FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to ______________
Commission File Number 1 - 2380
-------------
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
AVIALL, INC. EMPLOYEE SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
Aviall, Inc.
2750 Regent Blvd
DFW Airport, Texas 75261
Page 1 of 21
The Exhibit Index appears on Page 18
REQUIRED INFORMATION
The financial statements listed in the accompanying index on page 3 are filed as
part of this Form 11-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Administration Committee of the Plan has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly authorized.
AVIALL, INC. EMPLOYEE SAVINGS PLAN
By: /s/ Jeffrey J. Murphy
----------------------------------------
Jeffrey J. Murphy
Chairman, Aviall, Inc. Employee Savings
Plan
By: /s/ Colin M. Cohen
----------------------------------------
Colin M. Cohen
Vice President and Chief Financial
Officer
By: /s/ Jacqueline K. Collier
----------------------------------------
Jacqueline K. Collier
Vice President and Controller, Aviall,
Inc.
Date: June 30, 2003
2
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
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Page
----
Report of Independent Auditors...............................................................................4
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001........................5
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2002.......................................................................................6
Notes to Financial Statements................................................................................7
Supplemental Schedules:
Schedule G, Part III - Nonexempt Transactions for the Year Ended
December 31, 2002......................................................................................16
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
as of December 31, 2002................................................................................17
All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable or
are not required.
3
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of
the Aviall, Inc. Employee Savings Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Aviall, Inc. Employee Savings Plan (the "Plan") as of December 31, 2002
and 2001, and the changes in net assets available for benefits for the year
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Nonexempt
Transactions and Assets Held for Investment Purposes are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Dallas, Texas
June 27, 2003
4
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
-------------------------
2002 2001
----------- -----------
ASSETS
Investments (see Note 3) $23,971,617 $25,282,693
Receivables
Participant contributions -- 196
Employer contributions 33 --
----------- -----------
Total assets 23,971,650 25,282,889
----------- -----------
LIABILITIES
Excess participant contributions 5,297 --
Excess employer contributions -- 294
Other liabilities 1,269 2,967
----------- -----------
Total liabilities 6,566 3,261
----------- -----------
Net assets available for benefits $23,965,084 $25,279,628
=========== ===========
See accompanying notes to financial statements.
5
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
Year ended
December 31, 2002
-----------------
Additions:
Additions to net assets attributed to:
Investment income (loss):
Net depreciation in fair value of investments (see Note 3) $ (2,720,300)
Interest 347,046
Dividends 335,575
------------
(2,037,679)
------------
Contributions:
Participant 2,014,464
Employer 529,918
------------
2,544,382
------------
Total additions 506,703
------------
Deductions:
Deductions from net assets attributed to:
Distributions and other 1,785,150
Plan fees and expenses 36,097
------------
Total deductions 1,821,247
------------
Net decrease (1,314,544)
Net assets available for benefits:
Beginning of year 25,279,628
------------
End of year $ 23,965,084
============
See accompanying notes to financial statements.
6
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Aviall, Inc. Employee Savings Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information.
GENERAL
The Plan, sponsored by Aviall, Inc. ("Aviall" or the "Company") was
established on December 7, 1993 in accordance with and subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The Plan is a defined contribution plan and, as such, is
subject to some, but not all, of the provisions of ERISA. It is
excluded from coverage under Title IV of ERISA, which generally
provides for guaranty and insurance of retirement benefits, and it is
not subject to the funding requirements of Title I of ERISA. The Plan
is, however, subject to those provisions of Title I and II of ERISA
that, among other things, require that each participant be furnished
with an annual financial report and a comprehensive description of the
participants' rights under the Plan, set minimum standards of
responsibility applicable to fiduciaries of the Plan, and establish
minimum standards for participation and vesting.
Participation in the Plan is voluntary. Participants may make elective
contributions to the Plan beginning on their date of hire, but must
have one year of qualified service and be at least 21 years of age
before receiving employer matching contributions. In general, new
employees of the Company are eligible to participate in the Plan.
PLAN INVESTMENTS
The Plan is a self-trusteed plan with The 401(k) Company as
recordkeeper. Plan assets are held by various investment fund houses in
separate investment accounts.
Participants may elect to contribute to, or transfer among, any of the
funds except for the Aviall Stock Restricted Shares Fund. Earnings are
allocated based on number of shares attributed to participants'
accounts.
Aviall Stock Restricted Shares Fund: The fund consists of Aviall, Inc.
common stock contributed by the Company in 1998 through a one-time
grant of shares to eligible employees, as defined in the 1997 Plan
amendment. The fund is not a participant directed fund and, as such,
participants do not have access to the fund while employed with the
Company.
