Thank you, and good morning, I thank all of you for attending the Viad Corp. Second Quarter 2012 Earnings Conference Call.

I'd like to remind everyone that certain statements made during this call, which are not historical facts, may constitute forward-looking statements. Additional information concerning business and other risk factors that could cause actual results to materially differ from those in the forward-looking statements can be found in Viad's annual and quarterly reports filed with the Securities and Exchange Commission.

During today's call, we'll refer to Tables 1 and 2 and the Business Group Highlight section of the earnings press release, which is available on the Viad website at www.viad.com.

Today, we'll hear from Paul Dykstra, Viad's Chairman, President and Chief Executive Officer; and Ellen Ingersoll, Viad's Chief Financial Officer. Additionally, Steve Moster, President of Viad's Marketing & Events Group; and Michael Hannan, President of Viad's Travel & Recreation Group, will be available for comments during the question-and-answer session at the end of the call.

And now, I'll turn the call to Ellen to discuss the financial results. Ellen?

Thanks, Joe. Good morning, everyone.

Thank you for being with us today. As I cover our second quarter results, you may want to refer to Tables 1 and 2 and the Business Group Highlight section of our earnings press release.

Our second quarter income before other items was $0.29 per share, better than our prior guidance, and up 11.5% from 2011 second quarter income before other items of $0.26 per share. By definition, income before other items excludes restructuring charges of $0.02 cents per share in the 2012 quarter and $0.04 per share in the 2011 quarter.

The charges are primarily related to the elimination of certain positions and facility consolidations in the Marketing & Events Group. Viad's revenues for the quarter were $246.5 million, up 3.3% from $238.7 million in the 2011 quarter.

Segment operating income was $10.5 million, up 6.4% from $9.9 million in the 2011 quarter.

Our Marketing & Events Group delivered stronger than anticipated operating profits and was successful driving growth despite negative share rotation and unfavorable foreign exchange rate variances, which negatively impacted revenue by approximately $9 million and $3 million, respectively, versus the 2011 quarter. As a reminder, show rotation refers to shows that occur less frequently than annually as well as shows that shift quarters from 1 year to the next.

Overall, second quarter revenue for the Marketing & Events Group increased $2.2 million or 1% to $216.9 million, and operating income increased $1.1 million to $7.9 million.

The U.S. segment posted a revenue increase of $15.3 million or 10.2% with an operating income increase of $5.4 million.

The increases were driven primarily by a positive share rotation revenue of approximately $5 million, same-show growth, new business wins and continued focus on margin improvement. Base same-show revenues, or revenues derived from shows that take place in the same city during the same quarter each year, increased 6.1% to $58.3 million compared to $54.9 million in the second quarter of 2011.

The international segment experienced a revenue decline of $12.3 million, or 18.4%, with an operating income decline of $4.3 million. The declines were primarily driven by negative share rotation revenue of approximately $14 million.

Additionally, foreign exchange rate variances had an unfavorable impact on revenue and operating income of $2.7 million and $117,000, respectively.

Our Travel & Recreation Group delivered inline results for the quarter with strong revenue growth. Second quarter group revenue increased $5.6 million or 23.2% to $29.5 million, while operating income decreased $429,000 to $2.6 million.

Excluding the impact of foreign exchange rate variances which negatively impacted revenue by $1.2 million, and operating income by $287,000, revenue was up $6.7 million and operating income was down $142,000.

The acquisitions of Alaska Denali Travel, the Banff International Hotel and St. Mary Lodge & Resort added $4.3 million in revenue at essentially break-even operating results, reflecting the seasonally slow period for these properties.

The remaining revenue increase was driven by organic growth primarily at Brewster's attractions. We also experienced higher SG&A expenses versus the 2011 second quarter, including increased performance-based incentives due to the expectation of stronger full-year performance, as well as costs related to additional resources to support our growth strategy of refresh, build and buy.

Now I'll cover some cash flow and balance sheet items before turning the call over to Paul. Free cash flow improved to an inflow of $6.9 million for the quarter as compared to an outflow of $20.3 million in the 2011 quarter, primarily reflecting changes in working capital.

Capital expenditures were $6.5 million for the 2012 quarter versus $5.1 million in the 2011 quarter. Depreciation and amortization expense was $8 million versus $7.3 million in the 2011 quarter and payments on our restructuring reserves were approximately $1.1 million in the 2012 quarter versus $752,000 in the 2011 quarter.

