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

Overview:

On January 4, 2008, Viad Corp ("Viad" or the "Company") completed the acquisition of The Becker Group, Ltd. ("Becker Group"), an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. With more than 50 years of experience, Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America. Becker Group has been included with Exhibitgroup/Giltspur to form the Experiential Marketing Services segment.

Viad operates in three reportable business segments as follows:

GES - GES Exposition Services, Inc. ("GES") and its segment affiliates provide exhibition and event services throughout North America and the United Kingdom consisting of: show planning and production; floor plan design and layout; decorating, graphics and signage, and furniture, carpet and fixture procurement and rental. These services are provided to a variety of show organizers, including venues, trade associations and show management companies. GES' customer base also includes exhibitors for which GES provides exhibit design, construction, refurbishment, storage and rental services, including related show services such as logistics and transportation; material handling, electrical, plumbing, rigging and cleaning, and exhibit installation and dismantling.

Experiential Marketing Services - This segment consists of Exhibitgroup/Giltspur, a division of Viad, and its affiliated companies, including SDD Exhibitions Limited and Voblo Verwaltungs GmbH ("Exhibitgroup/Giltspur") and Becker Group. Exhibitgroup/Giltspur is an integrated experience marketing agency that specializes in exhibits, events and other face-to-face marketing opportunities. Exhibitgroup/Giltspur combines its core services of custom design, construction and marketing expertise with an ability to provide complete event program management. It leverages its global network to efficiently manage client programs. Its services include: design; integrated marketing including pre- and post event communications and customer relationship management; staff training; event surveys; program management and planning; logistics management; maintenance and warehousing; in-house installation and dismantling; show services; online program management tools and multimedia services. Exhibitgroup/Giltspur also provides portable and "modular" exhibits, kiosks for shopping malls and retail stores, and design, construction and installation services for permanent installations including museums, corporate lobbies, visitors' centers, showrooms and retail interiors. Becker Group is an experiential marketing company specializing in creating immersive, entertaining attractions and brand-based experiences for clients and venues, including shopping malls, movie studios, museums, leading consumer brands and casinos. Becker Group is the leading provider of large-scale, holiday-themed events and experiences for regional shopping malls and lifestyle centers in North America.

Travel and Recreation Services - Brewster Inc. ("Brewster") provides tourism services in the Canadian Rockies in Alberta and in other parts of Western Canada. Brewster's operations include the Banff Gondola, Columbia Icefield Ice Explorer Tours, motorcoach services, charter and sightseeing services, tour boat operations, inbound package tour operations and hotel operations. Glacier Park, Inc. ("Glacier Park") operates four historic lodges and three motor inns and provides food and beverage operations, retail operations and tour and transportation services in and around Glacier National Park in Montana and Waterton Lakes National Park in Alberta, Canada. Glacier Park is an 80 percent owned subsidiary of Viad.

The following 2008 financial highlights are presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"):

Viad Corp (Consolidated)

- Total revenues of $1.1 billion, an increase of 11.7 percent over 2007 revenues

- Net income of $43.4 million compared to $44.6 million in 2007

- Income per share of $2.12 compared to $2.14 in 2007

- Income from discontinued operations of $385,000 in 2008 primarily related to certain obligations associated with previously sold operations. This is compared to $2.0 million in 2007 primarily related to the settlement of a real estate participation interest

- Viad recorded aggregate impairment losses of $11.2 million, including $8.6 million primarily related to goodwill and other intangible assets at Becker Group and $2.6 million related to certain intangible assets associated with Melville

- Viad recorded restructuring charges totaling $647,000 primarily related to corporate office expenses, including the elimination of certain positions. Viad also recorded restructuring reversals of $141,000 related to certain restructuring costs that were less than previous estimates

- Viad completed the acquisition of Becker Group on January 4, 2008 for $24.3 million. Becker Group generated $25.4 million in revenue during 2008