Aviall Common Stock Fund: The fund consists of Aviall, Inc. common
stock that is purchased on a regular and continuous basis on the open
market, and a money market fund that is used to facilitate stock
purchases and liquidations. On May 1, 2001, the Aviall Common Stock
Fund moved from a unitized accounting method to a share accounting
method. Under the share accounting method, participants own actual
shares within the fund rather than owning a percentage of all the stock
in the fund.
7
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Washington Mutual Investors Fund A: The fund is a large-cap value fund
that seeks current income as well as growth opportunity. The fund
invests primarily in stocks of U.S. companies.
EuroPacific Growth Fund A: The fund is an international equity fund
that seeks long-term capital growth. The fund invests primarily in
stocks of companies based outside the U.S. Normally, at least 80% of
the fund's assets are invested in securities of companies based in
Europe or the Pacific Basin.
Dreyfus Premier Emerging Markets A: The fund is an emerging regional
fund that seeks long-term growth. The fund invests primarily in stocks
of companies domiciled in emerging market countries. The fund was
introduced to the Plan on October 1, 2002.
Templeton Developing Markets Trust A: The fund is an emerging regional
fund that seeks long-term capital growth. The fund invests primarily in
foreign stock of issuers in countries with developing markets. The fund
was liquidated from the Plan on October 1, 2002 and replaced by the
Dreyfus Premier Emerging Markets A Fund.
Franklin Balance Sheet Investment A: The fund is a small-cap value fund
that seeks capital appreciation. The fund invests primarily in stocks
of U.S. companies that the fund managers believe are undervalued in the
marketplace.
Franklin Real Estate Securities Fund A: The fund is an equity sector
fund that seeks to maximize total return. The fund invests primarily in
stocks of U.S. companies operating in the real estate industry.
Massachusetts Investors Growth Stock Fund A: The fund is a large-cap
growth fund that seeks long-term growth and future income. The fund
invests primarily in stocks of large companies that the fund managers
believe offer above-average prospects for long-term growth.
Lord Abbett Developing Growth Fund A: The fund is a small-cap growth
fund that seeks long-term capital appreciation. The fund invests
primarily in stocks of small U.S. companies that the fund managers
believe have above-average, long-term growth potential.
PIMCO Total Return Fund A: The fund is an intermediate-term high
quality bond fund that seeks maximum total return consistent with
capital preservation. The fund invests primarily in intermediate-term,
investment grade bonds, including securities issued or guaranteed by
the U.S. government.
ING International Small-Cap Growth Fund A: The fund is an international
equity fund that seeks long-term capital growth. The fund invests
primarily in small companies outside the U.S. but may also invest in
U.S. companies.
Stable Value Fund: The fund seeks consistent, positive returns while
preserving principal and maintaining liquidity. The fund invests in a
diversified portfolio of investment contracts with insurance companies,
banks, or other financial institutions.
8
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
CONTRIBUTIONS, VESTING AND FORFEITURES
The Plan was established in accordance with Sections 401(a) and 401(k)
of the Internal Revenue Code ("IRC"). The Plan entitles nonhighly
compensated employees to defer up to 50% of their pre-tax compensation
up to the maximum annual limit as determined by the IRC. Highly
compensated employees as defined under IRC Section 414(q) may defer
pre-tax compensation only up to the percentage allowed pursuant to the
nondiscrimination tests. The maximum employee contribution for 2002 is
$11,000 and for 2001 is $10,500, and is limited by law. Effective for
plan years beginning on and after January 1, 2002, participants who are
age 50 or older by the end of the plan year and who cannot contribute
additional amounts to the Plan due to either a plan limit or certain
statutory limits, may contribute an additional amount to the Plan as a
"catch-up contribution." The maximum catch-up contribution for 2002 is
$1,000. The Company does not match catch-up contributions. Prior to
July 1, 2001, the Company matched 50% of the employee's annual
contribution up to $400 per person based on certain requirements.
Effective July 1, 2001, the Company matches 50% of the employee's
contribution limited to the first 5% of employee compensation per pay
period.
Participants are immediately 100% vested in the earnings of their
individual contributions to the Plan. Participants vest 25% per year in
Company contributions and the earnings attributable to such
contributions beginning with their second year of service, and are 100%
vested in their fifth year of service. Vesting in Company contributions
also occurs upon attainment of retirement age, death or disability.
