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 July 24, 2007): July 26, 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

By-Laws

Press Release

Written Presentation

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

     On July 24, 2007, the Board of Directors (the “Board”) of Goodrich Corporation (“Goodrich”) approved of an increase in the fixed retainer paid to each non-employee director to $60,000 per year and an increase in the amount of Phantom Share awards granted to each non-employee director to the equivalent of $90,000 per year. These changes are effective as of July 1, 2007.

Section 2 – Financial Information

Item 2.02. Results of Operations And Financial Condition.

     On July 26, 2007, Goodrich issued a press release announcing its financial results for the second quarter 2007 and updating its outlook for full year 2007. 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 July 26, 2007. By press releases dated July 9, 2007 and July 25, 2007, 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. A copy of such presentation is furnished as Exhibit 99.2.

Section 5 – Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     On July 24, 2007, the Board amended Goodrich’s By-Laws as follows: (i) Article I, Section 2 to specifically address electronic notice of annual meetings of shareholders; (ii) Article II, Section 2 to expressly permit the issuance of uncertificated shares; (iii) Article II, Section 3 to address the transfer of uncertificated shares; and (iv) Article III, Section 4 to state that the Board will not nominate an individual for election at an annual meeting who, prior to such annual meeting, will attain age 72, and to fill a vacancy will not elect an individual who has attained age 72 and to remove language authorizing the Board to waive the mandatory retirement age.

     The foregoing description of the amendment of the By-Laws of Goodrich is qualified in its entirety by reference to the full text of the By-Laws, as Amended Through July 24, 2007, attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. `

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Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1 By-Laws of Goodrich Corporation, as Amended Through July 24, 2007.

Exhibit 99.1 Goodrich Corporation Press Release dated April 26, 2007 titled “Goodrich Announces First Quarter 2007 Financial Results and Increases Outlook for 2007 Sales and Net Income per Diluted Share.”

Exhibit 99.2 Goodrich written presentation dated April 26, 2007 titled “Goodrich Corporation First Quarter 2007 Results.”

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: July 26, 2007	By:	/s/ Scott E. Kuechle
		Scott E. Kuechle
		Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit 3.1 By-Laws of Goodrich Corporation, as Amended Through July 24, 2007.

Exhibit 99.1 Goodrich Corporation Press Release dated July 26, 2007 titled “Goodrich Announces First Quarter 2007 Financial Results and Increases Outlook for 2007 Sales and Net Income per Diluted Share.”

Exhibit 99.2 Goodrich written presentation dated July 26, 2007 titled “Goodrich Corporation First Quarter 2007 Results.”

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EX-3.1

EXHIBIT 3.1

BY-LAWS
of
GOODRICH CORPORATION

As Amended Through
July 24, 2007

ARTICLE I
Shareholders

Annual Meeting	SECTION 1. The annual meeting of the shareholders of the Company, for the election of Directors and for the transaction of such other business as may properly come before the meeting, shall be held in the State of New York, or elsewhere in the United States as permitted by the laws of the State of New York, at such time on such date as the Board of Directors may select. If the day fixed for the meeting shall be a legal holiday, such meeting shall be held on the next succeeding full business day. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled annual meeting of shareholders.
Notice of Annual Meeting	SECTION 2. Notice of the time and place of holding each such annual meeting of shareholders shall be served either personally, by mail or electronically upon each shareholder of record of the Company entitled to vote at such meeting between ten and sixty days before the date fixed for such meeting; if mailed, it shall be directed, except as otherwise provided by law, to each shareholder at the shareholder’s post office address as it appears on the stock records of the Company or its stock transfer agent.
Special Meetings	SECTION 3. Special meetings of shareholders, unless otherwise provided by law, may be called at any time by the Board of Directors. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled special meeting of shareholders.
Notice of Special Meetings	SECTION 4. Notice of each such special meeting, unless otherwise provided by law, may be given as herein provided for giving notice of an annual meeting.
Quorum	SECTION 5. At all meetings of shareholders, annual or special, other than meetings a quorum at which is fixed by law, in order to constitute a quorum there shall be present either in person or by proxy holders of record of a majority of the shares of the class or classes of the capital stock of the Company entitled to vote at such meeting, except that as to any action to be taken by shareholders voting separately as a class or classes a majority of the

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	shares entitled to vote separately as one class shall constitute a quorum of that class and may act separately whether or not a quorum of another class or classes be present.
Adjourned Meeting	SECTION 6. At any meeting of shareholders, annual or special, the chairman of the meeting or the holders of record of the majority of the shares present and entitled to vote may adjourn the meeting from time to time, whether or not a quorum is present. At any adjourned meeting the Company may transact any business which might have been transacted at the original meeting.
Number of Votes	SECTION 7. Except as otherwise provided by law or by the Restated Certificate of Incorporation or other certificate filed pursuant to law, each shareholder of record shall be entitled at every meeting of shareholders to one vote, either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney, for each share of stock standing in the shareholder’s name on the stock records of the Company.
Manner of Voting	SECTION 8. In the election of Directors and in voting on any question on which a vote by ballot is required by law or is demanded by any shareholder, the voting shall be by ballot. On all other questions the voting may be viva voce.
Inspectors of Election	SECTION 9. The Board of Directors, prior to the annual and each special meeting of the shareholders each year, may appoint two inspectors of election to act at such meeting. In the event of the failure of the Board to make such appointment or if any inspector of election shall for any reason fail to attend and to act at such meeting, an inspector or inspectors of election, as the case may be, may be appointed by the chairman of the meeting.
Introduction of Business at a Meeting of Shareholders	SECTION 10. (A) Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant to the Company’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any shareholder of the Company who was a shareholder of record at the time of giving of notice provided for in this By-Law, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this By-Law.
	(2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (C) of paragraph (A) (1) of this By-Law, the shareholder must have given timely notice thereof in

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writing to the Secretary of the Company. To be timely, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the l0th day following the day on which public announcement of the date of such meeting is first made. Such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, the name, age, principal occupations and employment during the past five years, name and principal business of any corporation or other organization in which such occupations and employment were carried on, a brief description of any arrangement or understanding between such person and any other person(s) (naming such person(s)) pursuant to which he was or is to be selected as a nominee, and the written consent of such person(s) to serve as a director if elected; (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the Company’s records, of such beneficial owner and any other shareholders believed by such shareholder to be supporting such nominee(s) or other business and (ii) the class and number of shares of the Company which are owned beneficially and of record by such shareholder, such beneficial owner and any other shareholders believed by such shareholder to be supporting such nominee(s) or other business.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Company at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the l0th day

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following the day on which such public announcement is first made by the Company.

(B) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Company’ s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Company’s notice of meeting (a) by or at the direction of the Board of Directors or (b) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Company who is a shareholder of record at the time of giving of notice provided for in thus By-Law, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this By-Law. In the event the Company calls a special meeting of shareholders for the purpose of electing one or more directors, any such shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Company’s notice of meeting, if the shareholder’s notice required by paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C) General. (1) Only such persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. The Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal shall be disregarded.

(2) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(3) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE II
Stock

Certificates of Shares	SECTION 1. The shares of the Company’s stock may be certificated or uncertificated, as provided under New York law, and shall be entered in the records of the Company and registered as they are issued. Certificates of Stock shall be numbered and registered in the order in which they are issued and shall be signed by the Chairman of the Board or a Vice Chairman of the Board or the President or a Vice-President and by the Secretary or Treasurer or by an Assistant Secretary or an Assistant Treasurer, and sealed with the seal of the Company or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if: (i) the certificate is countersigned by a transfer agent or registered by a registrar other than the Company or its employee, or (ii) the shares are listed on a registered national security exchange.
Transfer of Shares	SECTION 2. Transfer of certificated shares may be made on the records of the Company by the holder thereof in person, or by the person’s attorney-in-fact pursuant to power of attorney duly executed and filed with the Company, upon the surrender of the certificate or certificates for such shares. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the shareholder entitled thereto and the transaction shall be recorded upon the records of the Company.
Closing of Books; Record Dates	SECTION 3. Unless otherwise provided by law or by the Restated Certificate of Incorporation, the Board of Directors may fix a date, not exceeding fifty days prior to the date appointed for any meeting of the shareholders or prior to the date fixed for the payment of any dividend or for the delivery of any evidences of rights or other distribution allowed by law, as the record date for the determination of the shareholders entitled to notice of and to vote at such meeting, or to receive any such dividends, rights, or distribution as the case may be.