Our balance sheet remains strong. At June 30, 2012, we have cash and cash equivalents total $78 million compared to $71.6 million at the end of March.

And our total debt at the end of June was $2.6 million with a debt-to-capital ratio of 0.6%.

And now I'll turn the call over to Paul to update you on operational and strategic highlights.

Thanks, Ellen, and good morning to all of you joining us on today's call. As always, we appreciate your continued interest in Viad.

As Ellen indicated, we turned in a very strong performance for the second quarter of 2012. Revenues were up 3.3% versus the comparable quarter last year, and segment operating income increased 6.4%.

Our Marketing & Events Group delivered growth in operating profits driven by same-show growth, a sharp focus on execution and labor managements, continuing benefits from our efforts to optimize our service delivery network and tight control on discretionary spend. Our Travel & Recreation Group had a solid quarter with 23.2% increase in revenues driven by the additions of our new properties Alaska Denali Travel, the Banff International Hotel and the St.

Mary Lodge & Resort as well as organic growth, including increased visitor traffic at all of Brewster's attractions. As anticipated, the recently acquired properties turned in essentially break-even results for the quarter, but we do expect to see strong throughput from them during our peak tourism season, which runs from mid-June through mid-September.

All told, we are pleased with the progress that is being achieved in both of our business groups.

I'm proud of the effort that everyone in our organization has put into better managing what we do on a day-to-day basis, which includes allocating the appropriate resources to make sure that we achieve the desired results for our customers and generating improving financial results for the company.

Our dedication to providing superior services, capabilities and experiences to our clients and guests also contributes to our ability to drive top line growth. We believe that the value-added services and memorable experiences we provide our customers helps us to attain reasonable price increases.

It is then up to us to effectively deploy labor and maintain a tight reign on discretionary costs in order to achieve targeted margins. While there is normal seasonality in both of our business groups, I believe we are better positioned today to compete more effectively and to deliver improved year-over-year financial results.

Now let me cover some second quarter highlights for our Marketing & Events Group. And I'd like to start by thanking the GES team for delivering great service to our customers and driving top line growth while also focusing intently on our margin improvement initiatives.

As Ellen mentioned earlier, we drove very nice throughput during the quarter with a $1.1 million increase in operating income on a $2.2 million increase in revenue versus the 2011 second quarter. This reflects both improved direct margins on the business we've produced as well as lower SG&A expenses.

Through diligent labor management and a more stable pricing environment, we were successful in improving same-show margins and margins overall. The lower SG&A costs for the quarter reflect the benefit of actions taken prior quarters to optimize our U.S.

service delivery network including consolidations in the Chicago, Baltimore and San Francisco Bay Area markets.

We continue to critically analyze our U.S. network to identify additional opportunities to increase the efficiency of our facilities and to drive better utilization of our inventory and equipment.

As Ellen mentioned, base on -- the same-show revenues for the quarter increased 6.1% which marks our eighth consecutive quarter of growth. We continue to see general increases in the size of events, number of exhibiting companies and number of attendees.

Additionally, we have been successful in garnering a greater share of the expanding exhibitors spend on the show floor by targeting our sales efforts and leveraging new technology to increase the ease of doing business with GES. Two prime examples of such new technology are our Expresso online ordering and management tool and our GES mobility customer service protocol.

Expresso allows our clients to plan their exhibits online, effortlessly order needed services and supplies, track orders and manage budgets in real time. Using GES mobility, our show site exhibitor services professionals bring service right to our exhibitors booth via tablet computers.

This allows exhibitors to stay in booth to complete setup or to continue meeting with clients. Our goal is to optimize the effectiveness of our customers' participation in event and in doing so, position GES as the supplier of choice.

As always, customer service remains a hallmark of the service that we provide our clients. In that regard, J.D.

Power and Associates recognized GES' call center customer satisfaction excellence for the fourth consecutive year. The Call Center Certification Program acknowledges a strong commitment by GES call center operations to provide an outstanding customer service experience.

Our call center operations successfully passed a detail audit of more than 100 practices that encompass the call center's customer satisfaction measure and analysis strategies, recruiting, training, employee incentives, quality assurance capabilities and management roles and responsibilities. This is another important component of our ongoing initiatives to provide a customer experience that generates repeat business and positions GES as the superior option for event trade show and marketing experiences.

During the quarter, we worked on a number of major events including the National Restaurant Association's Restaurant Hotel-Motel Show that took place in Chicago at McCormick Place in May. This event is the industry's premier showcase for products, equipment and culinary operating trends.