- Cash and cash equivalents were $148.0 million as of December 31, 2008

- Debt was $12.6 million as of December 31, 2008

- Viad repurchased 581,119 shares of its common stock for $15.7 million in 2008

- Revenues of $808.8 million, an increase of 8.3 percent over 2007 revenues

- Segment operating income of $58.1 million, an increase of 14.3 percent over 2007

- Revenues of $225.4 million, an increase of 30.5 percent over 2007 revenues

- Segment operating income of $1.9 million compared to a loss in 2007 of $4.8 million

- Revenues of $86.6 million, an increase of 2.8 percent over 2007 revenues

- Segment operating income of $22.0 million compared to $22.7 million in 2007

Non-GAAP Measure:

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

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

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

                                               2008          2007          2006
                                                        (in thousands)

       Adjusted EBITDA                       $ 104,702     $  86,355     $  85,820
       Impairment recoveries (losses), net     (11,231 )         172        (3,396 )
       Interest expense                         (1,757 )      (1,658 )      (1,559 )
       Income tax expense                      (20,678 )     (19,428 )      (9,736 )
       Depreciation and amortization           (28,048 )     (22,893 )     (19,804 )
       Income from discontinued operations         385         2,049        12,229

       Net income                            $  43,373     $  44,597     $  63,554

The increase in Adjusted EBITDA of $18.3 million from 2007 to 2008 was primarily driven by favorable operating income at GES and Exhibitgroup/Giltspur and lower corporate activities expense, partially offset by lower interest income. The slight increase in Adjusted EBITDA of $535,000 from 2006 to 2007 was primarily driven by favorable operating income at GES and lower corporate activities expense, mostly offset by unfavorable operating results at Exhibitgroup/Giltspur, lower interest income, higher restructuring costs and the 2006 gains on sale of corporate assets.

Results of Operations:

2008 vs. 2007:

Revenues for 2008 increased 11.7 percent to $1.1 billion from $1.0 billion in 2007. The increase was a result of strong growth at both GES and Exhibitgroup/Giltspur, as well as the acquisition of Becker Group. Income before income taxes and minority interest was $64.2 million for 2008 compared to $62.7 million for 2007. Income from continuing operations for 2008 was $43.0 million, or $2.10 per diluted share, compared to $42.5 million, or $2.04 per diluted share, in 2007. The increase in income from continuing operations was largely due to an increase in segment operating income and higher tax benefits of $5.7 million in 2008 (versus $3.1 million in 2007) related to the favorable resolution of tax matters. These favorable items were mostly offset by impairment charges of $11.2 million ($9.4 million after-tax), including $8.6 million primarily related to goodwill and other intangible assets at Becker Group and $2.6 million related to certain intangible assets associated with Melville, GES' United Kingdom operation.

Net income for 2008 was $43.4 million, or $2.12 per diluted share, compared to $44.6 million, or $2.14 per diluted share, for 2007. Net income for 2008 includes income from discontinued operations of $385,000, or $0.02 per diluted share, relating to certain obligations associated with previously sold operations. Net income for 2007 includes income from discontinued operations of $2.0 million, or $0.10 per diluted share, relating to the settlement of a real estate participation interest associated with a parcel of land sold by a discontinued operation several years ago.

GES. Revenues for GES were $808.8 million for 2008, an increase of 8.3 percent from the 2007 amount of $746.7 million. The increase was primarily driven by positive show rotation revenue of $63 million and strong exhibitor discretionary spending on the rotating shows, partially offset by a 3.2 percent decline in base same-show revenue. Management defines base same-show revenue as revenue from exhibitions and events that occur in the same quarter and same city every year. Base same shows represented approximately 34 percent of GES' revenue in 2008.

Segment operating income increased 14.3 percent to $58.1 million in 2008 as compared to $50.8 million in 2007, primarily as a result of the revenue growth. Operating margins were 7.2 percent in 2008 as compared to 6.8 percent in 2007.