ARTICLE III
Directors

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Responsibilities	SECTION 1. The business of the Company shall be managed under the direction of the Board of Directors.
Number, Election, and Qualification of Directors	SECTION 2. The number of Directors of the Company (exclusive of Directors to be elected by any series of Series Preferred Stock voting separately as a class) shall be as determined by the Directors from time to time by resolution adopted by a majority of the entire Board. As used in this Article, “entire Board” means the total number of Directors which the Company would have if there were no vacancies. In the event that the Board is increased by such a resolution, the vacancy or vacancies so resulting shall be filled by a vote of a majority of the Directors then in office. No decrease in the Board shall shorten the term of any incumbent Director.
Vacancies	SECTION 3. Other vacancies occurring in the Board of Directors may be filled for the unexpired term at any regular meeting of the Board of Directors, or at any special meeting thereof called for that purpose, by a vote of the remaining Directors entitled to vote on such question.
Nomination of Directors	SECTION 4. The Board of Directors, in recommending nominees for election by the shareholders to the Board of Directors and in electing members to fill vacancies occurring in the Board of Directors, will not nominate an individual for election at an annual meeting who, prior to such annual meeting, will attain age 72, and to fill a vacancy will not elect an individual who has attained age 72.
Regular Meetings	Section 5. The Board of Directors shall hold regular meetings at such times and at such places as the Board may prescribe from time to time. All meetings shall be held at such time on such dates as the Board may designate, except that a regular meeting of the Board of Directors shall be held following the adjournment of and on the same date as the annual meeting of shareholders and at such meeting the Board may elect or appoint officers of the Company.
Special Meetings	SECTION 6. Special meetings of the Board of Directors may be called by the Chairman of the Board, by a Vice Chairman of the Board, or by the President. The Secretary shall call special meetings of the Board of Directors when requested in writing so to do by any three members thereof, or when ordered so to do by the Executive Committee.
Notice	SECTION 7. Notice of any special meeting of the Board of Directors may be served not less than three hours before the date and time fixed for such meeting, by oral, written or electronic communication stating the time and place thereof or if by mail not less than three days before the date fixed for

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	such meeting. Any oral notice may be given to each member of the Board of Directors at his or her office or his or her address as it appears on the records of the Company, whether or not the director is present personally to receive it. Any written or electronic notice shall be addressed to each member of the Board of Directors at his or her office or his or her address as it appears on the records of the Company. No notice shall be required of a regular meeting.
Quorum; Telephonic Meetings	SECTION 8. At any meetings of the Board of Directors, regular or special, one-half of the entire Board shall constitute a quorum. Any one or more members of the Board of Directors or any Committee of the Board of Directors may participate in a meeting of the Board of Directors or such Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Appointment of Committees	SECTION 9. The Board of Directors may appoint such Committees, in addition to the Executive Committee, as it may consider proper, and such Committees shall exercise such powers and duties as the Board from time to time may prescribe. The Board of Directors may designate alternate members of any Committee.
Compensation of Directors	SECTION 10. Directors, excepting officers who are Directors, may receive such compensation for their services as Directors, and as members of Committees, as shall be fixed from time to time by resolution of the Board of Directors.
Traveling Expenses	SECTION 11. A Director attending any meeting of the Board of Directors shall be allowed any proper expenses incurred in attending such meeting.
Removal of Directors	SECTION 12. Any or all of the directors may be removed by the shareholders only for cause.

ARTICLE IV
Executive Committee

Membership and Appointment	SECTION 1. The Board of Directors may appoint not less than three Directors who shall constitute the Executive Committee. Vacancies in the Executive Committee may be filled at any meeting of the Board of Directors.
Powers and Duties	SECTION 2. The Executive Committee may advise with and aid the officers of the Company in all matters concerning its interests and the management of

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	its business. When the Board of Directors is not in session the Executive Committee shall have and may exercise all the powers of the Board of Directors, so far as such may be delegated legally, with reference to the conduct of the business of the Company, except that the Executive Committee shall not take any action to amend the Restated Certificate of Incorporation or the By-Laws, to elect Directors to fill vacancies on the Board or any Committee thereof, or to fix the compensation of Directors for services in any capacity.
Meetings	SECTION 3. Regular meetings of the Executive Committee may be held without call or notice at such times and places as the Executive Committee from time to time may fix. Special meetings of the Executive Committee may be called by the Chairman of the Board, by a Vice Chairman of the Board, or by the President. The Secretary shall call special meetings when requested to do so by any two members thereof. Notice shall be given in the same manner as notice of special meetings of the Board of Directors.
Quorum	SECTION 4. At any meeting of the Executive Committee three members shall constitute a quorum. Any action of the Executive Committee to be effective must be authorized by the affirmative vote of a majority of the members thereof present and in any event shall require not less than three affirmative votes.
Record of Meetings	SECTION 5. The Secretary shall cause to be kept at his or her office the minutes of the meetings of the Executive Committee. These minutes shall be presented to the Board of Directors from time to time for their information.

ARTICLE V
Officers

Election and Appointment

SECTION 1. The Board of Directors may elect from its number a Chairman of the Board and one or more Vice Chairmen of the Board and shall elect a President and may elect one or more Vice-Presidents, a Secretary, a Treasurer, and a Controller, and may appoint such Assistant Secretaries, Assistant Treasurers, and Assistant Controllers as it may determine. All officers shall serve during the pleasure of the Board. The Board of Directors may create such other offices as it may determine and appoint officers to fill such offices; fill vacancies in any office; delegate to one or more officers any of the duties of any officer or officers; and prescribe the duties of any officers.

Chairman of the

SECTION 2. The Chairman of the Board, if there be one, shall

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Board - Duties	preside at all meetings of shareholders, of the Board of Directors and, unless there is a different Chairman of the Executive Committee, of the Executive Committee, and shall have such other authority and perform such other duties as are prescribed by these By-Laws and by the Board of Directors.
Vice Chairman of the Board - Duties	SECTION 3. Each Vice Chairman of the Board, if he is not the Chief Executive Officer, shall have such authority and perform such duties as may be prescribed by these By-Laws and the Chief Executive Officer.
	A Vice Chairman of the Board, if he or she is the Chief Executive Officer, shall have such authority and perform such duties as are prescribed by these By-Laws and by the Board of Directors. The Vice Chairman of the Board (or, if there be more than one, the Vice Chairman of the Board in the order designated by the Board of Directors), in the absence or disability of the Chairman of the Board and the President, shall preside at all meetings of the shareholders, of the Board of Directors and, unless there is a different Chairman of the Executive Committee, of the Executive Committee.
President - Duties	SECTION 4. The President, if he or she is not the Chief Executive Officer, shall have such authority and perform such duties as may be prescribed by these By-Laws and the Chief Executive Officer.
	The President, if he or she is the Chief Executive Officer, shall have such authority and perform such duties as are prescribed by these By-Laws and by the Board of Directors. The President, in the absence or disability of the Chairman of the Board, shall preside at all meetings of the shareholders, of the Board of Directors and, unless there is a different Chairman of the Executive Committee, of the Executive Committee.
Chief Executive Officer - Duties	SECTION 5. The Board of Directors shall designate the Chairman of the Board, a Vice Chairman of the Board, or the President as Chief Executive Officer. Such Chief Executive Officer shall have the general direction of the affairs of the Company, subject to the Board of Directors. He or she may appoint and discharge agents and employees, and perform such other duties as are incident to his or her office or delegated to him or her by the Board of Directors or which are or may at any time be authorized or required by law.
	In the absence or disability of the officer designated as Chief Executive Officer, one of the other aforementioned officers (Chairman of the Board, Vice Chairman of the Board, or President), as determined by the Board of Directors, shall perform any and all of the duties of the Chief Executive Officer.

