-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UlHA6vHZ7kgxX9pJc7QfTcmMuAKDpxveTsDaIO7wglpYCiNdx1M/0/WDmVGNP1pA MxZ3km9fVT4pqVIv82HKuQ== 0000042542-98-000012.txt : 19980331 0000042542-98-000012.hdr.sgml : 19980331 ACCESSION NUMBER: 0000042542-98-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971001 FILED AS OF DATE: 19980330 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH B F CO CENTRAL INDEX KEY: 0000042542 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 340252680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-40291 FILM NUMBER: 98578650 BUSINESS ADDRESS: STREET 1: 4020 KINROSS LAKES PKWY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 BUSINESS PHONE: 2166597600 MAIL ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9368 11-K 1 FORM 11-K TRAMCO, INC. PROFIT-FUNDED RET. SAV. PL. SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, D.C. 20549-1004 FORM 11-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the period ended October 1, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For a transition period from --------------- to ---------------- Commission file number 1-892 ----- A. Full title of the plan and the address of the plan, if different from that of the issuer named below. TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The B.F.Goodrich Company 4020 Kinross Lakes Parkway Richfield, Ohio 44286-9368 REQUIRED INFORMATION 1. Audited Financial Statements for the Plan. The Report of the Independent Auditors; Statements of Net Assets Available for Plan Benefits as of October 1, 1997 and December 31, 1996; Statements of Changes in Net Assets Available for Plan Benefits for the periods then ended; and Supplemental Schedule are attached hereto. 2. Exhibit 23 Consent of Independent Auditors SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Tramco, Inc. Profit-Funded Retirement Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TRAMCO, INC. PROFIT-FUNDED RETIREMENT SAVINGS PLAN Date: March 30, 1998 /s/Theodore E. Laszlo, Jr. --------------------------------------- Theodore E. Laszlo, Jr. Assistant Secretary The B.F.Goodrich Company, parent of TRAMCO, INC. Tramco, Inc. Profit-Funded Retirement Savings Plan Audited Financial Statements and Supplemental Schedule October 1, 1997 Contents -------- Report of Independent Auditors............................................. 1 Audited Financial Statements - ---------------------------- Statements of Net Assets Available for Benefits With Fund Information...... 2 Statements of Changes in Net Assets Available for Benefits With Fund Information....................................................... 3 Notes to Financial Statements.............................................. 5 Supplemental Schedule - --------------------- Form 5500, Item 27d--Schedule of Reportable Transactions.................. 12 Report of Independent Auditors Plan Committee of the Tramco, Inc. Profit-Funded Retirement Savings Plan Everett, Washington We have audited the accompanying statements of net assets available for benefits with fund information of the Tramco, Inc. Profit-Funded Retirement Savings Plan as of October 1, 1997 and December 31, 1996, and the related statements of changes in net assets available for benefits with fund information for the period ended October 1, 1997 and year ended December 31, 1996. 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 in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Tramco, Inc. Profit-Funded Retirement Savings Plan at October 1, 1997 and December 31, 1996, and the changes in its net assets available for benefits for the period ended October 1, 1997 and year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of reportable transactions for the period ended October 1, 1997 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and is not a required part of the financial statements. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedule and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. March 13, 1998 /s/ERNST & YOUNG LLP 1 Tramco, Inc. Profit-Funded Retirement Savings Plan Statement of Net Assets Available for Benefits with Fund Information October 1, 1997 and December 31, 1996
December 31, 1996 ---------------------------------------------------------------------------------------- October 1, Money Fixed 1997 Balanced BFGoodrich Market Income Equity Loan Total Total Fund Stock Fund Fund Fund Fund Fund -------------------------------------------------------------------------------------------------- Assets - ------ Investments at fair value-- Notes A and D: Common Stock of The BFGoodrich Company $ - $ 2,853,063 $ - $2,853,063 $ - $ - $ - $ - Common trust funds - 34,451,807 26,282,310 22 714,580 417,726 6,885,218 151,951 Loans to participants - 3,266,038 - - - - - 3,266,038 -------------------------------------------------------------------------------------------------- Total investments - 40,570,908 26,282,310 2,853,085 714,580 417,726 6,885,218 3,417,989 Receivables: Participant contributions - 606,767 333,334 88,239 25,737 