8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2011

GOODRICH CORPORATION

(Exact name of registrant as specified in its charter)

New York	1-892	34-0252680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Coliseum Centre 2730 West Tyvola Road Charlotte, North Carolina	28217
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations And Financial Condition.

On April 21, 2011, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the first quarter of 2011 and updating its outlook for full year 2011. A copy of the press release is furnished as Exhibit 99.1 hereto.

Goodrich will host a conference call for investors and security analysts to discuss the financial results and outlook at 10:00 a.m. Eastern Time on April 21, 2011. By press releases dated April 4, 2011 and April 20, 2011, the public was invited to listen to the conference call by telephone or by live webcast accessed through the Investor Relations area of Goodrich’s website at www.goodrich.com. Additional written information regarding the financial results and outlook will be posted as a webcast presentation on the Investor Relations area of Goodrich’s website prior to the conference call.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2011, at the 2011 Annual Meeting of Shareholders, our shareholders approved the Goodrich Corporation 2011 Equity Compensation Plan (the “Plan”). A summary of the terms and conditions of the Plan is included on pages 11 through 16 of our definitive proxy statement for the 2011 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 10, 2011 (the “2011 Proxy Statement”), which summary is incorporated herein by reference. The summary is qualified in its entirety by reference to the text of the Plan, which is included as Appendix B to the 2011 Proxy Statement and is incorporated by reference herein.

On April 19, 2011, the Board of Directors approved the terms of a Restricted Stock Unit Special Award Agreement (the “Agreement”) for awards under the Plan. The Agreement provides for three-year cliff vesting for grants thereunder. If the employment of a recipient terminates for any reason (other than death, disability or a Change in Control), the Agreement provides that all awards are forfeited. A copy of the form of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Shareholders was held on April 19, 2011 at 10:00 a.m. Eastern time at the Company’s headquarters in Charlotte, North Carolina. As described in the 2011 Proxy Statement, the following occurred:

• The nine nominees for director were elected;

• The appointment of Ernst & Young LLP as independent registered public accounting firm for the year 2011 was ratified;

• The Goodrich Corporation 2011 Equity Compensation Plan was approved;

• A resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Proxy Statement, was adopted; and

• Shareholders selected, on an advisory basis, “every one year” for the frequency of future advisory votes on the compensation of our named executive officers.

The votes were as follows:

Proposal 1 — Election of Directors:

	Number of Shares Voted		Number of Shares Voted
	For		Withheld
Carolyn Corvi		105,233,929		1,543,788
Diane C. Creel		102,562,559		4,215,158
Harris E. DeLoach, Jr.		104,820,858		1,956,859
James W. Griffith		102,306,606		4,471,111
William R. Holland		103,693,418		3,084,299
John P. Jumper		106,192,328		585,389
Marshall O. Larsen		102,751,645		4,026,072
Lloyd W. Newton		104,497,719		2,279,998
Alfred M. Rankin, Jr.		104,172,681		2,605,036

There were 6,892,824 broker non-votes on the proposal for the election of directors.

Proposal 2 — Appointment of Independent Registered Public Accounting Firm:

110,914,581 shares voted for; 2,653,348 shares voted against; and 102,612 shares abstained from voting.

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Proposal 3 — Approval of the Goodrich Corporation 2011 Equity Compensation Plan:

93,807,150 shares voted for; 12,724,129 shares voted against; 246,438 shares abstained from voting: and there were 6,892,824 broker non-votes.

Proposal 4 — Advisory Vote on Compensation of Named Executive Officers:

101,141,114 shares voted for; 5,358,833 shares voted against; 277,770 shares abstained from voting; and there were 6,892,824 broker non-votes.

Proposal 5 — Advisory Vote on the Frequency of the Advisory Vote on Compensation of Named Executive Officers:

77,185,581 shares voted for “every one year”; 666,635 shares voted for “every two years”; 28,658,471 shares for “every three years”; 267,030 shares abstained from voting; and there were 6,892,824 broker non-votes.

In accordance with the results of this vote, the Board of Directors determined to implement an annual advisory vote on executive compensation.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Form of restricted stock unit special award agreement.
Exhibit 99.1	Goodrich Corporation Press Release dated April 21, 2011 titled “Goodrich Announces 75 Percent Increase in First Quarter 2011 Net Income per Diluted Share, 12 Percent Increase in Sales and Increases Outlook for 2011 Net Income per Diluted Share to $5.40 — $5.55.”

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOODRICH CORPORATION (Registrant)
Date: April 21, 2011	By:	/s/ SCOTT E. KUECHLE
		Scott E. Kuechle
		Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit 10.1	Form of restricted stock unit special award agreement.
Exhibit 99.1	Goodrich Corporation Press Release dated April 21, 2011 titled “Goodrich Announces 75 Percent Increase in First Quarter 2011 Net Income per Diluted Share, 12 Percent Increase in Sales and Increases Outlook for 2011 Net Income per Diluted Share to $5.40 — $5.55.”