Upon a distribution to a participant, nonvested Company contributions
are forfeited and are used to offset future Company contributions. At
December 31, 2002, there were $12,060 of forfeitures that will be used
to offset future Company contributions.
In 1997, the Plan was amended to allow the Company to make
discretionary contributions of Company common stock to the Plan. Such
contributions, when made, are fully-vested and nonforfeitable. In 1998,
the Company made a discretionary contribution of 50 shares of Company
common stock to all eligible employees as defined in the amendment.
This contribution is included in the Aviall Stock Restricted Shares
Fund and cannot be directed by the participants.
All contributions to the Plan are deposited in the trust. At the
employee's option, contributions are directed into separate participant
directed investment funds, as discussed above.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution, the Company's matching contribution, as eligible, and the
allocation of the investment fund earnings, as well as charged with
loan fees, as applicable.
ROLLOVERS
Distributions from another qualified plan can be transferred into the
Plan. In 2002, rollover accounts in the amount of $86,198 were
transferred into the Plan and are included in participant contributions
on the statement of changes in net assets available for Plan benefits.
9
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
PAYMENT OF BENEFITS
In the event of a participant's termination of employment, disability
or death, the participant or beneficiary shall receive an amount equal
to the vested account balance of the participant's account in a
lump-sum payment. Upon a participant's death or retirement due to total
and permanent disability, a participant's Plan account balance
immediately becomes fully vested and nonforfeitable.
Upon a participant's retirement date, a participant's Plan account
balance immediately becomes fully vested and nonforfeitable. A
participant's retirement date is defined as the later of the date upon
which a participant attains age 65 or the fifth anniversary of the date
the participant commenced participation in the Plan. Upon retirement, a
lump-sum payment of the participant's account balance shall be made as
soon as administratively practicable following the valuation date
coinciding with or immediately following the participant's retirement
date.
In no event shall a distribution be made later than 60 days after the
close of the plan year in which the latest of the following events
occurs: the date the participant attains or would have attained age 65
(or if earlier the participant's retirement date), the tenth
anniversary of the participant's participation in the Plan, or the
participant's termination of employment.
Lump-sum payments of $5,000 or less are made at the request of a
participant or beneficiary, or annually upon the failure of a
participant or beneficiary to respond to the recordkeepers request for
payment instructions within the specified time frame. For payments
greater than $5,000, consent of the participant or beneficiary is
required.
The Plan allows hardship withdrawals for the following reasons:
(1) Payment of catastrophic medical expenses;
(2) Purchase of a principal residence;
(3) Payment of tuition of post secondary education;
(4) Payments to prevent the eviction or foreclosure of principal
residence; or
(5) Any other reason deemed a financial hardship by the Internal
Revenue Service ("IRS").
Certain restrictions are placed on participants withdrawing from the
Plan. Such restrictions include:
(1) The amount withdrawn may not exceed the amount of immediate
financial need;
(2) The participant must obtain all nontaxable loans available
under the Plan prior to applying for hardship withdrawal;
(3) The participant must limit tax-deferred and other elective
contributions under the Plan for the next taxable year to the
applicable limit under section 402(g) of the IRC, minus the
employee's elective contributions for the year of the hardship
distribution; or
10
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(4) The participant may not make tax-deferred contributions and
other elective or voluntary contributions to the Plan for at
least 12 months after the receipt of the hardship withdrawal
or, effective January 1, 2002, for hardship withdrawals
distributed in 2001, 6 months after the receipt of the
hardship withdrawal or January 1, 2002, if later or, for
hardship withdrawals distributed after December 31, 2001, 6
months after the receipt of the hardship withdrawal.
There were no distributions or withdrawals which had been approved but
remained unpaid as of December 31, 2002 and 2001.
LOANS
An active participant with a vested account balance of at least $2,000
may borrow from their account. Loans are limited to 50% of the vested
account balance and are collateralized by the participant's vested
account balance. Loans must be at least $1,000 but not greater than
$50,000. In general, loans must be repaid within five years through
payroll deductions, unless utilized for the purchase or construction of
a principal residence, in which case the maximum repayment term is 10
years. Loans accrue interest at a rate equal to the applicable treasury
note rate plus 4.0% fixed for the term of the loan. Such rates range
from 5.76% to 10.84% for loans outstanding at December 31, 2002. All
principal and interest repayments are allocated to the Plan's
investment funds based on the participant's investment elections at the
time of repayment. Loans that are granted and repaid in compliance with
the Plan provisions will not be considered distributions to the
participant for tax purposes.