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Chairman of the Executive Committee - Duties	SECTION 6. The Chairman of the Executive Committee, if there be one, shall be a Director and may be an employee of the Company. He or she shall preside at all meetings of the Executive Committee and shall have such other authority and perform such other duties as may be prescribed by these By-Laws, the Board of Directors and the Chief Executive Officer.
Vice-President - Duties	SECTION 7. Each Vice-President shall have the powers and duties incident to that office and shall have such other powers and duties as are prescribed by the By-Laws and from time to time by the Chief Executive Officer.
Secretary - Duties	SECTION 8. The Secretary shall be ex-officio Secretary of the Board of Directors, the Executive Committee, and, unless otherwise determined by the Committees, of all other standing Committees. He or she shall keep the minutes of all meetings of the shareholders, the Board of Directors, the Executive Committee, and, of all other standing Committees; and attend to serving and giving all notices of the Company. He or she shall have charge of the corporate seal, the stock certificate records and such other books, records, and papers as the Board of Directors and the Executive Committee may direct; cause to be kept a stock record containing the names alphabetically arranged of all persons who are shareholders of the Company, showing their place of residence, the number of shares of stock held by them respectively, the time when they respectively became owners thereof, and the amount paid thereon; and shall perform such other duties as may be incident to his or her office.
Treasurer - Duties	SECTION 9. The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements in books belonging to the Company, and shall have the care and custody of all funds and securities of the Company and deposit such funds in the name of the Company in such bank or banks as the Board of Directors or the Executive Committee or the Chief Executive Officer may designate. The Treasurer is authorized to sign all checks, drafts, notes, bills of exchange, orders for the payment of money, and any negotiable instrument of the Company, but no such instrument shall be signed in blank. He or she shall disburse the funds of the Company as may be ordered by the Board of Directors, the Executive Committee, or the Chief Executive Officer. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director, and also, provided the Board of Directors or the Executive Committee or the Chief Executive Officer so orders, to any shareholder of the Company upon application at the office of the Company by such shareholder during business hours; and he or she shall give such bonds for the faithful performance of his or her duties as the Board

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of Directors or the Executive Committee or the Chief Executive Officer may determine, and he or she shall perform such other duties as are prescribed by these By-Laws and as are incident to his or her office.

Controller - - Duties

SECTION 10. The Controller shall be the chief accounting officer of the Company. He or she shall keep or cause to be kept all books of accounts and accounting records of the Company, and shall prepare or have prepared appropriate financial statements for submission to the Board of Directors, Executive Committee, and shareholders. He or she shall perform all other duties incident to his or her office.

ARTICLE VI
Indemnification of Directors, Officers and Employees

Directors and Officers	SECTION l (a). The Company shall indemnify its Directors and Officers and every other person whom the Company may indemnify under the indemnification provisions for Directors and Officers of the Business Corporation Law of New York as now in effect or as hereafter amended to the full extent permissible under and consistent with such provisions.
	The right of indemnification provided in this Section 1 shall not be deemed exclusive of any other rights to which such Director or Officer or other person may be entitled apart from this Section 1.
	SECTION l(b). In furtherance and not in limitation of the provisions of Section l(a) of this Article VI:
General	(i) The Company shall indemnify any person who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company or any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is serving, has served or has agreed to serve in any capacity at the request of the Company, by reason of the fact that such person, such person’s testator or intestate, is or was or has agreed to become a director or officer of the Company, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid or to be paid in settlement, excise taxes or penalties, and costs, charges and expenses, including attorneys’ fees, incurred in connection with such action or proceeding or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (A)

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	his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (B) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled; provided, further, that, except as provided in Section l(b)(vi) of this Article VI or as otherwise provided by agreement, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.
Non-Exclusivity of Rights	(ii) The Company may indemnify any person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation Law or other rights created by (A) a resolution of shareholders, (B) a resolution of directors or (C) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or directors or otherwise.
Expenses	(iii) The Company shall, from time to time, reimburse or advance to any person referred to in Section 1(b)(i) of this Article VI the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action or proceeding referred to in Section 1(b)(i), upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (A) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (B) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Interpretation of Rights to Indemnification	(iv) Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Section shall be entitled to the greater of the indemnification (or advancement of expenses) provided (A) under the applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or (B) under the applicable law in effect at the time indemnification (or advancement of expenses) is sought.

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Other Rights	(v) The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article VI, (A) shall be deemed to arise from a contract between the Company and any person entitled to be indemnified or to the reimbursement or advancement of expenses pursuant to this Section l(b) of Article VI, pursuant to which such person may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the such person and (B) shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the estate, heirs, executors and administrators of such person, and shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.
Right of Claimant to Bring Suit	(vi) If a request to be indemnified is made under Section l(b) of VI, the Board shall make a determination pursuant to Section 723(b) of the New York Business Corporation Law within 30 days after such request as to whether the person so requesting indemnification is entitled to indemnification under this Article VI and the New York Business Corporation Law. If a request to be indemnified or for the reimbursement or advancement of expenses under Section 1(b) of Article VI is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Company) that the claimant has not met the standards of conduct which make it permissible under the New York Business Corporation Law or hereunder for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New York Business Corporation Law or hereunder, nor an actual determination by the Company (including its Board, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
Insurance	(vii) The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any

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	such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the New York Business Corporation Law.
Separability	(viii) If this Section l(b) of Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each director, officer, employee or agent of the Company as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Section l(b) of Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.
Employees	SECTION 2. Any person made a party to or involved in any action, suit, or proceeding (including a claim), whether civil, administrative, or criminal, by reason of the fact that such person, such person’s testator or intestate, is or was an employee of the Company or of any corporation which such person, such person’s testator or intestate served as such at the request of the Company, or by reason of his or her alleged negligence or misconduct in the performance of his or her duties as such employee, may be indemnified by the Company against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with the defense of such action, suit, or proceeding, or in connection with any appeal therein, or in connection with the disposition thereof, provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the employee establishes that (A) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (B) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
	The right of indemnification provided by this Section 2 shall not be deemed exclusive of any other rights to which such employee may be entitled apart from this Section 2.

ARTICLE VII
Corporate Seal

Corporate Seal SECTION 1. The seal of the Company shall be circular in form and shall have inscribed thereon the name of the Company, the state of its organization (New York), the year of its creation (1912), and the words “Corporate Seal.”

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ARTICLE VIII
Waiver of Notice

Waiver of Notice SECTION 1. Whenever under the provisions of these By-Laws or any of the Corporate Laws of the State of New York, the Board of Directors or any Committee is authorized to take any action after notice or after lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved and the requirements waived by each member entitled to notice. Such authorization or approval and such waiver shall be filed with the Secretary of the Company.

ARTICLE IX
Amendments

Amendments by Shareholders

SECTION 1. These By-Laws may be altered, amended, or repealed by the shareholders at any annual meeting, or at any at any special meeting called for that purpose, by the affirmative vote of holders of record of a majority of the shares of the stock represented at such meeting entitled to vote thereon either in person or by proxy.

Amendments by Directors

SECTION 2. These By-Laws may be altered, amended, or repealed at any regular or special meeting of the Board of Directors by the vote of a majority of the total number of Directors. Any By-Laws made by the Board of Directors may be altered, amended, or repealed by the shareholders at any annual meeting or at any special meeting called for that purpose by the affirmative vote of holders of record of a majority of the shares of the stock represented at such meeting entitled to vote thereon either in person or by proxy.

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Certificate

                                         hereby certifies that he/she is                                           of Goodrich Corporation, a New York corporation, and that the foregoing is a full, true, and correct copy of the By-Laws of said Company in full force and effect as of this                                         day of                                         ,                     .

