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): March 29, 2007

GOODRICH CORPORATION

(Exact name of registrant as specified in its charter)

New York
(State or other
jurisdiction of
incorporation) 1-892
(Commission
File Number) 34-0252680
(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

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))

TABLE OF CONTENTS

Financial Schedules

Item 8.01. Other Events.

     As disclosed in Goodrich Corporation’s (the “Company”) Annual Report on Form 10-K, filed with the SEC on February 20, 2007, the Company has announced certain organizational changes and realignments that result in changes to its business segment reporting structure, beginning in the first quarter of 2007. The new segment structure is described below:

Nacelles and Interior Systems (formerly called Engine Systems)

The Nacelles and Interior Systems segment (formerly called Engine Systems) consists of:

- Aerostructures, including:

     - Engineered Polymer Products (formerly part of Airframe Systems)

- Interiors, including:

     - Aircraft Interior Products (formerly part of Electronic Systems)

     - Lighting Systems (formerly part of Electronic Systems)

     - Cargo Systems

- Customer Services

Actuation and Landing Systems (formerly called Airframe Systems)

The Actuation and Landing Systems segment (formerly called Airframe Systems) consists of:

- Landing Gear

- Aircraft Wheels and Brakes

- Actuation Systems

- Aviation Technical Services

- Engine Components, including:

     - Turbine Fuel Technologies (formerly part of Engine Systems)

     - Turbomachinery Products (formerly part of Engine Systems)

     - Power Transmission (formerly part of Electronic Systems)

Electronic Systems

The Electronic Systems segment consists of:

- Sensors and Integrated Systems, including:

     - Sensor Systems

     - Fuel and Utility Systems

     - De-icing and Specialty Systems

     - Hoist and Winch

     - Missile Actuation (formerly part of Airframe Systems)

- Engine Control and Electrical Power Systems, including:

2

     - Engine Control Systems (formerly part of Engine Systems)

     - Power Systems

- Intelligence, Surveillance and Reconnaissance Systems (formerly called Optical and Space Systems)

     In addition to the changes to the segments described above, for future reporting periods and for prior periods which have been reclassified as a result, the Company has decided to reallocate the customer services business to the business that manufactured the product or system. Also, for future reporting periods and for prior periods which have been reclassified as a result, the Company has decided to reclassify and report within corporate administrative expense ERP implementation costs that are not directly associated with a specific business.

     Attached as Exhibit 99.1 to this Current Report on Form 8-K are the Company’s unaudited financial schedules which provide reclassified information about this reorganization and other changes as they relate to prior periods.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit 99.1 Financial Schedules

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: March 29, 2007	By:	/s/ Scott E. Kuechle
		Scott E. Kuechle
		Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit 99.1 Financial Schedules

4

EX-99.1

EXHIBIT 99.1

GOODRICH CORPORATION
SEGMENT RESULTS OF OPERATIONS AS REPORTED UNDER THE NEW ORGANIZATION STUCTURE (UNAUDITED)
(DOLLARS IN MILLIONS)

	Full Year			1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			Full Year
	2005			2006			2006			2006			2006			2006
Sales:
Actuation and Landing Systems
(formerly Airframe Systems)	$	2,126.4		$	538.4		$	561.9		$	556.5		$	586.2		$	2,243.0
Nacelles and Interior Systems (formerly Engine Systems)		1,734.9			493.8			514.9			464.2			510.6			1,983.5
Electronic Systems		1,535.2			391.6			406.4			415.3			438.5			1,651.8
Total Sales	$	5,396.5		$	1,423.8		$	1,483.2		$	1,436.0		$	1,535.3		$	5,878.3
Operating Income:
Actuation and Landing Systems	$	111.4		$	18.9		$	41.5		$	43.0		$	37.5		$	140.9
Nacelles and Interior Systems		321.9			104.8			114.8			103.4			92.3			415.3
Electronic Systems		188.4			47.3			51.9			56.8			65.5			221.5
Total Segment Operating Income (1)		621.7			171.0			208.2			203.2			195.3			777.7
Corporate General and Administrative Costs		(88.4	)		(27.2	)		(23.9	)		(23.0	)		(30.9	)		(105.0	)
Unallocated ERP Implementation Costs		—			(1.1	)		(5.5	)		(5.8	)		(4.0	)		(16.4	)
Pension Curtailment		—			—			(10.9	)		—			—			(10.9	)
Total Operating Income	$	533.3		$	142.7		$	167.9		$	174.4		$	160.4		$	645.4
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		5.2	%		3.5	%		7.4	%		7.7	%		6.4	%		6.3	%
Nacelles and Interior Systems		18.6	%		21.2	%		22.3	%		22.3	%		18.1	%		20.9	%
Electronic Systems		12.3	%		12.1	%		12.8	%		13.7	%		14.9	%		13.4	%
Total Segment Operating Income as a Percent of Sales		11.5	%		12.0	%		14.0	%		14.2	%		12.7	%		13.2	%
Total Operating Income as a Percent of Sales		9.9	%		10.0	%		11.3	%		12.1	%		10.4	%		11.0	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment and certain enterprise ERP implementation 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.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP		Customer			New
Full Year	Organizational			Segment			Implementation		Services			Organizational
2005	Structure			Reorganization			Costs (2)		Reallocation			Structure
Sales:
Actuation and Landing Systems	$	1,854.2		$	244.6		$	—	$	27.6		$	2,126.4
Nacelles and Interior Systems		2,237.6			(378.9	)		—		(123.8	)		1,734.9
Electronic Systems		1,304.7			134.3			—		96.2			1,535.2
Total Sales	$	5,396.5		$	—		$	—	$	—		$	5,396.5
Operating Income:
Actuation and Landing Systems	$	76.0		$	32.2		$	—	$	3.2		$	111.4
Nacelles and Interior Systems		399.8			(62.8	)		—		(15.1	)		321.9
Electronic Systems		145.9			30.6			—		11.9			188.4
Total Segment Operating Income (1)		621.7			—			—		—			621.7
Corporate General and Administrative Costs		(88.4	)		—			—		—			(88.4	)
Unallocated ERP Implementation Costs		—			—			—		—			—
Pension Curtailment		—			—			—		—			—
Total Operating Income	$	533.3		$	—		$	—	$	—		$	533.3
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		4.1	%										5.2	%
Nacelles and Interior Systems		17.9	%										18.6	%
Electronic Systems		11.2	%										12.3	%
Total Segment Operating Income as a Percent of Sales		11.5	%										11.5	%
Total Operating Income as a Percent of Sales		9.9	%										9.9	%