In general, the exhibition and event industry is experiencing signs of the economic slow-down, which is negatively impacting trade show attendance and exhibitor participation. Additionally, the pricing environment remains somewhat challenging. The prospects for individual shows tend to be driven by the success of the industry related to those shows. Although GES has a diversified revenue base and long-term contracts for future shows, revenue growth is affected by general economic and industry-specific conditions. In 2009, management expects same-show revenues to decline by approximately 10 percent and show rotation to negatively impact revenues by approximately $85 million due to several major, non-annual shows that occurred in 2008. Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $25 million in revenue as compared to 2008. Management remains focused on increasing productivity and controlling costs, including the implementation of cost reduction efforts.

GES and Exhibitgroup/Giltspur are subject to multiple collective bargaining agreements that affect labor costs, about one-fourth of which expire each year. Although labor relations between the companies and labor are currently stable, disruptions during

future contract negotiations could occur, with the possibility of an adverse impact on the operating results of GES and/or Exhibitgroup/Giltspur.

Experiential Marketing Services. Revenues of the Experiential Marketing Services segment were $225.4 million in 2008, up 30.5 percent from $172.7 million in 2007. Included in the 2008 amount was $25.4 million of revenue earned by Becker Group. On an organic basis (without Becker Group's revenue), revenue increased 15.8 percent to $200.0 million as compared to $172.7 million in 2007 driven by new business and increased revenue from existing clients at Exhibitgroup/Giltspur. Segment operating income for 2008 was $1.9 million (including a loss of $677,000 from Becker Group) compared to an operating loss of $4.8 million for 2007. On an organic basis (without Becker Group's operating loss), segment operating results improved by $7.4 million to $2.6 million due to the revenue growth at Exhibitgroup/Giltspur.

In response to a challenging exhibit construction market, management is focused on repositioning Exhibitgroup/Giltspur as an experience marketing agency to capture a greater share of clients' marketing budgets by delivering comprehensive, innovative, value-added solutions that enable clients to generate a higher return on their face-to-face marketing investments. Management is also focused on improving the sales pipeline and win rate to drive profitable revenue growth, as well as cost control, productivity enhancements and increased capacity utilization in order to improve profitability in future years.

Revenue growth is affected by general economic and industry-specific conditions and visibility over future revenues continues to be poor. Although the Experiential Marketing Services segment has a diversified revenue base, a portion of the segment's revenue is generated from sales to regional shopping malls and lifestyle centers, including sales of holiday-themed events and experiences and retail merchandising units. As a result of the economic slow-down, management is expecting both shopping center clients and exhibitors to reduce their spending in 2009. Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $9 million in revenue as compared to 2008.

Travel and Recreation Services. Revenues of the Travel and Recreation Services segment were $86.6 million for 2008, an increase of 2.8 percent from $84.2 million in 2007. Segment operating income was $22.0 million in 2008 compared to $22.7 million in 2007. Operating margins were 25.4 percent for 2008 compared to 27.0 percent in 2007. As discussed below, results in this segment were favorably impacted by exchange rates during 2008 resulting in approximately $1.3 million and $422,000 in additional revenue and segment operating income, respectively, as compared to 2007. Brewster experienced a decline in passenger volumes as a result of reduced international travel to Canada. Glacier Park realized improved occupancy and room revenue at its inns and lodges due to stronger domestic travel.

During 2008, approximately 75 percent of revenue and 82 percent of operating income generated by Viad's Travel and Recreation Services segment was derived through its Canadian operations. These operations are largely dependent on foreign customer visitation, and accordingly, increases in the value of the Canadian dollar compared to other currencies could adversely affect customer volumes, and, therefore, revenue and operating income in the Travel and Recreation Services segment.

The operating results related to Viad's Canadian Travel and Recreation Services subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.98 and 0.95 for 2008 and 2007, respectively. Accordingly, Viad's consolidated results of operations have been favorably impacted by the strengthening of the Canadian dollar relative to the U.S. dollar as it relates to the translation of its Canadian Travel and Recreation Services operations. Decreases in the exchange rates may adversely impact overall expected profitability and historical period to period comparisons when operating results are translated into U.S. dollars.