Secretary

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EX-99.1

Goodrich Announces 53 Percent Earnings per Diluted Share Growth for Second Quarter 2007 and Increases Outlook for 2007 Sales and Net Income per Diluted Share

• Second quarter 2007 net income per diluted share of $0.98, a 53 percent increase over second quarter 2006 net income per diluted share of $0.64.

• Second quarter 2007 sales of $1,622 million increased 9 percent over second quarter 2006 sales of $1,483 million.

• Total segment operating income margin increased to 16.0%, from 14.0% in the second quarter 2006.

• Full year 2007 outlook for net income increased to $3.50 — $3.60 per diluted share, from $3.20 — $3.35 per diluted share.

• Full year 2007 outlook for sales increased to $6.5 — $6.6 billion, from the previous range of $6.3 — $6.5 billion.

CHARLOTTE, NC, July 26, 2007 — Goodrich Corporation announced results today for the second quarter 2007, and updated its full year 2007 outlook ranges.

Commenting on the company’s performance, Marshall Larsen, Chairman, President and Chief Executive Officer said, “The second quarter 2007 was a very solid quarter for Goodrich and our industry. The roll-out of the Boeing 787 Dreamliner was a significant event for the aerospace industry, and we are proud of all the innovative Goodrich products that are on the airplane. We had continued strong sales growth at 9 percent for the quarter, and our segment operating income margins increased to 16 percent. Excellent top line growth and operational execution has allowed us to raise our outlook for full year 2007 sales and earnings per diluted share. We now expect sales to be in the $6.5 — $6.6 billion range, an increase of about $100 million compared to our prior outlook, and we expect earnings per diluted share to be in the range of $3.50 — $3.60, an

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increase of $0.25 — $0.30 per diluted share compared to our prior outlook. Segment operating income margins are now expected to be about 15 percent for the full year 2007. We expect net cash provided by operating activities minus capital expenditures to be between 60 — 75 percent of net income, and we expect this metric to improve in 2008 and beyond.”

“We are pleased that we signed another long-term landing gear supply agreement with Boeing, solidifying the partnership between our companies that has grown over many years. This agreement is a win-win for Goodrich and Boeing, and encourages us to work together in ways that are expected to benefit both companies,” Larsen continued.

Goodrich reported second quarter 2007 net income of $125 million, or $0.98 per diluted share, on sales of $1,622 million. In the second quarter 2006, the company reported net income of $81 million, or $0.64 per diluted share, on sales of $1,483 million. Second quarter 2007 sales increased 9 percent and net income per diluted share increased 53 percent when compared to the similar results for the second quarter 2006.

The increased sales for the quarter reflect continued strong growth for commercial airplane aftermarket and defense and space sales. Large commercial airplane original equipment sales declined slightly in the second quarter 2007 compared to the second quarter 2006 due primarily to reduced Airbus A380 shipments in several businesses and the second quarter 2006 completion of the Boeing 717 and the PW4000 nacelle contracts. Each of the company’s three segments experienced growth in sales for the second quarter 2007 compared to the second quarter 2006. For the second quarter 2007 compared to the second quarter 2006, sales changes by market channel were as follows:

• Large commercial airplane original equipment sales decreased by about 1 percent;

• Regional, business and general aviation airplane original equipment sales increased 26 percent;

• Large commercial, regional and general aviation airplane aftermarket sales increased by 14 percent, and;

• Defense and space sales of both original equipment and aftermarket products and services increased by about 8 percent.

Net income in the second quarter 2007, compared to the second quarter 2006, was positively affected by the strong sales, favorable sales mix and improved operational performance in most business units. During the second quarter 2006, the company incurred $11 million in pre-tax expense related to a pension curtailment and $5 million pre-tax expense related to transaction costs for a long term debt exchange program. There were no similar expenses during the second quarter 2007. For the second quarter 2007, the company reported an effective tax rate of 29 percent, which brought the 2007 year-to-date tax rate to 32 percent.

Net cash provided by operating activities during the second quarter 2007 was $75 million, an increase of $85 million from the same period in 2006. The increase was primarily due to increased pre-tax income of $58 million and the impact in the second quarter 2006 of the

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unwinding of the company’s $97 million accounts receivable securitization program. The increase was partially offset by higher second quarter 2007 pension contributions of $80 million. Capital expenditures were $59 million in the second quarter 2007 compared to capital expenditures in the second quarter 2006 of $52 million.

For the first six months of 2007, the company reported net income of $225 million, or $1.76 per diluted share, on sales of $3,211 million. During the first six months of 2006, net income was $283 million, or $2.24 per diluted share, on sales of $2,907 million. Included in the net income results for the first six months of 2006 was $132 million, or $1.05 per diluted share, related to tax settlements that were completed during the first quarter 2006. The $304 million increase in sales is primarily attributable to double-digit percentage growth in commercial aircraft aftermarket sales and continued strong sales growth in the commercial aircraft original equipment and defense and space market channels. The effective tax rate for the first six months of 2007 was 32 percent, which is consistent with the company’s outlook of 31 — 33 percent for the full year 2007.

Net cash provided by operating activities during the first six months of 2007 was $198 million, an increase of $143 million from the same period in 2006. The increase was primarily due to increased pre-tax income of $111 million and the impact of the unwinding of the company’s $97 million accounts receivable securitization program in 2006. The increase was partially offset by higher first half 2007 pension contributions of $83 million. Capital expenditures were $96 million for the first six months of 2007 compared to capital expenditures for the first six months of 2006 of $95 million.

Business Highlights

• Goodrich has signed a new long term agreement with the Boeing Company under which Goodrich will continue as the exclusive supplier of original equipment and aftermarket landing gear for the 737, 747, 767 and 777 Commercial Airplanes programs. The agreement extends supply arrangements through 2012.

• Singapore Airlines chose Goodrich to provide asset management services, including component and system maintenance and technical support, for the airline’s fleet of 19 A380 aircraft. The long-term agreement, customized to meet Singapore Airlines’ operational requirements, covers Goodrich-produced technology ranging from primary and secondary flight controls to sensors and evacuation systems. This is the first selection of Goodrich’s team for A380 support services.

• Greece’s Hellenic Air Force selected Goodrich’s DB-110 airborne reconnaissance system for use on F-16 fighters. In the initial FMS contract, Goodrich will provide two F-16 reconnaissance pods, a ground exploitation system and aircraft integration.

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2007 Outlook

The company’s sales outlook is based on market assumptions for each of its major market channels, which are included in the supplemental data portion of this press release.

The company continues to expect that 2007 will be another year of strong sales growth with improving segment operating income margins. Full year 2007 sales expectations have been increased to $6.5 — $6.6 billion, compared with prior expectations of $6.3 — $6.5 billion. The outlook for 2007 net income per diluted share has been increased to $3.50 — $3.60, compared with prior expectations of $3.20 — $3.35, reflecting sales growth in all major market channels and margin expansion driven by sales growth, favorable mix and improved operating efficiencies.

The 2007 outlook assumes, among other factors, a full-year effective tax rate of 31 — 33 percent, which may vary from quarter-to-quarter depending on many factors, including settlements with state, federal and international tax authorities.

To provide the most meaningful comparison between 2006 results and the outlook for 2007 net income per diluted share, Goodrich believes that the 2006 net income per diluted share of $3.81 should be adjusted for the impact of the $1.15 per diluted share related to tax settlements that were completed during 2006. Excluding these tax settlements, net income per diluted share for 2006 was $2.66, compared to expected results of $3.50 — $3.60 for 2007.

Goodrich continues to expect net cash provided by operating activities, minus capital expenditures, to be in the range of 60 — 75 percent of net income in 2007. This outlook reflects a continuation of cash expenditures for investments in the Boeing 787 Dreamliner and the Airbus A350 XWB and capital expenditures for facility expansions to support increased aftermarket demand, low cost country manufacturing and productivity initiatives that are expected to enhance margins over the near and long term. The company continues to expect capital expenditures for 2007 to be in a range of $270 — $290 million. Of these capital expenditures, approximately 40 percent are expected to be associated with investments in low cost country manufacturing, previously announced MRO facility expansions and new facilities to support aftermarket sales growth, and expenditures related to the company-wide implementation of a new Enterprise Resource Planning (ERP) system.