With 542,000 net square feet of exhibition space and over 1,900 exhibiting companies, the show attracted more than 61,000 attendees from all 50 states and more than 100 countries. We are proud to have worked closely with this long-time client to produce a successful event with a redesigned show floor that created more excitement and a better experience for show attendees and exhibitors.

We also produced ICSC Recon in May in Las Vegas. Hosted by the International Council of Shopping Centers, REcon is the largest real estate convention in the world, providing unparalleled educational, networking and deal-making opportunities for shopping center professionals from around the globe.

The show encompassed more than 1 million square feet of space with more than 1,000 companies exhibiting. The GES team was instrumental in helping ICSC create 2 new marketing themes within the event to encourage new partnering opportunities among participants.

The first theme, the Marketplace Mall, featured 300 exhibitors showcasing the latest products and services for commercial properties. Additionally, the Cities of the World Pavilion, was created to highlight cities, municipalities and economic development corporations looking to discuss new and existing development opportunities in their communities.

During June, we produced the first of 5 annual events awarded to GES in the fourth quarter of 2011 by the American Wind Energy Association. The WINDPOWER Conference & Exhibition, the world's largest wind energy event, took place in Atlanta and represents a notable competitive win for GES.

Over the next 4 years of the contract, GES will produce wind power annual conferences in Chicago, Las Vegas, Orlando and New Orleans.

Our ability to attract new business is driven by the capabilities that we can provide our clients, including our national and global reach, as well as the leading edge customer service that we are known for in the industry. We are pleased to have produced our initial wind power event and we look forward to providing even more efficiencies and positive ROI to conference participants in the coming years.

Tonight, eyes and ears around the world will be glued to television sets to watch the opening ceremonies of the 2012 London Olympic Summer Games. Melville, the U.K.-based unit of our Marketing & Events group, has been contracted to provide a wide variety of services in a large number of venues throughout Great Britain to ensure the successful and seamless execution of the London Games.

As you may recall, we did some significant work at the 2010 Vancouver Winter Games, including building the Canadian pavilion for the host nation. Melville is the market leader in the U.K.

and it has secured a good portion of the London Summer Games' business because it has the expertise and the capabilities to successfully execute on an event of this magnitude. We are honored to have a hand in this iconic international event.

As I said earlier, creativity is an important component of the service that we provide to all of our clients. Earlier in the year, we won an American Business Award for our design marketing efforts for IDEX, a new client and leading veterinary care company.

The American Business Awards, or Stevies, are the nation's premier awards program. More than 3,000 nominations from organizations of all sizes and in virtually every industry were submitted this year for consideration in a wide range of categories.

GES' designers and marketing experts integrated IDEX's engaging Thrive concept into every touch point of its presence at the North American Veterinary Conference, helping IDEX market to veterinary professionals that the company could help them improve the health of their patients and the health of their practices. The fully integrated Thrive campaign also won the Best of Show Award at the 2012 North American Veterinary Conference and clearly demonstrates the creative capabilities that differentiate GES.

As it relates to Travel & Recreation Group, we look forward to a strong peak season and are excited to have online our most recently acquired properties, Alaska Denali Travel, the Banff International Hotel and the St. Mary Lodge & Resort.

It is early, but so far we have seen an increase in visitors at Brewster's attractions and in the number of room nights sold in and around Glacier National Park. Also, Alaska Denali Travel is off to a solid start with a strong advanced bookings for the remainder of its operating seasons.

We have an experienced and dedicated team of operating -- operators managing our travel and recreation facilities. I'd like to thank them for the great deal of time, energy and resources they have devoted to get all of our operations ready for the 2012 summer vacation season.

We go into it with high expectations.

We operate an integrated collection of unique hotels and resorts, recreational attractions, sight-seeing and ground transportation operations, and package tour services that serve the needs of regional and long-haul visitors to iconic natural destinations in and adjacent to national parks in North America. These locations have strong perennial visitation, and our integrated operating model and approach to market allow us to drive both economies of scale and scope.

Through our refresh, build and buy growth strategy, we are making steady progress in bulking up this high-margin group. Our first priority under this strategy is to continue to grow in our existing markets, and second, to enter new markets with similar dynamics and ample opportunities to obtain meaningful in-market scale.

We have successfully completed 4 acquisitions in the past 1.5 years and continue to have an active acquisition pipeline. In addition to acquisitions, we continue to make progress with our build-and-buy initiatives.

