be provided by the Viad Corp Retirement
Income Plan, but based on the benefit formula adjustments described in the
Plan Schedule under which the Eligible Employee is covered; reduced by
(b) The sum of all retirement benefits payable to the surviving
spouse from all other defined benefit plans sponsored by Viad Corp or any
of its subsidiaries.
9. ADMINISTRATION, AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN.
The Board of Directors of the company may terminate the Plan or any
Schedule of Benefits at any time. Any amounts vested under the Plan prior
to any such termination shall continue to be subject to the terms,
conditions, and elections in effect under the Plan when the Plan is
terminated. The Plan may be amended at any time or from time to time by
the Board of Directors of the Company. The Company shall have full power
and authority to interpret and administer the Plan, including, but not
limited to, the authority to appoint an administrative committee, to
promulgate rules of Plan administration, to adopt a claims procedure, to
conclusively settle any disputes as to rights or benefits arising from the
Plan, and to make such decisions or take such actions as the Company, in
its sole discretion, reasonably deems necessary or advisable to aid in the
proper administration and maintenance of the Plan.
10. MISCELLANEOUS.
The Plan, and any determination made by the Company, or any committee
appointed by the Company to administer the Plan, in connection therewith,
shall be binding upon each Eligible Employee, his or her beneficiary or
beneficiaries, heirs, executors, administrators, successors and assigns.
Notwithstanding the foregoing sentence, no benefit under the Plan may be
sold, assigned, transferred, conveyed, hypothecated, encumbered,
anticipated or otherwise disposed of, and any attempt to do so shall be
void. No such benefit payment shall be, prior to actual receipt by the
Eligible Employee, or his or her beneficiary or beneficiaries, as the case
may be, in any manner subject to the debts, contracts, liabilities or
engagements of such Eligible Employee or beneficiary(ies). The Plan shall
not constitute, nor be deemed to constitute, a contract of employment
between the Company, or any of its Subsidiaries, and any Eligible Employee,
nor shall any provision hereof restrict the right of the Company or any of
its Subsidiaries to discharge any Eligible Employee from his or her
employment, with or without cause.
In witness whereof, the Company causes this GES Exposition Services, Inc.
Supplemental Executive Retirement Plan to be executed by its duly
authorized representative on this thirtieth day of December, 1997.
VIAD CORP
By: /s/ Leon C. Reivitz
Vice President Human
Resources
GES EXPOSITION SERVICES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Schedule A
List of participating Employers
Participating Company Effective Date
GES Exposition Services, Inc. August 1, 1995
GES EXPOSITION SERVICES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SCHEDULE B
LIST OF PARTICIPATING EMPLOYEES
GES EXPOSITION SERVICES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Benefit Schedule C
Benefits may be payable based on the benefit formula below in respect of
persons employed by the Company who are selected by the Board of Directors
of the Company for coverage under this Schedule of Benefits. The amount
used for this Schedule of Benefits under section 5 of the Plan in
determining the monthly benefit payable to a covered Eligible Employee is
equal to the sum of (1) plus (2) below, multiplied by all years of the
Eligible Employee's Credited Service up to a maximum of 30 years:
1) 1.15 percent of the lesser of the Eligible Employee's Average
Monthly Compensation or his Covered Compensation.
2) 1.70 percent of the excess, if any, of the Eligible Employee's
Average Monthly Compensation over his Covered Compensation.
Provided, however, that for periods prior to January 1, 1998, "1.25"
percent shall be used in paragraph "(1)" and "1.75" shall be used in
paragraph "(2)".
GES EXPOSITION SERVICES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Benefit Schedule D
Benefits may be payable based on the benefit formula below in respect of
persons employed by the Company who are selected by the Board of Directors
of the Company for coverage under this Schedule of Benefits. The amount
used for this Schedule of Benefits under section 5 of the plan in
determining the monthly benefit payable to a covered Eligible Employee is
equal to the sum of (1) plus (2) below, multiplied by all years of the
Eligible Employee's Credited Service up to a maximum of 30 years:
1) 0.90 percent of the lesser of the Eligible Employee's Average Monthly
Compensation or his Covered Compensation.
2) 1.40 percent of the excess, if any, of the Eligible Employee's Average
Monthly Compensation over his Covered Compensation.
Exhibit 10.T
GREYHOUND LEISURE SERVICES, INC.
KEY MANAGEMENT DEFERRED COMPENSATION PLAN
(amended effective January 1, 1998)
1. PURPOSE.
The purpose of the Greyhound Leisure Services, Inc. (hereinafter
"GLSI") Key Management Deferred Compensation Plan (hereinafter
the "Plan") is to provide post-retirement income to eligible
employees on and after January 1, 1982. It is the intention of
GLSI that eligible employees shall be those selected by the
Company from time to time and such that the Plan continues to be
eligible for exemption under Parts 2, 3 and 4 of Title I of
ERISA. In order to further that intent, all Eligible Employees
must fulfill at least the following requirements:
1. He or she should be exempt from the provisions of the Fair
Labor Standards Act and
2. His or her duties should be those of supervisory or
management
personnel.
3. Eligible Employees shall be restricted to Officers of GLSI
or any of its subsidiaries or affiliates whose title shall be one
of the following:
Vice President
Senior Vice President
Executive Vice President
President
2. PARTICIPATION.
Employees of GLSI (its subsidiaries or its affiliates identified
in Schedule A) may become eligible for the Plan when approved by
the Board of Directors of GLSI. A list of Eligible Employees is
attached (Schedule B) to the Plan and such exhibit shall be
periodically updated when additional employees become eligible.
3. FUNDING.
No fund shall be established to provide for the payment of
benefits under the Plan. Such payments shall be made only when
an Eligible Employee retires and shall be payable by the Company
at such time.
4. RETIREMENT BENEFIT.
An Eligible Employee may retire at his or her early, normal or
postponed retirement date, determined under the eligibility
requirements of the Greyhound Retirement Income Plan appendix to
the Viad Corp Retirement Income Plan (hereinafter "VCRIP"). He
or she may elect to have the benefit from this Plan payable in
any form allowed by the VCRIP. The Plan shall pay a monthly
benefit equal to
(a) the benefit that would be provided by the VCRIP as in
effect at the time of retirement, using all service and basic
earnings (including 50% of Management Incentive Plan ("MIP")
awards whether paid or deferred, provided however, that the
calculation for Eligible Employees who reach age 55 or older on
or before December 31, 1997 shall include 100% of the MIP) with
Viad Corp (hereinafter called the Corporation), a subsidiary or
affiliate (unless an exclusion is specified for any Eligible
Employee of a Company listed in Schedule A, less
(b) the sum of all retirement benefits payable to the
employee from all other defined benefit plans maintained by the
Corporation or any of its subsidiaries or affiliates, computed as
payable at the date of retirement and in the form of benefit
elected by the employee for this Plan.
The benefit in (a) above shall be determined without regard to
the limits of Internal Revenue Code Sections 401(a)(17) and 415
that apply under the referenced qualified plan.
No benefits are payable if the employee terminates before being
eligible to retire.
5. DEATH BENEFITS.
If an eligible employee dies prior to retirement and the spouse
would be eligible for a benefit under the VCRIP, then the spouse
will receive a benefit from this Plan equal to
(a) the benefit that would be provided by VCRIP to the
spouse, computed similarly to 4(a) above, less
(b) the sum of all survivor benefits payable from other
defined benefit plans, computed similarly to 4(b) above.
The benefit in (a) above shall be determined without regard to
the limits of Internal Revenue Code Sections 401(a)(17) and 415
that apply under the referenced qualified plan.
Post death benefits are payable according to the annuity form
elected.
6. OPTIONAL FORMS.
If any pension is payable to an eligible employee from the
pension plan maintained by the Corporation (or any of its
subsidiaries or affiliates) and an optional form of payment is
elected under that pension plan, then a similar election will be
assumed made under this Plan. If two or more such pensions are
payable from other plans, then the option selected from the
largest pension shall prevail in this Plan.
7. PLAN COMMUNICATION.
Schedule B attached, shall constitute a listing of those eligible
employees approved in accordance with paragraph 2 above. Each
such employee shall receive a detailed description of the
benefits that may become available to him under this Plan.
8. PLAN ADMINISTRATION.
The Plan will be administered by the GLSI Compensation Committee.
The Board of Directors of GLSI reserves the right to alter or
discontinue the Plan or any of its provisions at its discretion.
In witness whereof, the Company causes this Greyhound Leisure
Services, Inc. Key Management Deferred Compensation Plan to be
executed by its duly authorized representative on this thirtieth
day of December, 1997.
VIAD CORP
By: /s/ Leon C. Reivitz
Vice President Human
Resources
SCHEDULE A
Greyhound Leisure Services, Inc.
SCHEDULE B
Name SSN DOB
- ---- --- ---
Exhibit 10.U
RESTAURA, INC.
KEY MANAGEMENT DEFERRED COMPENSATION PLAN
1. RESTATEMENT OF PLAN.
Restaura, Inc. (formerly Greyhound Food Management, Inc. and
herein called the "Company") hereby amends and restates the
Greyhound Food Management, Inc. Key Management Deferred
Compensation Plan and renames it as the Restaura, Inc. Key
Management Deferred Compensation Plan (the "Plan") effective as
of January 1, 1991, as amended effective January 1, 1998.
2. APPLICABILITY OF THE PLAN.
The provisions set forth in this restatement apply only to Plan
participants who are employed by the Company on or after January
1, 1998.
Participants and former participants who terminated employment
prior to January 1, 1998 remain subject to the terms of the prior
Plan in which they participated at the time of their termination,
but any benefits remaining to be paid under the prior Plan shall
be paid from this Plan.
3. PURPOSE.
The purpose of the Plan is to provide post-retirement income to
eligible employees on or after January 1, 1998. It is the
intention of the Company that eligible employees shall be those
selected by the Company from time to time and such that the Plan
continues to be eligible for exemption under Parts 2, 3, and 4 of
Title 1 of ERISA. In order to further that intent, all Eligible
Employees must fulfill at least the following requirements:
A. His or her basic earnings should exceed the Social Security
Wage Base, for purposes other than Medicare, applicable in his or
her year of enrollment by 25% and
B. He or she should be exempt from the provision of the Fair
Labor Standards Act and
C. His or her duties should be those of supervisory or
management personnel and
D. Eligible Employees shall be restricted to elected Officers
of Restaura, Inc. or any of its subsidiaries or affiliates whose
title shall be one of the following:
Vice President
Senior Vice President
Executive Vice President
President
4. PARTICIPATION.
Employees of the Company including its subsidiaries or its food
service affiliates identified on Schedule A may become eligible
for the Plan when approved by the Board of Directors of Restaura,
Inc. A list of Eligible Employees is attached (Schedule B) to
the Plan and such exhibit shall be periodically updated when
additional employees become eligible.
5. FUNDING.
No fund shall be established to provide for the payment of
benefits under this Plan. Such payments shall be made only when
an Eligible Employee retires and shall be payable by the Company
at such time.
6. RETIREMENT BENEFIT.
The Plan shall pay a monthly benefit on retirement from the
Company, after attainment of age 65, or age 55 with 10 or more
years of service, equal to the amount by which the sum of the
monthly pension benefits payable to the Eligible Employee from
all qualified defined benefit plans maintained by the Viad Corp
or any of its subsidiaries or its affiliates (hereinafter called
the "Corporation") is less than that monthly benefit based on the
rules of the Greyhound Employees' Retirement Income Plan appendix
to the Viad Corp Retirement Income Plan in effect at the time of
retirement and using in the calculation all service (which shall
mean credited benefit service under the Greyhound Food Companies
Salaried Employees' appendix to the Viad Companies Retirement
Income Plan) and basic earnings (excluding MIP or other similar
awards) with the Corporation (unless an exclusion is specified
for any Eligible Employee of a Company listed in Schedule A).
Notwithstanding the foregoing, the limits of Internal Revenue
Code Section 401(a)(17) and 415 shall not apply when making this
calculation based on the rules of such Greyhound Employees'
Retirement Income Plan appendix. Also in making this
determination, the amounts from such other Corporation pension
plans shall be determined prior to the election of any options
(such as joint and survivor elections). In addition, if at the
time of retirement, any such pension (from another Corporation
pension plan) is not available immediately (on account of early
retirement eligibility provisions) then for the purposes of this
Plan, it shall be taken into account as though it were payable
immediately on an actuarial equivalent basis.
7. OPTIONAL FORMS.
If any pension is payable to an Eligible Employee from a pension
plan maintained by the Corporation and an optional form of
payment is elected under that plan, then a similar election will
be assumed under this Plan. If two or more such pensions are
payable from other plans, then the option selected for the
largest pension shall prevail in the Plan.
8. VESTING.
Notwithstanding any other provision hereof, any Eligible Employee
hereunder who has accumulated five years of service with the
Corporation and its subsidiaries taken as a whole, ignoring
breaks in service, shall be fully vested and entitled to benefits
hereunder.
9. PLAN COMMUNICATIONS.
Schedule B attached shall constitute a listing of those Eligible
Employees approved in accordance with paragraph 2 above. Each
such employee shall receive a detailed description of the
benefits that may become available to him or her under the Plan.
10. PLAN ADMINISTRATION.
The Plan shall be administered by the Restaura, Inc. Compensation
Committee. The Board of Directors of Restaura, Inc. reserves the
right to alter or discontinue the Plan or any of its provisions
at its discretion.
11. TRANSFERS.
An Eligible Employee who transfers from Restaura, Inc. to another
division, subsidiary, or affiliate within the Corporation may, so
long as he or she otherwise qualifies for a benefit under this
Plan and so long as he or she terminates employment with the
Corporation and all of its subsidiaries and affiliates, retire
from this Plan and receive a monthly benefit after attaining age
55 with 10 years of service or after attaining age 65 regardless
of service. The benefit will be determined according to
Paragraph 6 above, but based only on service and earnings with
Restaura, Inc. and shall be offset only by amounts from pension
plans reflecting such service and earnings.
In witness whereof, the Company causes this Restaura, Inc.
Key Management Deferred Compensation Plan to be executed by its
duly authorized representative on this thirtieth day of December,
1997.
VIAD CORP
By: Leon C. Reivitz
Vice President Human Resources
SCHEDULE B
RESTAURA, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
List of Active Participants
NAME SS# LIST BIRTHDATE
- ---- --- --------------
List of Retired Participants
NAME SS# LIST BIRTHDATE
- ---- --- --------------
List of Inactive Participants (transfers and leaves of absence)
NAME SS# LIST BIRTHDATE
- ---- --- --------------
Term Vested Participants
NAME SS# LIST BIRTHDATE
- ---- --- --------------
Exhibit 21
VIAD CORP
(DELAWARE)
Active and Inactive (I) Subsidiaries and Affiliates*
as of March 15, 1998
AIRLINE CATERING & SERVICES GROUP
AIRCRAFT SERVICE INTERNATIONAL, INC. (Delaware)
ASII Holding GmbH (Germany)
Omni Aircraft Service GmbH (Germany) (50%)
Bahamas Airport Services Limited (Bahama)
Freeport Flight Services Limited (Bahama)
Dispatch Services, Inc. (Florida)
Florida Aviation Fueling Company, Inc. (Florida)
Greyhound-Dobbs Incorporated (Delaware)
DOBBS INTERNATIONAL SERVICES, INC. (Delaware)
Dobbs Houses International, Inc. (Delaware)
CONVENTION SERVICES GROUP
EXG, Inc. (Delaware)
Giltspur Exhibits of Canada, Inc. (Ontario)
David H. Gibson Company, Inc. (Texas)
GES EXPOSITION SERVICES, INC. (Nevada)
Concourse Graphics, Inc. (Delaware)
Expo-Tech Electrical & Plumbing Services, Inc. (California)
Shows Unlimited, Inc. (Nevada)
United Exposition Service Redevelopment Corporation
(Missouri)
Las Vegas Convention Service Co. (Nevada)
Panex Show Services Ltd. (Canada)
Exposervice Standard Inc. (Canada)
Clarkson-Conway Inc. (Canada)
Stampede Display and Convention Services Ltd. (Alberta)
CORPORATE AND OTHER
The Dial Corp (International) (Arizona)
Essex Place Inc. (Arizona)
GCMC Inc. (Arizona)
Grey Gateway Realty Corporation (Arizona)
GRT Inc. (Arizona)
Viad Realty Corporation (Arizona)
Greyhound Realty of Texas Inc. (Texas)
VRC Realty, Inc. (Delaware)
VREC, Inc. (Delaware)
TRAVEL & LEISURE & PAYMENT SERVICES GROUP
GREYHOUND LEISURE SERVICES, INC. (Florida)
European Cruise Shops Limited (Cayman Islands) (51%)
International Cruise Shops, Ltd. (Cayman Islands)
Greyhound Support Services, Inc. (Delaware) (I)
Greyhound Maintenance, Inc. (Arizona)
Greyhound World Travel GmbH (Germany)
JI INC. (Florida)
RESTAURA, INC. (Michigan)
Glacier Park, Inc. (Arizona) (80%)
Waterton Transport Company, Limited (Alberta)
TRANSPORTATION LEASING CO. (California)~~
GCCP, Inc. (Delaware)~~
Greyhound Canada Holdings, Inc. (Alberta)~~
Brewster Tours Inc. (Canada)
BREWSTER TRANSPORT COMPANY LIMITED (Alberta)
Cascade Holdings (Banff) Inc. (Alberta)
TRAVELERS EXPRESS COMPANY, INC. (Minnesota)
CAG Inc. (Nevada)
FSMC, Inc. (Minnesota)
Game Financial Corporation (Minnesota)
GameCash, Inc. (Minnesota)
Game Financial Corporation of Louisiana (Louisiana)
Game Financial Corporation of Mississippi (Mississippi)
Game Financial Corporation of Wisconsin (Wisconsin)
Moneyline Express, Inc. (Wisconsin)
Travelers Express Co. (P.R.) Inc. (Puerto Rico)
Viad Service Companies Limited (United Kingdom)
Aircraft Service Limited (United Kingdom)#
Dobbs International (U.K.) Limited (United Kingdom)#
# Indicates an Airline Catering & Services Group Subsidiary
~~ Indicates a Corporate and Other Subsidiary
* Parent-subsidiary or affiliate relationships are shown by
marginal indentation. State, province or country of
incorporation and ownership percentage are shown in
parentheses following name, except that no ownership
percentage appears for subsidiaries owned 100% (in the
aggregate) by Viad Corp. List does not include companies in
which the aggregate direct and indirect interest of Viad
Corp is less than 50%.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Viad Corp
Phoenix, Arizona
We consent to the incorporation by reference in Registration
Statement Nos. 333-27327, 333-35231, 33-41870, 33-57630, and 33-56531 on
Form S-8 and Nos. 33-54465 and 33-55360 on Form S-3 of
Viad Corp, of our report dated February 20, 1998, appearing in
this Annual Report on Form 10-K of Viad Corp for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 23, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director whose
signature appears below constitutes and appoints Robert H.