The current sales, net income and net cash provided by operating activities outlooks for 2007 do not include the impact of acquisitions or divestitures or resolution of an A380 claim against Northrop Grumman.

The supplemental discussion and tables that follow provide more detailed information about the second quarter 2007 segment results and assumptions underlying the 2007 outlook.

Goodrich will hold a conference call on July 26, 2007 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

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view the related presentation materials, at www.goodrich.com, or listen via telephone by dialing 913-981-5592.

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.

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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 and A380, the Boeing 787 Dreamliner, the EMBRAER 190, the Dassault Falcon 7X and the Lockheed Martin F-35 Lightning II and F-22 Raptor;

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

• cancellation or delays of orders or contracts by customers or with suppliers;

• successful development of products and advanced technologies;

• the health of the commercial aerospace industry, including the impact of bankruptcies and/or consolidations in the airline industry;

• 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 resolution of contractual disputes with Northrop Grumman related to the purchase of aeronautical systems;

• the possibility of restructuring and consolidation actions beyond those previously announced by us;

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

• the extent to which expenses relating to employee and retiree medical and pension benefits change;

• competitive product and pricing pressures;

• our ability to recover from third parties under contractual rights of indemnification for environmental and other claims arising out of the divestiture of our tire, vinyl and other businesses;

• possible assertion of claims against us on the theory that we, as the former corporate parent of Coltec Industries Inc, bear some responsibility for the asbestos-related liabilities of Coltec and its subsidiaries, or that Coltec’s dividend of its aerospace business to us prior to the EnPro spin-off was made at a time when Coltec was insolvent or caused Coltec to become insolvent;

• the effect of changes in accounting policies;

Page 6

• 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, inflation, deflation, recession and other external factors over which we have no control; and

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

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.

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Supplemental Data

Segment Review

Quarter Ended June 30, 2007 Compared with Quarter Ended June 30, 2006

	Quarter Ended June 30,
					%			% of Sales
	2007		2006		Change			2007			2006
	(Dollars in millions)
NET CUSTOMER SALES
Actuation and Landing Systems	$	635.3	$	561.9		13	%
Nacelles and Interior Systems	$	533.6	$	514.9		4	%
Electronic Systems	$	453.5	$	406.4		12	%
Total Sales	$	1,622.4	$	1,483.2		9	%
SEGMENT OPERATING INCOME
Actuation and Landing Systems	$	61.0	$	39.3		55	%		9.6	%		7.0	%
Nacelles and Interior Systems	$	135.3	$	114.8		18	%		25.4	%		22.3	%
Electronic Systems	$	62.6	$	54.1		16	%		13.8	%		13.3	%
Segment Operating Income	$	258.9	$	208.2		24	%		16.0	%		14.0	%

Actuation and Landing Systems: Actuation and Landing Systems segment sales of $635 million for the quarter ended June 30, 2007 increased $73 million, or 13 percent, from $562 million for the quarter ended June 30, 2006. The increase was primarily due to the following:

• Higher large commercial airplane aftermarket sales of approximately $22 million, primarily in our landing gear, aircraft wheels and brakes and actuation business units;

• Higher large commercial airplane OE sales of approximately $21 million, primarily in our landing gear business unit;

• Higher regional and business OE and aftermarket sales of approximately $10 million, primarily in our aircraft wheels and brakes and landing gear business units;

• Higher military OE and aftermarket sales of approximately $6 million, primarily in our actuation and aircraft wheels and brakes business units; and

• Higher airframe heavy maintenance sales of approximately $5 million.

Actuation and Landing Systems segment operating income of $61 million for the quarter ended June 30, 2007 increased $22 million, or 55 percent, from $39 million for the quarter ended June 30, 2006. This increase in operating income was primarily due to the following:

• Higher sales volume and favorable product mix across all business units, which resulted in higher income of approximately $25 million;

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• Improved brake-life performance in the aircraft wheels and brakes business unit and higher pricing in our landing gear, aircraft wheels and brakes and actuation business units, offset by increased operating costs, primarily in our landing gear business unit; and

• Unfavorable foreign exchange translation impact of approximately $7 million.

Nacelles and Interior Systems: Nacelles and Interior Systems segment sales of $534 million in the quarter ended June 30, 2007 increased $19 million, or 4 percent, from $515 million in the quarter ended June 30, 2006. The increase was primarily due to the following:

• Higher large commercial airplane aftermarket sales, including spare parts and MRO volume of approximately $39 million, primarily in our aerostructures and interiors business units; and

• Higher regional, business, and general aviation aircraft OE sales primarily from our aerostructures business unit of approximately $11 million.

Partially offsetting these higher sales were lower commercial OE sales of approximately $37 million, related to the completion of certain customer contracts in 2006.

Nacelles and Interior Systems segment operating income of $135 million in the quarter ended June 30, 2007 increased $20 million, or 18 percent, from $115 million in the quarter ended June 30, 2006. The increased segment operating income was due to higher sales volume, primarily in our aerostructures and interiors business units, which resulted in higher income of approximately $27 million. Favorable changes in estimates for certain long-term contracts at our aerostructures business unit during the second quarter 2007 resulted in an increase to segment operating income of approximately $10 million. These increases in segment operating income were partially offset by higher research and development and administrative costs, primarily in our aerostructures business unit.

Electronic Systems: Electronic Systems segment sales of $453 million in the quarter ended June 30, 2007 increased $47 million, or 12 percent, from $406 million in the quarter ended June 30, 2006. The increase was primarily due to:

• Higher defense and space OE and aftermarket sales of approximately $20 million across all of our business units;

• Higher regional and general aviation airplane OE and aftermarket sales of approximately $15 million in our sensor and integrated systems and engine control and electrical power business units;

• Higher commercial OE and aftermarket sales of approximately $7 million in our sensors and integrated systems business unit; and

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• Higher sales of products to the helicopter market of approximately $5 million in our sensors and integrated systems and engine controls and electrical power business units.

Electronic Systems segment operating income of $63 million in the quarter ended June 30, 2007 increased $9 million, or 16 percent, from $54 million in the quarter ended June 30, 2006. The increased segment operating income was primarily a result of higher sales volume, which resulted in operating income of approximately $19 million. This increase in segment operating income was offset by higher costs of approximately $8 million, primarily in our sensors and integrated systems and engine control and electrical power business units and unfavorable foreign currency translation of approximately $4 million in our engine controls and electrical power business.

2007 Outlook — Market Channel Assumptions

Goodrich’s 2007 outlook is based on certain market assumptions, including the following:

• Goodrich expects deliveries of Airbus and Boeing large commercial aircraft to increase by about 8 — 10 percent in 2007 compared to 2006. Goodrich sales of large commercial aircraft original equipment products are projected to grow by about 10 percent in 2007 compared to 2006.

• Capacity in the global airline system, as measured by available seat miles (ASMs), is expected to grow at about 4 — 5 percent in 2007. Goodrich sales to airlines and package carriers for large commercial and regional aircraft aftermarket parts and services are expected to grow by 13 — 15 percent in 2007 compared to 2006.

• Total regional and business aircraft production is expected to increase slightly in 2007 compared to 2006. Deliveries to Embraer in support of its EMBRAER 190 aircraft, which includes significant Goodrich content, are expected to enable Goodrich to increase sales in this market channel by about 15 percent in 2007 compared to 2006.

• Goodrich defense and space sales (original equipment and aftermarket) are expected to grow by about 10 percent in 2007 compared to 2006. Growth is expected in all three segments.