16,812 142,645 - Employer contributions - 3,458,041 2,078,145 448,720 115,507 87,185 728,484 - Dividends and interest - 98,323 64,431 19,298 1,066 2,348 10,953 227 Interfund - 1,570,236 - 1,570,236 - - - - -------------------------------------------------------------------------------------------------- Total receivables - 5,733,367 2,475,910 2,126,493 142,310 106,345 882,082 227 -------------------------------------------------------------------------------------------------- Total assets - 46,304,275 28,758,220 4,979,578 856,890 524,071 7,767,300 3,418,216 Liabilities - ----------- Interfund payable - 1,570,236 936,453 - 146,744 36,615 251,047 199,377 ---------------------------------------------------------------------------------------------------- Net assets available for benefits $ - $44,734,039 $27,821,767 $4,979,578 $710,146 $487,456 $7,516,253 $3,218,839 ====================================================================================================
See notes to financial statements. 2 Tramco, Inc. Profit-Funded Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information For the Period Ended October 1, 1997
Money Fixed Balanced BFGoodrich Market Income Equity Loan Fund Stock Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------------------------- Additions - --------- Investment income: Net appreciation in fair value of investments $ 6,099,688 $ 14,662 $ - $36,528 $2,242,709 $ - $ 8,393,587 Interest and dividends 39,363 105,697 31,043 1,989 13,749 222,918 414,759 ----------------------------------------------------------------------------------------- 6,139,051 120,359 31,043 38,517 2,256,458 222,918 8,808,346 Contributions: Participants 1,628,410 547,902 73,464 28,919 542,503 - 2,821,198 Tramco, Inc. - - - - - - - ----------------------------------------------------------------------------------------- 1,628,410 547,902 73,464 28,919 542,503 - 2,821,198 ----------------------------------------------------------------------------------------- Total additions 7,767,461 668,261 104,507 67,436 2,798,961 222,918 11,629,544 Deductions - ---------- Distributions 5,003,555 405,301 105,555 78,149 1,082,545 175,807 6,850,912 Expenses 128,970 11,418 3,182 4,974 29,602 - 178,146 ----------------------------------------------------------------------------------------- Total deductions 5,132,525 416,719 108,737 83,123 1,112,147 175,807 7,029,058 ----------------------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 2,634,936 251,542 (4,230) (15,687) 1,686,814 47,111 4,600,486 Interfund transfers--net (2,287,315) 67,392 (41,354) 46,582 1,368,844 845,851 - ----------------------------------------------------------------------------------------- Net increase (decrease) 347,621 318,934 (45,584) 30,895 3,055,658 892,962 4,600,486 Net assets available for benefits at beginning of period 27,821,767 4,979,578 710,146 487,456 7,516,253 3,218,839 44,734,039 Net assets transferred to The BFGoodrich Company Retirement Plus Savings Plan Master Trust--Note B (28,169,388) (5,298,512) (664,562) (518,351) (10,571,911) (4,111,801) (49,334,525) ------------------------------------------------------------------------------------------ Net assets available for benefits at end of period $ - $ - $ - $ - $ - $ - $ - ==========================================================================================
See notes to financial statements. 3 Tramco, Inc. Profit-Funded Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits With Fund Information Year Ended December 31, 1996
Money Fixed Balanced BFGoodrich Market Income Equity Loan Fund Stock Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------------------------- Additions - --------- Investment income: Net appreciation in fair value of investments $ 4,678,482 $ 286,513 $ - $ 13,325 $1,351,501 $ - $ 6,329,821 Interest and dividends 16,060 65,884 39,951 702 5,531 242,810 370,938 ----------------------------------------------------------------------------------------- 4,694,542 352,397 39,951 14,027 1,357,032 242,810 6,700,759 Contributions: Participants 2,156,010 410,831 99,484 63,193 564,527 - 3,294,045 Tramco, Inc. 2,230,719 448,720 115,507 87,185 728,484 - 3,610,615 ----------------------------------------------------------------------------------------- 4,386,729 859,551 214,991 150,378 1,293,011 - 6,904,660 ----------------------------------------------------------------------------------------- Total additions 9,081,271 1,211,948 254,942 164,405 2,650,043 242,810 13,605,419 Deductions Distributions 2,296,089 268,829 107,124 72,865 804,613 298,103 3,847,623 Expenses 81,082 8,221 2,042 1,495 24,024 - 116,864 ----------------------------------------------------------------------------------------- Total deductions 2,377,171 277,050 109,166 74,360 828,637 298,103 3,964,487 ----------------------------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers 6,704,100 934,898 145,776 90,045 1,821,406 (55,293) 9,640,932 Interfund transfers--net (2,614,759) 2,416,501 (215,733) (24,693) 79,100 359,584 - ----------------------------------------------------------------------------------------- Net increase (decrease) 4,089,341 3,351,499 (69,957) 65,352 1,900,506 304,291 9,640,932 Net assets available for benefits at beginning of year 23,732,426 1,628,179 780,103 422,104 5,615,747 2,914,548 35,093,107 ----------------------------------------------------------------------------------------- Net assets available for benefit at end of year $27,821,767 $4,979,578 $710,146 $487,456 $7,516,253 $3,218,839 $44,734,039 =========================================================================================