Bohannon and Richard C. Stephan, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign the Form 10-K Annual Report of Viad Corp for the fiscal year
ended December 31, 1997, and any and all amendments thereto, and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or
their or his or her substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
/s/ Jess Hay February 19, 1998
/s/ Judith K. Hofer February 19, 1998
/s/ Jack F. Reichert February 19, 1998
/s/ Linda Johnson Rice February 19, 1998
/s/ Douglas L. Rock February 19, 1998
/s/ John C. Tolleson February 19, 1998
/s/ Timothy R. Wallace February 19, 1998
<PAGE>
<TABLE>
<CAPTION>
Viad Corp Selected Financial and Other Data
Year ended December 31, 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operations (000 omitted)
Revenues (1) $2,417,470 $2,263,228 $1,976,745 $1,806,597 $1,337,940
==============================================================================================
Income from continuing
operations (2) $ 97,794 $ 69,071 $ 70,781 $ 61,173 $ 31,975
Income (loss) from discontinued
operations (3) (40,694) (73,465) 79,138 110,111
Extraordinary charge for early
retirement of debt (8,458) (21,601)
Cumulative effect of change in
accounting principle (4) (13,875)
- ----------------------------------------------------------------------------------------------
Net income (loss) $ 89,336 $ 28,377 $ (16,559) $ 140,311 $ 120,485
==============================================================================================
Diluted Income (Loss) per Common
Share (dollars) (5)
Continuing operations (2) $ 1.03 $ 0.74 $ 0.79 $ 0.69 $ 0.36
Discontinued operations (3) (0.44) (0.83) 0.92 1.29
Extraordinary charge (0.09) (0.25)
Cumulative effect of change in
accounting principle (4) (0.16)
- ----------------------------------------------------------------------------------------------
Diluted net income (loss) per
common share $ 0.94 $ 0.30 $ (0.20) $ 1.61 $ 1.40
==============================================================================================
Average outstanding and
potentially dilutive common
shares (000 omitted) 93,786 91,339 88,479 86,507 85,331
==============================================================================================
Basic Income (Loss) per
Common Share (dollars) (5)
Continuing operations (2) $ 1.06 $ 0.76 $ 0.80 $ 0.71 $ 0.37
Discontinued operations (3) (0.45) (0.84) 0.93 1.31
Extraordinary charge (0.09) (0.26)
Cumulative effect of change in
accounting principle (4) (0.16)
- ----------------------------------------------------------------------------------------------
Basic net income (loss) per
common share $ 0.97 $ 0.31 $ (0.20) $ 1.64 $ 1.42
==============================================================================================
Average outstanding common
shares (000 omitted) 90,804 88,814 86,543 84,861 83,903
==============================================================================================
Dividends declared per
common share (6) $ 0.32 $ 0.48 $ 0.62 $ 0.59 $ 0.56
==============================================================================================
Financial Position at
Year-End (000 omitted)
Total assets $3,730,313 $3,453,312 $3,716,548 $3,228,083 $2,699,283
Total debt (6) 410,140 521,127 889,291 741,969 629,829
$4.75 Redeemable preferred stock 6,612 6,604 6,597 6,590 6,586
Common stock and other equity (6) 529,161 432,218 548,169 555,093 469,688
==============================================================================================
Other Data
EBITDA (000 omitted) (1) (7) $ 266,100 $ 240,943 $ 218,737 $ 200,633 $ 152,191
Debt-to-capital ratio (8) 43% 54% 61% 57% 56%
Stockholders of record 52,953 69,772 63,925 55,241 51,300
Employees of continuing
operations (average) 23,613 24,807 25,504 26,573 19,038
==============================================================================================
<FN>
(1) Viad's payment services subsidiary is investing increasing amounts in tax-exempt securities. On a fully
taxable equivalent basis, revenues and EBITDA would be higher by $28,724,000, $21,489,000, $16,000,000, $7,897,000
and $3,967,000 for 1997, 1996, 1995, 1994 and 1993, respectively.
(2) Includes a nonrecurring gain on the sale of Viad's interest in the Phoenix Suns of $19,025,000, or $0.21 per
diluted and basic share, and nonrecurring spin-off costs and management transition expenses of $28,985,000, or
$0.32 per diluted and basic share, in 1996. Also includes a nonrecurring gain of $2,260,000, or $0.03 per diluted
and basic share, due to the curtailment of certain postretirement medical benefits in 1995.
(3) See Notes A and E of Notes to Consolidated Financial Statements.
(4) Initial application of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of."
(5) Income (loss) per share for all periods has been calculated in accordance with the requirements of SFAS
No.128, "Earnings Per Share." Accordingly, income (loss) per share amounts previously reported for prior periods
have been restated to conform with the requirements of SFAS No. 128.
(6) The declines in dividends declared per common share in 1997 and 1996, as well as the decline in total debt and
common stock and other equity in 1996, reflect the spin-off of The Dial Corporation to stockholders on August 15,
1996. Viad's quarterly dividend decreased from $0.16 to $0.08 per share following the spin-off. The Dial
Corporation's initial quarterly dividend of $0.08 per share after the spin-off maintained the 1995 annual dividend
rate for stockholders who retained shares of both companies following the spin-off.
(7) EBITDA is defined as income from continuing operations before interest expense, income taxes, depreciation and
amortization and the nonrecurring items described above. EBITDA data are presented as a measure of the ability to
service debt, fund capital expenditures and finance growth. Such data should not be considered an alternative to
net income, operating income, cash flows from operations or other operating or liquidity performance measures
prescribed by generally accepted accounting principles. Cash expenditures for various long-term assets, interest
expense and income taxes have been, and will be, incurred which are not reflected in the EBITDA presentations.
(8) Debt-to-capital is defined as total debt divided by capital. Capital is defined as total debt plus minority
interests, preferred stock and common stock and other equity.
</TABLE>
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations:
Viad Corp ("Viad") focuses on three principal service businesses:
airline catering, convention services and payment services.
During 1997, Viad continued to dispose of noncore assets and
businesses in order to concentrate on its core enterprises: in
March 1997, Viad sold the Star/Ship Atlantic; in April 1997, Viad
finalized the sale of Premier Cruise Lines; in May 1997, Viad
sold its corporate headquarters building, leasing back the space
it occupies; and in October 1997, Viad completed the sale of two
small British travel tour companies.
During 1996, Viad spun off its consumer products business to
stockholders and disposed of its 68.5 percent ownership interest
in its Canadian intercity bus transportation business. See Note E
of Notes to Consolidated Financial Statements.
The following discussion and analysis should be read in
conjunction with the accompanying Consolidated Financial
Statements, which include the accounts of Viad and all of its
subsidiaries. All per share figures discussed are stated on the
diluted basis.
1997 vs. 1996:
Revenues for 1997 were $2.4 billion compared with $2.3 billion in
1996. Operating income of Viad's principal business segments
increased $18.2 million, or 9 percent, over that of 1996. Viad's
payment services subsidiary continues to invest increasing
amounts of its growing money order and official check funds in
tax-exempt securities. On a fully taxable equivalent basis,
revenues rose 7 percent and operating income increased 11
percent.
Income from continuing operations was $97.8 million, or $1.03 per
share, in 1997. Before nonrecurring items, 1996 income from
continuing operations was $79.0 million, or $0.85 per share.
After a nonrecurring gain on the sale of Viad's interest in the
Phoenix Suns of $19.0 million, or $0.21 per share, and
nonrecurring spin-off costs and management transition expenses of
$29.0 million, or $0.32 per share, 1996 income from continuing
operations was $69.1 million, or $0.74 per share.
<TABLE>
<CAPTION>
1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Income from continuing operations (000 omitted):
Before nonrecurring items $ 97,794 $ 79,031
Gain on sale of interest in Phoenix Suns,
net of tax provision of $11,464 19,025
Spin-off costs and management transition
expenses, net of tax benefit of $4,015 (28,985)
- ---------------------------------------------------------------------
Income from continuing operations $ 97,794 $ 69,071
=====================================================================
Diluted income per common share from
continuing operations (dollars):
Before nonrecurring items $ 1.03 $ 0.85
Gain on sale of interest in Phoenix Suns 0.21
Spin-off costs and management transition
expenses (0.32)
- ---------------------------------------------------------------------
Income per common share from
continuing operations $ 1.03 $ 0.74
=====================================================================
</TABLE>
Viad reported 1997 net income of $89.3 million, or $0.94 per
share, compared to $28.4 million, or $0.30 per share, in 1996.
The 1997 net income is after deducting an extraordinary charge of
$8.5 million (net of tax benefit of $4.6 million), or $0.09 per
share, for early retirement of debt. The 1996 net income is after
deducting a loss from discontinued operations of $40.7 million,
or $0.44 per share. Discontinued operations include the consumer
products, Canadian intercity bus transportation and cruise line
businesses. See Note E of Notes to Consolidated Financial
Statements.
Airline Catering and Services. Revenues of the Airline Catering
and Services group were $924.4 million, an increase of $66.4
million, or 8 percent, over 1996 revenues of $858.0 million. On a
fully comparable basis, the revenue increase was 6 percent, as
reported 1996 revenues did not include two catering kitchens
which had only been 50 percent owned in 1996 but were wholly
owned in 1997. Operating income increased $5.4 million, or 7
percent, over 1996. This performance was led by airline catering,
with into-plane fueling and ground handling showing some
improvement in operating income despite slightly lower revenues
resulting from eliminating certain low-margin business. Catering
revenues and operating income increased primarily as a result of
new business added over the past year, including the acquisition
of a flight kitchen in Miami and expansion of its American
Airlines business to six new cities, which was phased in
beginning in the second quarter. Operating margins for the
segment were 8.6 percent in 1997 compared with 8.7 percent in
1996. However, when the 1996 unconsolidated revenues from the two
catering kitchens which had only been 50 percent owned are
considered, the comparable 1996 margin would have been 8.5
percent.
Convention Services. Revenues of the Convention Services segment
were $827.5 million, an increase of $53.5 million, or 7 percent,
over 1996 revenues of $774.0 million. The prior year included
nonrecurring revenues from the Atlanta Olympic Games and the
Democratic National Convention. Operating income increased $9.8
million, or 15 percent, and operating margins improved to 9.0
percent from 8.3 percent in 1996, as a result of efficiencies
from the consolidation of Exhibitgroup/Giltspur facilities,
better margins from building exhibits, and improved show
management cost controls at GES Exposition Services.
Travel and Leisure and Payment Services. Revenues of the Travel
and Leisure and Payment Services companies were $665.6 million in
1997, up $34.4 million, or 5 percent, over those of 1996.
Operating income increased 5 percent to $68.7 million. On the
fully taxable equivalent basis, revenues and operating income
would be higher by $28.7 million and $21.5 million in 1997 and
1996, respectively, resulting in a 6 percent revenue increase and
a 12 percent operating income increase. Excluding revenues of the
Oakbrook Hills Hotel & Resort sold June 30, 1996, and Crystal
Holidays and Jetsave, two small British travel companies sold
October 15, 1997, the revenue increase on the fully taxable
equivalent basis was 9 percent. Operating margins on the fully
taxable equivalent basis would be 14.0 percent in 1997, up from
13.3 percent in 1996.
On the fully taxable equivalent basis, payment services revenues
and operating income increased $43.4 million and $9.3 million,
respectively, over those of 1996. The growth over 1996 was due to
an increase in money order and official check volume, resulting
in increased investment income arising from larger investment
balances, as well as business generated from acquisitions made in
1997. The acquisition of Game Financial Corporation was completed
in December 1997 but had little impact on 1997 results.
Duty Free airport and shipboard concession revenues and operating
income increased $8.7 million and $400,000, respectively, over
those of 1996, due to an increase in the number of shipboard
passenger days and increased sales at Miami International
Airport.
Travel tour service revenues decreased $15.8 million in 1997. As
noted above, Crystal Holidays and Jetsave were sold in October
1997, and the Oakbrook hotel was sold in June 1996. Excluding
these businesses, revenues decreased $3.5 million from those of
1996, due principally to a decline in Japanese tourism into
Canada in the second half of 1997. However, operating income for
the continuing travel tour operations increased $1.1 million over
that of 1996, primarily as a result of reduced operating costs.
Revenues and operating income of the food service companies
increased $5.3 million and $3.6 million, respectively, over those
of 1996. These results were attributed primarily to increased
business at America West Arena, due to having a full year of
Phoenix Coyotes hockey games, and improved results at General
Motors accounts served by Restaura, where strikes at certain
plants had depressed 1996 revenues and operating income.
Corporate Activities and Nonoperating Items, Net. These expenses
decreased $3.8 million in 1997 from those in 1996, primarily as a
result of cost reduction efforts.
Sale of Trade Accounts Receivable Expense. Expenses from the sale
of trade accounts receivable were higher by $1.5 million in 1997
compared to those of 1996, as the average level of accounts
receivable sold by Viad's continuing operations was higher in
1997 than in 1996.
Interest Expense. Interest expense decreased $4.4 million from
that of 1996. Viad repurchased $58.4 million par value of its
10.5 percent subordinated debentures at a premium in late March
1997, resulting in the extraordinary charge for early retirement
of debt and lower ongoing interest expense. In addition, proceeds
from the sales of noncore assets and businesses resulted in lower
debt levels and reduced interest expense.
Income Taxes. The 1997 effective tax rate was 29.6 percent.
Excluding the effect of nonrecurring items (see Note D of Notes
to Consolidated Financial Statements), the 1996 effective tax
rate was 30.4 percent. The reduction in the effective tax rate
results primarily from the increased tax-exempt income at Viad's
payment services subsidiary.
1996 vs. 1995:
Revenues for 1996 were $2.3 billion compared with $2 billion in
1995.
Before nonrecurring items, income from continuing operations in
1996 was $79.0 million, or $0.85 per share, compared with $68.5
million, or $0.76 per share, in 1995. After a nonrecurring gain
on the sale of Viad's interest in the Phoenix Suns of $19.0
million, or $0.21 per share, and nonrecurring spin-off costs and
management transition expenses of $29.0 million, or $0.32 per
share, in 1996, income from continuing operations was $69.1
million, or $0.74 per share. Income from continuing operations of
$70.8 million, or $0.79 per share, in 1995 included a gain of
$2.3 million, or $0.03 per share, arising from the curtailment of
certain postretirement medical benefits by a Convention Services
subsidiary.
Viad reported 1996 net income of $28.4 million, or $0.30 per
share, compared with a net loss of $16.6 million, or $0.20 per
share, in 1995. The 1996 net income is after deducting a loss
from discontinued operations of $40.7 million, or $0.44 per
share, while the 1995 net loss included a loss from discontinued
operations of $73.5 million, or $0.83 per share. See Note E of
Notes to Consolidated Financial Statements. The 1995 net loss is
also after deducting a one-time charge of $13.9 million (net of
tax benefit of $8.5 million), or $0.16 per share, to record the
cumulative effect to January 1, 1995, of the initial application
of SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." As discussed
further in Note C of Notes to Consolidated Financial Statements,
the SFAS No. 121 adjustment is a noncash charge for assets held
for disposal at January 1, 1995.
Airline Catering and Services. Revenues of the Airline Catering
and Services segment increased $57.6 million, or 7 percent, to
$858.0 million in 1996, with operating income increasing $5.5
million, or 8 percent. The increase in revenues and operating
income is attributed primarily to new business, including an
eight-city airline catering contract from Continental Airlines
phased in through the first part of 1996. Income from the
airplane fueling and ground handling services area was
essentially even with the prior year, due primarily to higher
workers compensation insurance costs. Operating margins increased
to 8.7 percent from 1995's 8.6 percent, due to improved airline
catering margins.
Convention Services. Convention Services' 1996 revenues of $774.0
million were up $185.0 million, or 31 percent, from those of the
1995 period, due primarily to the acquisition of Giltspur, Inc.,
in October 1995. Special events held in 1996, including the
Atlanta Olympics and the Democratic National Convention,
contributed to the revenue increase. Excluding the nonrecurring
gain of $3.5 million on the curtailment of certain postretirement
medical benefits in 1995, operating income increased $13.4
million, or 26 percent, as a result of the Giltspur acquisition
being included for the full year and improved cost controls. On
this same basis, operating margins decreased to 8.3 percent in
1996 from 8.7 percent in 1995, as the mix of convention business
changed with the addition of Giltspur.
Travel and Leisure and Payment Services. Revenues of the Travel
and Leisure and Payment Services segment were $631.2 million in
1996, up $43.8 million, or 7 percent, over those of 1995. Viad's
payment services subsidiary continues to invest increasing
amounts in tax-exempt securities. On a fully taxable equivalent
basis, revenues and operating income would have been $21.5
million and $16.0 million higher in 1996 and 1995, respectively.
While reported operating income of $65.6 million was down
$400,000, or 1 percent, from that of 1995, operating income
actually increased $5.1 million, or 6 percent, over the prior
year on the fully taxable equivalent basis. Operating margins on
the fully taxable equivalent basis would be 13.3 percent in 1996,
down slightly from 13.6 percent in 1995.
On the fully taxable equivalent basis, 1996 revenues and
operating income of payment services increased $15.4 million and
$2.2 million, respectively, over those of 1995. The revenue
increase was due principally to increased investment income
arising from larger investment balances in 1996 than in 1995,
which overcame lower realized investment gains. Operating income
increased due to the higher net revenues but was partially offset
by lower realized investment gains, increased commissions and
other expenses associated with increased official check business.