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EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT SPECIAL AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS RESTRICTED STOCK UNIT SPECIAL AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the                      day of                     ,                     , between Goodrich Corporation, a New York corporation (the “Company”), and                      (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2011 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

WHEREAS, the Employee is employed by the Company or its subsidiaries; and

WHEREAS, the Company wishes to grant an award of restricted stock units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

1. Grant of Units. The Company hereby grants to the Employee                      restricted stock units (the “Units”). Each Unit held by the Employee shall entitle the Employee to receive (i) one share of common stock, par value $5.00 per share, of the Company (“Common Stock”) upon the vesting date of such Units or other transfer date of the shares of Common Stock represented by such Units (as described below) and (ii) periodic cash payments from the Company equal in value to any dividend declared and paid on a share of Common Stock (“dividend equivalents”). Prior to the vesting date of a Unit or other transfer date of the shares of Common Stock represented by a Unit, the Employee shall have no ownership interest in the Common Stock represented by such Unit and the Employee shall have no right to vote or exercise proxies with respect to the Common Stock represented by such Unit. No stock certificates will be issued as of the date of this Agreement (the “Grant Date”) and the Units shall be subject to forfeiture and other restrictions as set forth below.

2. Vesting and Transfer.

(a) General Rule. Except as otherwise provided in Section 2(b), the Units will be deemed vested upon the Employee’s continued employment with the Company (which, for purposes of Sections 2 and 3 hereof, include any of the Company’s subsidiaries) on the date that is three (3) years from the Grant Date.

Except as otherwise provided in Section 2(b), within ninety (90) days of vesting, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee, subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred.

(b) Retirement Eligibility. Notwithstanding the provisions of Section 2(a) to the contrary, in the event the Employee becomes eligible for early retirement or normal retirement, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement or normal retirement under such plan if the Employee was a participant in such plan), the Employee will be deemed to be fully vested (which, for purposes of this Section 2(b), means vested for purposes of Section 3121(v) of the Code and the regulations thereunder) in the Units as of the date the Employee is first treated as being eligible for early retirement or normal retirement, as applicable. In such event, the 90-day period specified in Section 2(a) for the transfer of the shares related to the vesting of the Units shall not apply and, instead, the shares related to the vesting of such Units shall be transferred to the Employee three (3) years from the Grant Date if the Employee has been continuously employed by the Company from the Grant Date.

Any transfer of shares pursuant to this Section 2(b) shall be accomplished by the Company either transferring physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of the shares of Common Stock represented by the Units then becoming transferable pursuant to the above schedule to the Employee or providing for book entry transfer of such shares to the Employee, subject to Sections 6 and 8 below.

(c) Separation from Service. Notwithstanding anything above to the contrary, in the event Section 2(b) applies, and the Employee incurs a “separation from service” (as such term is defined in Section 409A of the Code) prior to the complete transfer of shares of Common Stock represented by the vested Units, the remaining shares that have not yet been transferred shall be transferred to the Employee within ninety (90) days of the Employee’s separation of service, provided that, if such ninety-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred. In addition, if (i) an Employee is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) at the time of such separation from service, (ii) the transfer of such shares is at such time subject to Section 409A, and (iii) the transfer of such shares is to occur after the date of the Employee’s separation from service, the transfer of such shares or the book entry transfer of such shares may not be made before the date which is six (6) months after the date of separation from service (or, if earlier, the date of the Employee’s death).

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3. Vesting or Transfer of Units Upon Termination of Employment, Death, Permanent and Total Disability or Change in Control.

(a) Termination of Employment. If after the Grant Date but prior to the date that is three (3) years from the Grant Date, the Employee’s employment with the Company terminates for any reason (other than death or permanent and total disability as provided in Sections 3(b) and (c)), then all of the Units awarded under this Agreement shall be forfeited.

(b) Death. Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s death prior to the date that is three (3) years from the Grant Date, the Units awarded under this Agreement shall be reduced, as of the date of the Employee’s death, by multiplying the number of Units granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be the number of full or partial months of employment that Employee has completed with the Company between the Grant Date and the date of death and the denominator shall be thirty-six (36) months. The reduced number of shares related to the Units shall vest immediately or, if already deemed vested, shall be transferred to the Employee’s beneficiary, as defined in Section 5, upon the Employee’s death.

Within ninety (90) days of the Employee’s death, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested or available for transfer to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, neither the Employee (nor any beneficiary) shall have the right to designate the taxable year in which such shares are transferred.

(c) Permanent and Total Disability. Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s permanent and total disability (as defined in Section 409A of the Code), prior to the date that is three (3) years from the Grant Date, the Units awarded under this Agreement shall be reduced, as of the date of the Employee’s permanent and total disability, by multiplying the number of Units granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be the number of full or partial months of employment that Employee has completed with the Company between the Grant Date and the date of permanent and total disability and the denominator shall be thirty-six (36) months. The reduced number of shares related to the Units shall vest immediately or, if already deemed vested, shall be transferred to the Employee upon such permanent and total disability.

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Within ninety (90) days of the Employee’s permanent and total disability, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested or available for transfer to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, neither the Employee (nor any beneficiary) shall have the right to designate the taxable year in which such shares are transferred.

(d) Change in Control. Notwithstanding any provisions of this Agreement to the contrary, in the event of a Change in Control of the Company, all Units shall immediately vest if the Employee is still an employee of the Company at the time of such Change in Control. Within five (5) business days of a Change in Control, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of vested Units to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 5-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such payment is received.

4. Forfeiture. Except as specifically provided in Sections 3(b)-(d), if the Employee’s employment is terminated prior to any of the vesting dates set forth in Section 2 above or prior to the transfer of shares set forth in Section 2 above, all of the unvested Units or all of the Units that have not been transferred will be forfeited. In the event of such forfeiture, all rights to receive shares of Common Stock or dividend equivalents or any other ancillary rights shall cease and terminate immediately.

5. Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units or dividend equivalents cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any benefits that are due under Section 3(b) following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.

6. Tax Reporting and Withholding. At the time shares of Common Stock are transferred to the Employee, the number of shares delivered will be net of the amount of shares sufficient to satisfy any federal, state and local tax withholding requirements with which the Company must comply. The fair market value of the Common Stock used to satisfy such withholding shall be the arithmetic mean of the high and low price of the Common Stock on the New York Stock Exchange-Composite Transactions listing on the exercise date (as of 4:00 p.m. Eastern Time). The Company and its subsidiaries reserve the right to report such income in connection with the vesting of the Units, and the transfer of shares of Common Stock, as they determine in their sole discretion to be appropriate under applicable laws.

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7. Rights as a Shareholder. Neither Employee nor his/her beneficiary or legal representative shall be, or have any rights of, a shareholder of the Company or have any right to notice of meetings of shareholders or of any other proceedings of the Company prior to the transfer of shares to such Employee.

8. Changes in Capital Structure. The number of shares of Common Stock to be transferred to the Employee upon the vesting of any Units will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of shares subject to this Agreement shall always be a whole number.

9. Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.

10. Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Employee or upon Employee’s executors or administrators or beneficiaries upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.

11. Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.

12. Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any State or Federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.

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13. Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

14. Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

15. Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.

16. Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.

17. Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

18. Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any state or federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable state or federal law or regulation and such nonconformance shall cause material harm to the Company.

This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

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19. 409A Compliance. Notwithstanding any other provisions of the Agreement herein to the contrary and, to the extent applicable, the Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan) in such manner so as to comply with the provisions of Section 409A of the Code and any related Internal Revenue Service guidance promulgated thereunder. All payments, including any transfers of Common Stock, to be made to the Employee upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A of the Code (“Section 409A”)) of the Employee (“Separation from Service”). For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Employee may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Employee or any portion thereof, shall be permitted. Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Employee’s Separation from Service, the Employee is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Employee’s Separation from Service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that payments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Employee shall not be paid or provided to the Employee during the six-month period following the Employee’s Separation from Service, and (i) such postponed payment shall be paid to the Employee in a lump sum within thirty (30) days after the date that is six (6) months following the month of the Employee’s Separation from Service (or, if earlier, the date of the Employee’s death); and (ii) any amounts payable to the Employee after the expiration of such 6-month period shall continue to be paid to the Employee in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day hereabove first written.

	GOODRICH CORPORATION
	By:
		Vice President
Accepted by:
(Employee’s name)

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EX-99.1

Exhibit 99.1

Media Contact:
Lisa Bottle +1 704 423 7060

Investor Relations:
Paul Gifford +1 704 423 5517

For Immediate Release News Release
Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, NC 28217-4578
Tel: 704 423 7000
Fax: 704 423 7002
www.goodrich.com

Goodrich Announces 75 Percent Increase in First Quarter 2011 Net Income per Diluted Share, 12 Percent Increase in Sales and Increases Outlook for Full Year 2011 Net Income per Diluted Share to $5.40 — $5.55

• First quarter 2011 net income per diluted share of $1.52 increased 75 percent compared to first quarter 2010 net income per diluted share of $0.87.

• First quarter 2011 sales grew 12 percent to $1,896 million, compared to first quarter 2010 sales of $1,695 million.

• First quarter 2011 commercial aftermarket sales grew 12 percent, compared to first quarter 2010.

• Full year 2011 outlook for net income per diluted share increased to $5.40 — $5.55, compared to the prior outlook of $5.30 — $5.45. Sales are now expected to be about $7.8 billion, compared to the prior outlook of $7.7 — $7.8 billion. The outlook for net cash provided by operating activities, minus capital expenditures, is unchanged and is expected to exceed 85 percent of net income.

CHARLOTTE, N.C., April 21, 2011 — Goodrich Corporation (NYSE: GR) announced results today for the first quarter 2011, and updated its full year outlook for 2011.

Commenting on the company’s performance and its outlook, Marshall Larsen, Chairman, President and Chief Executive Officer said, “We were very pleased with our first quarter results. We saw excellent growth in all of our major market channels, which we expect will continue through the balance of 2011. Our commercial aftermarket sales growth of 12 percent was significantly greater than the growth in airline capacity and slightly higher than our expectations, and helped solidify our view that 2011 will be a strong growth year for this market channel, despite high oil prices and the tragic events in Japan.

“Our defense and space sales grew organically at a double digit rate. We believe that our presence in attractive, high growth markets such as ISR, helicopters and precision munitions will enable Goodrich to grow our defense and space sales faster than global defense budgets for the next several years.

“As expected, our large commercial airplane OE market also experienced good growth during the first quarter. The production rate increases previously announced by the manufacturers are now beginning to translate to sales for the supply chain. Due to our high-value content and our market share gains on the newest airplanes, we expect our sales for this market channel to grow much faster than total deliveries for many years to come.

“For the full year of 2011, we now expect sales to be about $7.8 billion, a growth rate of about 12 percent compared to 2010, excluding the sales associated with the announced acquisition of Microtecnica.