See notes to financial statements. 4 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements October 1, 1997 A. Significant Accounting Policies ------------------------------- The accounting records of the Tramco, Inc. Profit-Funded Retirement Savings Plan (the "Plan") are maintained on the accrual basis. The Plan's investments are stated at fair value. Common stock of The BFGoodrich Company is valued at the last reported sales price on the last business day of the plan year. Investments in common trust funds represent the Plan's proportionate share of the net assets of each fund. The assets held by the common trust funds are valued at market prices obtained from recognized automated pricing services, records of any exchange, standard financial periodicals or any newspaper of general circulation, subject to approval by the respective funds' trustees. In those instances where there are no readily obtainable market values from any of the above named sources, investments are valued on the basis of estimated values obtained from bankers, brokers, dealers or other qualified appraisers. Loans to participants are valued at their outstanding balance, which approximates fair value. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. B. Plan Merger ----------- In December 1996, the Board of Directors of The BFGoodrich Company approved the merger of the Plan into The BFGoodrich Company Retirement Plus Savings Plan ("RPSP Plan") and The BFGoodrich Company Retirement Plan Savings Plan for Wage Employees ("Wage RPSP Plan"). The Plan was merged into the RPSP Plan and Wage RPSP Plan effective October 1, 1997. The assets of the Plan were transferred to The BFGoodrich Company Retirement Plus Savings Plan Master Trust on October 1, 1997. No employer contributions were permitted to the Plan during 1997. 5 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued C. Description of Plan ------------------- The Plan is a contributory defined contribution plan covering substantially all full-time employees of Tramco, Inc. (the "Company"). Both the Company and participants contribute to the Plan. The participants may voluntarily contribute up to 12% of their annual salary, and up to 80% of their group performance bonus. Company contributions are made solely at the discretion of the Company's management. Company elective contributions for the plan year, if any, consist of a Company profit sharing contribution. Participants can elect to have their entire share of the Company's contribution deposited into their plan account, or they can elect to receive up to 45% of such contribution in cash, to a maximum of $1,000. Company contributions deposited in participant accounts at the discretion of plan participants are treated as employee-elected deferrals for tax purposes. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). A separate account is established for each participant which is credited with the participant's contributions, the Company's elective contributions and investment income earned on the account balance. Forfeited balances of terminated participants' non-vested accounts are allocated pro-rata, based on compensation, to the accounts of remaining plan participants who are actively employed on December 31 and had completed 1,000 hours of service during the year. Participants are immediately vested with respect to their own contributions plus actual earnings thereon. Participants are vested in Company contributions plus actual earnings at the following percentages based on years of service: 45% immediately, 63% after three years, 82% after four years and 100% after five years. Participants become fully vested upon normal retirement, death or disability. Upon enrollment in the Plan, a participant may direct employer and employee contributions in 5% increments into any of five investment options: Money Market Fund--invests principally in short-term money market instruments of high investment quality. Fixed Income Fund--invests principally in investment grade bonds of varying durations issued by the United States and state governments and their agencies, and corporations. 