Duty Free airport and shipboard concession revenues increased
$44.1 million from 1995 to 1996, due primarily to the December
1995 revision of an airport concession contract, which was
formerly on a management fee basis. Operating income improved
$1.7 million, as the cost of sales from the revised airport
concession arrangement offset much of the related revenue
increase.
Travel tour service revenues and operating income improved $11.3
million and $2.3 million, respectively, from 1995 levels, as a
result of contributions from tour operations acquired in 1995,
strong growth in icefield tour revenues, and improved passenger
volumes and hotel occupancy rates.
Revenues and operating income of the food service companies were
down $1.3 million and $600,000, respectively, from those of 1995.
General Motors strike activity during 1996 temporarily closed
certain plants served by Restaura's contract foodservice
operation. In addition, two fast food locations were closed
during 1996.
Corporate Activities and Nonoperating Items, Net. Corporate
activities and nonoperating items, net, rose 6 percent over 1995
levels.
Sale of Trade Accounts Receivable Expense. Expenses from the sale
of trade accounts receivable were higher by $900,000 in 1996 than
in 1995, as the average level of such accounts receivable sold by
Viad's continuing operations was higher in 1996 than in 1995.
Interest Expense. Interest expense for 1996 increased $100,000
over that of 1995. Higher interest rates were essentially offset
by lower levels of debt outstanding.
Income Taxes. Excluding the effect of nonrecurring items (see
Note D of Notes to Consolidated Financial Statements) from both
periods, the 1996 effective tax rate was 30.4 percent compared to
29.3 percent in 1995. The relatively low tax rates in 1996 and
1995 result from the increased use of tax-exempt investments by
Viad's payment services subsidiary.
Liquidity and Capital Resources:
In late March 1997, Viad repurchased $58.4 million par value of
its 10.5 percent subordinated debentures at a premium, resulting
in an extraordinary charge of $8.5 million (net of tax benefit of
$4.6 million), or $0.09 per share. The tender offer was financed
with general corporate funds, operating cash flow, proceeds from
the sale of certain assets and short-term borrowings. The purpose
of the repurchase was to reduce ongoing interest expense.
In mid-March 1997, Viad sold the Star/Ship Atlantic for $70.0
million, and in April 1997, Viad finalized the sale of Premier
Cruise Lines for $19.0 million. In May 1997, Viad sold its
corporate headquarters building for $73.0 million, before selling
expenses, leasing back the space it occupies.
Viad's total debt at December 31, 1997, was $410.1 million
compared with $521.1 million at December 31, 1996. The
debt-to-capital ratio at December 31, 1997, was 0.43 to 1, down
from 0.54 to 1 at December 31, 1996. Capital is defined as total
debt plus minority interests, preferred stock and common stock
and other equity.
In July 1994, a Shelf Registration filed with the Securities and
Exchange Commission became effective. Under the Shelf
Registration, Viad can issue up to an aggregate $500 million of
debt and equity securities. No securities have yet been issued
under the program. The Shelf Registration enhances Viad's future
financing options.
Viad's payment service operations generate funds from the sale of
money orders and other payment instruments (classified as
"Payment service obligations"). The proceeds of such sales are
invested by Viad's payment services subsidiary, in accordance
with applicable state laws, in high-quality, readily liquid debt
instruments (classified, along with cash on hand and cash in
transit from agents, as "Funds, agents' receivables and current
maturities of investments restricted for payment service
obligations"), which before consolidating eliminations included
investment-grade commercial paper issued by Viad and supported
along with the rest of Viad's outstanding commercial paper by a
credit commitment under a long-term revolving bank credit
agreement, as described in Note J of Notes to Consolidated
Financial Statements; and in a portfolio of longer-term
high-quality investments (approximately 97 percent of the debt
investments at December 31, 1997 have ratings of A- or higher or
are collateralized by federal agency securities), including
federal, state and municipal obligations, asset-backed securities
and corporate debt securities (classified as "Investments
restricted for payment service obligations"). These investments
are restricted by state regulatory agencies for use by Viad's
payment services subsidiary to satisfy the liability to pay, upon
presentment, the face amount of such payment service obligations,
and accordingly such assets are not available to satisfy working
capital or other financing requirements of Viad. Fluctuations in
the balances of payment service assets and obligations result
from varying levels of sales of money orders and other payment
instruments, the timing of the collections of agents' receivables
and the timing of the presentment of such instruments.
In September 1997, Viad's payment services subsidiary entered
into a five-year agreement to sell, on a periodic basis,
undivided percentage ownership interests in certain receivables
in an amount not to exceed $250 million. The receivables,
representing funds in transit from money order agents, are being
sold in order to accelerate payment services' cash flow for
investments in admissible securities (which are available to
satisfy certain state requirements that qualified assets be equal
to or exceed related payment service obligations at all times).
See Note G of Notes to Consolidated Financial Statements.
With respect to working capital, in order to minimize the effects
of borrowing costs on earnings, Viad strives to maintain current
assets (principally cash, inventories and receivables) at the
lowest practicable levels while at the same time taking advantage
of the payment terms offered by trade creditors. These efforts
notwithstanding, working capital requirements fluctuate
significantly from seasonal factors as well as changes in levels
of receivables and inventories caused by numerous business
factors.
Viad satisfies a portion of its capital and other financing
requirements with short-term borrowings (through commercial
paper, bank note programs and bank lines of credit) and the sale
of trade accounts receivables. As discussed in Note J of Notes to
Consolidated Financial Statements, short-term borrowings are
supported by a $300 million long-term revolving bank credit
agreement.
In addition, as discussed in Note P of Notes to Consolidated
Financial Statements, Viad has an agreement to sell up to $75
million of trade accounts receivable under which the purchaser
has agreed to invest collected amounts in new purchases. The
accounts receivable sold totaled $75 million at December 31,
1997. The agreement expires in August 1998 but is expected to be
extended annually.
As discussed in Note K of Notes to Consolidated Financial
Statements, in September 1992 Viad sold 10,491,800 shares of
treasury stock to Viad's Employee Equity Trust (the "Trust").
This Trust is being used to fund certain existing employee
compensation and benefit plans over the scheduled 15-year term of
the Trust. The Trust acquired the shares of common stock from
Viad for a $200 million promissory note at the date of sale. For
financial reporting purposes, the Trust is consolidated with
Viad. The fair market value of the shares held by the Trust,
representing unearned employee benefits, was recorded as a
deduction from common stock and other equity, and is reduced as
employee benefits are funded. At December 31, 1997, a total of
5,072,785 shares remained in the Trust and were available to fund
future benefit obligations.
Capital spending has been reduced by obtaining, where
appropriate, equipment and other property under operating leases.
Viad's capital asset needs and working capital requirements are
expected to be financed primarily with internally generated
funds.
Cash flows from operations, trade accounts receivables sales and
proceeds from the sale of businesses and noncore assets during
the past three years have generally been sufficient to fund
capital expenditures, purchase businesses and pay cash dividends
to stockholders. Viad expects these trends to continue, with
operating cash flows and proceeds from the sale of noncore
businesses and assets generally being sufficient to finance its
business. Should financing requirements exceed such sources of
funds, Viad believes it has adequate external financing sources
available, including Viad's $300 million long-term revolving bank
credit agreement and its $500 million Shelf Registration, to
cover any such shortfall.
As indicated in Note N of Notes to Consolidated Financial
Statements, Viad has certain unfunded pension and other
postretirement benefit plans that require payments over extended
periods of time. Such future benefit payments are not expected to
materially affect Viad's liquidity.
As of December 31, 1997, Viad has recorded U.S. deferred income
tax assets totaling $104.1 million, which Viad believes to be
fully realizable in future years. The realization of such
benefits will require average annual taxable income over the next
15 years (the current Federal net operating loss carryforward
period) of approximately $16 million and average annual capital
gains of approximately $12 million over the next five years (the
current Federal capital loss carryforward period). Viad's average
U.S. pretax income from continuing operations, exclusive of
nondeductible goodwill amortization and minority interests, over
the past three years has been $109 million. Furthermore,
approximately $38 million of the deferred income tax benefits
relate to unfunded pension, compensation and other employee
benefits which will become deductible for income tax purposes as
they are paid, which will occur over extended periods of time.
Viad is subject to various environmental laws and regulations of
the United States as well as of the states and other countries in
whose jurisdictions Viad has or had operations and is subject to
certain international agreements. As is the case with many
companies, Viad faces exposure to actual or potential claims and
lawsuits involving environmental matters. Viad believes that any
liabilities resulting therefrom, after taking into consideration
amounts already provided for, but exclusive of any potential
insurance recovery, should not have a material effect on Viad's
financial position or results of operations.
Readiness for the Year 2000:
Viad has taken actions to understand the nature and extent of the
work required and has commenced initiatives to make its systems,
products and infrastructure "Year 2000" compliant on a timely
basis, including replacing and/or updating certain systems. Viad
continues to evaluate the additional efforts and estimated costs
associated with these changes. While additional costs are
involved, Viad believes, based on available information to date,
that it will be able to manage its total Year 2000 transition
without any material adverse effect on its business operations,
products, financial position or results of operations. However,
if such changes are not completed timely, the Year 2000 issue
could have a material impact on Viad's operations.
Forward-Looking Statements:
As provided by the "Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995," Viad cautions readers
that, in addition to the historical information contained herein,
this annual report includes certain forward-looking statements,
assumptions and discussions which involve risks and
uncertainties, including, but not limited to, economic,
competitive and capital marketplace factors which affect Viad's
operations, markets, products, services and prices which could
cause Viad's future results and stockholder values to differ
materially from those expressed or implied in any forward-looking
comments made by, or on behalf of, Viad.
<PAGE>
Viad Corp Consolidated Balance Sheet
<TABLE>
<CAPTION>
December 31, (000 omitted, except share data) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,267 $ 4,422
Receivables, less allowance of
$9,486 and $12,744 129,440 128,880
Inventories 105,331 93,730
Deferred income taxes 29,444 32,567
Other current assets 29,207 59,562
- ---------------------------------------------------------------------
295,689 319,161
Funds, agents' receivables and current
maturities of investments restricted
for payment service obligations, after
eliminating $90,000 invested in Viad
commercial paper 630,141 704,640
- ---------------------------------------------------------------------
Total current assets 925,830 1,023,801
Investments restricted for payment service
obligations 1,615,464 1,144,279
Property and equipment 470,052 473,039
Other investments and assets 113,274 125,705
Investment in discontinued operations 97,958
Deferred income taxes 74,659 47,904
Intangibles 531,034 540,626
- ---------------------------------------------------------------------
$3,730,313 $3,453,312
=====================================================================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 145,641 $ 148,990
Accrued compensation 75,589 68,976
Other current liabilities 134,477 245,032
Current portion of long-term debt 32,291 2,348
- ---------------------------------------------------------------------
387,998 465,346
Payment service obligations 2,248,004 1,887,497
- ---------------------------------------------------------------------
Total current liabilities 2,636,002 2,352,843
Long-term debt 377,849 518,779
Pension and other benefits 62,988 61,689
Other deferred items and insurance reserves 109,323 73,291
Commitments and contingent liabilities
(Notes J, O, P and Q)
Minority interests 8,378 7,888
$4.75 Redeemable preferred stock 6,612 6,604
Common stock and other equity:
Common stock, $1.50 par value, 200,000,000
shares authorized, 99,739,925 and
97,108,724 shares issued 149,610 145,663
Additional capital 291,414 282,203
Retained income 209,127 146,664
Cumulative translation adjustments (3,022) (1,519)
Unearned employee benefits (121,968) (118,766)
Unrealized gain on securities classified
as available for sale, net of tax 13,625 205
Common stock in treasury, at cost, 516,926
and 1,162,718 shares (9,625) (22,232)
- ---------------------------------------------------------------------
Total common stock and other equity 529,161 432,218
- ---------------------------------------------------------------------
$3,730,313 $3,453,312
=====================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
Viad Corp Statement of Consolidated Income
<TABLE>
<CAPTION>
Year ended December 31,
(000 omitted, except per share data) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $2,417,470 $2,263,228 $1,976,745
- ---------------------------------------------------------------------
Costs and expenses:
Costs of sales and services 2,194,857 2,058,846 1,787,420
Corporate activities and
nonoperating items, net 29,294 33,102 31,197
Sale of trade accounts
receivable expense 4,483 3,029 2,157
Interest expense 48,652 53,019 52,897
Nonrecurring items:
Gain on sale of interest in
Phoenix Suns (30,489)
Spin-off costs and management
transition expenses 33,000
Minority interests 1,237 1,752 2,629
- ---------------------------------------------------------------------
2,278,523 2,152,259 1,876,300
- ---------------------------------------------------------------------
Income before income taxes 138,947 110,969 100,445
Income taxes 41,153 41,898 29,664
- ---------------------------------------------------------------------
Income From Continuing Operations 97,794 69,071 70,781
Loss from discontinued operations (40,694) (73,465)
- ---------------------------------------------------------------------
Income (loss) before
extraordinary charge and
cumulative effect of change
in accounting principle 97,794 28,377 (2,684)
Extraordinary charge for early
retirement of debt, net of tax
benefit of $4,554 (8,458)
Cumulative effect of change in
accounting principle, net of
tax benefit of $8,459 (13,875)
- ---------------------------------------------------------------------
Net Income (Loss) $ 89,336 $ 28,377 $ (16,559)
=====================================================================
Diluted Income (Loss) per
Common Share:
Continuing operations $ 1.03 $ 0.74 $ 0.79
Discontinued operations (0.44) (0.83)
- ---------------------------------------------------------------------
Income (loss) before
extraordinary charge and
cumulative effect of change
in accounting principle 1.03 0.30 (0.04)
Extraordinary charge (0.09)
Cumulative effect of change in
accounting principle (0.16)
- ---------------------------------------------------------------------
Diluted Net Income (Loss)
per Common Share $ 0.94 $ 0.30 $ (0.20)
=====================================================================
Average outstanding and
potentially dilutive
common shares 93,786 91,339 88,479
=====================================================================
Basic Income (Loss) per
Common Share:
Continuing operations $ 1.06 $ 0.76 $ 0.80
Discontinued operations (0.45) (0.84)
- ---------------------------------------------------------------------
Income (loss) before
extraordinary charge and
cumulative effect of change
in accounting principle 1.06 0.31 (0.04)
Extraordinary charge (0.09)
Cumulative effect of change in
accounting principle (0.16)
- ---------------------------------------------------------------------
Basic Net Income (Loss) per
Common Share $ 0.97 $ 0.31 $ (0.20)
=====================================================================
Average outstanding common
shares 90,804 88,814 86,543
=====================================================================
Dividends declared per common
share $ 0.32 $ 0.48 $ 0.62
=====================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<PAGE>
Viad Corp Statement of Consolidated Cash Flows
<TABLE>
<CAPTION>
Year ended December 31,
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows Provided (Used) by
Operating Activities:
Net income (loss) $ 89,336 $ 28,377 $ (16,559)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Depreciation and amortization 78,501 74,444 68,872
Deferred income taxes 846 8,685 9,133
Spin-off costs and management
transition expenses 33,000
Loss from discontinued
operations 40,694 73,465
Extraordinary charge for early
retirement of debt 8,458
Cumulative effect of change
in accounting principle 13,875
Gains on sales of property and
other assets, net (17,341) (42,382) (11,350)
Other noncash items, net 10,352 13,774 11,901
Change in operating assets and
liabilities:
Receivables and inventories (18,877) 10,356 3,115
Payment service assets and
obligations, net 454,402 236,393 186,908
Accounts payable and
accrued compensation 13,097 38,472 5,458
Other assets and liabilities,
net (44,188) (73,896) (31,747)
- ---------------------------------------------------------------------
Net cash provided by operating
activities 574,586 367,917 313,071
- ---------------------------------------------------------------------
Cash Flows Provided (Used) by
Investing Activities:
Capital expenditures (107,973) (82,149) (59,585)
Purchase of asset previously
leased (20,986)
Acquisitions of businesses,
net of cash acquired (19,017) (21,731) (93,803)
Proceeds from sales of businesses,
property and other assets, net 205,059 62,061 11,614
Investments restricted for
payment service obligations:
Proceeds from sales and
maturities of securities
classified as available for
sale 819,813 581,192 485,664
Proceeds from maturities of
securities classified as
held to maturity 48,201 25,584 22,201
Purchases of securities
classified as available for
sale (1,141,753) (630,685) (577,884)
Purchases of securities
classified as held to maturity (191,340) (241,616) (103,553)
Investments in and advances from
(to) discontinued operations,
net (21,337) 33,156 (100,858)
- ---------------------------------------------------------------------
Net cash used by investing
activities (429,333) (274,188) (416,204)
- ---------------------------------------------------------------------
Cash Flows Provided (Used) by
Financing Activities:
Proceeds from long-term borrowings 40,000
Payments on long-term borrowings (76,046) (77,615) (2,314)
Premium paid upon early retirement
of debt (13,012)
Net change in short-term
borrowings classified as
long-term debt (34,000) (12,888) 100,388
Dividends on common and preferred
stock (30,295) (43,869) (55,024)
Proceeds from issuances of
treasury stock 12,466 40,032 32,062
Cash payments on swap agreements (6,521) (12,912) (16,802)
- ---------------------------------------------------------------------
Net cash provided (used) by
financing activities (147,408) (107,252) 98,310
- ---------------------------------------------------------------------
Net decrease in cash and
cash equivalents (2,155) (13,523) (4,823)
Cash and cash equivalents,
beginning of year 4,422 17,945 22,768
- ---------------------------------------------------------------------
Cash and Cash Equivalents,
End of Year $ 2,267 $ 4,422 $ 17,945
=====================================================================
Significant Noncash Investing
and Financing Activities:
Assumption of debt by
The Dial Corporation $ 280,000
Distribution of equity in the
consumer products business to
Viad stockholders 155,450
Acquisition of minority interest
in the Canadian tourism business
in exchange for Viad's ownership
in the intercity bus
transportation business 20,150
- ---------------------------------------------------------------------
Decrease in investment in
discontinued operations $ 455,600
=====================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Viad Corp Statement of Consolidated Common Stock and Other Equity
<TABLE>
<CAPTION>
Cumulative
Common Additional Retained Translation
(000 omitted) Stock Capital Income Adjustments
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1995 $ 145,663 $ 308,350 $ 393,233 $ (20,910)
Net loss (16,559)
Dividends on common