In early July, we started construction on the Glacier Discovery Walk attraction in Jasper National Park in Alberta, Canada. The Glacier Discovery Walk will provide an immersive, interpretive guided experience, focusing on the unique ecosystem, glaciology, and the natural and aboriginal history of the Columbia Icefield area in the Canadian Rockies.

We look forward to its opening in mid-2013. At our Grouse Mountain Lodge in Glacier National Park, we recently completed a full renovation of the lobby, bar, grill and common areas, as well as 75 guestrooms, approximately half of the guestrooms at the lodge, with the remaining guestrooms scheduled for renovation in the next off season.

We are excited to showcase our renovations and have this property available at full capacity for the peak season. We firmly believe there are great opportunities in this business and we are dedicated to building a substantial business in this specialized travel segment.

All in all, we are pleased with the results of the quarter. With a strong focus on execution, tight control on discretionary spend and consistent dedication to customer service, I believe we've stepped it up a notch and are executing at a high level.

GES is generating momentum in acquiring new business and continues to maintain a very high retention rate with existing clients. I'm happy to report that exhibitor satisfaction rates with our services are even higher this year that they were last year at this time.

Customer satisfaction is an important priority and we continue to make measurable gains.

At this point, I'd like to turn the call back over to Ellen to update our guidance for the third quarter and full year of 2012. Ellen?

Thanks, Paul. Our current guidance reflects our best estimates based on information available at this time.

Marketing & Events Group full-year revenues are expected to grow at a single-digit rate compared to 2011, with mid single-digit growth in U.S. same-show revenues.

Show rotation is not expected to have a meaningful impact on full-year revenue.

Marketing & Events Group segment operating income is expected to increase by $9 million to $13 million driven primarily by continued improvements in U.S. segment profitability.

This is an increase from our prior operating income guidance reflecting a stronger-than-expected margin performance that we achieved during the second quarter.

Travel & Recreation Group full-year revenue is expected to increase by approximately 18% from 2011, and operating margins are expected to approximate 2011 margins of 19.8%.

The revenue growth versus 2011 reflects the acquisitions of the Banff International Hotel in March 2012, Alaska Denali Travel in September 2011 and St. Mary Lodge & Resort in June 2011, the availability of all rooms at Many Glacier Hotel following construction closures in 2011, and organic growth.

I'd also like to point out that this guidance is down slightly from our prior guidance as a result of a change in exchange rate assumptions. Our corporate activities expense is expected to be approximately $9 million; our full-year cash flow from operations is expected to approximate $45 million; and we expect full-year capital expenditures of approximately $42 million, which includes an estimated $12.5 million for construction of the Glacier Discovery Walk attraction.

And depreciation and amortization expense is expected to approximate $30 million.

For the quarter, we expect income before other items per share to be in the range of $0.73 to $0.83, up significantly from $0.06 per share in the 2011 quarter. Revenue is expected to be in the range of $277 million to $293 million, compared to $216.2 million in the 2011 quarter.

We expect segment operating income to be in the range of $26.5 million to $30 million, as compared to $5.4 million in the 2011 quarter.

We expect both business groups to see strong growth in revenues and operating income versus the 2011 third quarter. Year-over-year growth at our Marketing & Events Group is expected to be driven by positive show rotation, continued same-show growth, additional revenues related to the London Olympics and our ongoing focus on margin improvement.

Year-over-year growth at our Travel & Recreation Group is expected to be driven by the acquisitions of Alaska Denali Travel, and the Banff International Hotel as well as continued organic growth, including full availability of all rooms at Many Glacier Hotel. Additional details regarding our 2012 outlook can be found in the earnings press release.

And with that, let's open the call up for questions.

Paul, I wanted to ask a little bit about the Marketing & Events Group. When you look at the margins there, is it -- it looked like there was upside to the guide this quarter on how the margins performed there and it was nice to see.

I wanted to get your thoughts on what you expect kind of incremental margins in the trade show business to be kind of over the next couple of years, hopefully as we continue to see growth in that business?

Yes. That's a good question, and margins has been a key area of focus in our Marketing & Events business.

So we have been working very hard to get back to more of our historical margins in this business of 5%. And that's taken a lot of hard work in doing a lot of things with our labor management, having some of our old labor contracts, I think as we've talked before, roll off and seeing better outcomes to those, much more aligned with the current economy.