6 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued C. Description of Plan--Continued ------------------------------ Equity Fund--invests principally in a broad range of common stocks issued by corporations. Balanced Fund--invests principally in a balanced mix of stocks and bonds, determined in accordance with expected returns in the stock and bond markets. BFGoodrich Stock Fund--invests solely in the common stock of The BFGoodrich Company. Participants may change their investment options quarterly. Participants may borrow against their vested account balances a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance as permitted under the Internal Revenue Code (IRC). Loans are repaid with interest to the participants' accounts. Loan terms range from one to five years or up to 30 years for the purchase of a primary residence. Loan transactions are treated as transfers between the various investment fund and the Loan Fund. Loans are secured by the balance in the participant's vested account balance and bear interest at a rate commensurate with local prevailing rates as determined by the plan administrator. Interest rates range from 6% to 10%. Principal and interest is paid ratably through payroll deductions. The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a termination of the Plan, the account balances of all affected participants shall become fully vested and nonforfeitable. Since this is an individual account plan, the Pension Benefit Guaranty Corporation does not guarantee any benefits. On termination of service, a participant may receive the vested value of his or her account through a single lump sum cash payment or, upon death, disability or retirement, equal monthly annuity payments over an extended period of time. The foregoing description of the Plan provides only general information. Participants should refer to the plan document for a more complete description of the Plan's provisions. A copy of this document is available upon request from the Company's human resource department. 7 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued D. Investments ----------- The Plan's investments are held in a trust administered by Mellon Bank (the "Trustee"). During the period ended October 1, 1997 and year ended December 31, 1996, the Plan's investments (including investments bought, sold as well as held during the year) appreciated in fair value by $8,393,587 and $6,329,821, respectively, as follows: Period Ended Year Ended October 1, December 31, 1997 1996 ------------------------------- Common Stock of The BFGoodrich Company $ 14,662 $ 286,513 Common trust funds 8,378,925 6,043,308 ------------------------------- $ 8,393,587 $ 6,329,821 =============================== The fair value of individual investments at December 31, 1996 that represent 5% or more of the Plan's net assets available for benefits are as follows: Mellon Bank, N.A. EB Stock Fund (167,526 units) $ 27,702,715 Mellon Bank, N.A. EB Intermediate Bond Fund (97,779 units) 5,081,246 Common stock of The BFGoodrich Company (70,446 shares) 2,853,063 Loans to participants 3,266,038 8 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued D. Investments--Continued ---------------------- Investments are stated at fair value in the Plan's statements of net assets available for benefits. Cost information at December 31, 1996 is as follows: Shares or Units Held Cost ------------------------------- Common stock of The BFGoodrich Company 70,446 shares $ 2,367,535 Mellon Bank, N.A. EB Temporary Investment Fund 1,264,237 units 1,264,237 Mellon Bank, N.A. EB Intermediate Bond Fund 97,779 units 5,037,394 Mellon Bank, N.A. EB Active Core Bond Fund 52,255 units 395,298 Mellon Bank, N.A. EB Stock Fund 167,526 units 18,731,766 Loans to participants - ------------- Total investments at cost $ 27,796,230 ============= E. Differences Between Financial Statements and Form 5500 ------------------------------------------------------ The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 1996: Net assets available for benefits per the financial statements $ 44,734,039 Amounts allocated to withdrawn participants (1,463,025) -------------- Net assets available for benefits per the Form 5500 $ 43,271,014 ============== 9 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued E. Differences Between Financial Statements and Form 5500--Continued ----------------------------------------------------------------- The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Period Ended October 1, 1997 ------------ Benefits paid to participants per the financial statements $ 6,850,912 Less: amounts allocated to withdrawn participants at December 31, 1996 (1,463,025) ------------ Benefits paid to participants per the Form 5500 $ 5,387,887 ============ Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid. F. Income Tax Status ----------------- The Internal Revenue Service has ruled (September 16, 1996) that the Plan qualifies under Sections 401(a) and 401(k) of the IRC and, therefore, contributions and earnings received by the Trust are not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Committee of the Tramco, Inc. Profit-Funded Retirement Savings Plan is not aware of any course of action or series of events that have occurred, including plan amendments made subsequent to the ruling date, that might adversely affect the Plan's qualified status. G. Transactions with Parties-in-Interest ------------------------------------- Certain legal and accounting fees and certain administrative expenses relating to the maintenance of participant eligibility records are paid by the Company. Other than as described above or pursuant to a certain trust agreement (see Note D), the Plan has had no agreements or transactions with parties-in-interest. 