(1)

Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment and certain enterprise ERP implementation 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.

(2)

No Enterprise ERP implementation costs incurred in 2005.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP			Customer			New
1st Quarter	Organizational			Segment			Implementation			Services			Organizational
2006	Structure			Reorganization			Costs			Reallocation			Structure
Sales:
Actuation and Landing Systems	$	470.3		$	63.0		$	—		$	5.1		$	538.4
Nacelles and Interior Systems		610.5			(91.4	)		—		$	(25.3	)		493.8
Electronic Systems		343.0			28.4			—		$	20.2			391.6
Total Sales	$	1,423.8		$	—		$	—		$	—		$	1,423.8
Operating Income:
Actuation and Landing Systems	$	14.3		$	2.9		$	0.4		$	1.3		$	18.9
Nacelles and Interior Systems		118.7			(10.5	)		0.5			(3.9	)		104.8
Electronic Systems		36.9			7.6			0.2			2.6			47.3
Total Segment Operating Income (1)		169.9			—			1.1			—			171.0
Corporate General and Administrative Costs		(27.2	)		—			—			—			(27.2	)
Unallocated ERP Implementation Costs		—			—			(1.1	)		—			(1.1	)
Pension Curtailment		—			—			—			—			—
Total Operating Income	$	142.7		$	—		$	—		$	—		$	142.7
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		3.0	%											3.5	%
Nacelles and Interior Systems		19.4	%											21.2	%
Electronic Systems		10.8	%											12.1	%
Total Segment Operating Income as a Percent of Sales		11.9	%											12.0	%
Total Operating Income as a Percent of Sales		10.0	%											10.0	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment 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.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP			Customer			New
2nd Quarter	Organizational			Segment			Implementation			Services			Organizational
2006	Structure			Reorganization			Costs			Reallocation			Structure
Sales:
Actuation and Landing Systems	$	488.6		$	67.5		$	—		$	5.8		$	561.9
Nacelles and Interior Systems		634.6			(95.5	)		—		$	(24.2	)		514.9
Electronic Systems		360.0			28.0			—		$	18.4			406.4
Total Sales	$	1,483.2		$	—		$	—		$	—		$	1,483.2
Operating Income:
Actuation and Landing Systems	$	28.0		$	10.1		$	2.0		$	1.4		$	41.5
Nacelles and Interior Systems		128.9			(10.6	)		2.2			(5.7	)		114.8
Electronic Systems		45.8			0.5			1.3			4.3			51.9
Total Segment Operating Income (1)		202.7			—			5.5			—			208.2
Corporate General and Administrative Costs		(23.9	)		—			—			—			(23.9	)
Unallocated ERP Implementation Costs		—			—			(5.5	)		—			(5.5	)
Pension Curtailment		(10.9	)		—			—			—			(10.9	)
Total Operating Income	$	167.9		$	—		$	—		$	—		$	167.9
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		5.7	%											7.4	%
Nacelles and Interior Systems		20.3	%											22.3	%
Electronic Systems		12.7	%											12.8	%
Total Segment Operating Income as a Percent of Sales		13.7	%											14.0	%
Total Operating Income as a Percent of Sales		11.3	%											11.3	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment 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.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP			Customer			New
3rd Quarter	Organizational			Segment			Implementation			Services			Organizational
2006	Structure			Reorganization			Costs			Reallocation			Structure
Sales:
Actuation and Landing Systems	$	481.1		$	69.4		$	—		$	6.0		$	556.5
Nacelles and Interior Systems		582.5			(92.1	)		—		$	(26.2	)		464.2
Electronic Systems		372.4			22.7			—		$	20.2			415.3
Total Sales	$	1,436.0		$	—		$	—		$	—		$	1,436.0
Operating Income:
Actuation and Landing Systems	$	30.8		$	9.0		$	2.1		$	1.1		$	43.0
Nacelles and Interior Systems		116.2			(10.8	)		2.4			(4.4	)		103.4
Electronic Systems		50.4			1.8			1.3			3.3			56.8
Total Segment Operating Income (1)		197.4			—			5.8			—			203.2
Corporate General and Administrative Costs		(23.0	)		—			—			—			(23.0	)
Unallocated ERP Implementation Costs		—			—			(5.8	)		—			(5.8	)
Pension Curtailment		—			—			—			—			—
Total Operating Income	$	174.4		$	—		$	—		$	—		$	174.4
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		6.4	%											7.7	%
Nacelles and Interior Systems		19.9	%											22.3	%
Electronic Systems		13.5	%											13.7	%
Total Segment Operating Income as a Percent of Sales		13.7	%											14.2	%
Total Operating Income as a Percent of Sales		12.1	%											12.1	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment 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.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP			Customer			New
4rth Quarter	Organizational			Segment			Implementation			Services			Organizational
2006	Structure			Reorganization			Costs			Reallocation			Structure
Sales:
Actuation and Landing Systems	$	510.6		$	68.7		$	—		$	6.9		$	586.2
Nacelles and Interior Systems		627.7			(93.5	)		—		$	(23.6	)		510.6
Electronic Systems		397.0			24.8			—		$	16.7			438.5
Total Sales	$	1,535.3		$	—		$	—		$	—		$	1,535.3
Operating Income:
Actuation and Landing Systems	$	24.4		$	10.7		$	1.4		$	1.0		$	37.5
Nacelles and Interior Systems		107.2			(13.4	)		1.7			(3.2	)		92.3
Electronic Systems		59.7			2.7			0.9			2.2			65.5
Total Segment Operating Income (1)		191.3			—			4.0			—			195.3
Corporate General and Administrative Costs		(30.9	)		—			—			—			(30.9	)
Unallocated ERP Implementation Costs		—			—			(4.0	)		—			(4.0	)
Pension Curtailment		—			—			—			—			—
Total Operating Income	$	160.4		$	—		$	—		$	—		$	160.4
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		4.8	%											6.4	%
Nacelles and Interior Systems		17.1	%											18.1	%
Electronic Systems		15.0	%											14.9	%
Total Segment Operating Income as a Percent of Sales		12.5	%											12.7	%
Total Operating Income as a Percent of Sales		10.4	%											10.4	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment 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.

