SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- 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 ------------------------------------------- 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 ------------------------------------------- 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