and preferred stock (55,024)
Treasury shares issued
in connection with
dividend reinvestment plan 2,949
Treasury shares issued
in connection with
employee benefit plans (752)
Net change in performance-
based and restricted
stock awards 2,428
Employee benefits funded
Employee Equity Trust
adjustment to market value 54,484
Acquisition of subsidiary
accounted for as a
pooling of interests (5,202) 118
Unrealized translation gain 2,530
Unrealized gain on securities
classified as available for sale
Other, net (52) 671
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1995 145,663 362,205 322,439 (18,380)
- -----------------------------------------------------------------------------------------------
Net income 28,377
Dividends on common
and preferred stock (43,869)
Distribution of consumer
products business to
Viad stockholders (88,607) (160,026) 4,576
Disposition of Canadian
intercity bus transportation
business 12,266
Treasury shares issued in
connection with dividend
reinvestment plan 3,168
Treasury shares issued in
connection with employee
benefit plans (9,986)
Net change in performance-
based and restricted
stock awards 2,070
Employee benefits funded
Employee Equity Trust
adjustment to market value 13,422
Unrealized translation gain 19
Unrealized loss on securities
classified as available for sale
Other, net (69) (257)
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1996 145,663 282,203 146,664 (1,519)
- -----------------------------------------------------------------------------------------------
Net income 89,336
Dividends on common and
preferred stock (30,295)
Treasury shares acquired in
connection with dividend
reinvestment plan (329)
Treasury shares issued in
connection with employee
benefit plans (9,287)
Net change in performance-
based and restricted
stock awards 2,270
Employee benefits funded
Employee Equity Trust
adjustment to market value 14,793
Acquisition of subsidiary
accounted for as a pooling
of interests 3,947 875 4,382
Unrealized translation loss (1,503)
Unrealized gain on securities
classified as available for sale
Other, net 889 (960)
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ 149,610 $ 291,414 $ 209,127 $ (3,022)
===============================================================================================
Viad Corp Statement of Consolidated Common Stock and Other Equity, continued
</TABLE>
<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
on Securities
Unearned Classified Common
Employee as Available Stock in
(000 omitted) Benefits for Sale Treasury Total
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1995 $ (176,201) $ (21,742) $ (73,300) $ 555,093
Net loss (16,559)
Dividends on common
and preferred stock (55,024)
Treasury shares issued
in connection with
dividend reinvestment plan 6,368 9,317
Treasury shares issued
in connection with
employee benefit plans 8,448 7,696
Net change in performance-
based and restricted
stock awards 2,428
Employee benefits funded 16,689 16,689
Employee Equity Trust
adjustment to market value (54,484) --
Acquisition of subsidiary
accounted for as a
pooling of interests 5,131 47
Unrealized translation gain 2,530
Unrealized gain on securities
classified as available for sale 23,198 23,198
Other, net 2,135 2,754
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1995 (213,996) 1,456 (51,218) 548,169
- -----------------------------------------------------------------------------------------------
Net income 28,377
Dividends on common
and preferred stock (43,869)
Distribution of consumer
products business to
Viad stockholders 88,607 (155,450)
Disposition of Canadian
intercity bus transportation
business 12,266
Treasury shares issued in
connection with dividend
reinvestment plan 9,417 12,585
Treasury shares issued in
connection with employee
benefit plans 19,453 9,467
Net change in performance-
based and restricted
stock awards 2,070
Employee benefits funded 20,045 20,045
Employee Equity Trust
adjustment to market value (13,422) --
Unrealized translation gain 19
Unrealized loss on securities
classified as available for sale (1,251) (1,251)
Other, net 116 (210)
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1996 (118,766) 205 (22,232) 432,218
- -----------------------------------------------------------------------------------------------
Net income 89,336
Dividends on common and
preferred stock (30,295)
Treasury shares acquired in
connection with dividend
reinvestment plan (1,817) (2,146)
Treasury shares issued in
connection with employee
benefit plans 14,214 4,927
Net change in performance-
based and restricted
stock awards 2,270
Employee benefits funded 11,591 11,591
Employee Equity Trust
adjustment to market value (14,793) --
Acquisition of subsidiary
accounted for as a pooling
of interests 9,204
Unrealized translation loss (1,503)
Unrealized gain on securities
classified as available for sale 13,420 13,420
Other, net 210 139
- -----------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ (121,968) $ 13,625 $ (9,625) $ 529,161
===============================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
Viad Corp Notes to Consolidated Financial Statements
Years ended December 31, 1997, 1996 and 1995
A. Significant Accounting Policies
Principles of Consolidation. The Consolidated Financial
Statements of Viad Corp ("Viad") include the accounts of Viad and
all of its subsidiaries. On August 15, 1996, Viad spun off its
consumer products business to stockholders. Viad also disposed of
its 68.5 percent ownership interest in its Canadian intercity bus
transportation business on May 31, 1996. On April 17, 1997, Viad
finalized the sale of Premier Cruise Lines. The accompanying
financial statements have been prepared to reflect the historical
financial position and results of operations as adjusted for the
reclassification of the consumer products, Canadian intercity bus
transportation and cruise line businesses as discontinued
operations for all periods presented. See Note E of Notes to
Consolidated Financial Statements.
The Consolidated Financial Statements are prepared in accordance
with generally accepted accounting principles, which require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
may vary from those estimates.
Intercompany accounts and transactions between Viad and its
subsidiaries have been eliminated in consolidation. Described
below are those accounting policies particularly significant to
Viad, including those selected from acceptable alternatives.
Reclassifications. Certain prior year amounts have been
reclassified to conform with the 1997 presentation.
Cash Equivalents. Viad considers all highly liquid investments
with original maturities of three months or less from date of
purchase as cash equivalents.
Inventories. Inventories, which consist primarily of duty-free
merchandise, exhibit materials, food and supplies used in
providing services, are stated at the lower of cost (first-in,
first-out and average cost methods) or market.
Funds and Agents' Receivables and Investments Restricted for
Payment Service Obligations. Viad's payment service operations
generate funds from the sale of money orders and other payment
instruments (classified as "Payment service obligations"). The
proceeds of such sales are invested by Viad's payment services
subsidiary, in accordance with applicable state laws, in
high-quality, readily liquid debt instruments (classified, along
with cash on hand and cash in transit from agents, as "Funds,
agents' receivables and current maturities of investments
restricted for payment service obligations"), which before
consolidating eliminations, included investment-grade commercial
paper issued by Viad and supported along with the rest of Viad's
outstanding commercial paper by a credit commitment under a
long-term revolving bank credit agreement, as described in Note J
of Notes to Consolidated Financial Statements; and in a portfolio
of high-quality, longer-term investments (approximately 97% of
the debt investments at December 31, 1997, have ratings of A- or
higher or are collateralized by federal agency securities),
including federal, state and municipal obligations, asset-backed
securities and corporate debt securities (classified as
"Investments restricted for payment service obligations"). These
investments are restricted by state regulatory agencies for use
by Viad's payment services subsidiary to satisfy the liability to
pay, upon presentment, the face amount of such payment service
obligations and accordingly such assets are not available to
satisfy working capital or other financing requirements of Viad.
In accordance with Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," Viad classifies securities as either
available for sale or held to maturity, with different reporting
requirements for each classification. See Note G of Notes to
Consolidated Financial Statements for a discussion of the
classification and reporting of these securities.
Impairment of Long-Lived Assets. As discussed further in Note C
of Notes to Consolidated Financial Statements, in 1995 Viad
elected the early adoption of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." SFAS No. 121 establishes the accounting standards
for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets which are to be
held and used and for long-lived assets and certain identifiable
intangibles which are to be disposed of.
In accordance with the provisions of SFAS No. 121, Viad reviews
the carrying values of its long-lived assets and identifiable
intangibles for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of assets to be
held and used may not be recoverable. SFAS No. 121 requires that
for assets to be held and used, if the sum of the expected future
undiscounted cash flows is less than the carrying amount of the
asset, an impairment loss should be recognized, measured as the
amount by which the carrying amount exceeds the fair value of the
asset. Viad reports any long-lived assets and certain
identifiable intangibles to be disposed of at the lower of
carrying amount or fair value less cost to sell.
Property and Equipment. Property and equipment are stated at
cost, net of impairment write-downs, less accumulated
depreciation. Depreciation is provided principally by use of the
straight-line method at annual rates as follows:
Buildings 2% to 5%
Machinery and other equipment 5% to 33%
Leasehold improvements Lesser of lease term or useful life
Intangibles. Intangibles are carried at cost less accumulated
amortization. Intangibles are amortized on the straight-line
method over the estimated lives or periods of expected benefit,
but not in excess of 40 years. Viad evaluates the carrying value
of goodwill and other intangible assets at each reporting period
for possible impairment in accordance with the provisions of SFAS
No. 121 described above.
Pension and Other Benefits. Trusteed, noncontributory pension
plans cover a significant portion of employees, with benefit
levels supplemented in most cases by defined matching company
stock contributions to employees' 401(k) plans. The 401(k) plans
are available to almost all employees, including those not
covered by the defined benefit plans. Defined benefits are based
primarily on final average pay and years of service. Funding
policies provide that payments to defined benefit pension trusts
shall be at least equal to the minimum funding required by
applicable regulations. Certain defined pension benefits,
primarily those in excess of benefit levels under qualified
pension plans, are unfunded.
Viad has unfunded defined benefit postretirement plans that
provide medical and life insurance for certain retirees and
dependents. The related postretirement benefit liabilities are
recognized over the period that services are provided by
employees.
Foreign Currency Translation. In accordance with SFAS No. 52,
"Foreign Currency Translation," the assets and liabilities of
Viad's foreign subsidiaries are translated into U.S. dollars at
exchange rates in effect at the balance sheet date, with
resulting unrealized translation gains and losses accumulated in
a separate component of common stock and other equity. Income and
expense items are converted into U.S. dollars at average rates of
exchange prevailing during the year.
Derivatives. Amounts receivable or payable under swap agreements
are accrued and recognized as an adjustment to the expense of the
related transaction as discussed in Notes J and P of Notes to
Consolidated Financial Statements.
Stock-Based Compensation. In October 1995, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 123,
"Accounting for Stock-Based Compensation." As permitted by
SFAS No. 123, Viad uses the intrinsic value method prescribed by
APB No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for its plans. Accordingly,
no compensation expense has been recognized for its stock-based
compensation plans other than for performance-based and
restricted stock awards and stock appreciation rights. A summary
of the pro forma effects on reported income from continuing
operations and earnings per share from continuing operations
calculated as if the fair value method of accounting defined in
SFAS No. 123 had been applied is included in Note L of Notes to
Consolidated Financial Statements.
Sale of Receivables. Viad adopted SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," on January 1, 1997. SFAS No. 125 permits sale
accounting treatment for transfers of financial assets in which
the transferor surrenders control over those assets and
consideration other than beneficial interests in the transferred
assets is received in exchange. SFAS No. 125 defines the
conditions under which a transferor has surrendered control.
Sales of trade accounts receivables entered into after December
31, 1996 qualify for sale accounting under SFAS No. 125. The
adoption of SFAS No. 125 did not have a material effect on Viad's
consolidated financial position or results of operations.
Net Income (Loss) Per Common Share. In February 1997, the FASB
issued SFAS No. 128, "Earnings Per Share." Income (loss) per
share amounts previously reported have been restated to conform
with the requirements of SFAS No. 128. SFAS No. 128 requires the
dual presentation of basic and diluted earnings per share ("EPS")
on the face of the income statement and requires a reconciliation
of the numerators and denominators of basic and diluted EPS
calculations. See Note F of Notes to Consolidated Financial
Statements. Employee Stock Ownership Plan ("ESOP") shares are
treated as outstanding for net income (loss) per share
calculations. The average outstanding and potentially dilutive
common shares does not include shares held by the Employee Equity
Trust (the "Trust"). Shares held by the Trust are not considered
outstanding for net income (loss) per share calculations until
the shares are released from the Trust.
Recent Accounting Pronouncements. In June 1997, the FASB issued
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130,
which will become effective in 1998, establishes standards for
reporting and displaying comprehensive income and its components
in the financial statements. Reclassification of financial
statements for earlier periods is required. Viad is in the
process of determining its preferred format. The adoption of SFAS
No. 130 will not affect Viad's consolidated financial position,
results of operations or cash flows as previously reported.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS
No. 131 requires disclosure of certain financial and descriptive
information for each reportable operating segment based on
management's internal organizational decision-making structure.
SFAS No. 131 also establishes standards for disclosures related
to products and services, geographic areas and major customers.
The new disclosures required by SFAS No. 131 will be effective
for Viad's financial statements for the year ending December 31,
1998. Financial statement disclosures for prior periods are
required to be restated. Viad is in the process of evaluating the
disclosure requirements. The adoption of SFAS No. 131 will not
affect Viad's consolidated financial position, results of
operations or cash flows as previously reported.
In February 1998, the FASB issued SFAS No. 132, "Employers'
Disclosure about Pensions and Other Postretirement Benefits."
SFAS No. 132, effective for the year ending December 31, 1998,
requires additional disclosures and eliminates certain existing
disclosures, but does not affect recognition or measurement of
net pension or postretirement benefit cost. Restatement of
financial statement disclosures for prior periods is required.
Viad is in the process of evaluating the disclosure requirements.
The adoption of SFAS No. 132 will not affect Viad's consolidated
financial position, results of operations or cash flows as
previously reported.
B. Acquisitions of Businesses
During 1997, Viad acquired an airline catering flight kitchen and
several payment services businesses, including Financial Services
Management Corp., the nation's largest processor of rebate
checks, and a regional money order business. In addition, in
December 1997, Viad acquired all of the common stock of Game
Financial Corporation ("Game") in exchange for approximately
2,600,000 shares of Viad's common stock. Game provides cash
access services to casinos and other gaming establishments. Game
operates as a wholly owned subsidiary of Viad's payment services
subsidiary. The Game acquisition was accounted for as a pooling
of interests.
During 1996, Viad purchased two convention services companies and
the remaining interest in several airline catering joint
ventures. Viad also acquired the remaining minority interest in
its Canadian tourism business, Brewster Transport Company
Limited, in a noncash exchange, as described in Note E of Notes
to Consolidated Financial Statements.
During 1995, Viad acquired Giltspur, Inc., an exhibit
construction and services company, and several smaller companies.
Also during 1995, Viad acquired all of the common stock of a
small payment services company in exchange for approximately
300,000 shares of Viad's common stock. The acquisition was
accounted for as a pooling of interests.
Except for the pooling of interests transactions, the
acquisitions were accounted for as purchases. The purchase
prices, including acquisition costs, were allocated to the net
tangible and intangible assets acquired based on estimated fair
values at the dates of the acquisitions. The difference between
the purchase prices and the related fair values of net assets
acquired represents goodwill. The results of operations of the
acquired companies from the beginning of the year to the dates of
acquisition are not material.
Prior period financial statements have not been restated for the
acquisitions accounted for as pooling of interests, as the
results of the pooled companies are not significant to the
consolidated results of operations. The accompanying financial
statements include the accounts and results of operations from
the dates of acquisition.
Net cash paid, assets acquired and debt and other liabilities
assumed in all acquisitions of businesses accounted for as
purchases for the years ended December 31 were as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Assets acquired:
Property and equipment $ 3,119 $ 3,813 $ 17,672
Intangibles, primarily
goodwill (1) 15,710 16,620 83,650
Other assets 188 9,517 56,354
Debt and other liabilities
assumed (8,219) (63,873)
- ---------------------------------------------------------------------
Net cash paid $ 19,017 $ 21,731 $ 93,803
=====================================================================
<FN>
(1) Excludes additional goodwill of $15,688,000 recorded in 1996 in connection with
the acquisition of the remaining minority interest in the Canadian tourism business
in a noncash exchange.
</TABLE>
C. Impairment of Long-Lived Assets
In 1995, Viad elected the early adoption of SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." The initial application of
SFAS No. 121 to long-lived assets held for disposal at January 1,
1995, resulted in a noncash charge of $13,875,000 (net of tax
benefit of $8,459,000) and is reported in the Statement of
Consolidated Income as a cumulative effect of a change in
accounting principle. The charge represents the adjustment
required to individually remeasure such assets at the lower of
carrying amount or fair value less cost to sell. Long-lived
assets held for disposal consist principally of miscellaneous
real estate remaining from businesses previously disposed of by
Viad, including former bus terminal properties retained upon
disposition of Greyhound Lines, Inc. in 1987, land parcels
retained upon the spin-off of The FINOVA Group Inc. in 1992, and
other nonoperating properties. These assets have a total carrying
value of $14,946,000 and $17,914,000 at December 31, 1997 and
1996, respectively. While these assets are being actively
marketed, Viad expects that the period of disposal may exceed one
year for certain of the assets.
D. Nonrecurring Items
On December 31, 1996, Viad sold its 26 percent limited
partnership interest in the Phoenix Suns National Basketball
Association team for $31,500,000, resulting in a gain of
$30,489,000 ($19,025,000 after-tax), after deducting transaction
costs and carrying amount of the investment.
As discussed in Note E of Notes to Consolidated Financial
Statements, on August 15, 1996, Viad completed the spin-off of
its consumer products business to stockholders. Spin-off costs
and management transition expenses totaling $33,000,000
($28,985,000 after-tax) have been recorded as expenses of
continuing operations. In addition, $5,000,000 of such costs,
without tax benefit, were allocated to the consumer products
business and are classified as discontinued operations expense.
These charges are comprised primarily of spin-off transaction
costs, professional fees and compensation required by certain
former executive officers' employment contracts.
In addition, a gain of $3,477,000 ($2,260,000 after-tax) arising
from the curtailment of certain postretirement medical benefits
by a Convention Services subsidiary was recorded in 1995.