We're also looking at things that we can do with our service delivery network to continue to consolidate and reduce our footprint and reduce our overhead costs. So I think we've had good success so far this year.

I think Steve and his team are doing a great job focusing on those key initiatives to help us drive margins. Steve, would you add to that because I think you've got a lot of good things to talk about there.

Yes. Thanks, Paul.

John, our 2 primary initiatives of the company right now are around labor-management productivity and then also, the project that we call the service delivery network. The goal of the service delivery network is really to improve the cost structure of the business and improve the efficiency of our warehousing operations.

And this is a multiyear initiative, and we've really addressed less than half of the facilities so far in the initiative. In 2011 and '12, we've actually reduced our overall footprint by roughly 300,000 net square feet across 6 different cities.

And since we've began the process or this initiative, we've reduced over 1 million square feet to date. So we think there's more opportunity there.

Additionally, it's not only just optimizing the facility space. We're gaining a lot of efficiencies by consolidating some of the key functions in certain geographies.

Our second initiative around labor management, as Paul mentioned, in the last 12 months we've successfully reached kind of mutually favorable agreements with our labor unions in many of the U.S. cities.

Those more accurately reflect today's economic reality compared to some of the agreements that were reached previously. And those allow us to minimize that labor increase -- labor rate increase for future years.

But also, those agreements include favorable changes to the work rules that help us out as well. Beyond that, the onus is on us to improve productivity.

And when you've seen some of the gains we've had this quarter in better planning and better executing of the events, and I would expect that to continue.

I think the net-net, John, back to your original question is that we certainly expect 20-plus percent throughput on incremental revenue and continue to look for ways to increase that throughput base of the initiatives that Steve was just talking about.

Great, that's very helpful. And then when you guys think about 2013, I know it's early, but how should we think about show rotation at all?

Is there any initial view of what to expect there?

It will be a down-rotation year for GES because we don't have IMTS or CONEXPO. And then 2014 becomes a very good upside rotational year because that's the one every -- one time every 6 years where both those shows occur.

So it's a down-rotation year but we expect to continue to aggressively move down the path in the various initiatives that we have in improving our cost structure and improving our operating margins, which will allow us, I think, to continue to grow during 2013 but also sets us up for even more positive results when we hit 2014 and that positive rotation year. So 2013 is challenged a little bit by being a down-rotation year but I think we are going a lot of really good things to get through that and will continue to set us up well for the future.

Steve, you have anything to add there?

No. I'll just say that we do have some headwinds in '13 but we expect some of the initiatives to offset some of that, and we look forward to 2014 when there's positive rotation, as well.

Got you. And then I guess just kind of last question, how long does the Discovery Walk, how long will that take before it's completed for you guys?

We started the project -- construction started within the last couple of weeks. We anticipate about 1 year of construction.

And so far, everything is going well. We don't anticipate any delays, but we hope to open up sometime in July of 2013.

So we'll catch most of the season, not the entire season, for that project. Michael, anything to add there?

No. I think you captured it, Paul.

I'd say it's towards the end of July that we're expecting it, early August next year to be open for business.

And how much CapEx this year and next year are you guys planning on going on for that projects?

We've estimated this year about $12.5 million, and next year around $5 million to complete the project. So a lot of the heavy lifting is going to be done this year and then a little quieter over the winter season, and then finish up in the spring of 2013.

I have just a question on acquisitions. You've been pretty active over the last year or so, and I'm just wondering how are you thinking about them?

What the pipeline looks like? Are valuations reasonable given all the world uncertainty and just what we -- what you're thinking there?

Thanks, Barry. Yes, we have completed 4 deals.

We have a good pipeline of deals. The criteria is obviously, it's got to be a good strategic fit.

Most of what we've been looking at is in the travel and rec space, given the margins and the returns that we see in that space. Our focus has been in things in and around our existing markets primarily, but also look to -- if there's a market out there that meets other criteria would consider that as well.

The second piece, of course, is a good cultural fit with our organization, and then we've got to find good valuation. So we've had a robust pipeline.

We've done some deals. We've walked away from some deals that didn't meet our economic criteria.

So we never say that anything's a sure thing, but certainly are excited about the opportunities that we have to continue to grow that business.

Just to wrap up then. Thank you, again.

Appreciate you participating on today's call. We've got a very, very busy third quarter and we look forward to discussing our results and progress on key initiatives in October with you.

Thanks, again, for being with us. Have a great day.