<PAGE> 1
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, 1999
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.
2055 Diplomat Drive
Dallas, Texas 75234-8989
Page 1 of 19
The Exhibit Index appears on Page 18
<PAGE> 2
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/ Jacqueline K. Collier
--------------------------------------------
Jacqueline K. Collier
Vice President and Controller, Aviall, Inc.
Date: June 28, 2000
2
<PAGE> 3
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants............................................................................4
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998........................5
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1999.......................................................................................6
Notes to Financial Statements................................................................................7
Supplemental Schedules:
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
as of December 31, 1999................................................................................17
</TABLE>
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
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
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, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States. 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 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 the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Dallas, Texas
June 28, 2000
<PAGE> 5
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Investments, at fair value (Note 3) $30,339,074 $31,215,701
Income receivable 3,415 --
----------- -----------
Total assets 30,342,489 31,215,701
----------- -----------
LIABILITIES
Excess participant contributions 14 6,341
Excess employer contributions 17,273 1,312
Other liabilities 7,422 7,783
----------- -----------
Total liabilities 24,709 15,436
----------- -----------
Net assets available for benefits $30,317,780 $31,200,265
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended
December 31, 1999
-----------------
<S> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 1,414,263
Interest 344,939
Dividends 1,245,558
---------------
3,004,760
---------------
Contributions:
Participant 1,826,932
Employer 184,423
---------------
2,011,355
---------------
Total additions 5,016,115
---------------
Deductions:
Deductions from net assets attributed to:
Distributions and other 5,892,188
Plan fees and expenses 6,412
---------------
Total deductions 5,898,600
---------------
Net decrease (882,485)
Net assets available for benefits:
Beginning of year 31,200,265
---------------
End of year $ 30,317,780
===============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
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 which, 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. However, to participate in the
Plan, an employee must be 21 years of age. Participants may make elective
contributions to the Plan beginning on their date of hire but must have
one year of qualified service before receiving employer matching
contributions. In general, new employees of the Company are eligible to
participate in the Plan; however, employees of certain businesses sold
who were in a unit represented by a collective bargaining agent were
excluded from participation in the Plan unless the unit had negotiated
coverage under the Plan.
PLAN INVESTMENTS
Putnam Investments was the Plan trustee and custodian of Plan assets
during the period January 1, 1998 through June 30, 1998. On July 1, 1998,
the Plan became a self-trusteed plan with The 401K Company as
recordkeeper. Plan assets are held by various investment fund houses in
separate investment accounts. Plan assets in the Putnam Stable Value Fund
were transferred to a new stable value fund with The 401K Company. On
February 1, 1999, the Plan switched to several new mutual funds to offer
participants a wider range of investment options, no longer limited to
the Putnam fund family.
Participants may elect to contribute to, or transfer among, any of the
funds except for the Aviall Restricted Stock Fund established during
1998. Earnings are allocated based on number of shares attributed to
participants' accounts.
7
<PAGE> 8
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Aviall Restricted Stock 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 Stock Fund: The fund consists of Aviall, Inc. common stock, which
is purchased on a regular and continuous basis on the open market, and
money market funds, which represent participant contributions made to the
fund which have not been used to purchase shares. Stock is purchased in
whole shares, and participant contributions representing partial shares
are accumulated in the money market funds.
Washington Mutual Investors A: The fund is a large company value fund
that seeks current income as well as growth opportunity. The fund invests
in stocks of U.S. companies. The fund was introduced to the Plan in
February 1999.
EuroPacific Growth A: The fund is a foreign stock fund that seeks
long-term capital appreciation. The fund invests primarily in stocks of
companies outside the United States, with a minimum of 65% of its total
assets in companies located in Europe and the Pacific Basin. The fund was
introduced to the Plan in February 1999.
Templeton Developing Markets Trust A: The fund is an emerging market
stock fund that seeks long-term capital appreciation. The fund invests
primarily in foreign stock of issuers in countries with developing
markets. The fund was introduced to the Plan in February 1999.
Franklin Balance Sheet Investment A: The fund is a small company value
fund that seeks capital appreciation. The fund invests primarily in
stocks of U.S. companies that it believes are undervalued in the
marketplace. The fund was introduced to the Plan in February 1999.
