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  CORRESP

  May 31, 2024

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, N.E.

  Washington D.C. 20549

    Attn:

    Keira Nakada

Angela Lumley

    Re:

    Viad Corp

Form 10-K For Fiscal Year Ended December 31, 2023

File No. 001-11015

  Dear Ms. Nakada and Ms. Lumley,

  Viad Corp (the “Company”) hereby submits this letter in response to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission, dated May 20, 2024, with respect to the above referenced filing.

  For convenience of reference, the text of the Staff’s comment is set forth below, followed by the Company’s response.

  Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measure, page 27

  1.	We note your present total segment operating income, which is a non-GAAP measure and should be reconciled to the most directly comparable GAAP measure. However, once reconciled it would appear such measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for “Corporate” expenses appears to present non-GAAP measures that exclude normal, recurring, cash operating expenses. Therefore, please revise to remove this measure from your periodic filings, and Form 8-K earnings releases. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04 of the non-GAAP C&DIs.

  Response: The Company respectfully acknowledges the Staff’s comment and will remove disclosures referencing total segment operating income from its future periodic filings and Form 8-K earnings releases beginning with the Form 10-Q and Form 8-K earnings release for the period ending June 30, 2024 to conform with Item 10(e)(1)(i)(B) of Regulation S-K and Questions 100.01 and 104.04. Please see the revised presentation set forth in Appendix 1 to this letter.

  Please do not hesitate to contact me at (602) 207-1051 or eingersoll@viad.com with any questions you may have with respect to the foregoing.

  Sincerely,

  /s/ Ellen Ingersoll

  Ellen Ingersoll

  Chief Financial Officer

  cc: 	Jonathan Massimino, Viad Corp

  Deloitte & Touche LLP, Tempe, Arizona

  The Audit Committee of the Board of Directors of Viad Corp

  Appendix 1 to the letter dated May 20, 2024

  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  Financial Highlights

    Year Ended December 31,

    (in thousands, except per share data)

    2023

    2022

    % Change
2023 vs. 2022

    Total revenue

    $

    1,238,680

    $

    1,127,311

    9.9

    %

    Net income attributable to Viad

    $

    16,017

    $

    23,220

    (31.0

    )%

    Segment operating income (1)

    $

    108,443

    $

    68,944

    57.3

    %

    Diluted income per common share from continuing operations attributable to Viad common stockholders

    $

    0.34

    $

    0.52

    (34.6

    )%

  (1)Refer to Note 24 – Segment Information of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2023 Form 10-K) for a reconciliation of the non-GAAP financial measure, segment operating income, to the most directly comparable GAAP measure.

  •Total revenue increased $111.4 million, primarily due to increased revenue at GES of $60.4 million attributable to improved demand for exhibition management and experiential marketing services, offset in part by the sale of substantially all of the assets of GES’ United States audio-visual production business, ON Services, in December of 2022, which contributed revenue of $50.9 million during 2022, and negative show rotation of approximately $23 million. Pursuit revenue increased $51.0 million, which was driven primarily by stronger international visitation.

  •Net income attributable to Viad decreased $7.2 million, primarily due to a pre-tax gain on sale of ON Services of $19.6 million in 2022 as well as higher interest expense, net, of $13.1 million and higher income tax expense of $8.8 million, offset in part by higher segment operating income.

  •Segment operating income increased $39.5 million, primarily due to higher revenue at GES and Pursuit.

  Pursuit

  The following table presents a comparison of Pursuit’s reported revenue and segment operating income for the years ended December 31, 2023 and 2022.

    Year Ended December 31,

    (in thousands)

    2023

    2022

    % Change
2023 vs. 2022

    Revenue(1):

    Pursuit:

    Attractions

    $

    190,437

    $

    153,575

    24.0

    %

    Hospitality

    143,961

    130,303

    10.5

    %

    Transportation

    12,839

    12,798

    0.3

    %

    Other

    3,048

    2,651

    15.0

    %

    Total Pursuit

    $

    350,285

    $

    299,327

    17.0

    %

    Segment operating income (2):

    Total Pursuit

    $

    53,381

    $

    24,031

    **

  ** Change is greater than +/- 100%

  (1)Revenue by line of business does not agree to Note 2 – Revenue and Related Contract Costs and Contract Liabilities of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2023 Form 10-K) as the amounts in the above table include product revenue from food and beverage and retail operations within each line of business.

  (2)Refer to Note 24 – Segment Information of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2023 Form 10-K) for a reconciliation of the non-GAAP financial measure, segment operating income, to the most directly comparable GAAP measure.

  GES

  The following table presents a comparison of GES’ reported revenue and segment operating income for the years ended December 31, 2023 and 2022:

    Year Ended December 31,

    (in thousands)

    2023

    2022

    % Change
2023 vs. 2022

    Revenue:

    GES:

    Spiro

    $

    283,171

    $

    277,641

    2.0

    %

    GES Exhibitions

    614,418

    557,880

    10.1

    %

    Intersegment eliminations

    (9,194

    )

    (7,537

    )

    (22.0

    )%

    Total GES

    $

    888,395

    $

    827,984

    7.3

    %

    Segment operating income (1)

    Spiro

    $

    23,723

    $

    23,133

    2.6

    %

    GES Exhibitions

    31,339

    21,780

    43.9

    %

    Total GES

    $

    55,062

    $

    44,913

    22.6

    %

  (1)Refer to Note 24 – Segment Information of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2023 Form 10-K) for a reconciliation of the non-GAAP financial measure, segment operating income, to the most directly comparable GAAP measure.

  Non-GAAP Measure

  In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose segment operating income (loss) as a non-GAAP financial measure. Our use of segment operating income (loss) is supplemental to, but not as a substitute for, other measures of financial performance reported in accordance with GAAP. As not all companies use identical calculations, segment operating income (loss) may not be comparable to similarly titled measures used by other companies. We believe that our use of segment operating income (loss) provides useful information to investors regarding our results of operations for trending, analyzing, and benchmarking our performance and the value of our business.

  “Segment operating income (loss)” is “net income (loss) attributable to Viad” before income (loss) from discontinued operations, corporate activities, net interest expense, income taxes, gains or losses from sales of businesses, restructuring charges, impairment charges, and certain other corporate expenses and charges that are not allocated to the reportable segments, and the reduction for income (loss) attributable

  to noncontrolling interests. Segment operating income (loss) is used to measure the profit and performance of our operating segments to facilitate period-to-period comparisons. Refer to Note 24 – Segment Information of the Notes to Consolidated Financial Statements (Part II, Item 8 of this 2023 Form 10-K) for a reconciliation of segment operating income (loss) to income (loss) from continuing operations before income taxes.

  We believe segment operating income (loss) is a useful operating metric as it eliminates potential variations arising from taxes, debt service costs, impairment charges, restructuring charges, strategic dispositions, the reduction of income (loss) attributable to non-controlling interests, and the effects of discontinued operations, resulting in an additional measure considered to be indicative of our ongoing operations and segment performance. Although we use segment operating income (loss) to assess the performance of our business, the use of this measure is limited because this measure does not consider material costs, expenses, and other items necessary to operate, or resulting from, our business. As segment operating income (loss) does not consider these items, net income (loss) attributable to Viad should be considered as an important measure of financial performance because it provides a more complete measure of our performance.