E. Discontinued Operations
On August 15, 1996, Viad completed the spin-off of its consumer
products business, now conducted under the name The Dial
Corporation. In effecting the spin-off, the holders of common
stock of Viad received a Distribution (the "Distribution")of one
share of common stock of The Dial Corporation for each share of
Viad common stock. In conjunction with the spin-off, certain
liabilities and deferred income tax assets related primarily to
specified pension and postretirement plans of former employees of
Armour and Company, which was previously a subsidiary of Viad,
were transferred to and assumed by The Dial Corporation.
Accordingly, income (loss) from operations of the consumer
products business, presented as a discontinued operation,
includes expenses arising from such items.
In connection with the Distribution, on August 15, 1996, Viad
borrowed $280,000,000 under a new $350,000,000 bank credit
facility and used the proceeds to repay floating-rate
indebtedness of Viad. The credit facility and related liability
were then assumed by The Dial Corporation upon the spin-off,
thereby transferring that portion of Viad's outstanding
indebtedness deemed attributable to the consumer products
business. In conjunction with the debt transfer, Viad also
transferred a variable to fixed interest rate swap agreement in
the notional amount of $65,000,000 to The Dial Corporation.
Interest expense of $13,096,000 and $20,425,000 in 1996 and 1995,
respectively, was allocated to the consumer products business
based on the lesser of a) interest on the debt and interest rate
swap assumed by The Dial Corporation or b) the amount of
intercompany interest that had historically been charged by Viad
on interest-bearing advances based on the prime lending rate.
Effective May 31, 1996, shareholders of Greyhound Lines of Canada
("GLOC") voted to separate its intercity bus transportation
business and its tourism business into two independent companies.
At the same time, GLOC minority shareholders approved an
automatic share exchange proposal whereby their ownership
interests in the tourism business, aggregating 31.5 percent, were
exchanged for Viad's 68.5 percent ownership interest in the
intercity bus transportation company such that Viad became the
owner of 100 percent of the tourism company, Brewster Transport
Company Limited, in exchange for its ownership in the intercity
bus transportation company. As a result, the Canadian intercity
bus transportation company is presented as a discontinued
operation.
In February 1997, Viad's Board of Directors approved plans to
dispose of Viad's cruise line business, operated by Premier
Cruise Lines. The Star/Ship Majestic, formerly on charter to a
European operator, was sold in December 1996. In March 1997, Viad
sold the Star/Ship Atlantic, and on April 17, 1997, Viad
finalized the sale of Premier Cruise Lines.
Revenues applicable to the operations of the discontinued
consumer products, Canadian intercity bus transportation and
cruise line businesses totaled $998,792,000 and $1,598,325,000 in
1996 and 1995, respectively.
The caption "Loss from discontinued operations" in the Statement
of Consolidated Income for the years ended December 31 includes
the following:
<TABLE>
<CAPTION>
(000 omitted) 1996 1995
- ---------------------------------------------------------------------
<S>
Consumer products business: <C> <C>
Income (loss) from operations
through August 15, 1996, net of
tax provision (benefit) of $22,817
and $(22,974) (1) $ 35,620 $ (33,105)
Spin-off costs and management
transition expenses, without
tax benefit (5,000)
- ---------------------------------------------------------------------
30,620 (33,105)
- ---------------------------------------------------------------------
Canadian intercity bus
transportation business, net of
applicable minority interests:
Income (loss) from operations
through May 31, 1996, net of tax
(benefit) provision of $(510)
and $4,975 (583) 3,954
Cumulative effect, net of tax
provision of $905, to
January 1, 1995, of initial
application of SFAS No. 121, to
Canadian intercity bus transportation
assets held for disposal (3,821)
Transaction costs, loss on disposition
and foreign currency translation
losses (2) (15,866)
- ---------------------------------------------------------------------
(16,449) 133
- ---------------------------------------------------------------------
Cruise line business:
Loss from operations, net of tax benefit
of $174 and $23,517 (3) (70) (40,493)
Provision for loss on disposal,
including $3,000 for operating losses
during phase-out period, net of tax
benefit of $19,250 (35,750)
- ---------------------------------------------------------------------
(35,820) (40,493)
- ---------------------------------------------------------------------
Provisions related to previously
discontinued businesses, net of
tax benefit of $10,955 (4) (19,045)
- ---------------------------------------------------------------------
Loss from discontinued operations $ (40,694) $ (73,465)
=====================================================================
<FN>
(1) After deducting restructuring charges and asset write-downs of $135,600,000
($82,100,000 after-tax) in 1995.
(2) Includes spin-off and exchange transaction costs of $1,579,000 associated with
the disposition of the Canadian intercity bus transportation business, along with a
loss recorded on the disposition of $2,021,000 and recognition of unrealized foreign
currency translation losses of $12,266,000. The translation losses had previously
been deducted from common stock and other equity in accordance with SFAS No. 52.
(3) After deducting asset write-downs of $55,500,000 ($35,100,000 after-tax) in
1995.
(4) Represents additional provisions for self insurance, legal and remediation
matters arising from previously discontinued businesses.
</TABLE>
F. Earnings Per Share
As discussed in Note A of Notes to Consolidated Financial
Statements, the following is a reconciliation of the numerators
and denominators of basic and diluted per share computations for
income from continuing operations as required by SFAS No. 128:
<TABLE>
<CAPTION>
(000 omitted, except per share data) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Basic income per common share:
Income from continuing
operations $ 97,794 $ 69,071 $ 70,781
Less: Preferred stock dividends (1,127) (1,125) (1,124)
- ---------------------------------------------------------------------
Income available to common
stockholders $ 96,667 $ 67,946 $ 69,657
=====================================================================
Average outstanding common
shares 90,804 88,814 86,543
=====================================================================
Basic income per share from
continuing operations $ 1.06 $ 0.76 $ 0.80
=====================================================================
Diluted income per common share:
Income available to common
stockholders, from above $ 96,667 $ 67,946 $ 69,657
=====================================================================
Average outstanding common
shares, from above 90,804 88,814 86,543
Additional dilutive shares
related to stock-based
compensation 2,982 2,525 1,936
- ---------------------------------------------------------------------
Average outstanding and
potentially dilutive
common shares 93,786 91,339 88,479
=====================================================================
Diluted income per share
from continuing operations $ 1.03 $ 0.74 $ 0.79
=====================================================================
</TABLE>
G. Investments in Debt and Equity Securities
As discussed in Note A of Notes to Consolidated Financial
Statements, Viad's payment services subsidiary generates funds
from the sale of money orders and other payment instruments. A
portion of the proceeds of such sales are invested in a portfolio
of high-quality, longer-term investments, including federal,
state and municipal obligations, asset-backed securities and
corporate debt securities. Securities are included in the
Consolidated Balance Sheet under the caption, "Investments
restricted for payment service obligations" except for those
securities expected to be sold or maturing within one year, which
are included under the caption, "Funds, agents' receivables and
current maturities of investments restricted for payment service
obligations."
Securities are classified as available for sale or held to
maturity under the requirements of SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Viad has no
securities classified in the trading category.
Although Viad's investment portfolio exposes Viad to certain
credit risks, Viad believes the high quality of its investments
(approximately 97% of the debt investments at December 31, 1997
have ratings of A- or higher or are collateralized by federal
agency securities) reduces this risk substantially. Viad
regularly monitors credit and market risk exposures and takes
steps to mitigate the likelihood of these exposures resulting in
actual loss.
In September 1997, Viad's payment services subsidiary entered
into a five-year agreement to sell, on a periodic basis,
undivided percentage ownership interests in certain receivables
in an amount not to exceed $250,000,000. The receivables,
representing funds in transit from money order agents, are being
sold in order to accelerate payment services' cash flow for
investment in admissible securities (which are available to
satisfy certain state requirements that qualified assets be equal
to or exceed related payment service obligations at all times).
The weekly agents' receivables sold during 1997 ranged from
$106,000,000 to $203,000,000. The expense of selling such
receivables was $2,790,000 in 1997, which has been deducted in
arriving at payment services operating income.
Securities Classified as Available for Sale. Securities that are
being held for indefinite periods of time, including those
securities which may be sold in response to needs for liquidity
or changes in interest rates, are classified as securities
available for sale and are carried at fair value, with the net
unrealized holding gain or loss, after-tax, reported as a
separate component of common stock and other equity, with no
effect on current results of operations. The net unrealized gain
of $13,625,000 and $205,000 (net of deferred tax liability of
$8,710,000 and $130,000) at December 31, 1997 and 1996,
respectively, are included in the Consolidated Balance Sheet as a
separate component of common stock and other equity under the
caption, "Unrealized gain on securities classified as available
for sale." The increase in the unrealized gain during 1997 was
due principally to decreases in longer-term market interest
rates, while the decrease in the unrealized gain during 1996 was
due principally to increases in such interest rates.
A summary of securities classified as available for sale at
December 31, 1997 is set forth below:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
(000 omitted) Cost Gains Losses Value
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Obligations of
states and
political
subdivisions $ 616,826 $ 19,796 $ 19 $ 636,603
Corporate debt
securities 21,913 7 1,865 20,055
Mortgage-backed and
other asset-backed
securities 393,140 3,301 254 396,187
Preferred stock 42,492 1,433 64 43,861
- ---------------------------------------------------------------------
Securities classified
as available
for sale $1,074,371 $ 24,537 $ 2,202 $1,096,706
=====================================================================
</TABLE>
A summary of securities classified as available for sale at
December 31, 1996 is set forth below:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
(000 omitted) Cost Gains Losses Value
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 9,717 $ -- $ 294 $ 9,423
Obligations of
states and
political
subdivisions 493,829 4,233 2,372 495,690
Corporate debt
securities 48,833 2 891 47,944
Mortgage-backed and
other asset-backed
securities 145,904 183 1,226 144,861
Preferred stock 50,359 937 237 51,059
- ---------------------------------------------------------------------
Securities classified
as available
for sale $ 748,642 $ 5,355 $ 5,020 $ 748,977
=====================================================================
</TABLE>
Scheduled maturities of securities classified as available for
sale at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
Amortized Fair
(000 omitted) Cost Value
- ---------------------------------------------------------------------
<S> <C> <C>
Due in:
1998 $ -- $ --
1999-2002 59,690 60,162
2003-2007 241,359 248,328
2008 and later 337,690 348,168
Mortgage-backed and other
asset-backed securities 393,140 396,187
Preferred stock 42,492 43,861
- ---------------------------------------------------------------------
$1,074,371 $1,096,706
=====================================================================
</TABLE>
Actual maturities may differ from scheduled maturities because
the borrowers have the right to call or prepay certain
obligations, sometimes without penalties. Maturities of
mortgage-backed and other asset-backed securities depend on the
repayment characteristics and experience of the underlying
obligations.
Gross gains of $7,986,000, $3,039,000 and $5,150,000 were
realized during 1997, 1996 and 1995, respectively. Gross losses
of $730,000, $1,130,000 and $11,000 were realized during 1997,
1996 and 1995, respectively. Gross gains and losses are based on
the specific identification method of determining cost.
Securities Classified as Held to Maturity. Securities classified
as held to maturity, which consist of securities that management
has the ability and intent to hold to maturity, are carried at
amortized cost, and are summarized as follows at December 31,
1997:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
(000 omitted) Cost Gains Losses Value
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 57,110 $ -- $ 563 $ 56,547
Obligations of
states and
political
subdivisions 307,652 11,293 48 318,897
Corporate debt
securities 55,707 397 55,310
Mortgage-backed and
other asset-backed
securities 125,273 985 86 126,172
Other securities 3,031 460 2,571
- ---------------------------------------------------------------------
Securities classified
as held to
maturity $ 548,773 $ 12,278 $ 1,554 $ 559,497
=====================================================================
</TABLE>
A summary of securities classified as held to maturity at
December 31, 1996, is set forth below:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
(000 omitted) Cost Gains Losses Value
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government
agencies $ 59,707 $ 3 $ 2,029 $ 57,681
Obligations of
states and
political
subdivisions 206,164 1,917 1,154 206,927
Corporate debt
securities 66,491 1,246 65,245
Mortgage-backed and
other asset-backed
securities 70,515 242 310 70,447
Other securities 3,044 66 2,978
- ---------------------------------------------------------------------
Securities classified
as held to
maturity $ 405,921 $ 2,162 $ 4,805 $ 403,278
=====================================================================
</TABLE>
Scheduled maturities of securities classified as held to maturity
at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
Amortized Fair
(000 omitted) Cost Value
- ---------------------------------------------------------------------
<S> <C> <C>
Due in:
1998 $ 30,015 $ 29,882
1999-2002 45,681 45,116
2003-2007 90,524 90,946
2008 and later 257,280 267,381
Mortgage-backed and other
asset-backed securities 125,273 126,172
- ---------------------------------------------------------------------
$ 548,773 $ 559,497
=====================================================================
</TABLE>
As mentioned above, actual maturities may differ from scheduled
maturities because the borrowers have the right to call or prepay
certain obligations, sometimes without penalties. Maturities of
mortgage-backed and other asset-backed securities depend on the
repayment characteristics and experience of the underlying
obligations.
There were no sales or transfers of securities classified as held
to maturity during 1997 or 1996.
H. Property and Equipment
Property and equipment at December 31 consisted of the following:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Land $ 35,779 $ 53,057
Buildings and leasehold improvements 257,134 300,149
Machinery and other equipment 567,463 505,276
- ---------------------------------------------------------------------
860,376 858,482
Less accumulated depreciation 390,324 385,443
- ---------------------------------------------------------------------
Property and equipment $ 470,052 $ 473,039
=====================================================================
</TABLE>
In May 1997, Viad sold its corporate headquarters building for
$73,000,000, before expenses of sale. As part of the transaction,
Viad is leasing back the portion of the building it currently
occupies for nearly 15 years. Accordingly, the excess of the net
sales price over the net book value of the building was deferred
and is being amortized over the remaining term of the lease.
I. Intangibles
Intangibles at December 31 consisted of the following:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 577,434 $ 585,468
Other intangibles 72,605 60,054
- ---------------------------------------------------------------------
650,039 645,522
Less accumulated amortization 119,005 104,896
- ---------------------------------------------------------------------
Intangibles $ 531,034 $ 540,626
=====================================================================
</TABLE>
J. Debt
Long-term debt at December 31 was as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Senior debt: (1)
Short-term borrowings: (2)
Promissory notes, 6.2% (1997) and 6.4%
(1996) weighted average interest rate
at December 31 $ 50,000 $ 84,000
Senior notes, 6.2% (1997) and 6.1% (1996)
weighted average interest rate at
December 31, due to 2009 299,647 314,583
Guarantee of ESOP debt, floating rate
indexed to LIBOR, 5.0% (1997) and
4.6% (1996) at December 31, due to 2009 24,000 26,000
Real estate mortgages and other
obligations, 5.4% (1997) and 6.0% (1996)
weighted average interest rate at
December 31, due to 2016 17,990 19,627
- ---------------------------------------------------------------------
391,637 444,210
Subordinated debt, 10.5% debentures,
due 2006 18,503 76,917
- ---------------------------------------------------------------------
Total debt 410,140 521,127
Less current portion 32,291 2,348
- ---------------------------------------------------------------------
Long-term debt $ 377,849 $ 518,779
=====================================================================
<FN>
(1) Rates shown are exclusive of the effects of commitment fees and other costs of
long-term revolving bank credit used to support short-term borrowings, and exclusive
of the effects of interest rate swap agreements related to certain short-term and
long-term borrowings.
(2) Short-term borrowings exclude $90,000,000 of commercial paper issued by Viad to
its payment services subsidiary.
</TABLE>
In late March 1997, Viad repurchased $58,414,000 par value of its
10.5% subordinated debentures at a premium, resulting in an
extraordinary charge of $8,458,000, net of tax benefit of
$4,554,000.
Interest paid in 1997, 1996 and 1995 was approximately
$40,211,000, $61,402,000 and $67,082,000, respectively, including
amounts charged to discontinued operations in 1996 and 1995.
In July 1994, a Shelf Registration filed with the Securities and
Exchange Commission became effective. Under the Shelf
Registration, Viad can issue up to an aggregate $500,000,000 of
debt and equity securities. No securities have been issued under
the program. The Shelf Registration enhances Viad's future
financing options.
As discussed further in Note P of Notes to Consolidated Financial
Statements, Viad has entered into (a) interest rate swap
agreements which convert floating interest rates on existing and
anticipated replacement short-term borrowings into fixed interest
rates ("variable to fixed swaps") and (b) interest rate swap
agreements which convert fixed interest rates on a portion of the
Senior notes and other debt into floating interest rates ("fixed
to variable swaps"). The net effect of such interest rate swap
agreements was to increase interest expense by $5,041,000,
$3,404,000 and $4,671,000 for 1997, 1996 and 1995, respectively.
The weighted average interest rate on total debt, inclusive of
the effect of interest rate swap agreements and excluding
interest expense not arising from such debt, was 7.5%, 7.8% and
7.2% for 1997, 1996 and 1995, respectively.
Viad satisfies its short-term borrowing requirements with bank
lines of credit and the issuance of commercial paper and
promissory notes. At December 31, 1997, outstanding promissory
notes and the commercial paper issued to Viad's payment services
subsidiary are supported by unused commitments under a
$300,000,000 long-term revolving bank credit agreement, which
expires on August 15, 2002. Annually, at Viad's request and with
the participating banks' consent, the term of the agreement may
be extended for a further one-year period. The interest rate
applicable to borrowings under the $300,000,000 credit commitment
is, at Viad's option, indexed to the bank prime rate or the
London Interbank Offering Rate ("LIBOR"), plus appropriate
spreads over such indices during the period of the credit
agreement. The agreement also provides for commitment fees. Such
spreads and fees will change moderately should Viad's debt
ratings change. Viad, in the event that it becomes advisable,
intends to exercise its right under the agreement to borrow for
the purpose of refinancing short-term borrowings; accordingly,
short-term borrowings totaling $50,000,000 and $84,000,000 at
December 31, 1997 and 1996, respectively, have been classified as
long-term debt.