Franklin Real Estate Securities A: The fund is a specialty real estate
fund that seeks to maximize total return. The fund invests primarily in
stocks of U.S. companies operating in the real estate industry. The fund
was introduced to the Plan in February 1999.
MFS Massachusetts Investors Trust A: The fund is a large company growth
fund that seeks current income as well as long-term growth. The fund
invests primarily in stocks of U.S. companies. The fund was introduced to
the Plan in February 1999.
Lord Abbett Developing Growth A: The fund is a small company growth fund
that seeks long-term growth. The fund invests primarily in stocks of
small U.S. companies that it believes will experience dramatic growth in
revenues or earnings and assets. The fund was introduced to the Plan in
February 1999.
PIMCO Total Return A: The fund is an intermediate-term bond fund that
seeks total returns consistent with capital preservation. The fund
invests primarily in bonds, including U.S. government and corporate
bonds. The fund was introduced to the Plan in February 1999.
8
<PAGE> 9
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Pilgrim International Small Cap Growth A: The fund is a foreign stock
fund that seeks long-term capital appreciation. The fund invests
primarily in stocks of foreign small companies. The fund was introduced
to the Plan in February 1999.
Putnam Voyager Fund: The fund consists primarily of common or capital
stock, though it may invest in other types of securities, including
convertible bonds, convertible preferred stock, warrants, preferred
stock, or debt securities. The fund was liquidated in February 1999.
Putnam Fund for Growth and Income: The fund consists primarily of
investments in attractively priced stocks that offer long-term growth
potential while also providing income. The fund was liquidated in
February 1999.
Putnam OTC Emerging Growth Fund: The fund consists primarily of
investments in over-the-counter stocks of small to medium-sized emerging
growth companies. The fund was liquidated in February 1999.
Putnam Diversified Income Trust: The fund invests primarily in
interest-paying bonds from the U.S. government, high-yield, and
international sectors to seek current income consistent with capital
preservation. The fund was liquidated in February 1999.
Putnam International Growth Fund: The fund consists primarily of
investments in stocks of companies located outside of the United States
to seek capital appreciation. The fund was liquidated in February 1999.
Putnam Stable Value Fund: The fund consists of investments in
high-quality annuity (or similar) investment contracts issued by
insurance companies or banks. The fund was liquidated in May 1998 as part
of the transition to The 401K Company. Plan assets were placed in a
Putnam Short Term Investment Fund until the transfer to the Stable Value
Fund in July 1998.
Stable Value Fund: The fund consists of investments in a diversified
portfolio of investment contracts with insurance companies, banks or
other financial institutions as well as investments in money market
accounts. The Fund was introduced in July 1998.
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 15% of their pre-tax compensation.
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 1999
and 1998 is $10,000 each year and is limited by law. The Company matches
50% of the employee's annual contribution up to $400 per person based on
certain requirements.
9
<PAGE> 10
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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. In 1999, there were $21,042 of
forfeitures which 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 1999 and 1998, rollover accounts in the amount of $138,848 and
$40,513, respectively, were transferred into the Plan and are included in
employee contributions on the statement of changes in net assets
available for Plan benefits.
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 value of their account in a lump-sum payment. Upon disability
or death, a participant's Plan account balance immediately becomes fully
vested. The lump-sum payment shall be automatically made within 90 days
of the distribution value date for amounts less than $5,000. For amounts
greater than $5,000, consent of the participant or beneficiary is
required.
Upon a participant's attainment of retirement age, a participant's Plan
account balance immediately becomes fully vested and nonforfeitable.
Retirement age is defined as the earlier of the date on which a
participant attains age 65 or the date on which a participant has both
attained age 55 and completed at least 10 years of service. A lump-sum
payment of the participant's account balance shall be made within 90 days
of the distribution value date.
10
<PAGE> 11
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The Plan allows hardship withdrawals for the following reasons:
(1) Payment of 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;
(5) Payment of income taxes;
(6) Payments for custodial rights expenses;
(7) Payments for expenses incurred by natural disaster;
(8) Payment of funeral expenses;
(9) Loss of income resulting from bad health or disability; and
(10) 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.
(4) The participant may not make tax-deferred contributions and
other elective or voluntary contributions to the Plan for
at least 12 months after receipt of the hardship
withdrawal.