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

	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2007			2006			2007			2006
Sales	$	1,622.4		$	1,483.2		$	3,210.9		$	2,907.0
Operating costs and expenses:
Cost of sales		1,139.1			1,088.0			2,272.8			2,131.9
Selling and administrative costs		261.1			227.3			516.9			464.5
		1,400.2			1,315.3			2,789.7			2,596.4
Operating Income		222.2			167.9			421.2			310.6
Interest expense		(30.8	)		(31.3	)		(62.4	)		(63.3	)
Interest income		1.5			1.1			3.3			2.2
Other income (expense) – net		(17.7	)		(20.9	)		(33.3	)		(31.5	)
Income from continuing operations before income taxes		175.2			116.8			328.8			218.0
Income tax (expense) benefit		(50.1	)		(35.7	)		(103.9	)		63.4
Income From Continuing Operations		125.1			81.1			224.9			281.4
Income (loss) from discontinued operations		(0.3	)		(0.1	)		(0.3	)		0.5
Cumulative effect of change in accounting		—			—			—			0.6
Net Income	$	124.8		$	81.0		$	224.6		$	282.5
Basic Earnings per Share:
Continuing operations	$	1.00		$	0.65		$	1.79		$	2.27
Discontinued operations		—			—			—			—
Cumulative effect of change in accounting		—			—			—			0.01
Net Income	$	1.00		$	0.65		$	1.79		$	2.28
Diluted Earnings per Share:
Continuing operations	$	0.98		$	0.64		$	1.76		$	2.23
Discontinued operations		—			—			—			—
Cumulative effect of change in accounting		—			—			—			0.01
Net Income	$	0.98		$	0.64		$	1.76		$	2.24
Dividends Declared per Common Share	$	0.20		$	0.20		$	0.40		$	0.40
Weighted — Average Number of Shares Outstanding
(in millions)
Basic		125.3			124.5			125.3			124.0
Diluted		127.9			126.4			127.8			126.0

11

PRELIMINARY
GOODRICH CORPORATION
SEGMENT REPORTING (UNAUDITED)
(DOLLARS IN MILLIONS)

	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2007			2006			2007			2006
Sales:
Actuation and Landing Systems	$	635.3		$	561.9		$	1,244.5		$	1,100.3
Nacelles and Interior Systems		533.6			514.9			1,080.5			1,008.7
Electronic Systems		453.5			406.4			885.9			798.0
Total Sales	$	1,622.4		$	1,483.2		$	3,210.9		$	2,907.0
Operating Income:
Actuation and Landing Systems	$	61.0		$	39.3		$	110.9		$	62.6
Nacelles and Interior Systems		135.3			114.8			261.6			219.6
Electronic Systems		62.6			54.1			117.4			97.0
Total Segment Operating Income (1)		258.9			208.2			489.9			379.2
Corporate General and Administrative Costs		(32.7	)		(23.9	)		(61.4	)		(51.1	)
ERP Implementation Costs		(4.0	)		(5.5	)		(7.3	)		(6.6	)
Pension Curtailment Expenses		—			(10.9	)		—			(10.9	)
Total Operating Income	$	222.2		$	167.9		$	421.2		$	310.6
Segment Operating Income as a Percent of Sales:
Actuation and Landing Systems		9.6	%		7.0	%		8.9	%		5.7	%
Nacelles and Interior Systems		25.4	%		22.3	%		24.2	%		21.8	%
Electronic Systems		13.8	%		13.3	%		13.3	%		12.2	%
Total Segment Operating Income as a Percent of Sales		16.0	%		14.0	%		15.3	%		13.0	%

(1) Segment operating income is total segment revenue reduced by operating expenses directly identifiable with our business segments except for certain enterprise ERP implementation expenses and pension curtailment expenses in 2006, 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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PRELIMINARY
GOODRICH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT SHARE AMOUNTS)

	June 30,			December 31,
	2007			2006
Current Assets
Cash and cash equivalents	$	213.4		$	201.3
Accounts and notes receivable — net		1,039.9			912.4
Inventories — net		1,749.6			1,551.8
Deferred income taxes		232.8			250.3
Prepaid expenses and other assets		83.0			91.7
Total Current Assets		3,318.7			3,007.5
Property, plant and equipment — net		1,351.5			1,327.7
Prepaid pension		2.6			2.3
Goodwill		1,350.7			1,341.3
Identifiable intangible assets — net		466.9			472.0
Deferred income taxes		43.4			35.5
Other assets		736.8			714.9
Total Assets	$	7,270.6		$	6,901.2
Current Liabilities
Short-term debt	$	10.4		$	11.8
Accounts payable		661.1			584.6
Accrued expenses		867.6			819.0
Income taxes payable		102.6			212.5
Deferred income taxes		3.3			3.3
Current maturities of long-term debt and capital lease obligations		1.1			1.4
Total Current Liabilities		1,646.1			1,632.6
Long-term debt and capital lease obligations		1,720.5			1,721.7
Pension obligations		535.0			612.1
Postretirement benefits other than pensions		371.2			379.1
Long-term income taxes payable		148.5			—
Deferred income taxes		60.5			57.2
Other non-current liabilities		533.0			521.8
Commitments and contingent liabilities		—			—
Shareholders’ Equity
Common stock — $5 par value
Authorized 200,000,000 shares; issued 141,455,931 shares at June 30, 2007 and 139,041,884 shares at December 31, 2006 (excluding 14,000,000 shares held by a wholly owned subsidiary)		707.3			695.2
Additional paid-in capital		1,401.6			1,313.3
Income retained in the business		850.6			666.5
Accumulated other comprehensive income (loss)		(151.8	)		(260.8	)
Common stock held in treasury, at cost (16,211,703 shares at June 30, 2007 and 14,090,913 shares at December 31, 2006)		(551.9	)		(437.5	)
Total Shareholders’ Equity		2,255.8			1,976.7
Total Liabilities And Shareholders’ Equity	$	7,270.6		$	6,901.2

13

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

	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2007			2006			2007			2006
Operating Activities
Net income	$	124.8		$	81.0		$	224.6		$	282.5
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations		0.3			0.1			0.3			(0.5	)
Cumulative effect of change in accounting		—			—			—			(0.6	)
Restructuring and consolidation:
Expenses		0.6			2.1			0.8			3.6
Payments		(1.5	)		(1.8	)		(2.1	)		(3.6	)
Pension and postretirement benefits:
Expenses		29.7			40.3			61.3			73.9
Contributions and benefit payments		(96.0	)		(17.0	)		(114.7	)		(32.3	)
Asset impairments		—			—			—			0.9
Depreciation and amortization		63.2			61.3			124.6			117.6
Excess tax benefits related to share-based payment arrangements		(5.6	)		(2.8	)		(9.6	)		(4.0	)
Share-based compensation expense		16.0			6.7			32.2			28.6
Loss on exchange or extinguishment of debt		—			1.0			—			1.0
Deferred income taxes		(11.3	)		(15.2	)		(20.3	)		(19.4	)
Change in assets and liabilities, net of effects of acquisitions and divestitures:
Receivables		(19.5	)		(37.7	)		(113.0	)		(134.3	)
Change in receivables sold, net		—			(97.1	)		—			(97.1	)
Inventories, net of pre-production and excess-over-average		(46.9	)		(46.1	)		(104.5	)		(100.3	)
Pre-production and excess-over-average inventories		(31.5	)		(24.1	)		(64.3	)		(52.5	)
Other current assets		4.9			2.8			9.1			11.9
Accounts payable		(15.6	)		1.9			66.2			64.7
Accrued expenses		31.7			(3.4	)		32.0			(21.1	)
Income taxes payable		24.8			49.4			76.2			(38.3	)
Other non-current assets and liabilities		6.5			(12.1	)		(1.1	)		(25.8	)
Net Cash Provided By (Used In) Operating Activities		74.6			(10.7	)		197.7			54.9
Investing Activities
Purchases of property, plant and equipment		(59.3	)		(51.9	)		(96.2	)		(95.1	)
Proceeds from sale of property, plant and equipment		0.6			1.3			0.7			1.4
Net Cash Used In Investing Activities		(58.7	)		(50.6	)		(95.5	)		(93.7	)
Financing Activities
Increase (decrease) in short-term debt, net		10.0			1.9			(1.8	)		8.0
Loss on exchange or extinguishment of debt		—			(3.5	)		—			(3.5	)
Proceeds from issuance of long-term debt		—			512.8			—			512.8
Repayment of long-term debt and capital lease obligations		(0.3	)		(533.6	)		(0.7	)		(534.0	)
Proceeds from issuance of common stock		31.3			27.6			68.1			46.1
Purchases of treasury stock		(55.5	)		(1.5	)		(113.3	)		(1.9	)
Dividends		(25.4	)		(25.2	)		(50.5	)		(49.8	)
Excess tax benefits related to share-based payment arrangements		5.6			2.8			9.6			4.0
Distributions to minority interest holders		(0.8	)		(0.9	)		(2.5	)		(1.9	)
Net Cash Used In Financing Activities		(35.1	)		(19.6	)		(91.1	)		(20.2	)
Net cash (used in) provided by discontinued operations		(0.4	)		2.1			(0.7	)		11.2
Effect of exchange rate changes on cash and cash equivalents		1.1			4.2			1.7			4.9
Net increase in cash and cash equivalents		(18.5	)		(74.6	)		12.1			(42.9	)
Cash and cash equivalents at beginning of period		231.9			283.0			201.3			251.3
Cash and cash equivalents at end of period	$	213.4		$	208.4		$	213.4		$	208.4