Annual maturities of long-term debt due in the next five years
will approximate $32,291,000 (1998), $2,222,000 (1999),
$32,231,000 (2000), $67,990,000 (2001), $92,210,000 (2002) and
$183,196,000 thereafter. Included in the year 2002 is $50,000,000
which represents the maturity of short-term borrowings assuming
they had been refinanced utilizing the revolving credit facility
through August 15, 2002.
Viad's long-term debt agreements include various restrictive
covenants and require the maintenance of certain defined
financial ratios with which Viad is in compliance.
K. Preferred Stock and Common Stock and Other Equity
At December 31, 1997, there were 99,739,925 shares of common
stock issued and 99,222,999 shares outstanding. At December 31,
1997, a total of 5,072,785 of the outstanding shares were held by
Viad's Employee Equity Trust.
Viad has 442,352 shares of $4.75 Preferred Stock authorized, of
which 364,352 shares are issued. The holders of the $4.75
Preferred Stock are entitled to a liquidation preference of $100
per share and to annual cumulative sinking fund redemptions of
6,000 shares. Viad presently holds 129,373 shares which will be
applied to this sinking fund requirement; the 234,979 shares held
by others are scheduled to be redeemed in the years 2019 to 2058.
In addition, Viad has authorized 5,000,000 and 2,000,000 shares
of Preferred Stock and Junior Participating Preferred Stock,
respectively.
Viad has one Preferred Stock Purchase Right ("Right") outstanding
on each outstanding share of its common stock. The Rights contain
provisions to protect stockholders in the event of an unsolicited
attempt to acquire Viad which is not believed by the Board of
Directors to be in the best interest of stockholders. The Rights
are represented by the common share certificates and are not
exercisable or transferable apart from the common stock until
such a situation arises. The Rights may be redeemed by Viad at
$0.025 per Right prior to the time any person or group has
acquired 20% or more of Viad's shares. Viad has reserved
1,000,000 shares of Junior Participating Preferred Stock for
issuance in connection with the Rights.
Viad funds a portion of its matching contributions to employees'
401(k) plans through a leveraged ESOP. 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 ESOP,
may participate in the ESOP.
The ESOP borrowed $40,000,000 to purchase treasury shares in
1989. The ESOP's obligation to repay this borrowing is guaranteed
by Viad; therefore, the unpaid balance of the borrowing
($24,000,000 and $26,000,000 at December 31, 1997 and 1996,
respectively) has been reflected in the accompanying balance
sheet as long-term debt and the amount representing unearned
employee benefits ($24,000,000 and $25,906,000 at December 31,
1997 and 1996, respectively) has been recorded as a deduction
from common stock and other equity. The liability is reduced as
the ESOP repays the borrowing, and the amount in common stock and
other equity is reduced as the employee benefits are charged to
expense. The ESOP intends to repay the loan (plus interest) using
Viad contributions and dividends received on the shares of common
stock held by the ESOP. Information regarding ESOP transactions
for the years ended December 31 was as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Amounts paid by ESOP for:
Debt repayment $ 2,000 $ 2,000 $ 2,000
Interest 1,187 1,200 1,376
Amounts received from Viad as:
Dividends 856 999 1,185
Contributions 2,226 2,064 2,178
</TABLE>
Shares are released for allocation to participants based upon the
ratio of the year's principal and interest payments to the sum of
the total principal and interest payments expected over the
remaining life of the plan. Expense of the ESOP is recognized
based upon the greater of cumulative cash payments to the plan or
80% of the cumulative expense that would have been recognized
under the shares allocated method, in accordance with Emerging
Issues Task Force Abstract No. 89-8, "Expense Recognition for
Employee Stock Ownership Plans." Under this method, Viad has
recorded expense of $2,123,000, $2,138,000 and $1,817,000 in
1997, 1996 and 1995, respectively.
In conjunction with the August 15, 1996, spin-off of Viad's
consumer products business, the ESOP received one share of common
stock of The Dial Corporation for every share of Viad common
stock then held by the ESOP. The ESOP sold The Dial Corporation
shares on the open market and used the proceeds to purchase
shares of Viad common stock.
Unallocated shares held by the ESOP at December 31 were:
<TABLE>
<CAPTION>
The Dial
Viad Corp Corporation
- ---------------------------------------------------------------------
<S> <C> <C>
Unallocated shares at December 31, 1995 1,807,466 --
Shares allocated (233,933)
Shares received upon spin-off of the
consumer products business 1,735,166
Shares sold in the open market (671,800)
Shares purchased in the open market 631,500
- ---------------------------------------------------------------------
Unallocated shares at December 31, 1996 2,205,033 1,063,366
Shares allocated (297,009)
Shares sold in the open market (1,063,366)
Shares purchased in the open market 958,695
- ---------------------------------------------------------------------
Unallocated shares at December 31, 1997 2,866,719 --
=====================================================================
</TABLE>
In September 1992, Viad sold 10,491,800 shares of treasury stock
to Viad's Employee Equity Trust (the "Trust") for a $200,000,000
promissory note. At December 31, 1997, the balance of the
promissory note due to Viad was $48,875,000. The Trust is used to
fund certain existing employee compensation and benefit plans
over the scheduled 15-year term. Through December 31, 1997, the
Trust had issued 5,419,015 shares to fund such benefits. For
financial reporting purposes, the Trust is consolidated with Viad
and the promissory note is eliminated in consolidation. The fair
market value of the 5,072,785 remaining shares held by the Trust,
representing employee benefits, is shown as a deduction from
common stock and other equity and is reduced as employee benefits
are funded. All dividends and interest transactions between the
Trust and Viad are eliminated in consolidation. Differences
between cost and fair value of shares held and/or released are
included in additional capital. Unearned employee benefits at
December 31, 1997 and 1996 were $97,968,000 and $92,860,000,
respectively.
At December 31, 1997, retained income of $122,647,000 was
unrestricted as to payment of dividends by Viad.
L. Stock-Based Compensation
On May 13, 1997, stockholders adopted the 1997 Viad Corp Omnibus
Incentive Plan ("Omnibus Plan"), previously approved by the Board
of Directors, which replaced the 1992 Stock Incentive Plan. The
Omnibus Plan provides for the following types of awards to
officers, directors and certain key employees: (a) stock options
(both incentive stock options and nonqualified stock options);
(b) stock appreciation rights ("SARs"); (c) restricted stock; and
(d) performance-based awards. The number of shares available for
grant under the Omnibus Plan in each calendar year is equal to 2%
of the total number of shares of common stock outstanding as of
the first day of each year. Any shares available for grant in a
particular calendar year which are not, in fact, granted in such
year shall be added to the shares available for grant in any
subsequent calendar year. In addition, no more than 7,500,000
shares of common stock will be cumulatively available for grant
of incentive stock options over the life of the Omnibus Plan.
Stock options are granted for terms of ten years. Stock options
are exercisable based on the market value at the date of grant,
with 50% exercisable after one year and the balance exercisable
after two years from the date of grant.
SARs and Limited SARs ("LSARs") were granted, with terms of ten
years, under the 1983 Stock Option and Incentive Plan. SARs are
exercisable under the same terms as stock options, while LSARs
vested fully at date of grant and are exercisable only for a
limited period (in the event of certain tenders or exchange
offers for Viad's common stock). SARs and/or LSARs are issued in
tandem with certain stock options and the exercise of one
reduces, to the extent exercised, the number of shares
represented by the other(s). SAR exercises totaled 2,812 and
131,520 shares in 1997 and 1996, respectively. There were no SARs
exercised in 1995.
In conjunction with the spin-off of Viad's consumer products
business on August 15, 1996, the number of shares and the
exercise price of each option, related LSAR and SAR held by
employees of Viad who remained employees of Viad after the
spin-off were modified so that the aggregate exercise price and
the aggregate spread before the spin-off were preserved at the
time of the spin-off. Options and related LSARs and SARs held by
employees of Viad who became employees of The Dial Corporation
were surrendered in accordance with the related agreements.
Performance-based stock awards (120,900, 141,700 and 149,500
shares awarded in 1997, 1996 and 1995, respectively, at an
estimated fair value per share of $18.34, $13.88 and $24.56,
respectively) vest, based on total shareholder return relative to
the applicable stock index and the proxy comparator groups
existing at the time of each award, at the end of a three-year
period from the date of grant. The performance periods for the
1994 and 1993 performance-based stock awards ended during 1997
and 1996, respectively. Shares that vested at the end of the 1994
and 1993 performance periods totaled 109,787 and 39,596,
respectively. Holders of the performance-based and restricted
stock have the right to receive dividends and vote the shares but
may not sell, assign, transfer, pledge or otherwise encumber the
stock. In conjunction with the spin-off of Viad's consumer
products business, a holder of unvested performance-based stock
was credited with the number of shares of The Dial Corporation
common stock equal to the number of shares of Viad common stock
awarded. The 1995 performance-based stock awards (including
shares of The Dial Corporation common stock received in the
Distribution) will vest based on the combined performance of Viad
and The Dial Corporation shares.
Information with respect to stock options granted and exercised
for the years ended December 31, at historical number of shares
and option exercise prices, is as follows:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price (1)
- ---------------------------------------------------------------------
<S> <C> <C>
Options outstanding at December 31, 1994 8,171,688 $ 17.18
Granted 1,378,000 24.57
Exercised (1,068,428) 15.29
Canceled (205,336) 21.35
- --------------------------------------------------------
Options outstanding at
December 31, 1995 (2) 8,275,924 18.55
Before spin-off of the consumer
products business:
Granted 50,000 28.75
Exercised (1,488,373) 15.44
Canceled (159,070) 15.20
Modification due to the Distribution,
net (3) 1,968,392 N/A
After spin-off of the consumer
products business:
Granted 1,691,100 13.88
Exercised (236,229) 9.26
Canceled (78,837) 12.80
- --------------------------------------------------------
Options outstanding at
December 31, 1996 (2) 10,022,907 10.82
Granted 1,143,100 18.33
Conversion of Game options (4) 235,228 7.95
Exercised (1,391,630) 9.73
Canceled (202,578) 13.91
- --------------------------------------------------------
Options outstanding at
December 31, 1997 (2) 9,807,027 11.72
========================================================
<FN>
(1) Weighted average exercise prices for 1994, 1995 and 1996 up to
date of modification are based on original grant pricing (before
modification due to the Distribution).
(2) Options exercisable totaled 8,052,840 shares, 7,580,872 shares and
6,274,649 shares at December 31, 1997, 1996 and 1995, respectively.
(3) Net of options surrendered by employees of Viad who became
employees of The Dial Corporation after the Distribution.
(4) Existing Game Financial Corporation ("Game") options were
converted into options to purchase Viad shares upon the acquisition of
Game (see Note B of Notes to Consolidated Financial Statements). The
original number of Game stock options and the original Game exercise
price were adjusted to reflect the acquisition exchange ratio.
</TABLE>
The following tables summarize information concerning stock
options outstanding and exercisable at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding
Weighted Weighted
Remaining Average
Range of Contractual Exercise
Exercise Prices Shares Life Price
- ---------------------------------------------------------------------
<S> <C> <C> <C>
$3.93 to $9.33 1,931,973 2.4 years $ 6.79
$9.80 to $12.22 3,879,605 5.6 years 10.94
$13.05 to $18.34 3,995,449 8.5 years 14.85
----------
$3.93 to $18.34 9,807,027 6.1 years 11.72
==========
Options Exercisable
Weighted
Average
Range of Exercise
Exercise Prices Shares Price
- ---------------------------------------------------------------------
<S> <C> <C>
$3.93 to $9.33 1,931,973 $ 6.79
$9.80 to $12.22 3,879,605 10.94
$13.05 to $18.34 2,241,262 13.39
----------
$3.93 to $18.34 8,052,840 10.62
==========
</TABLE>
Viad applies APB No. 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for its
stock-based compensation plans. Accordingly, no compensation
expense has been recognized for its stock-based compensation
plans other than for performance-based and restricted stock
awards and SAR exercises, which totaled $3,858,000, $4,444,000
and $3,736,000 in 1997, 1996 and 1995, respectively.
In October 1995, FASB issued SFASNo. 123, "Accounting for
Stock-Based Compensation." Had Viad elected to recognize
compensation cost for stock options and performance-based stock
awards in accordance with the fair value method of accounting
defined in SFAS No. 123, income from continuing operations and
diluted income per share from continuing operations would be as
presented in the table below. The effects of applying SFASNo. 123
in this disclosure are not indicative of future amounts.
<TABLE>
<CAPTION>
(000 omitted, except per share data) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing
operations, as reported $ 97,794 $ 69,071 $ 70,781
Additional compensation: (1)
Stock option grants and
performance-based stock awards (3,279) (2,876) (527)
Modification of existing stock
option grants (2) (5,716)
- ---------------------------------------------------------------------
Pro forma income from
continuing operations $ 94,515 $ 60,479 $ 70,254
=====================================================================
Pro forma diluted income per
share from continuing
operations $ 1.00 $ 0.65 $ 0.78
=====================================================================
<FN>
(1) Compensation cost calculated under SFAS No. 123 is expensed
ratably over the vesting period. Compensation cost is net of estimated
forfeitures and the tax benefit on nonqualified stock options.
(2) In connection with the spin-off of the consumer products business
on August 15, 1996, the number of shares and the exercise price of
each option held by employees of Viad who remained employees of Viad
after the spin-off were modified so that the aggregate exercise price
and the aggregate spread before the spin-off were preserved at the
time of the spin-off. SFAS No. 123 requires such options modified as a
result of a spin-off to be treated as new grants.
</TABLE>
For purposes of applying SFAS No. 123, the estimated fair value
of stock options granted during 1997, 1996 and 1995 was $5.04,
$3.47 and $5.90 per share, respectively. The fair value of each
stock option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following
assumptions:
<TABLE>
<CAPTION>
1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Expected dividend yield 1.7% 2.3% 2.6%
Expected volatility 23.6% 22.0% 22.0%
Risk-free interest rate 6.13% 6.38% 6.35%
Expected life 5 years 5 years 5 years
</TABLE>
M. Income Taxes
Deferred income tax assets (liabilities) included in the
Consolidated Balance Sheet at December 31 related to the
following:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Property and equipment $ (28,721) $ (20,203)
Deferred income 10,568
Pension, compensation and other
employee benefits 38,287 33,675
Provisions for losses 35,509 35,622
Unrealized gain on securities
classified as available for sale (8,710) (130)
Deferred state income taxes 7,091 4,994
Capital loss carry forward 20,170
Other deferred income tax assets 42,989 39,932
Other deferred income tax liabilities (23,890) (25,543)
- ---------------------------------------------------------------------
93,293 68,347
Foreign deferred tax liabilities
included above 10,810 12,124
- ---------------------------------------------------------------------
United States deferred tax assets $ 104,103 $ 80,471
=====================================================================
</TABLE>
The provision for income taxes on income from continuing
operations for the years ended December 31 consisted of the
following:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Current:
United States:
Federal $ 25,233 $ 19,827 $ 13,363
State 6,094 6,528 1,633
Foreign 8,980 6,858 5,535
- ---------------------------------------------------------------------
40,307 33,213 20,531
Deferred 846 8,685 9,133
- ---------------------------------------------------------------------
Income taxes $ 41,153 $ 41,898 $ 29,664
=====================================================================
</TABLE>
Certain tax benefits related primarily to stock option exercises
and dividends paid to the ESOP are credited to common stock and
other equity and amounted to $2,491,000, $3,401,000 and
$2,536,000 in 1997, 1996 and 1995, respectively.
Eligible subsidiaries (including The Dial Corporation up to the
spin-off date) are included in the consolidated federal and other
applicable income tax returns of Viad. Certain benefits of tax
losses and credits, which would not have been currently available
to certain subsidiaries or The Dial Corporation on a separate
return basis, have been credited to those subsidiaries or The
Dial Corporation by Viad. These benefits are included in the
determination of the income taxes of those subsidiaries and The
Dial Corporation and this policy has been documented by written
agreements where appropriate.
Income taxes paid in 1997, 1996 and 1995, including amounts paid
on behalf of The Dial Corporation for the periods up to the
spin-off date as part of consolidated federal and other
applicable tax returns of Viad, amounted to $21,689,000,
$19,792,000 and $21,502,000, respectively.
A reconciliation of the provision for income taxes on income from
continuing operations and the amount that would be computed using
statutory federal income tax rates for the years ended December
31 was as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Computed income taxes at
statutory federal income tax
rate of 35% $ 48,631 $ 38,839 $ 35,156
Nondeductible goodwill
amortization 4,093 3,937 2,988
Minority interests 433 613 920
State income taxes 4,341 5,636 1,685
Tax-exempt income (18,671) (13,968) (10,400)
Spin-off costs and management
transition expenses 6,300
Other, net 2,326 541 (685)
- ---------------------------------------------------------------------
Income taxes $ 41,153 $ 41,898 $ 29,664
=====================================================================
</TABLE>
United States and foreign income before income taxes from
continuing operations for the years ended December 31 was as
follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
United States $ 118,159 $ 88,819 $ 82,271
Foreign, principally Canada
and United Kingdom 20,788 22,150 18,174
- ---------------------------------------------------------------------
Income before income taxes $ 138,947 $ 110,969 $ 100,445
=====================================================================
</TABLE>
N. Pension and Other Benefits
Pension Benefits. Continuing operations net pension cost for the
years ended December 31 included the following components:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned
during the period $ 6,456 $ 6,341 $ 5,614
Interest cost on projected
benefit obligation 13,581 12,757 11,191
Actual return on plan assets (33,727) (15,045) (23,200)
Net amortization and deferral 20,445 2,345 10,695
Other items, primarily defined
contribution and
multiemployer plans 12,969 12,986 13,624
- ---------------------------------------------------------------------
Net pension cost $ 19,724 $ 19,384 $ 17,924
=====================================================================
</TABLE>
Weighted average assumptions used were:
<TABLE>
<CAPTION>
1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate for obligation 7.5% 8.0% 8.0%
Rate of increase in
compensation levels 4.5% 5.0% 5.0%
Long-term rate of return
on assets 9.5% 9.5% 9.5%
</TABLE>
The following table indicates the plans' funded status and amounts
recognized in Viad's Consolidated Balance Sheet at December 31:
<TABLE>
<CAPTION>
Overfunded Plans
(Assets Exceed
Accumulated Benefits) Unfunded Plans
- ---------------------------------------------------------------------------------
(000 omitted) 1997 1996 1997 1996
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Actuarial present value
of benefit obligations:
Vested benefit
obligation $ 137,237 $ 123,265 $ 23,070 $ 19,330
=================================================================================
Accumulated benefit
obligation $ 145,858 $ 130,015 $ 23,623 $ 19,889
=================================================================================
Projected benefit
obligation $ 162,897 $ 148,997 $ 29,416 $ 24,818
Market value of plan
assets, primarily
equity and fixed
income securities 181,973 152,907
- ---------------------------------------------------------------------------------
Plan assets over
(under) projected
benefit obligation 19,076 3,910 (29,416) (24,818)
Unrecognized transition
(asset) obligation (3,042) (3,940) 835 1,143
Unrecognized prior
service cost 658 381 6,569 5,931
Unrecognized net
(gain) loss (8,786) 5,863 5,311 3,947
Additional minimum
liability (7,524) (6,600)
- ---------------------------------------------------------------------------------
Prepaid (accrued)
pension cost $ 7,906 $ 6,214 $ (24,225) $ (20,397)
=================================================================================
</TABLE>
Postretirement Benefits Other Than Pensions. Viad and certain of
its subsidiaries have unfunded defined benefit postretirement
plans that provide medical and life insurance for eligible
employees, retirees and dependents. In addition, Viad retained
the obligations for such benefits for certain retirees of sold
businesses.