“Net income per diluted share is expected to grow significantly faster than sales as we continue to demonstrate the success of our continuous improvement initiatives. Our strong performance in sales growth and margins has allowed us to increase our net income per diluted share outlook for 2011. Our revised outlook of $5.40 — $5.55 per diluted share, compared to a prior outlook of $5.30 - $5.45, indicates a growth rate of 20 — 23 percent in net income per diluted share for 2011, compared to 2010.”

First Quarter 2011 Results

Goodrich reported first quarter 2011 net income of $195 million, or $1.52 per diluted share, on sales of $1,896 million. In the first quarter 2010, the company reported net income of $111 million, or $0.87 per diluted share, on sales of $1,695 million.

For the first quarter 2011 compared with the first quarter 2010, Goodrich sales changes by market channel were as follows:

• Large commercial airplane original equipment sales increased by 6 percent,

• Regional, business and general aviation airplane original equipment sales increased by 55 percent, including sales associated with the recent acquisition of DeCrane’s cabin management assets,

• Large commercial, regional, business and general aviation airplane aftermarket sales increased by 12 percent. Sequentially, commercial aftermarket sales were 9 percent higher than the fourth quarter 2010, and

• Defense and space sales of both original equipment and aftermarket products and services increased by 10 percent.

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The increase in net income is attributable primarily to the impact of sales growth in all of the company’s major market channels, strong operational performance, continued success on cost containment initiatives, a lower effective tax rate and favorable changes in estimates for certain long-term contracts. Several of these factors are noted below:

• The Company reported an effective tax rate of 24.4 percent for the first quarter 2011, compared to an effective tax rate of 37.9 percent during the first quarter 2010. The first quarter 2011 tax rate includes a previously announced benefit of approximately $21 million, or $0.17 per diluted share related to a tax settlement. There was no similar benefit during the first quarter 2010. The first quarter 2010 results included additional tax expense of $10 million, or $0.08 per diluted share for the U.S. health care reform legislation. There were no similar expenses in the first quarter 2011.

• The first quarter 2011 results included pre-tax expense of $22 million, $14 million after-tax or $0.11 per diluted share, related to world-wide pension plan expense, compared to pre-tax pension expense of $43 million, $27 million after-tax or $0.21 per diluted share, recorded during the first quarter 2010.

• The first quarter 2011 results included higher pre-tax income of $5 million, $3 million after-tax or $0.02 per diluted share, related to the changes in estimates for certain long-term contracts primarily in our aerostructures and aircraft wheels and brakes businesses, compared to the first quarter 2010. Total pre-tax changes in estimates for the first quarter 2011 were $21 million. Changes in both periods were primarily related to favorable cost and operational performance, changes in volume expectations and sales pricing improvements and finalization of contract terms on current and/or follow-on contracts.

Net cash provided by operating activities, minus capital expenditures, for the first quarter 2011 was $61 million, an increase of $52 million from the same period in 2010. The higher cash flow was due primarily to lower pension contributions and tax refunds received in the first quarter 2011, partially offset by increased working capital. During the first quarter 2011, Goodrich contributed $69 million to its worldwide pension plans, compared to contributions of $105 million during the first quarter 2010. Capital expenditures were $36 million in the first quarter 2011, compared with capital expenditures of $21 million in the first quarter 2010.

Business Highlights

• On April 1, 2011, Goodrich announced that it had signed an agreement to acquire Microtecnica, a leading provider of flight control actuation systems for helicopter, regional and business aircraft, missile actuation, and aircraft thermal and environmental control systems. The transaction is expected to close during the second quarter of 2011. The acquisition complements the existing flight control actuation business and strengthens Goodrich’s position in the helicopter market. The acquisition is expected to be slightly accretive in 2011 and solidly accretive thereafter. Because the acquisition has not been completed, the current sales outlook for 2011 does not yet include the expected impact of this acquisition.

• On March 29, 2011, Goodrich announced that it was awarded a contract to deliver two upgraded Senior Year Electro-Optical Reconnaissance Sensors (SYERS) to the United States Air Force for use on the U-2 platform. These upgrades, known as SYERS-2A, will enhance the U-2 functionality by adding extra multi-spectral imaging capability to the platform, providing significantly more utility in discerning imagery.

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• On March 9, 2011, Goodrich announced that it was selected by Airbus to provide the nacelle system for the Pratt & Whitney PurePower^® 1100G engine, one of the engine options on the Airbus A320neo (new engine option) airplane. Under the agreement, Goodrich will design the nacelle and thrust reversers and will perform engine build up for the PurePower propulsion system. The new Pratt & Whitney PurePower 1100G engine is expected to provide greater fuel efficiency, burning about 15 percent less fuel than current engines. In addition, the Goodrich nacelle will include a variable area nozzle (VAN) for the PurePower engine. Goodrich’s VAN is a variable duct that manipulates the flow of fan air from the nacelle and will contribute to overall improvements in fuel efficiency.

• On March 3, 2011, Goodrich announced that it had completed the certification process for the Boeing 787 electric braking system. The achievement followed a comprehensive development and qualification program involving multiple Goodrich business units and close collaboration with Boeing. The braking system incorporates the latest iteration of Goodrich’s proprietary DURACARB^® carbon heat sink material which provides exceptional brake performance and up to 35% better brake life than competing carbon friction materials.

• On February 7, 2011, Goodrich announced that it received a follow-on contract from Defense Logistics Agency Aviation to supply over 1,600 carbon brakes and over 1,400 boltless wheels for the U.S. Air Force C-130 aircraft fleet. Deliveries are expected to begin in October 2011. Goodrich’s C-130 wheel and brake retrofit features DURACARB carbon brakes which provide lighter weight, longer life, higher performance and lower cost of ownership compared to steel braking systems.