14

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

	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2007			2006			2007			2006
Preliminary Income Statement Data:
Net Interest Expense	$	(29.3	)	$	(30.2	)	$	(59.1	)	$	(61.1	)
Other Income (Expense), Net:	$	(17.7	)	$	(20.9	)	$	(33.3	)	$	(31.5	)
- Divested Business Retiree Health Care		(4.4	)		(4.2	)		(9.2	)		(9.0	)
- Loss on Extinguishment or Exchange of Debt		—			(4.8	)		—			(4.8	)
- Income (Expense) related to previously owned businesses		(5.6	)		(6.6	)		(11.3	)		(8.0	)
- Minority interest and equity in affiliated companies		(7.2	)		(3.6	)		(12.8	)		(7.4	)
- Other Income (Expense		(0.5	)		(1.7	)		—			(2.3	)
Preliminary Cash Flow Data:
Dividends	$	(25.4	)	$	(25.2	)	$	(50.5	)	$	(49.8	)
Depreciation and Amortization	$	63.2		$	61.3		$	124.6		$	117.6
- Depreciation		46.6			42.3			90.7			82.1
- Amortization		16.6			19.0			33.9			35.5

	June 30,		December 31,
	2007		2006
Preliminary Balance Sheet Data:
Preproduction and Excess-Over-Average Inventory	$	463.5	$	399.0
Short-term Debt	$	10.4	$	11.8
Current Maturities of Long-term Debt and Capital Lease Obligations		1.1		1.4
Long-term Debt and Capital Lease Obligations		1,720.5		1,721.7
Total Debt[1]	$	1,732.0	$	1,734.9
Cash and Cash Equivalents		213.4		201.3
Net Debt[1]	$	1,518.6	$	1,533.6

^[1] 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.

15

EX-99.2

EXHIBIT 99.2

Goodrich Corporation Second Quarter 2007 Results July 26, 2007

Certain statements made in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's future plans, objectives and expected performance. The Company cautions readers that any such forward- looking statements are based on assumptions that the Company believes 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 include, but are not limited to: demand for and market acceptance of new and existing products, such as the Airbus A350 XWB and A380, the Boeing 787 Dreamliner, the Embraer 190, the Dassault Falcon 7X, and the Lockheed Martin F- 35 Lightning II and F-22 Raptor; the health of the commercial aerospace industry, including the impact of bankruptcies and/or mergers in the airline industry; global demand for aircraft spare parts and aftermarket services; and other factors discussed in the Company's filings with the Securities and Exchange Commission and in the Company's July 26, 2007 Second Quarter 2007 Results press release. The Company cautions you not to place undue reliance on the forward-looking statements contained in this presentation, which speak only as of the date on which such statements were made. The Company undertakes 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. Forward Looking Statements

Financial and Operational Highlights

Second Quarter 2007 Highlights Signed long-term landing gear supply agreement with Boeing Rollout of Boeing 787 with significant Goodrich positions Second quarter 2007 results, compared to second quarter 2006 Sales grew 9% - continued significant growth in commercial aftermarket sales Segment OI margin increased from 14.0% to 16.0% Net income per diluted share of $0.98 - a 53% increase compared to second quarter 2006 Full Year 2007 Outlook Sales outlook increased to $6.5 - $6.6 billion ($6.3 - $6.5 billion previously) Net income per diluted share outlook increased to $3.50 - $3.60 ($3.20 - $3.35 per diluted share previously) Net cash provided by operating activities, minus capital expenditures, of 60% - 75% of net income (unchanged)

Goodrich Positions Boeing 787 Dreamliner Proximity Sensing Systems Exterior Lighting Systems Engine Data Concentrators Icing Conditions Detectors Nacelles & Thrust Reversers Cargo Systems Cabin Attendant Seating Emergency Power Assist System Fuel Quantity Indicating Systems - Fuel Quantity Data Concentrators - Refuel Panel Flight Deck Lighting System Flight Deck Video Surveillance Systems Wheels & Electric Braking Systems Braking System Controllers Trent 1000 Engine Sensor Suite Trent 1000 Engine Engine Controls Heated Floor Panels & Integrated Controllers Air Data Sensors

Delivering Sustained Sales Growth and Margin Expansion Q4 2004 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 FY07 Est. East 4700.405 4819.336 5044.045 5253.058 5396.486 5544.819 5675.329 5740.763 5878.284 6043 6182 6500 w 100 Q4 2004 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 FY07 Est. East 0.104 0.108 0.11 0.11 0.115 0.116 0.122 0.129 0.132 0.139 0.144 0.15 $M Sales (Trailing Four Qtrs.) Segment Operating Income Margins (Trailing Four Qtrs.) 2007 Outlook Range Approximate 2007 Outlook ~

Year-over-Year Financial Results

(Dollars in Millions, excluding EPS) 2nd Qtr 2007 2nd Qtr 2006 Change Sales $1,622 $1,483 9% Segment operating income $259 $208 24% - % of Sales 16.0% 14.0% +2.0% Income - Continuing Operations and Net Income $125 $81 54% Diluted EPS - Continuing Operations and Net Income $0.98 $0.64 53% Second Quarter 2007 - Financial Summary Year-over-Year Performance

(Dollars in Millions, excluding EPS) 1st Six Months 2007 1st Six Months 2006 Change Sales $3,211 $2,907 10% Segment operating income $490 $379 29% - % of Sales 15.3% 13.0% +2.3% Income - Continuing Operations - Net Income $225 $225 $281* $283* (20%) (20%) Diluted EPS - Continuing Operations - Net Income $1.76 $1.76 $2.23* $2.24* (21%) (21%) First Six Months 2007 - Financial Summary Year-over-Year Performance * First Half 2006 results include tax settlements totaling $132 million, or $1.05 per diluted share

Second Quarter 2007 Year-over-Year Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales After-tax Income Diluted EPS Second Quarter 2006 - Income from Continuing Operations $1,483 $81 $0.64 Increased overall volume, efficiency, mix, other $127 $41 $0.32 2006 pension curtailment and long-term debt exchange costs $10 $0.08 Foreign exchange translation costs $12 ($7) ($0.05) Stock-based compensation ($6) ($0.05) Lower effective tax rate $4 $0.03 Other income (expense) $2 $0.01 Second Quarter 2007 - Income from Continuing Operations $1,622 $125 $0.98

Second Quarter 2007 Year-over-Year Segment Results 2nd Quarter 2007 2nd Quarter 2006 Change Change Dollars in Millions 2nd Quarter 2007 2nd Quarter 2006 $ % Sales Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Total Sales $635 $534 $453 $1,622 $562 $515 $406 $1,483 $73 $19 $47 $139 13% 4% 12% 9% Segment OI Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Total Segment OI $61 $135 $63 $259 $39 $115 $54 $208 $22 $20 $9 $51 55% 18% 16% 24% Segment Margin Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Overall Segment Margin 9.6% 25.4% 13.8% 16.0% 7.0% 22.3% 13.3% 14.0% N/A N/A N/A N/A 2.6% 3.1% 0.5% 2.0%