The status of the plans as of December 31 was as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 29,830 $ 27,304
Fully eligible active plan participants 5,812 5,096
Other active plan participants 9,942 8,759
- ---------------------------------------------------------------------
Accumulated postretirement benefit obligation 45,584 41,159
Unrecognized prior service reduction 1,115 1,201
Unrecognized net gain 4,175 7,424
- ---------------------------------------------------------------------
Accrued postretirement benefit cost $ 50,874 $ 49,784
=====================================================================
Discount rate for obligation 7.5% 8.0%
</TABLE>
The assumed health care cost trend rate used in measuring the
1997 and 1996 accumulated postretirement benefit obligation was
10% and 11%, respectively, gradually declining to 5% by the year
2002 and remaining at that level thereafter for retirees below
age 65, and 7.5% and 8%, respectively, gradually declining to 5%
by the year 2002 and remaining at that level thereafter for
retirees above age 65.
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, 1997 by
approximately 11% and the ongoing annual expense by approximately
14%.
The net postretirement benefit cost for the years ended December
31 includes the following components:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned
during the period $ 967 $ 794 $ 1,061
Interest cost on accumulated
postretirement benefit
obligation 3,165 2,936 3,415
Net amortization and deferral (315) (538) (154)
- ---------------------------------------------------------------------
Net postretirement
benefit cost $ 3,817 $ 3,192 $ 4,322
=====================================================================
Curtailment gains due to
termination of certain
benefits $ -- $ -- $ 3,477
=====================================================================
</TABLE>
O. Leases
Certain plants, offices, equipment and facilities for foodservice
and duty-free operations are leased. The leases expire over
periods generally ranging from one to 14 years and some provide
for renewal options ranging from one to 35 years. Leases which
expire are generally renewed or replaced by similar leases.
At December 31, 1997, Viad's future minimum rental payments and
related sublease rentals receivable with respect to noncancelable
operating leases with terms in excess of one year were as
follows:
<TABLE>
<CAPTION>
Rentals
Receivable
Rental Under
(000 omitted) Payments Subleases
- ---------------------------------------------------------------------
<S> <C> <C>
1998 $ 50,108 $ 2,368
1999 42,667 1,818
2000 32,240 1,170
2001 27,828 641
2002 25,298 298
Thereafter 189,280 856
- ---------------------------------------------------------------------
Total $ 367,421 $ 7,151
=====================================================================
</TABLE>
Information regarding net operating lease rentals for the years
ended December 31 was as follows:
<TABLE>
<CAPTION>
(000 omitted) 1997 1996 1995
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Minimum rentals $ 58,446 $ 60,522 $ 57,131
Contingent rentals (1) 562 887 2,898
Sublease rentals (2,116) (2,025) (2,947)
- ---------------------------------------------------------------------
Total rentals, net $ 56,892 $ 59,384 $ 57,082
=====================================================================
<FN>
(1) Contingent rentals on operating leases, which are based primarily on sales and
revenues for buildings and leasehold improvements and on usage for other equipment,
exclude contingent fees under concession agreements.
</TABLE>
Net operating lease rentals and future minimum rental payments do
not include a minimum annual guarantee of $9,600,000, subject to
adjustment under certain circumstances, from 1996 through 2000
under an airport duty-free concession agreement.
P. Financial Instruments With Off-Balance-Sheet Risk and Fair
Value of Financial Instruments
Financial Instruments with Off-Balance-Sheet Risk. Viad is a
party to financial instruments with off-balance-sheet risk which
are entered into in the normal course of business to meet its
financing needs and to manage its exposure to fluctuations in
interest rates. These financial instruments include a revolving
sale of trade accounts receivables agreement and interest rate
swap agreements. The instruments involve, to a varying degree,
elements of credit, market and interest rate risk in addition to
amounts recognized in the financial statements. Viad does not
hold or issue financial instruments for trading purposes.
At December 31, 1997, Viad had an agreement to sell, on a
revolving basis, undivided participating interests in a defined
pool of trade accounts receivable from customers of Viad's
airline catering and services and convention services
subsidiaries in an amount not to exceed $75,000,000 as a means of
accelerating cash flow. The agreement expires in August 1998 but
is expected to be extended annually. Under the terms of the trade
receivables sales agreement, Viad has retained substantially the
same risk of credit loss as if the receivables had not been sold,
as Viad is obligated to replace uncollectible receivables with
new trade accounts receivable. The accounts receivable sold
totaled $75,000,000 at December 31, 1997 and 1996. The average
balance of proceeds from the sale of trade accounts receivable
approximated $75,000,000, $51,500,000 and $31,600,000 during
1997, 1996 and 1995, respectively.
Viad enters into interest rate swap agreements as a means of
managing its interest rate exposure. The agreements are contracts
to exchange fixed and floating interest rate payments
periodically over the life of the agreements without the exchange
of the underlying notional amounts. The notional amounts of such
agreements are used to measure amounts to be paid or received and
do not represent the amount of exposure to credit loss. The
amounts to be paid or received under the interest rate swap
agreements are accrued consistently with the terms of the
agreements and market interest rates. Viad maintains formal
procedures for entering into interest rate swap transactions, and
management regularly monitors and reports to the Audit Committee
of the Board of Directors on interest rate swap activity. The
agreements are with major financial institutions which are
currently expected to fully perform under the terms of the
agreements, thereby mitigating the credit risk from the
transactions in the event of nonperformance by the
counterparties. In addition, Viad continuously monitors the
credit ratings of the counterparties, and the likelihood of
default is considered remote.
In addition to the types of interest rate swap agreements used as
hedges of obligations as described in Note J of Notes to
Consolidated Financial Statements, Viad's payment services
subsidiary has entered into swap agreements to mitigate the
effects of fluctuations in commissions paid to selling agents of
its official check program.
The following table indicates the types of swap agreements and
their weighted average pay/receive rates in effect at December
31. The variable-rate portion of the swaps is generally based on
LIBOR or treasury bill rates. Changes in these rates could
significantly affect the floating-rate information and future
cash flows.
<TABLE>
<CAPTION>
1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
Variable to fixed swaps: (1)
Notional amount (000 omitted) $ 957,600 $ 557,600
Average pay rate (2) 6.3% 6.7%
Average receive rate 5.7% 5.6%
Fixed to variable swaps: (1)
Notional amount (000 omitted) $ 230,000 $ 245,000
Average pay rate 5.9% 5.7%
Average receive rate 5.8% 5.7%
Variable to variable swap: (1)
Notional amount (000 omitted) $ 75,000 $ 75,000
Average pay rate 5.2% 5.2%
Average receive rate 5.4% 5.8%
<FN>
(1) The variable to fixed swap agreements expire as follows:
$240,000,000 (1998), $150,000,000 (1999), $267,600,000 (2000),
$250,000,000 (2002) and $50,000,000 (2007). The fixed to variable swap
agreements expire as follows: $30,000,000 (2002) and $200,000,000
(2003). The variable to variable swap agreement expires in 1998.
(2) The average pay rate has been adjusted to reflect the amortization
of cash consideration received at inception of certain of the swap
agreements in exchange for Viad's payment of an "off-market" fixed
rate.
</TABLE>
Fair Value of Financial Instruments. The following disclosure of
the estimated fair value of financial instruments is made in
accordance with the requirements of SFAS No. 107, "Disclosures
About Fair Value of Financial Instruments." The estimated fair
value amounts have been determined by Viad using available market
information and the valuation methodologies described below.
However, considerable judgment is required in interpreting market
data to develop the estimates of fair value. Accordingly, the
estimates presented herein may not be indicative of the amounts
that Viad could realize in a current market exchange. The use of
different market assumptions or valuation methodologies may have
a material effect on the estimated fair value amounts.
The carrying values of cash and cash equivalents, receivables,
accounts payable and payment service obligations approximate fair
values due to the short-term maturities of these instruments. The
amortized cost and fair value of investments in debt and equity
securities are disclosed in Note G of Notes to Consolidated
Financial Statements. The carrying amounts and estimated fair
values of Viad's other financial instruments at December 31 are
as follows:
<TABLE>
<CAPTION>
1997 1996
- ---------------------------------------------------------------------
Carrying Fair Carrying Fair
(000 omitted) Amount Value Amount Value
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total debt $ (410,140) $ (414,173) $ (521,127) $ (528,306)
Interest rate
swaps (1) (4,357) (20,753) (5,546) (24,169)
<FN>
(1) Carrying amount represents accrued interest and unamortized cash
proceeds.
</TABLE>
The methods and assumptions used to estimate the fair values of
the financial instruments are summarized as follows:
Debt--The fair value of debt was estimated by discounting the
future cash flows using rates currently available for debt of
similar terms and maturity. The carrying values of the promissory
notes were assumed to approximate fair values due to their
short-term maturities.
Interest rate swaps--The fair value represents the estimated
amount that Viad would pay to the dealer to terminate the swap
agreement at December 31.
Q. Litigation, Claims and Other Contingencies
Several shareholder derivative complaints were filed in the
Delaware Court of Chancery in late December 1995 and early
January 1996 against members of Viad's Board of Directors, and
against Viad as a nominal defendant. The complaints variously
allege fraud, negligence, mismanagement, corporate waste,
breaches of fiduciary duty, and seek equitable relief and
recovery from or on behalf of Viad for compensatory and other
damages incurred by Viad as a result of alleged payment of
excessive compensation, improper investments or other improper
activities. Viad and its counsel believe the claims are without
merit. In addition, Viad and certain subsidiaries are plaintiffs
or defendants to various other actions, proceedings and pending
claims, including pending or potential claims by or on behalf of
approximately 6,500 former railroad workers claiming
asbestos-related health conditions from exposure to railroad
equipment made by former subsidiaries. Certain of these pending
legal actions are or purport to be class actions. Some of the
foregoing 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
referred to above could be decided against Viad. Although the
amount of liability at December 31, 1997, with respect to these
matters is not ascertainable, Viad believes that any resulting
liability will not have a material effect on Viad's financial
position or results of operations.
Viad is subject to various environmental laws and regulations of
the United States as well as of the states and other countries in
whose jurisdictions Viad has or had operations and is subject to
certain international agreements. As is the case with many
companies, Viad faces exposure to actual or potential claims and
lawsuits involving environmental matters. Although Viad is a
party to certain environmental disputes, Viad believes that any
liabilities resulting therefrom, after taking into consideration
amounts already provided for, exclusive of any potential
insurance recoveries, will not have a material effect on Viad's
financial position or results of operations.
In connection with the sale of its British travel tour companies
in October 1997, Viad has agreed to continue providing, on behalf
of the sold companies, certain net asset guarantees and letters
of credit/bonds aggregating approximately $57,000,000, required
by certain U.K. transportation authorities as a condition of
operating businesses which receive travelers' deposits for future
trips. The outstanding commitments, which act to insure
performance of service related to customer deposits held from
time to time by the sold companies, are scheduled to be replaced
or expire no later than September 1999, with financial incentives
for earlier termination. Viad believes it will not be required to
make any payments under these commitments and that, if required
to make any payments, the ultimate unrecoverable amounts, if any,
will not have a material effect on Viad's financial position or
results of operations.
R. Principal Business Segments
Description of Business. Viad operates in three principal
business segments. Viad's Airline Catering and Services segment
engages in airline catering operations, providing in-flight meals
to domestic and international airlines as well as providing
airplane fueling and ground handling services. The Convention
Services segment provides decorating, exhibit preparation,
installation, electrical, transportation and management services
for conventions and tradeshows and is a designer and builder of
convention and other exhibits and displays. Viad's Travel and
Leisure and Payment Services segment offers money orders
throughout the nation, performs official check and negotiable
instrument clearing services for banks and credit unions and
provides certain other financial services, including cash access
services to gaming establishments; operates duty-free shipboard
and airport concessions and contract foodservice facilities; and
engages in certain recreation and tour services, including
related hotel/lodge operations.
<TABLE>
<CAPTION>
Year ended December 31,
(000 omitted) 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues:
Airline Catering and Services $ 924,373 $ 857,953 $ 800,338 $ 763,658 $ 502,775
Convention Services 827,500 774,040 588,978 522,683 356,267
Travel and Leisure and
Payment Services (1) 665,597 631,235 587,429 520,256 478,898
- ----------------------------------------------------------------------------------------------
$2,417,470 $2,263,228 $1,976,745 $1,806,597 $1,337,940
==============================================================================================
Operating Income: (2)
Airline Catering and Services $ 79,649 $ 74,254 $ 68,712 $ 62,533 $ 41,989
Convention Services (3) 74,311 64,508 54,593 50,614 27,849
Travel and Leisure and
Payment Services (1) 68,653 65,620 66,020 60,674 60,248
- ----------------------------------------------------------------------------------------------
Total principal business
segments 222,613 204,382 189,325 173,821 130,086
Corporate activities and
nonoperating items, net (29,294) (33,102) (31,197) (32,594) (29,710)
Sale of trade accounts
receivable expense (4,483) (3,029) (2,157) (1,000) (604)
- ----------------------------------------------------------------------------------------------
$ 188,836 $ 168,251 $ 155,971 $ 140,227 $ 99,772
==============================================================================================
<FN>
(1) Viad's payment services subsidiary is investing increasing amounts in tax-exempt securities. On a fully
taxable equivalent basis, revenues and operating income would be higher by $28,724,000, $21,489,000, $16,000,000,
$7,897,000 and $3,967,000 for 1997, 1996, 1995, 1994 and 1993, respectively.
(2) Operating income by segment represents Revenues less Costs of sales and services. Corporate activities and
nonoperating items, net, and sale of trade accounts receivable expense are then deducted from total operating
income of principal business segments to arrive at total operating income.
(3) Includes a nonrecurring gain of $3,477,000 due to the curtailment of certain postretirement medical benefits
in 1995.
</TABLE>
Major Customers. Major customers are defined as those which individually
accounted for more than 10% of Viad's revenues. Sales to one major
customer in the Airline Catering and Services segment accounted for 12%,
13% and 14% of Viad's consolidated revenues in 1997, 1996 and 1995,
respectively.