Under the Plan's loan provisions, participants are allowed to have up
to two loans outstanding at a given time. Aviall, Inc. stock classified
as "restricted" (Aviall Stock Restricted Shares Fund) is disqualified
from being used to calculate loanable account balances or fund loans
unless otherwise determined by the Plan Administrator. Additionally,
the Plan, as amended, does not allow loans to be refinanced.
PLAN TERMINATION
The Company expects to continue the Plan indefinitely but reserves the
right to terminate the Plan at any time and for any reason. Upon
termination of the Plan, all benefits shall be nonforfeitable and fully
vested, and each participant shall be entitled to the entire amount
credited to his account. Payments shall be made by the trustee in a
nondiscriminatory manner as directed by the Retirement Committee of the
sponsor.
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis
of accounting. Purchases and sales of securities are recorded on a
trade date basis, and dividends are reinvested at the date-of-record
market price.
11
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
PLAN FEES AND EXPENSES
The Company paid all brokerage, administrative and recordkeeping fees
for the Plan. Loan fees, when applicable, and administrative fees
related to the Stable Value fund, when applicable, were charged to the
Participant accounts and were the only expenses paid with Plan assets.
Additionally, certain administrative services were performed by the
Company at no cost to the Plan.
PARTICIPANT LOANS RECEIVABLE
Participant loans receivable represent cash advances to participants of
the Plan less any payments made.
INVESTMENTS AND INVESTMENT INCOME
The Plan's investments are exposed to various risks, such as interest
rate, market and credit risks. Due to the level of risk associated with
investments in mutual funds and stocks, it is at least reasonably
possible that changes in the values of such investments will occur in
the near term and that such changes could materially affect
participants' account balances and the amounts reported in the
statements of net assets available for benefits.
The Plan's investments are stated at fair value, using quoted market
prices, except for participant loans, which are valued at cost.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME
Gains and losses on securities transactions are recorded on a current
value basis. For purposes of reporting under ERISA, gains and losses on
investments sold are calculated as sales proceeds less current value of
such investments at the beginning of the Plan year or acquisition cost
if acquired during the Plan year. Unrealized gains and losses are
calculated as current value of investments at the end of the Plan year
less current value at the beginning of the Plan year or acquisition
cost if acquired during the Plan year.
USE OF ESTIMATES
The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the use of estimates and assumptions that affect the
reported amounts of net assets available for benefits and the related
changes in net assets available for benefits. Actual results could
differ from those estimates.
12
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
Investments held by the Plan at December 31, 2002 and 2001 consisted of
the following:
2002 2001
------------ ------------
Current Current
Value Value
------------ ------------
Mutual funds $ 15,213,121 $ 17,076,957
Money market funds 222 1,604
Pooled investment funds 5,926,908 4,968,534
Common stock 2,060,446 2,574,354
Participant loans receivable 769,873 660,090
Cash 1,047 1,154
------------ ------------
$ 23,971,617 $ 25,282,693
============ ============
The following presents investments that represent 5% or more of the
Plan's net assets at December 31, 2002 and 2001:
December 31,
-----------------------------
2002 2001
------------ ------------
Aviall, Inc. Common Stock Funds:
Aviall, Inc. Common Stock (246,241 and 330,874 shares,
respectively) $ 1,982,243 $ 2,498,099
Aviall Stock Restricted Shares (9,715 and 10,100 shares,
respectively) * $ 78,203 $ 76,255
Washington Mutual Investors A Fund (193,739 and 179,657
shares, respectively) $ 4,554,815 $ 5,075,325
EuroPacific Growth A Fund (52,763 and 52,092 shares,
respectively) $ 1,211,986 $ 1,399,729
Franklin Balance Sheet Investment A Fund (38,159 and 32,708
shares, respectively) $ 1,415,336 $ 1,308,985
Massachusetts Investors Growth Stock A Fund (319,988 and
323,025 shares, respectively) $ 2,953,491 $ 4,163,799
Lord Abbett Developing Growth A Fund (92,518 and 96,976
shares, respectively) $ 990,869** $ 1,474,042
PIMCO Total Return A Fund (207,422 and 179,965 shares,
respectively) $ 2,213,200 $ 1,882,436
Stable Value Funds:
INVESCO Trust Company Stable Value Fund (5,926,908
and 4,968,534 shares, respectively) $ 5,926,908 $ 4,968,534
Money Market Accounts (222 and 1,604 shares, respectively) $ 222 $ 1,604
* Nonparticipant directed.
** Does not represent 5% or more of the Plan's net assets, shown for
comparative purposes only.