There were no distributions or withdrawals which had been approved but
remained unpaid as of December 31, 1999 and 1998.
LOANS
After participating in the Plan, or a combination of the Plan and another
employer's qualified Plan for a minimum of 24 months, a participant may
borrow from their vested account balance. Loans are limited to 50% of the
vested account balance and are collateralized by the participant's vested
account balance. Loans must be greater than $1,000 but less than $50,000.
In general, loans must be repaid within five years through payroll
deductions, unless utilized for a principal residence, in which case the
Retirement Committee of the Plan determines the term. Loans accrue
interest at a rate which is comparable to that of most major lending
institutions. Such rates range from 6.0% to 10.11% for loans outstanding
at December 31, 1999. 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 which are granted and repaid in
compliance with the Plan provisions will not be considered distributions
to the participant for tax purposes.
11
<PAGE> 12
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
For the period January 1, 1996 through June 30, 1998, the Plan's loan
provisions allowed participants to have no more than one loan outstanding
at a given time. Participants with more than one loan outstanding prior
to January 1, 1996 were not required to consolidate existing loans.
Participants with loans outstanding issued after January 1, 1996 could
obtain new loans provided that the proceeds of the new loan were used to
repay the old loan.
Effective July 1, 1998, the Plan's loan provisions were amended to allow
participants to have up to two loans outstanding at a given time. The
amendment also disqualifies Aviall, Inc. stock classified as "restricted"
(Aviall Restricted Stock Fund) 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, cost is determined based on historical average cost, and
dividends are reinvested at the date-of-record market price.
PLAN FEES AND EXPENSES
The Company paid all brokerage, administrative and recordkeeping fees for
the Plan. Loan fees, 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.
12
<PAGE> 13
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
INVESTMENT VALUATION
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 generally
accepted accounting principles 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.
FINANCIAL STATEMENT PRESENTATION
On September 15, 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters ("SOP 99-3") which, among other things, eliminated
previous requirements for defined contribution plans to present plan
investments by general type for participant-directed investment programs
and to disclose participant-directed investment programs. SOP 99-3 is
effective for financial statements for plan years ending after December
15, 1999. Accordingly, the accompanying financial statements do not
include details of the Plan's participant-directed investments programs.
RECLASSIFICATIONS
Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 presentation.
13
<PAGE> 14
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
Investments held by the Plan at December 31, 1999 and 1998 consisted of
the following:
<TABLE>
<CAPTION>
1999 1998
--------------------------- ---------------------------
Current Current
Cost Value Cost Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Mutual funds $20,876,575 $22,036,724 $16,607,983 $21,597,850
Money market funds 2,065,929 2,065,929 1,759,199 1,759,199
Pooled investment funds 3,677,111 3,677,111 5,207,246 5,207,246
Common stock 2,524,272 1,833,276 1,981,130 1,805,153
Participant loans receivable 717,575 717,575 835,464 835,464
Cash 8,459 8,459 10,789 10,789
----------- ----------- ----------- -----------
$29,869,921 $30,339,074 $26,401,811 $31,215,701
=========== =========== =========== ===========
</TABLE>
The following presents investments that represent 5 percent or more of
the Plan's net assets at December 31, 1999:
<TABLE>
<CAPTION>
December 31,
--------------------------
1999 1998
---------- ----------
<S> <C> <C>
Aviall, Inc. Common Stock Funds
Aviall, Inc. Common Stock (212,295 and 140,730 shares,
respectively) $1,738,295 $1,653,578
Aviall Stock Restricted Shares (11,600 and 12,900 shares,
respectively) $ 94,981* $ 151,575*
Alliance Gov't. Reserve Money Market $ 151,301 $ 146,165
Washington Mutual Investors A Fund (200,279 shares) $5,920,265 --
EuroPacific Growth A Fund (38,854 shares) $1,657,532 --
MFS Massachusetts Investors Trust A Fund (370,720 shares) $7,766,596 --
Lord Abbett Developing Growth A Fund (105,664 shares) $2,172,461 --
Stable Value Fund
IRT Stable Value Fund (3,677,111 and 5,207,246 shares,
respectively) $3,677,111 $5,207,246
Money Market Accounts (1,914,628 and 1,613,034 shares,
respectively) $1,914,628 $1,613,034
</TABLE>
* Nonparticipant directed
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $1,414,263 as follows:
<TABLE>
<S> <C>
Mutual Funds $ 2,060,886
Common Stock (646,623)
-----------
$ 1,414,263
===========
</TABLE>
14
<PAGE> 15
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net assets:
Common stock $ 94,981 $ 151,575
------------ ------------
$ 94,981 $ 151,575
============ ============
</TABLE>
<TABLE>
<CAPTION>
Year ended
December 31,
1999
------------
<S> <C>
Changes in net assets:
Net depreciation in fair value $ (39,150)
Distributions (17,444)
------------
$ (56,594)
============
</TABLE>
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.