Viad's Travel and Recreations Services segment is affected by consumer discretionary spending on tourism activities. As a result of the global economic slowdown, management expects results in its Travel and Recreation Services segment to be impacted by tourism declines in 2009. Additionally, management expects the stronger U.S. dollar to result in unfavorable currency translation of approximately $8 million in revenue as compared to 2008.

Glacier Park operates the concession portion of its business under concession contracts with the U.S. National Park Service (the "Park Service") for Glacier National Park and with the Canadian Government for Waterton Lakes National Park. Glacier Park's 42-year lease with the Canadian Government expires in 2010 with Glacier Park having an option to renew for two additional terms of 42 years each. Glacier Park's original 25-year concession contract with the Park Service that was to expire on December 31, 2005, has been extended for four one-year periods and now expires on December 31, 2009. The Park Service, in its sole discretion, may continue extending Glacier Park's concession contract in one-year increments. When this contract ultimately expires, Glacier Park will have the opportunity to bid on a new concession contract. If Glacier Park does secure a new contract, possible terms would be for 10, 15 or 20 years. If a new concessionaire is selected by the Park Service, Glacier Park's remaining business would consist of the operations at Waterton Lakes National Park and East Glacier, Montana, which generated approximately 33 percent of Glacier Park's total revenue in 2008. In such a circumstance, Glacier Park would be entitled to an amount equal to its "possessory interest," which generally means the value of the structures acquired or constructed, fixtures installed and improvements made to the concession property at Glacier National Park during the term of the concession contract.

This value would be based on the reconstruction cost of a new unit of like kind, less physical depreciation, but not to exceed fair market value. Glacier Park generated approximately 22 percent of Travel and Recreation Services' full year 2008 segment operating income.

Corporate Activities. Corporate activities expense of $7.5 million for 2008 decreased from $9.2 million in 2007. This decrease was primarily related to a reduction in share-based compensation expense in 2008.

Interest Income. Interest income of $3.2 million for 2008 decreased from $6.1 million for 2007. The decrease was due to lower interest rates as well as lower average cash balances in 2008 as compared to 2007 resulting from Viad's acquisitions and share repurchases.

Impairment Losses and Recoveries. In 2008, Viad recorded impairment charges of $11.2 million ($9.4 million after-tax), including $8.6 million primarily related to goodwill and other intangible assets at Becker Group and $2.6 million related to certain intangible assets associated with Melville. Viad recorded impairment recoveries of $172,000 ($105,000 after-tax) in 2007 comprised of insurance recoveries relating to assets that were damaged as a result of Hurricane Katrina.

Restructuring Charges and Recoveries. In 2008, Viad recorded a restructuring charge of $647,000 ($402,000 after-tax) primarily related to corporate office expenses, including the elimination of certain positions. In 2007, Viad recorded restructuring charges of $2.0 million ($1.2 million after-tax) related to severance costs associated with an organizational realignment at Exhibitgroup/Giltspur. In 2008 and 2007, Viad also reversed $141,000 ($85,000 after-tax) and $589,000 ($360,000 after-tax), respectively, related to certain restructuring costs that were less than previous estimates.

Income Taxes. The effective tax rate on income before income taxes and minority interest for 2008 was 32.2 percent compared to 31.0 percent for 2007. The relatively low effective tax rates compared to the statutory rate were primarily attributable to the favorable resolution of tax matters of $5.7 million and $3.1 million in 2008 and 2007, respectively. In addition, Viad recorded a tax benefit of $1.3 million in 2007 related to the remeasurement of certain deferred tax liabilities due to a reduction in the enacted tax rates in Canada.

2007 vs. 2006:

Revenues for 2007 increased 17.3 percent to $1.0 billion from $856.0 million in 2006. The increase was a result of strong growth at both GES (including the acquisition of Melville) and Exhibitgroup/Giltspur. Income before income taxes and minority interest was $62.7 million for 2007 compared to $61.6 million for 2006. Income from continuing operations for 2007 was $42.5 million, or $2.04 per diluted share, down from $51.3 million, or $2.35 per diluted share, in 2006. The decrease in income from continuing operations was largely due to tax benefits of $3.1 million in 2007 (versus $13.2 million in 2006) related to the favorable resolution of tax matters, a decrease in net interest income in 2007 and gains on the sale of corporate assets in 2006. These unfavorable items were partially offset by impairment recoveries of $172,000 ($105,000 after-tax) in 2007 comprised of insurance recoveries relating to assets that were damaged as a result of Hurricane Katrina versus net impairment losses of $3.4 million, or $2.1 million after-tax, in 2006.