13
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
During 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $2,720,300 as follows:
Mutual funds $ (2,886,485)
Common stock 166,185
------------
$ (2,720,300)
============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
December 31,
---------------------------
2002 2001
------------ ------------
Net assets:
Common stock $ 78,203 $ 76,255
------------ ------------
$ 78,203 $ 76,255
============ ============
Year ended
December 31,
2002
------------
Changes in net assets:
Net appreciation in fair value $ 4,902
Distributions (2,954)
------------
$ 1,948
============
5. TAX STATUS OF THE PLAN
The IRS granted a favorable letter of determination under the applicable
section of the IRC on September 1, 1995 and, therefore, the trust is
exempt from taxation under Section 501(a) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. Generally, contributions to a qualified plan are
deductible by the Company when made, earnings of the trust are tax exempt
and participants are not taxed on their benefits until withdrawn from the
Plan.
Management is unaware of any material variations in the operations of the
Plan from the terms of the Plan documents, including amendments.
Management believes the Plan, as amended, continues to qualify and
operate as designed in accordance with applicable sections of the IRC and
ERISA.
14
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. PARTY-IN-INTEREST TRANSACTIONS
The plan has not considered Company contributions to the Plan or benefits
accrued or paid by the plan for participants as party-in-interest
transactions. The Company provides certain accounting and administrative
services for which no fees are charged.
For the year ended December 31, 2002 and 2001, the Plan purchased 58,328
and 136,265 shares of Aviall, Inc. common stock, respectively, at a cost
of $573,499 and $912,471, respectively. The Plan sold 142,961 and 79,434
shares of Aviall, Inc. common stock, respectively, at a price of
$1,250,489 and $697,690, respectively.
For the year ended December 31, 2002 and 2001, the Plan sold 385 and 650
shares of Aviall, Inc. Restricted Shares, respectively, at a price of
$3,216 and $5,902, respectively.
15
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
SCHEDULE G, PART III
NONEXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------
Description of
Transaction Including
Identity Relationship to Plan, Maturity Date, Rate of Expenses Incurred Net Gain
of Party Employer or Other Interest, Collateral, Purchase Selling Lease in Connection Current (Loss) on
Involved Party-in-Interest Par or Maturity Value Price Price Rental with Transaction Cost Value Transaction
----------- --------------------- ---------------------- -------- ------- ------ ----------------- ---- ------- -----------
Aviall, Inc. Plan Sponsor Employer contributions N/A N/A N/A N/A $33 $33 N/A
not timely remitted for
December 31, 2002.
Deposited with custodian
on February 28, 2003.
16
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4i - FORM 5500
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2002
--------------------------------------------------------------------------------
(c)
(a) (b) Description of Investment including (e)
Party in Identity of Issue, Borrower, Lessor Maturity Date, Rate of Interest, (d) Current
Interest or Similar Party Collateral, Par or Maturity Value Cost** Value
------------- -------------------------------------------------- -------------------------------------- ---------- --------------
Corporate Common Stocks:
* Aviall, Inc. 246,241 shares $ 1,982,243
* Aviall, Inc. Restricted Shares 9,715 shares $79,522 78,203
Mutual Funds:
Washington Mutual Investors A Fund 193,739 shares 4,554,815
EuroPacific Growth A Fund 52,763 shares 1,211,986
Dreyfus Premier Emerging Markets A 24,594 shares 272,757
Franklin Balance Sheet Investment A 38,159 shares 1,415,336
Franklin Real Estate Securities A Fund 62,867 shares 1,013,425
Massachusetts Investors Growth Stock A Fund 319,988 shares 2,953,491
Lord Abbett Developing Growth A Fund 92,518 shares 990,869
PIMCO Total Return A Fund 207,422 shares 2,213,200
ING Int'l Small Cap Growth A Fund 31,336 shares 587,242
Pooled Investment Funds:
INVESCO Trust Company Stable Value Fund 5,926,908 shares 5,926,908
Money Market Funds:
Alliance Capital Reserve 222 shares 222
Cash:
Bank One Trust Account Balance at 12/31/02 1,025
Bank One Disbursement Account Balance at 12/31/02 22
* Participant Loans Interest rates range from 5.76% to
10.84% (Term not exceeding five
years for nonresidential loans and
ten years for residential loans) 769,873
--------------
Total Assets Held for Investment $ 23,971,617
==============
* Represents an investment with a party in interest.
** Disclosure of cost of investments is not required for participant directed
investments.
17
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
INDEX TO EXHIBITS
Exhibit
No. Description Page
------- ----------- ----
23 Consent of Independent Auditors 19
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as 20
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as 21
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18