Second Quarter 2007 Sequential Period Segment Results 2nd Quarter 2007 1st Quarter 2007 Change Change Dollars in Millions 2nd Quarter 2007 1st Quarter 2007 $ % Sales Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Total Sales $635 $534 $453 $1,622 $609 $547 $433 $1,589 $26 ($13) $20 $33 4% (2%) 5% 2% Segment OI Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Total Segment OI $61 $135 $63 $259 $50 $126 $55 $231 $11 $9 $8 $28 22% 7% 15% 12% Segment Margin Actuation and Landing Systems Nacelles and Interior Systems Electronic Systems Overall Segment Margin 9.6% 25.4% 13.8% 16.0% 8.2% 23.1% 12.7% 14.5% N/A N/A N/A N/A +1.4% +2.3% +1.1% +1.5%

Summary Cash Flow Information Item (Dollars in Millions) 2nd Quarter 2007 2nd Quarter 2006 Net Income $125 $81 Depreciation and Amortization $63 $61 Working Capital - (increase)/decrease - defined as the sum of A/R, Inventory and A/P ($113) ($106) Changes in Receivables Sold -- ($97) Deferred income taxes and taxes payable $15 $34 Accrued expenses, other (including pension contributions) ($15) $16 Cash Flow from Operations $75 ($11) Pension Contributions - worldwide ($86) ($6) Capital Expenditures ($59) ($52)

Sales by Market Channel

Boeing Airbus Regional, Business, GA OE Commercial A/C Aftermarket Regional, Business & GA Aftmkt Heavy Maintenance Military Other East 10 14 8 29 7 3 24 5 First Half 2007 Sales by Market Channel Total Sales $3,211M Large Commercial Aircraft Aftermarket 29% Regional, Business & General Aviation Aftermarket 7% Boeing Commercial OE 10% Airbus Commercial OE 14% Defense & Space, OE & Aftermarket 24% Other 5% Heavy A/C Maint. 3% OE AM Balanced business mix Regional, Business & Gen. Av. OE 8% Total Commercial Aftermarket 39% Total Commercial OE 32% Total Defense and Space 24%

Sales by Market Channel Second Quarter 2007 Change Analysis Actual Goodrich Change Comparisons Actual Goodrich Change Comparisons Actual Goodrich Change Comparisons 2Q 2007 vs. 2Q 2006 2Q 2007 vs. 1Q 2007 First Half 2007 vs. First Half 2006 Boeing and Airbus - OE Production Aircraft Deliveries (1%) (6%) 2% Regional, Business & General Aviation - OE Aircraft Deliveries 26% 16% 16% Aftermarket - Large Commercial, Regional, Business and GA ASMs, Age, Cycles, Fleet size 14% 1% 18% Defense and Space - OE and Aftermarket US, UK Defense Budgets 8% 7% 8% Heavy Airframe Maintenance Aircraft aging, Parked Fleet 12% 9% 13% Other IGT, Other 16% 5% 15% Goodrich Total Sales 9% 2% 10%

2007 Outlook

2007 Outlook 2007 Outlook Sales - outlook increased to a range of $6.5 - $6.6 billion 11 - 12 percent increase over 2006 Expected sales growth in all segments Expected sales growth in all major market channels Net income per diluted share - outlook increased to $3.50 - $3.60, including: Margin improvement in all three segments Effective tax rate of 31 - 33 percent (consistent with prior guidance) Increased foreign exchange translation costs of about $26 million compared to 2006, $19 million recorded in first half of 2007 (consistent with prior guidance)

2007 Outlook 2007 Outlook Cash flow - net cash flow provided by operating activities, minus capital expenditures: Continue to expect 60 - 75% percent of net income Capital expenditures of $270 - $290 million Approximately 40% expected to be associated with: Investments in low cost country manufacturing, Previously announced MRO facility expansions and new facilities to support aftermarket sales growth Capital expenditures related to the company-wide implementation of a new ERP system Worldwide pension plan contributions of approximately $100 million $75 million contributed on April 2, 2007

2007 Sales Expectations By Market Channel Full Year 2006 Sales Mix Market 2007 Market Growth 2007 Goodrich Growth Market expectations - 2008 and beyond 9% 17% 26% Boeing OE Del. Airbus OE Del. Total (GR Weight) 12% 3% 7% ~10% Growth continues for 737, 777, A320; A380, 787 and A350 introductions support deliveries past normal peak 7% Regional/Bus/GA OE (Weighted) ~5% >15% CF34-10 Engine Nacelles and tail cone on EMBRAER 190 support continued growth through the cycle 33% Aftermarket (Commercial/ Regional/Bus/GA) 4 - 5% 13% - 15% Airbus AM growing faster due to fleet aging, excellent product positions plus outsourcing trend support higher than market growth rate 25% Defense and Space OE and Aftermarket ~5% ~10% OE - Positions on funded platforms worldwide, new products provide stable growth Aftermarket - Platform utilization, upgrade opportunities support long-term growth 3% Heavy Maintenance Approx. Flat Sales fluctuate based on A/C age, timing and type of overhaul 6% Other Up slightly 100% Total 5 - 6% 11 - 12%

2007 Outlook Summary Continued robust sales growth in commercial aerospace original equipment, aftermarket and defense and space market channels Expect segment OI margins of about 15% in 2007 Operational excellence and aftermarket growth Expect strong EPS growth in 2007, compared to 2006 - excluding the impact of 2006 tax settlements 2007 Outlook does not include Impact of acquisitions or divestitures Resolution of A380 claim vs. Northrop Grumman Continue to show solid sales growth, margin expansion and EPS growth

Goodrich - 2007 and Beyond

Financial Goals and Strategic Initiatives Drivers of Long-Term Growth and Performance Financial Goals - Perpetuate and grow the enterprise over the long- term Revenue growth greater than the underlying market metric Margin expansion Achieve 15 percent segment operating income margin in 2007 Cash flow conversion at, or greater than, 100 percent over the cycle Strategic Initiatives - to achieve financial and business goals: Balanced Growth Use portfolio mass and breadth to grow all market channels Pursue opportunities in defense and space markets Continue to enhance Intelligence, Surveillance and Reconnaissance positions Leverage the enterprise Drive cost efficiency and leverage technologies/capabilities Balanced application of resources and capital allocation Operational excellence Continuous improvement Supply chain management, including low cost country sourcing and manufacturing

Aerospace and Defense Themes Commercial Aircraft Original Equipment Production New orders for commercial aircraft, including regional aircraft, remain very strong Manufacturers continue to raise production rates Deliveries expected to increase an average of 9 percent per year from 2008 through 2010 Continued strong demand for larger regional jets Commercial Aircraft Aftermarket Products and Services Worldwide growth in available seat miles supports demand for replacement parts and repair and overhaul services Expect 4 - 5 percent base volume growth over the long-term Consistent and predictable over the cycle Aging aircraft fleet drives additional growth for many popular models of aircraft Defense and Space Products and Services Strong demand for products supporting platforms Original equipment and aftermarket Good positions on newly funded platforms (e.g. Black Hawk helicopters, F-35) New opportunities for mission equipment and intelligence, surveillance and reconnaissance (ISR) products

Great market positions Good top line growth - sustainable, above market metric growth Continued strong commercial airplane original equipment growth Continued commercial aftermarket growth greater than market growth (ASM's) Continued growth in defense and space driven by ISR technology, upgrades and retrofits of existing products and new aircraft programs Delivering on substantial margin improvement opportunity Improved segment operating income margin from 11.5% in 2005 to 13.0% for the full year 2006; expect about 15% margin in 2007 Sustainable margin expansion and income growth beyond the OE cycle Driving cash flow conversion levels toward 100% The Value Proposition for Goodrich 2007 - 2011 Expectations Entire organization focused on margin expansion and cash flow growth