During 1997, the Plan sponsor determined that the Plan was not in
compliance with certain regulatory requirements in prior years. As a
result, the Plan sponsor subjected the Plan to a Voluntary Compliance
Review ("VCR") with the IRS. While the outcome of the VCR cannot be
predicted, the Plan sponsor does not believe these matters will adversely
affect the Plan's tax status.
The Plan recordkeeper has not performed certain nondiscrimination testing
of highly compensated individuals as proscribed by the Internal Revenue
Code. The Plan Administrator expects to have such testing completed and
evaluate its results prior to the filing of the Plan's Form 5500, and
does not expect material adjustment to the financial statements as a
result of this testing. The financial statements and supplemental
schedule do not give effect to any adjustment that may be required as a
result of this testing.
15
<PAGE> 16
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
6. SUBSEQUENT EVENT
On June 1, 2000, the MFS Massachusetts Investors Trust A Fund was
replaced by the MFS Massachusetts Investors Growth A Fund. Participants
were notified and had an opportunity to reallocate funds held in the
discontinued fund prior to the change. Funds remaining in MFS
Massachusetts Investors Trust A at June 1, 2000 were automatically
transferred to the MFS Massachusetts Investors Growth A fund.
16
<PAGE> 17
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4i - FORM 5500
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(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
------------- ------------------------------------------ ----------------------------------------- --------------- --------------
<S> <C> <C> <C> <C>
Corporate Common Stocks:
* Aviall, Inc. 212,295 shares $ 1,738,295
* Aviall, Inc. Restricted Shares 11,600 shares $153,700 94,981
Mutual Funds:
Washington Mutual Investors A 200,279 shares 5,920,265
EuroPacific Growth A 38,854 shares 1,657,532
Templeton Developing Markets Trust A 22,954 shares 358,319
Franklin Balance Sheet Investment A 32,005 shares 975,210
Franklin Real Estate Securities A 48,730 shares 622,292
MFS Massachusetts Investors Trust A 370,720 shares 7,766,596
Lord Abbett Developing Growth A 105,664 shares 2,172,461
PIMCO Total Return A 145,640 shares 1,441,838
Pilgrim Int'l Small Cap Growth A 27,640 shares 1,122,211
Pooled Investment Funds:
IRT Stable Value Fund 3,677,111 shares 3,677,111
Money Market Funds:
Alliance Government Reserve Aviall Stock Wrap Account 151,301
Alliance Money Reserve Invesco Wrap Account 138,633
The Cash Management Trust of America The American Funds Wrap Account 697,494
Franklin Money Fund Franklin Templeton Wrap Account 157,010
MFS Money Market Fund MFS Wrap Account 426,963
US Gov't Money Market Fund Lord, Abbett & Co. Wrap Account 87,876
PIMCO Money Market Fund PIMCO Wrap Account 254,370
Pilgrim General Money Market Pilgrim Group Wrap Account 152,282
Cash:
Bank One Cash Accounts 8,459
* Participant Loans Interest rates range from 6.0% to 10.11% 717,575
(Term not exceeding five years for
nonresidential loans and ten years for
residential loans)
-------------
Total Assets Held for Investment $ 30,339,074
=============
</TABLE>
** Disclosure of cost of investments is not required for participant directed
investments.
17
<PAGE> 18
AVIALL, INC.
EMPLOYEE SAVINGS PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION Page
------ ----------- ----
<S> <C> <C>
23 Consent of Independent Accountants 19
</TABLE>
18