2011 Outlook

The company’s 2011 sales outlook is based on market assumptions for each of its major market channels. The current market assumptions for the full year 2011, compared with the full year 2010 results, include:

• Large commercial airplane original equipment sales are expected to increase by about 15 percent. This outlook assumes all announced production rate increases are implemented, and Boeing 787 and 747-8 deliveries are consistent with the latest schedule announced by Boeing,

• Regional, business and general aviation airplane original equipment sales are expected to grow by about 30 — 35 percent, including incremental sales associated with the DeCrane acquisition,

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• Large commercial, regional, business and general aviation airplane aftermarket sales are expected to increase by about 7 — 9 percent, and

• Defense and space sales of both original equipment and aftermarket products and services are expected to increase by about 8 — 10 percent.

The Company’s full year 2011 sales expectations are now approximately $7.8 billion, representing growth of about 12 percent from the full year 2010 results. Organic growth is expected to be approximately 10 percent. The outlook for 2011 net income per diluted share has been increased to a range of $5.40 — $5.55, an increase of 20 — 23 percent compared to 2010 net income per diluted share. The prior outlook for net income per diluted share was $5.30 — $5.45.

The sales and net income per diluted share outlook for 2011 does not include the impact of the Microtecnica acquisition, or any other potential acquisitions or divestitures. Potential restructuring activities that have not yet been approved are not included in the current outlook for net income per diluted share. The 2011 outlook includes, among other factors:

• Lower worldwide pre-tax pension expense of approximately $74 million, $46 million after-tax or $0.37 per diluted share. For 2011, the company expects total worldwide pre-tax pension expense of approximately $88 million, compared to $162 million in 2010.

• A full-year effective tax rate of approximately 30 percent for 2011, which is unchanged from our previous outlook. On average, Goodrich expects an effective tax rate of approximately 32 percent for the remaining three quarters of 2011.

For 2011, Goodrich continues to expect net cash provided by operating activities, minus capital expenditures, to exceed 85 percent of net income. This outlook reflects ongoing investments to support the current schedule for the Boeing 787 and Airbus A350 XWB airplane programs, fixed assets and working capital to support announced production rate increases associated with the Boeing 737 and Airbus A320 airplanes, and competitive cost country manufacturing and productivity initiatives that are expected to enhance margins over the near and long term. The company expects capital expenditures for 2011 to be in a range of $300 — $350 million. Pre-tax worldwide pension plan contributions are expected to be approximately $100 million.

The supplemental discussion and tables that follow provide more detailed information about the first quarter 2011 segment results.

Goodrich will hold a conference call on April 21, 2011 at 10:00 AM U.S. Eastern Time to discuss this announcement. Interested parties can listen to a live webcast of the conference call, and view the related presentation materials, at www.goodrich.com, or listen via telephone by dialing 913-981-5526.

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Goodrich Corporation, a Fortune 500 company, is a global supplier of systems and services to aerospace, defense and homeland security markets. With one of the most strategically diversified portfolios of products in the industry, Goodrich serves a global customer base with significant worldwide manufacturing and service facilities. For more information visit http://www.goodrich.com.

Page 6

FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY

Certain statements made in this document are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding our future plans, objectives and expected performance. Specifically, statements that are not historical facts, including statements accompanied by words such as “believe,” “expect,” “anticipate,” “intend,” “should,” “estimate,” or “plan,” are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. We caution readers that any such forward-looking statements are based on assumptions that we believe are reasonable, but are subject to a wide range of risks, and actual results may differ materially.

Important factors that could cause actual results to differ from expected performance include, but are not limited to:

• demand for and market acceptance of new and existing products, such as the Airbus A350 XWB, A320neo and A380, the Boeing 787, the EMBRAER 190, the Mitsubishi Regional Jet (MRJ), the Bombardier CSeries, the Dassault Falcon 7X and the Lockheed Martin F-35 Lightning II and the Northrop Grumman Joint STARS re-engining program;

• our ability to maintain profitability on the aerostructures 787 OE contract with Boeing;

• our ability to extend our commercial OE contracts beyond the initial contract periods;

• cancellation or delays of orders or contracts by customers or with suppliers, including delays or cancellations associated with the Boeing 787, the Airbus A380 and A350 XWB aircraft programs, and major military programs, including the Northrop Grumman Joint STARS re-engining program and the Lockheed Martin F-35 Lightning II;

• our ability to obtain price adjustments pursuant to certain of our long-term contracts;

• the financial viability of key suppliers and the ability of our suppliers to perform under existing contracts;

• the extent to which we are successful in integrating and achieving expected operating synergies for recent and future acquisitions;

• successful development of products and advanced technologies;

• the impact of bankruptcies and/or consolidations in the airline industry;

• the health of the commercial aerospace industry, including the large commercial, regional, business and general aviation aircraft manufacturers;

Page 7

• global demand for aircraft spare parts and aftermarket services;

• changing priorities or reductions in the defense budgets in the U.S. and other countries, U.S. foreign policy and the level of activity in military flight operations;

• the possibility of restructuring and consolidation actions;

• threats and events associated with and efforts to combat terrorism;

• the extent to which changes in regulations and/or assumptions result in changes to expenses relating to employee and retiree medical and pension benefits;