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GOODRICH CORPORATION
COMPONENTS OF CHANGES RESULTING FROM
SEGMENT REORGANIZATION AND OTHER CHANGES (UNAUDITED)
(DOLLARS IN MILLIONS)

	Old						ERP			Customer			New
Full Year	Organizational			Segment			Implementation			Services			Organizational
2006	Structure			Reorganization			Costs			Reallocation			Structure
Sales:
Actuation and Landing Systems	$	1,950.6		$	268.6		$	—		$	23.8		$	2,243.0
Nacelles and Interior Systems		2,455.3			(372.5	)		—			(99.3	)		1,983.5
Electronic Systems		1,472.4			103.9			—			75.5			1,651.8
Total Sales	$	5,878.3		$	—		$	—		$	—		$	5,878.3
Operating Income:
Actuation and Landing Systems	$	97.5		$	32.7		$	5.9		$	4.8		$	140.9
Nacelles and Interior Systems		471.0			(45.3	)		6.8			(17.2	)		415.3
Electronic Systems		192.8			12.6			3.7			12.4			221.5
Total Segment Operating Income (1)		761.3			—			16.4			—			777.7
Corporate General and Administrative Costs		(105.0	)		—			—			—			(105.0	)
Unallocated ERP Implementation Costs		—			—			(16.4	)		—			(16.4	)
Pension Curtailment		(10.9	)		—			—			—			(10.9	)
Total Operating Income	$	645.4		$	—		$	—		$	—		$	645.4
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		5.0	%											6.3	%
Nacelles and Interior Systems		19.2	%											20.9	%
Electronic Systems		13.1	%											13.4	%
Total Segment Operating Income as a Percent of Sales		13.0	%											13.2	%
Total Operating Income as a Percent of Sales		11.0	%											11.0	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for the pension curtailment 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.

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