Net income for 2007 was $44.6 million, or $2.14 per diluted share, compared to $63.6 million, or $2.91 per diluted share, for 2006. Net income for 2007 includes income from discontinued operations of $2.0 million, or $0.10 per diluted share, relating to the settlement of a real estate participation interest associated with a parcel of land sold by a discontinued operation several years ago. Net income for 2006 includes income from discontinued operations of $12.2 million, or $0.56 per diluted share, consisting of $7.4 million ($11.8 million pre-tax) related to the expiration of product warranty liabilities associated with a previously sold manufacturing operation and $4.8 million primarily related to the favorable resolution of tax and other matters related to previously sold operations.

GES. Revenues for GES were $746.7 million for 2007, an increase of 19.8 percent from the 2006 amount of $623.1 million. The increase was primarily driven by $95.9 million in revenue from Melville, as well as strong same-show growth of 10.8 percent and new business at GES' North American operations, which was partially offset by $34 million in negative show rotation revenue. Management defines base same-show revenue growth as growth in exhibitions and events that occur in the same quarter and same city every year. Base same shows represented approximately 37.8 percent of GES' revenue in 2007.

Segment operating income increased 5.7 percent to $50.8 million in 2007 as compared to $48.1 million in 2006, primarily as a result of the revenue growth partially offset by an increase in insurance claims expense (workers' compensation and general liability) and cost overruns on certain shows. In 2006, Viad also received $1.7 million related to the final settlement of its GES business interruption insurance claim resulting from Hurricane Katrina, which was recorded in segment operating income. Operating margins were 6.8 percent in 2007 as compared to 7.7 percent in 2006.

Exhibitgroup/Giltspur. Revenues for Exhibitgroup/Giltspur were $172.7 million for 2007, an increase of 12.4 percent from the 2006 amount of $153.7 million. The growth in revenue was primarily the result of Exhibitgroup/Giltspur's focus on repositioning the company, which resulted in greater revenues from new clients and lower client attrition. International revenues also increased in 2007. Segment operating loss for 2007 was $4.8 million versus segment operating loss of $3.5 million in 2006. The 2007 loss reflects the cost of initiatives to reposition the company for growth, including higher costs for performance-based incentives.

Travel and Recreation Services. Revenues of the Travel and Recreation Services segment were $84.2 million for 2007, an increase of 6.3 percent from $79.3 million in 2006. Segment operating income was $22.7 million in both 2007 and 2006. Operating margins decreased to 27.0 percent for 2007 from 28.6 percent in 2006. The decrease in operating margins was primarily due to an increase in repairs and maintenance expense and an increase in Canada's minimum wage rate which increased salary expense. As discussed below, results in this segment were favorably impacted by exchange rates during 2007 resulting in approximately $1.0 million in additional segment operating income as compared to 2006. Brewster saw growth in passenger volume at its Banff Gondola and an increase in revenues at its Mount Royal Hotel. Additionally, Glacier Park realized strong occupancy at its inns and lodges and an increase in room revenue over 2006.

During 2007, approximately 75 percent of revenue and 85 percent of operating income generated in Viad's Travel and Recreation Services segment was derived through its Canadian operations. These operations are largely dependent on foreign customer visitation, and, accordingly, increases in the value of the Canadian dollar compared to other currencies could adversely affect customer volumes, and, therefore, revenue and operating income in the Travel and Recreation Services segment.

The operating results related to Viad's Canadian subsidiaries were translated into U.S. dollars at weighted-average exchange rates of 0.95 and 0.90 for 2007 . . .