10 Tramco, Inc. Profit-Funded Retirement Savings Plan Notes to Financial Statements--Continued H. Number of Participants (Unaudited) ---------------------------------- The number of participants contributing to each of the Plan fund options at December 31, 1996 are as follows: Balanced Fund 1,971 BFGoodrich Stock Fund 1,122 Money Market Fund 424 Fixed Income Fund 394 Equity Fund 1,139 As a result of the plan merger, as described in Note B, no participants were contributing to the Plan fund options at October 1, 1997. As of October 1, 1997, participants were eligible to contribute to the fund options available to participants in The BFGoodrich Company Retirement Plus Savings Plan and The BFGoodrich Company Retirement Plus Savings Plan for Wage Employees, as applicable. 11 Tramco, Inc. Profit-Funded Retirement Savings Plan Employer Identification Number (EIN) 91-0989293 Plan Number 001 Form 5500, Item 27d--Schedule of Reportable Transactions Period Ended October 1, 1997
Current Value of Asset on Identity of Party Description of Purchase Selling Cost of Transaction Net Gain Involved Asset Price Price Asset Date or (Loss) - --------------------------------------------------------------------------------------------------------------------------------- Category (i)--Transactions within the period ended October 1, 1997 with respect of any plan asset involving an amount in excess of 5% of the current value of plan assets. Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund $ 2,425,482 $ 2,425,482 $ 2,425,482 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund $ 6,105,037 3,635,958 6,105,037 $ 2,469,079 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund 6,650,011 3,817,091 6,650,011 2,832,920 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund 12,706,714 6,965,402 12,706,714 5,741,312 Mellon Bank, N.A.* Mellon Bank, N.A. EB Stock Fund 9,558,334 5,587,975 9,558,334 3,970,359 Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 3,005,234 3,005,234 3,005,234 Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 28,890,996 28,890,996 28,890,996 Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 9,216,082 9,216,082 9,216,082 Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 28,166,127 28,166,127 28,166,127 - Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 10,569,459 10,569,459 10,569,459 - Mellon Bank, N.A.* Mellon Bank, N.A. EB Temporary Investment Fund 3,039,500 3,039,500 3,039,500 - Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund 6,214,992 6,214,992 6,214,992 Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund 6,659,978 6,659,978 6,659,978 Mellon Bank, N.A.* Mellon Bank, N.A. EB Intermediate Bond Fund 18,818,140 18,601,159 18,818,140 216,981 * Indicates party-in-interest to the Plan
12 Tramco, Inc. Profit-Funded Retirement Savings Plan Employer Identification Number (EIN) 91-0989293 Plan Number 001 Form 5500, Item 27d--Schedule of Reportable Transactions - Continued
Current Value of Asset on Identity of Party Description of Purchase Selling Cost of Transaction Net Gain Involved Asset Price Price Asset Date or (Loss) - ---------------------------------------------------------------------------------------------------------------------- Category (iii)--Series of transactions within the period ended October 1, 1997 involving securities of the same issue if, when aggregated, involved an amount in excess of 5% of the current value of plan assets. Common stock of 23 purchases $ 2,864,598 $ 2,864,598 $ 2,864,598 The BFGoodrich Company* 16 sales $ 5,285,983 5,232,133 5,285,983 $ 53,850 Mellon Bank, N.A. EB 7 purchases 14,040,843 14,040,843 14,040,843 Intermediate Bond Fund* 5 sales 19,291,222 19,078,237 19,291,222 212,985 Mellon Bank, N.A. EB 9 purchases 3,813,870 3,813,870 3,813,870 Stock Fund* 17 sales 38,883,338 22,545,637 38,883,338 16,337,702 Mellon Bank, N.A. EB 311 purchases 51,771,948 51,771,948 51,771,948 Temporary Investment Fund 244 sales 53,036,185 53,036,185 53,036,185 - * Indicates party-in-interest to the Plan
There were no category (ii) or (iv) reportable transactions during the period ended October 1, 1997. 13 EX-23 2 CONSENT OT INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-53289) pertaining to the Tramco, Inc. Profit-Funded Retirement Savings Plan of our report dated March 13, 1998, with respect to the financial statements and supplemental schedule of the Tramco, Inc. Profit-Funded Retirement Savings Plan included in this Annual Report (Form 11-K) for the period ended October 1, 1997. /s/ERNST & YOUNG LLP Cleveland, Ohio March 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----