<TABLE>
<CAPTION>
Principal Business Segments
------------------------------------------------
Airline Travel and
Catering Leisure and
and Convention Payment
(000 omitted) Services Services Services Subtotal Corporate Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1997:
Assets at year end:
Before intangibles
and restricted
assets $ 271,581 $ 228,209 $ 239,803 $ 739,593 $ 214,081 $ 953,674
Assets restricted
for payment
service
obligations 2,245,605 2,245,605 2,245,605
Intangibles 272,401 196,580 57,971 526,952 4,082 531,034
- ----------------------------------------------------------------------------------------------
$ 543,982 $ 424,789 $2,543,379 $3,512,150 $ 218,163 $3,730,313
==============================================================================================
Capital
expenditures $ 40,824 $ 26,561 $ 39,713 $ 107,098 $ 875 $ 107,973
==============================================================================================
Depreciation and
amortization:
Depreciation $ 20,950 $ 15,058 $ 19,664 $ 55,672 $ 5,519 $ 61,191
Amortization of
intangibles 8,829 5,134 3,347 17,310 17,310
- ----------------------------------------------------------------------------------------------
$ 29,779 $ 20,192 $ 23,011 $ 72,982 $ 5,519 $ 78,501
==============================================================================================
1996:
Assets at year end:
Before intangibles,
restricted assets
and investment
in discontinued
operations $ 237,957 $ 215,241 $ 269,105 $ 722,303 $ 243,506 $ 965,809
Assets restricted
for payment
service
obligations 1,848,919 1,848,919 1,848,919
Investment in
discontinued
operations 97,958 97,958
Intangibles 275,387 197,613 64,099 537,099 3,527 540,626
- ----------------------------------------------------------------------------------------------
$ 513,344 $ 412,854 $2,182,123 $3,108,321 $ 344,991 $3,453,312
==============================================================================================
Capital
expenditures $ 26,814 $ 25,258 $ 24,795 $ 76,867 $ 5,282 $ 82,149
==============================================================================================
Depreciation and
amortization:
Depreciation $ 21,706 $ 13,599 $ 17,658 $ 52,963 $ 5,492 $ 58,455
Amortization of
intangibles 8,702 4,541 2,746 15,989 15,989
- ----------------------------------------------------------------------------------------------
$ 30,408 $ 18,140 $ 20,404 $ 68,952 $ 5,492 $ 74,444
==============================================================================================
1995:
Assets at year end:
Before intangibles,
restricted assets
and investments
in discontinued
operations $ 212,887 $ 198,209 $ 250,513 $ 661,609 $ 225,608 $ 887,217
Assets restricted
for payment
service
obligations 1,684,262 1,684,262 1,684,262
Investments in
discontinued
operations 625,737 625,737
Intangibles 282,599 186,298 46,185 515,082 4,250 519,332
- ----------------------------------------------------------------------------------------------
$ 495,486 $ 384,507 $1,980,960 $2,860,953 $ 855,595 $3,716,548
==============================================================================================
Capital
expenditures $ 15,185 $ 15,035 $ 27,369 $ 57,589 $ 1,996 $ 59,585
==============================================================================================
Depreciation and
amortization:
Depreciation $ 21,461 $ 10,306 $ 16,991 $ 48,758 $ 5,242 $ 54,000
Amortization of
intangibles 8,775 3,706 2,391 14,872 14,872
- ----------------------------------------------------------------------------------------------
$ 30,236 $ 14,012 $ 19,382 $ 63,630 $ 5,242 $ 68,872
==============================================================================================
</TABLE>
S. Condensed Consolidated Quarterly Results (Unaudited)
<TABLE>
<CAPTION>
(000 omitted,
except per share data) First Quarter Second Quarter
- ---------------------------------------------------------------------
1997 1996 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Airline Catering
and Services $ 211,829 $ 193,263 $ 230,989 $ 214,719
Convention Services 209,327 195,012 222,340 192,904
Travel and Leisure
and Payment
Services (1) 148,570 143,448 161,616 160,405
- ---------------------------------------------------------------------
$ 569,726 $ 531,723 $ 614,945 $ 568,028
=====================================================================
Operating income:
Airline Catering
and Services $ 13,147 $ 12,305 $ 21,299 $ 19,974
Convention Services 18,489 17,134 21,738 18,669
Travel and Leisure
and Payment
Services (1) 7,074 6,023 15,609 15,448
- ---------------------------------------------------------------------
Total principal
business segments 38,710 35,462 58,646 54,091
Corporate activities
and nonoperating
items, net (7,983) (9,027) (7,519) (8,886)
Sale of trade
accounts
receivable expense (1,088) (514) (1,132) (496)
- ---------------------------------------------------------------------
$ 29,639 $ 25,921 $ 49,995 $ 44,709
=====================================================================
Income (loss):
Continuing
operations (2) $ 10,520 $ 8,512 $ 26,675 $ 9,006
Discontinued
operations 15,982 5,112
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 10,520 24,494 26,675 14,118
Extraordinary
charge for
early retire-
ment of debt (8,458)
- ---------------------------------------------------------------------
Net income (loss) $ 2,062 $ 24,494 $ 26,675 $ 14,118
=====================================================================
Diluted income
(loss) per
common share: (3)
Continuing
operations (2) $ 0.11 $ 0.09 $ 0.28 $ 0.10
Discontinued
operations 0.18 0.05
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 0.11 0.27 0.28 0.15
Extraordinary
charge for
early retire-
ment of debt (0.09)
- ---------------------------------------------------------------------
Diluted net income
(loss) per common
share $ 0.02 $ 0.27 $ 0.28 $ 0.15
=====================================================================
Basic income (loss)
per common
share: (3)
Continuing
operations (2) $ 0.11 $ 0.09 $ 0.29 $ 0.10
Discontinued
operations 0.18 0.06
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 0.11 0.27 0.29 0.16
Extraordinary
charge for
early retire-
ment of debt (0.09)
- ---------------------------------------------------------------------
Basic net income
(loss) per
common share $ 0.02 $ 0.27 $ 0.29 $ 0.16
=====================================================================
</TABLE>
Condensed Consolidated Quarterly Results (Unaudited), Continued
<TABLE>
<CAPTION>
(000 omitted,
except per share data) Third Quarter Fourth Quarter
- ---------------------------------------------------------------------
1997 1996 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Airline Catering
and Services $ 244,537 $ 225,712 $ 237,018 $ 224,259
Convention Services 181,310 191,591 214,523 194,533
Travel and Leisure
and Payment
Services (1) 196,379 180,987 159,032 146,395
- ---------------------------------------------------------------------
$ 622,226 $ 598,290 $ 610,573 $ 565,187
=====================================================================
Operating income:
Airline Catering
and Services $ 24,342 $ 22,712 $ 20,861 $ 19,263
Convention Services 14,046 12,956 20,038 15,749
Travel and Leisure
and Payment
Services (1) 29,867 28,084 16,103 16,065
- ---------------------------------------------------------------------
Total principal
business segments 68,255 63,752 57,002 51,077
Corporate activities
and nonoperating
items, net (6,910) (7,335) (6,882) (7,854)
Sale of trade
accounts
receivable expense (1,110) (808) (1,153) (1,211)
- ---------------------------------------------------------------------
$ 60,235 $ 55,609 $ 48,967 $ 42,012
=====================================================================
Income (loss):
Continuing
operations (2) $ 33,850 $ 25,089 $ 26,749 $ 26,464
Discontinued
operations (4,667) (57,121)
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 33,850 20,422 26,749 (30,657)
Extraordinary
charge for
early retire-
ment of debt
- ---------------------------------------------------------------------
Net income (loss) $ 33,850 $ 20,422 $ 26,749 $ (30,657)
=====================================================================
Diluted income (loss)
per common
share: (3)
Continuing
operations (2) $ 0.36 $ 0.27 $ 0.28 $ 0.28
Discontinued
operations (0.05) (0.62)
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 0.36 0.22 0.28 (0.34)
Extraordinary
charge for
early retire-
ment of debt
- ---------------------------------------------------------------------
Diluted net income
(loss) per common
share $ 0.36 $ 0.22 $ 0.28 $ (0.34)
=====================================================================
Basic income (loss)
per common
share: (3)
Continuing
operations (2) $ 0.37 $ 0.28 $ 0.29 $ 0.29
Discontinued
operations (0.05) (0.64)
- ---------------------------------------------------------------------
Income (loss)
before extra-
ordinary charge 0.37 0.23 0.29 (0.35)
Extraordinary
charge for
early retire-
ment of debt
- ---------------------------------------------------------------------
Basic net income
(loss) per common
share $ 0.37 $ 0.23 $ 0.29 $ (0.35)
=====================================================================
<FN>
(1) Viad's payment services subsidiary is investing increasing amounts in tax-exempt
securities. On a fully taxable equivalent basis, revenues and operating income would
be higher by the following amounts:
1997 1996
First Quarter $6,460,000 $4,355,000
Second Quarter 7,477,000 4,672,000
Third Quarter 7,103,000 6,136,000
Fourth Quarter 7,684,000 6,326,000
(2) Includes gain on sale of interest in the Phoenix Suns of $19,025,000
(after-tax), or $0.21 per diluted and basic share, in the fourth quarter of 1996.
Also includes spin-off costs and management transition expenses of $12,000,000
(after-tax), or $0.13 per diluted and basic share, $3,000,000 (after-tax), or $0.03
per diluted and basic share, and $13,985,000 (after-tax), or $0.16 per diluted and
basic share, in the second, third and fourth quarters of 1996, respectively (see
Note D of Notes to Consolidated Financial Statements).
(3) Income (loss) per share for all periods has been calculated in accordance with
the requirements of SFAS No. 128. Accordingly, income (loss) per share amounts
previously reported have been restated to conform with the requirements of
SFAS No.128.
</TABLE>
Management's Report on Responsibility for Financial Reporting
The management of Viad Corp has the responsibility for preparing
and assuring the integrity and objectivity of the accompanying
financial statements and other financial information in this
report. The financial statements were developed using generally
accepted accounting principles and appropriate policies,
consistently applied except for the change in 1995 to comply with
new accounting requirements for impairment of long-lived assets
as discussed in Note C of Notes to Consolidated Financial
Statements. They reflect, where applicable, management's best
estimates and judgments and include disclosures and explanations
which are relevant to an understanding of the financial affairs
of the Company.
The Company's financial statements have been audited by Deloitte
& Touche LLP, independent auditors elected by the stockholders.
Management has made available to Deloitte & Touche LLP all of the
Company's financial records and related data, and has made
appropriate and complete written and oral representations and
disclosures in connection with the audit.
Management has established and maintains a system of internal
control that it believes provides reasonable assurance as to the
integrity and reliability of the financial statements, the
protection of assets and the prevention and detection of
fraudulent financial reporting. The system of internal control is
believed to provide for appropriate division of responsibilities
and is documented by written policies and procedures that are
utilized by employees involved in the financial reporting
process. Management also recognizes its responsibility for
fostering a strong ethical climate. This responsibility is
characterized and reflected in the Company's Code of Corporate
Conduct, which is communicated to all of the Company's executives
and managers.
The Company also maintains a comprehensive internal auditing
function which independently monitors compliance and assesses the
effectiveness of the internal controls and recommends potential
improvements thereto. In addition, as part of their audit of the
Company's financial statements, the independent auditors review
and evaluate selected internal accounting and other controls to
establish a basis for reliance thereon in determining the audit
tests to be applied. There is close coordination of audit
planning and coverage between the Company's internal auditing
function and the independent auditors. Management has considered
the recommendations of both internal auditing and the independent
auditors concerning the Company's system of internal control and
has taken actions believed to be cost-effective in the
circumstances to implement appropriate recommendations and
otherwise enhance controls. Management believes that the
Company's system of internal control accomplishes the objectives
discussed herein.
The Board of Directors oversees the Company's financial reporting
through its Audit Committee. The Audit Committee regularly meets
with management representatives and, jointly and separately, with
the independent auditors and internal auditing management to
review interest rate swap activity, accounting, auditing and
financial reporting matters.
/s/ Richard C. Stephan /s/ Ronald G. Nelson
Richard C. Stephan Ronald G. Nelson
Vice President -- Controller Vice President -- Finance
and Treasurer
/s/ Gerald L. Berner
Gerald L. Berner
Vice President -- Internal Auditing
Independent Auditors' Report
To the Stockholders and Board of Directors of Viad Corp:
We have audited the accompanying consolidated balance sheets of
Viad Corp as of December 31, 1997 and 1996, and the related
consolidated statements of income, common stock and other equity
and of cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 Viad
Corp as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the
period ended December 31, 1997 in conformity with generally
accepted accounting principles.
As discussed in Note C of Notes to Consolidated Financial
Statements, the Company changed its method of accounting for
impairment of long-lived assets in 1995.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Phoenix, Arizona
February 20, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM VIAD CORP'S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<CAPTION>
Exhibit 27.A
VIAD CORP
FINANCIAL DATA SCHEDULE
<S> <C>
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<PERIOD-TYPE> YEAR
<CASH> 2,267
<SECURITIES> 0
<RECEIVABLES> 138,926
<ALLOWANCES> 9,486
<INVENTORY> 105,331
<CURRENT-ASSETS> 925,830
<PP&E> 860,376
<DEPRECIATION> 390,324
<TOTAL-ASSETS> 3,730,313
<CURRENT-LIABILITIES> 2,636,002
<BONDS> 377,849
<COMMON> 149,610
6,612
0
<OTHER-SE> 379,551
<TOTAL-LIABILITY-AND-EQUITY> 3,730,313
<SALES> 0
<TOTAL-REVENUES> 2,417,470
<CGS> 0
<TOTAL-COSTS> 2,194,857
<OTHER-EXPENSES> 33,777
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,652
<INCOME-PRETAX> 138,947
<INCOME-TAX> 41,153
<INCOME-CONTINUING> 97,794
<DISCONTINUED> 0
<EXTRAORDINARY> (8,458)
<CHANGES> 0
<NET-INCOME> 89,336
<EPS-PRIMARY> 0.97
<EPS-DILUTED> 0.94
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM VIAD CORP'S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1997 AND FROM VIAD CORP'S FORMS 10-Q FOR
THE QUARTERS ENDED MARCH 31, 1997, JUNE
30, 1997 AND SEPTEMBER 30, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
THE INTERIM STATEMENTS FOR THE PERIODS
ENDED MARCH 31, 1997, JUNE 30, 1997 AND
SEPTEMBER 30, 1997 HAVE BEEN RESTATED TO
CONFORM WITH THE REQUIREMENTS OF SFAS NO.
128.
<RESTATED>
<MULTIPLIER> 1,000
<CAPTION>
Exhibit 27.B
VIAD CORP
RESTATED FINANCIAL DATA SCHEDULE
<S> <C> <C> <C>
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<CASH> 4,161 3,073 9,957
<SECURITIES> 0 0 0
<RECEIVABLES> 177,166 190,756 184,152
<ALLOWANCES> 11,430 11,970 12,053
<INVENTORY> 101,974 113,592 103,617
<CURRENT-ASSETS> 858,562 919,691 813,701
<PP&E> 875,451 852,062 863,024
<DEPRECIATION> 396,837 401,955 408,768
<TOTAL-ASSETS> 3,252,169 3,391,259 3,461,210
<CURRENT-LIABILITIES> 2,180,104 2,303,997 2,354,106
<BONDS> 498,118 446,173 421,089
<COMMON> 145,663 145,663 145,663
6,607 6,609 6,611
0 0 0
<OTHER-SE> 280,470 316,330 355,302
<TOTAL-LIABILITY-AND-EQUITY> 3,252,169 3,391,259 3,461,210
<SALES> 0 0 0
<TOTAL-REVENUES> 569,726 1,184,671 1,806,897
<CGS> 0 0 0
<TOTAL-COSTS> 531,016 1,087,315 1,641,286
<OTHER-EXPENSES> 9,071 17,722 25,742
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 14,263 26,602 38,073
<INCOME-PRETAX> 15,012 52,548 100,757
<INCOME-TAX> 4,492 15,353 29,712
<INCOME-CONTINUING> 10,520 37,195 71,045
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> (8,458) (8,458) (8,458)
<CHANGES> 0 0 0
<NET-INCOME> 2,062 28,737 62,587
<EPS-PRIMARY> 0.02 0.31 0.68
<EPS-DILUTED> 0.02 0.30 0.66
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM VIAD CORP'S
FORMS 10-K FOR THE YEARS ENDED DECEMBER
31, 1997, AND DECEMBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1996 AND 1995 HAVE
BEEN RESTATED TO CONFORM WITH THE
REQUIREMENTS OF SFAS NO. 128.
<RESTATED>
<MULTIPLIER> 1,000
<CAPTION>
Exhibit 27.C
VIAD CORP
RESTATED FINANCIAL DATA SCHEDULE
<S> <C> <C>
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<PERIOD-TYPE> YEAR YEAR
<CASH> 4,422 17,945
<SECURITIES> 0 0
<RECEIVABLES> 141,624 146,245
<ALLOWANCES> 12,744 14,760
<INVENTORY> 93,730 83,132
<CURRENT-ASSETS> 1,023,801 1,103,676
<PP&E> 858,482 785,383
<DEPRECIATION> 385,443 337,830
<TOTAL-ASSETS> 3,453,312 3,716,548
<CURRENT-LIABILITIES> 2,352,843 2,230,391
<BONDS> 518,779 811,841
<COMMON> 145,663 145,663
6,604 6,597
0 0
<OTHER-SE> 286,555 402,506
<TOTAL-LIABILITY-AND-EQUITY> 3,453,312 3,716,548
<SALES> 0 0
<TOTAL-REVENUES> 2,263,228 1,976,745
<CGS> 0 0
<TOTAL-COSTS> 2,058,846 1,787,420
<OTHER-EXPENSES> 36,131 33,354
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 53,019 52,897
<INCOME-PRETAX> 110,969 100,445
<INCOME-TAX> 41,898 29,664
<INCOME-CONTINUING> 69,071 70,781
<DISCONTINUED> (40,694) (73,465)
<EXTRAORDINARY> 0 0
<CHANGES> 0 (13,875)
<NET-INCOME> 28,377 (16,559)
<EPS-PRIMARY> 0.31 (0.20)
<EPS-DILUTED> 0.30 (0.20)
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM VIAD CORP'S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1997 AND FROM VIAD CORP'S FORMS 10-Q FOR
THE QUARTERS ENDED MARCH 31, 1996, JUNE
30, 1996, AND SEPTEMBER 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
THE INTERIM STATEMENTS FOR THE PERIODS
ENDED MARCH 31, 1996, JUNE 30, 1996 AND
SEPTEMBER 30, 1996 HAVE BEEN RESTATED TO
CONFORM WITH THE REQUIREMENTS OF SFAS NO.
128.
<RESTATED>
<MULTIPLIER> 1,000
<CAPTION>
Exhibit 27.D
VIAD CORP
RESTATED FINANCIAL DATA SCHEDULE
<S> <C> <C> <C>
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<CASH> 22,497 9,017 10,307
<SECURITIES> 0 0 0
<RECEIVABLES> 188,624 252,262 208,662
<ALLOWANCES> 15,407 15,623 17,038
<INVENTORY> 88,812 96,391 93,482
<CURRENT-ASSETS> 904,127 1,089,710 889,162
<PP&E> 800,998 816,434 824,542
<DEPRECIATION> 355,121 364,769 374,124
<TOTAL-ASSETS> 3,512,447 3,749,236 3,201,988
<CURRENT-LIABILITIES> 1,997,569 2,218,879 2,027,718
<BONDS> 822,733 822,938 582,460
<COMMON> 145,663 145,663 145,663
6,599 6,601 6,604
0 0 0
<OTHER-SE> 420,042 439,975 316,276
<TOTAL-LIABILITY-AND-EQUITY> 3,512,447 3,749,236 3,201,988
<SALES> 0 0 0
<TOTAL-REVENUES> 531,723 1,099,751 1,698,041
<CGS> 0 0 0
<TOTAL-COSTS> 496,261 1,010,198 1,544,736
<OTHER-EXPENSES> 9,541 18,923 27,066
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 13,490 27,034 40,554
<INCOME-PRETAX> 12,277 30,961 69,114
<INCOME-TAX> 3,765 13,443 26,507
<INCOME-CONTINUING> 8,512 17,518 42,607
<DISCONTINUED> 15,982 21,094 16,427
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 24,494 38,612 59,034
<EPS-PRIMARY> 0.27 0.43 0.66
<EPS-DILUTED> 0.27 0.42 0.64
</TABLE>