• competitive product and pricing pressures;

• our ability to recover under contractual rights of indemnification for environmental, asbestos and other claims arising out of the divestiture of our tire, vinyl, engineered industrial products and other businesses;

• the effect of changes in accounting policies or legislation, including tax legislation;

• cumulative catch-up adjustments or loss contract reserves on long-term contracts accounted for under the percentage of completion method of accounting;

• domestic and foreign government spending, budgetary and trade policies;

• economic and political changes in international markets where we compete, such as changes in currency exchange rates, interest rates, inflation, fuel prices, deflation, recession and other external factors over which we have no control;

• the outcome of contingencies including completion of acquisitions, joint ventures, divestitures, tax audits, litigation and environmental remediation efforts; and

• the impact of labor difficulties or work stoppages at our, a customer’s or a supplier’s facilities.

We caution you not to place undue reliance on the forward-looking statements contained in this document, which speak only as of the date on which such statements are made. We undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events.

Page 8

Supplemental Data

Segment Review

Quarter Ended March 31, 2011 Compared with Quarter Ended March 31, 2010

	Quarter Ended March 31,
					%			% of Sales
	2011		2010		Change			2011			2010
	(Dollars in millions)
NET CUSTOMER SALES
Actuation and Landing Systems	$	684.3	$	613.1		12	%
Nacelles and Interior Systems		656.4		555.8		18	%
Electronic Systems		555.2		526.3		5	%
Total Sales	$	1,895.9	$	1,695.2		12	%
SEGMENT OPERATING INCOME
Actuation and Landing Systems	$	86.5	$	69.4		25	%		12.6	%		11.3	%
Nacelles and Interior Systems		157.3		118.8		32	%		24.0	%		21.4	%
Electronic Systems		91.0		70.8		29	%		16.4	%		13.5	%
Segment Operating Income	$	334.8	$	259.0		29	%		17.7	%		15.3	%

Actuation and Landing Systems: Actuation and Landing Systems segment sales for the first quarter 2011 increased from the first quarter 2010 primarily due to the following:

• Higher defense and space OE and aftermarket sales of approximately $30 million, primarily in our aircraft wheels and brakes, landing gear and engine components businesses;

• Higher large commercial airplane OE sales of approximately $15 million, primarily in our landing gear and actuation systems businesses;

• Higher large commercial, regional, business and general aviation airplane aftermarket sales of approximately $11 million, primarily in our aircraft wheels and brakes business;

• Higher regional, business and general aviation airplane OE sales of approximately $10 million, primarily in our landing gear, actuation systems and engine components businesses; and

• Higher non-aerospace sales of approximately $7 million, primarily in our actuation systems and engine components businesses.

Page 9

Actuation and Landing Systems segment operating income for the first quarter 2011 increased from the first quarter 2010 primarily as a result of the following:

• Higher sales volume and favorable product mix across most businesses resulting in higher income of approximately $23 million; partially offset by

• Higher operating costs across most businesses partially offset by favorable pricing, which resulted in lower income of approximately $4 million; and

• Unfavorable foreign exchange of approximately $2 million.

Nacelles and Interior Systems: Nacelles and Interior Systems segment sales for the first quarter 2011 increased from the first quarter 2010 primarily due to the following:

• Higher regional, business and general aviation airplane OE sales of approximately $43 million, primarily in our aerostructures and interiors businesses, including sales associated with the acquisition of DeCrane’s cabin management assets;

• Higher large commercial, regional, business, and general aviation airplane aftermarket sales of approximately $34 million, primarily in our aerostructures and interiors businesses;

• Higher defense and space OE and aftermarket sales of approximately $13 million, primarily in our aerostructures business; and

• Higher large commercial airplane OE sales of approximately $9 million, primarily in our aerostructures business.

Nacelles and Interior Systems segment operating income for the first quarter 2011 increased from the first quarter 2010 primarily due to the following:

• Higher sales volume and favorable product mix which resulted in higher income of approximately $39 million, primarily in our aerostructures business; and

• Favorable pricing partially offset by higher operating costs, primarily in our aerostructures business, which resulted in higher income of approximately $2 million.

Electronic Systems: Electronic Systems segment sales for the first quarter 2011 increased from the first quarter 2010 primarily due to the following:

• Higher large commercial, regional, business and general aviation airplane aftermarket sales primarily in our sensors and integrated systems and engine controls and electrical power businesses of approximately $17 million;

• Higher defense and space OE and aftermarket sales across most businesses of approximately $11 million; and

Page 10

• Higher large commercial airplane OE sales of approximately $4 million, primarily in our sensors and integrated systems and engine controls and electrical power businesses; partially offset by

• Lower regional, business, and general aviation airplane OE sales of approximately $2 million, primarily in our engine controls and electrical power business.

Electronic Systems segment operating income for the first quarter 2011 increased from the first quarter 2010 primarily due to the following:

• Higher sales volume and favorable product mix across all businesses, which resulted in higher income of approximately $13 million;

• Higher income of approximately $6 million related to changes in estimates for certain long-term contracts in our ISR business, consisting of favorable changes in estimates of approximately $2 million in the first quarter of 2011 compared to a charge of approximately $4 million in the first quarter of 2010; and

• Favorable foreign exchange of approximately $3 million.

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PRELIMINARY
GOODRICH CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

	Three Months
	Ended
	March 31,
	2011			2010
Sales	$	1,895.9		$	1,695.2
Operating costs and expenses:
Cost of sales		1,310.5			1,204.3
Selling and administrative costs		285.1			269.9
		1,595.6			1,474.2
Operating Income		300.3			221.0
Interest expense		(34.6	)		(33.5	)
Interest income		0.3			0.1
Other income (expense) — net		(5.8	)		(6.4	)
Income from continuing operations before income taxes		260.2			181.2
Income tax expense		(63.6	)		(68.6	)
Income From Continuing Operations		196.6			112.6
Income from discontinued operations — net of income taxes		—			1.2
Consolidated Net Income		196.6			113.8
Net income attributable to noncontrolling interests		(1.8	)		(2.6	)
Net Income Attributable to Goodrich	$	194.8		$	111.2
Amounts Attributable to Goodrich:
Income from continuing operations	$	194.8		$	110.0
Income from discontinued operations — net of income taxes		—			1.2
Net Income Attributable to Goodrich	$	194.8		$	111.2
Earnings per common share attributable to Goodrich:
Basic Earnings Per Share:
Continuing operations	$	1.53		$	0.87
Discontinued operations		—			0.01
Net Income Attributable to Goodrich	$	1.53		$	0.88
Diluted Earnings Per Share:
Continuing operations	$	1.52		$	0.86
Discontinued operations		—			0.01
Net Income Attributable to Goodrich	$	1.52		$	0.87
Dividends Declared Per Common Share	$	0.29		$	0.27

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PRELIMINARY
GOODRICH CORPORATION
SEGMENT REPORTING (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

	Three Months
	Ended
	March 31,
	2011			2010
Sales:
Actuation and Landing Systems	$	684.3		$	613.1
Nacelles and Interior Systems		656.4			555.8
Electronic Systems		555.2			526.3
Total Sales	$	1,895.9		$	1,695.2
Operating Income:
Actuation and Landing Systems	$	86.5		$	69.4
Nacelles and Interior Systems		157.3			118.8
Electronic Systems		91.0			70.8
Total Segment Operating Income (1)		334.8			259.0
Corporate General and Administrative Expenses		(30.9	)		(33.9	)
ERP Costs		(3.6	)		(4.1	)
Total Operating Income	$	300.3		$	221.0
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		12.6	%		11.3	%
Nacelles and Interior Systems		24.0	%		21.4	%
Electronic Systems		16.4	%		13.5	%
Total Segment Operating Income as a Percent of Sales		17.7	%		15.3	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for certain enterprise ERP expenses which were not allocated to the segments. Segment operating income is used by management to assess the operating performance of the segments. See reconciliation of total segment operating income to total operating income above.

	Three Months
	Ended
	March 31,
	2011			2010
Numerator
Income from continuing operations attributable to Goodrich	$	194.8		$	110.0
Percentage allocated to common shareholders		98.6	%		98.6	%
	$	192.1		$	108.4
Denominator
Weighted-average shares		125.3			125.0
Effect of dilutive securities		1.1			1.3
Adjusted weighted-average shares and assumed conversion		126.4			126.3
Per share income from continuing operations
Basic	$	1.53		$	0.87
Diluted	$	1.52		$	0.86

Page 13

PRELIMINARY
GOODRICH CORPORATION
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT SHARE AMOUNTS)

	March 31,			December 31,
	2011			2010
Current Assets
Cash and cash equivalents	$	811.1		$	798.9
Accounts and notes receivable — net		1,267.7			1,102.7
Inventories — net		2,564.5			2,449.4
Deferred income taxes		162.5			158.3
Prepaid expenses and other assets		85.4			68.1
Income taxes receivable		7.5			93.7
Total Current Assets		4,898.7			4,671.1
Property, plant and equipment — net		1,477.5			1,521.5
Goodwill		1,773.5			1,762.2
Identifiable intangible assets — net		672.5			675.8
Deferred income taxes		16.8			16.4
Other assets		758.4			624.6
Total Assets	$	9,597.4		$	9,271.6
Current Liabilities
Short-term debt	$	5.1		$	4.1
Accounts payable		647.8			514.0
Accrued expenses		980.4			1,041.8
Income taxes payable		30.4			2.9
Deferred income taxes		28.4			28.1
Current maturities of long-term debt and capital lease obligations		1.5			1.5
Total Current Liabilities		1,693.6			1,592.4
Long-term debt and capital lease obligations		2,352.7			2,352.8
Pension obligations		525.7			556.7
Postretirement benefits other than pensions		295.1			296.9
Long-term income taxes payable		136.0			150.7
Deferred income taxes		460.3			431.2
Other non-current liabilities		514.1			503.1
Shareholders’ Equity
Common stock — $5 par value
Authorized 200,000,000 shares; issued 149,233,822 shares at March 31, 2011 and 148,213,331 shares at December 31, 2010 (excluding 14,000,000 shares held by a wholly owned subsidiary)		746.2			741.1
Additional paid-in capital		1,798.4			1,751.2
Income retained in the business		2,685.1			2,527.2
Accumulated other comprehensive income (loss)		(558.7	)		(676.1	)
Common stock held in treasury, at cost (24,363,299 shares at March 31, 2011 and 23,259,865 shares at December 31, 2010)		(1,093.1	)		(996.5	)
Total Shareholders’ Equity		3,577.9			3,346.9
Noncontrolling interests		42.0			40.9
Total Equity		3,619.9			3,387.8
Total Liabilities And Equity	$	9,597.4		$	9,271.6

Page 14

PRELIMINARY
GOODRICH CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(DOLLARS IN MILLIONS)

	Three Months
	Ended
	March 31,
	2011			2010
Operating Activities
Consolidated net income	$	196.6		$	113.8
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
(Income) loss from discontinued operations		—			(1.2	)
Pension and postretirement benefits:
Expenses		26.6			47.6
Contributions and benefit payments		(75.4	)		(112.7	)
Depreciation and amortization		72.4			67.1
Excess tax benefits related to share-based payment arrangements		(8.6	)		(8.0	)
Share-based compensation expense		17.9			18.2
Deferred income taxes		(5.2	)		5.8
Change in assets and liabilities, net of effects of acquisitions and divestitures:
Receivables		(157.3	)		(100.5	)
Inventories, net of pre-production and excess-over-average		(41.0	)		(7.4	)
Pre-production and excess-over-average inventories		(55.8	)		(50.3	)
Other current assets		1.8			(2.3	)
Accounts payable		90.5			68.0
Accrued expenses		(68.3	)		(20.7	)
Income taxes payable/receivable		105.8			37.5
Other assets and liabilities		(3.6	)		(25.4	)
Net Cash Provided By Operating Activities		96.4			29.5
Investing Activities
Purchases of property, plant and equipment		(35.6	)		(20.9	)
Proceeds from sale of property, plant and equipment		0.1			0.1
Payments received (made) in connection with acquisitions, net of cash acquired		8.3			—
Investments in and advances to equity investees		(0.5	)		(0.5	)
Net Cash Used In Investing Activities		(27.7	)		(21.3	)
Financing Activities
Increase (decrease) in short-term debt, net		0.8			1.1
Proceeds (repayments) of long-term debt and capital lease obligations		(0.5	)		—
Proceeds from issuance of common stock		27.1			35.2
Purchases of treasury stock		(96.6	)		(42.8	)
Dividends paid		(0.5	)		(34.1	)
Excess tax benefits related to share-based payment arrangements		8.6			8.0
Distributions to noncontrolling interests		(0.7	)		(0.6	)
Net Cash Used In Financing Activities		(61.8	)		(33.2	)
Discontinued Operations
Net cash provided by (used in) operating activities		(0.1	)		(0.2	)
Net cash provided by (used in) investing activities		—			—
Net cash provided by (used in) financing activities		—			—
Net cash provided by (used in) discontinued operations		(0.1	)		(0.2	)
Effect of exchange rate changes on cash and cash equivalents		5.4			(7.4	)
Net increase (decrease) in cash and cash equivalents		12.2			(32.6	)
Cash and cash equivalents at beginning of period		798.9			811.0
Cash and cash equivalents at end of period	$	811.1		$	778.4

Page 15

PRELIMINARY
GOODRICH CORPORATION
SUPPLEMENTARY FINANCIAL INFORMATION (UNAUDITED)
(DOLLARS IN MILLIONS)

	Three Months
	Ended
	March 31,
	2011			2010
Preliminary Income Statement Data:
Net Interest Expense	$	(34.3	)	$	(33.4	)
Other Income (Expense), Net:	$	(5.8	)	$	(6.4	)
- Retiree health care expenses related to previously owned business		(2.6	)		(2.7	)
- Expenses related to previously owned businesses		(1.6	)		(1.2	)
- Equity in affiliated companies		(0.9	)		(1.9	)
- Other — net		(0.7	)		(0.6	)
Preliminary Cash Flow Data:
Dividends paid	$	(0.5	)	$	(34.1	)
Depreciation and Amortization	$	72.4		$	67.1
- Depreciation		48.6			47.1
- Amortization		23.8			20.0
Net Cash Provided By Operating Activities	$	96.4		$	29.5
Purchases of Property, Plant and Equipment (Capital Expenditures)		(35.6	)		(20.9	)
Net Cash Provided By Operating Activities minus Capital Expenditures (Free Cash Flow[1])	$	60.8		$	8.6

	March 31,		December 31,
	2011		2010
Preliminary Balance Sheet Data:
Preproduction and Excess-Over-Average Inventory	$	1,224.0	$	1,154.2
Short-term Debt	$	5.1	$	4.1
Current Maturities of Long-term Debt and Capital Lease Obligations		1.5		1.5
Long-term Debt and Capital Lease Obligations		2,352.7		2,352.8
Total Debt[2]	$	2,359.3	$	2,358.4
Cash and Cash Equivalents		811.1		798.9
Net Debt[2]	$	1,548.2	$	1,559.5

[1]

Free cash flow, which represents net cash provided by operating activities minus capital expenditures, is a cash performance measure used by the Company. It is a non-GAAP financial measure that the Company believes provides a relevant measure of liquidity and a useful basis for assessing the Company’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of the Company’s common stock and distribution of earnings to shareholders.

[2]

Total Debt (defined as short-term debt plus current maturities of long-term debt and capital lease obligations plus long- term debt and capital lease obligations) and Net Debt (defined as Total Debt minus cash and cash equivalents) are non- GAAP financial measures that the Company believes are useful to rating agencies and investors in understanding the Company’s capital structure and leverage. Because all companies do not calculate these measures in the same manner, the Company’s presentation may not be comparable to other similarly titled measures reported by other companies.

Page 16