8-K

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): October 23, 2003

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in Charter)

New York	1-892	34-0252680
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

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

TABLE OF CONTENTS

	ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated October 23, 2003
Ex-99.2 Written presentation dated October 23,2003

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On October 23, 2003, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the third quarter 2003 and updating its outlook for full year 2003. A copy of such 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 October 23, 2003. By press release dated October 13, 2003, 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 2003 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 hereto.

2

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: October 23, 2003	By:	/s/ Robert D. Koney, Jr.
		Robert D. Koney, Jr.
		Vice President and Controller

3

EXHIBIT INDEX

Exhibit 99.1	Goodrich Corporation Press Release dated October 23, 2003 titled “Goodrich Announces Third Quarter 2003 Results, Updates Outlook for Full Year 2003”
Exhibit 99.2	Goodrich Corporation written presentation dated October 23, 2003 titled “Goodrich Third Quarter 2003 Performance Review”.

4 EX-99.1 3 g85379exv99w1.htm EX-99.1 PRESS RELEASE DATED OCTOBER 23, 2003

Media Contacts: Phone:   Phone:     Investor Contact:	Lisa Bottle 704 423 7060 Gail Warner 704 423 7048     Paul Gifford	News Release Goodrich Corporation Four Coliseum Centre 2730 West Tyvola Road Charlotte, NC 28217-4578 Tel: 704 423 7000 Fax: 704 423 7127 www.goodrich.com
Phone:	704 423 5517

Goodrich Announces Third Quarter 2003 Results, Updates Outlook for Full Year 2003

• Third quarter net income per diluted share of $0.29 on sales of $1,064 million.

• Third quarter cash flow from operations of $129 million, quarter-end cash balance increased to $326 million.

• Net income per diluted share expected to be in the range of $0.85 - $0.95 for 2003.

• The outlook for cash flow from operations has increased, and is now expected to be in excess of $450 million for 2003.

CHARLOTTE, NC, October 23, 2003 – Goodrich Corporation announced today its results for the third quarter and year-to-date 2003, and updated its outlook for earnings and cash flow from operations for the full year 2003.

The company reported third quarter 2003 net income of $34 million, or $0.29 per diluted share, on sales of $1,064 million. During the third quarter 2002, net income was $46 million, or $0.45 per diluted share, on sales of $856 million. These results include after tax charges of $4 million in 2003 and $5 million in 2002 for facility closure and headcount reduction actions.

Commenting on the company’s performance, Marshall Larsen, Chairman, President and Chief Executive Officer said, “Our military and space business, which represented approximately 31 percent of third quarter sales, continued to grow and perform well. However, we continue to experience a very challenging environment for commercial aerospace. It appears that some airlines are beginning to see improvements in traffic and capacity, but there is continuing weak demand for new aircraft. Production rates are down significantly, and are not expected to recover until 2005 or 2006, and the timing of an airline recovery remains difficult to predict. Our aftermarket sales to the airlines improved compared to the second quarter 2003, but are down when compared to the combined third quarter 2002 sales of our legacy aerospace businesses and the Aeronautical Systems businesses we acquired in October 2002. During this difficult period for many of our key markets, Goodrich continues to focus on operational excellence and cash generation to fully capitalize on the expected recovery.”

Page 1

The company’s third quarter sales increased $208 million, or 24 percent, versus the prior year period. The sales increase was attributable to the Aeronautical Systems businesses, which had $241 million in sales during the quarter. Excluding these sales, the company’s sales declined by $33 million, or 4 percent. Sales of military and space products continued to improve, but were offset by decreased sales of original equipment and aftermarket products for large commercial transports.

Goodrich initiated a number of aggressive actions in 2003 in response to the weak market environment, including reductions in manufacturing capacity and employment levels. The majority of the charges for non-cash asset impairments, facility closures and headcount reductions were recorded in the first and second quarters of 2003.

For the first nine months of 2003, the company reported net income of $78 million, or $0.66 per diluted share, on sales of $3,253 million. During the first nine months of 2002, net income was $106 million, or $1.04 per diluted share, on sales of $2,652 million. The increased sales of $601 million are attributable to the Aeronautical Systems businesses, which represented about $755 million in sales during this period. The year-to-date results include certain charges, as shown in the table below. Included in the results from continuing operations for the first nine months is pre-tax pension expense of $66 million, compared to $22 million during the same period in 2002.

Sales and Earnings – Additional Details				Year-to-Date – First nine months
				2003						2002
				Sales & After-tax						Sales & After-tax
				earnings			Diluted			earnings			Diluted
				($ in Millions)			EPS			($ in Millions)			EPS
Sales				$	3,253					$	2,652
Income from Continuing Operations*				$	16		$	0.13		$	152		$	1.46
Income (Loss) from Discontinued Operations				$	62		$	0.53			($10	)		($0.07	)
Cumulative effect of change in accounting					—			—			($36	)		($0.35	)
Net income				$	78		$	0.66		$	106		$	1.04
*Included in Income from Continuing Operations (amounts after-tax):
Non-cash asset impairment charges:
	Cordiem investment write-off				($8	)		($0.07	)		—			—
	Super 727 inventory and receivables impairment				($54	)		($0.46	)		—			—
	Other facility and spare part valuation adjustments				($23	)		($0.20	)		($1	)		($0.01	)
	Accounts receivable write-off due to customer bankruptcies				($2	)		($0.01	)		($1	)		($0.01	)
			Sub-total – non-cash asset impairment charges		($87	)		($0.74	)		($2	)		($0.02	)
Facility closure and headcount reduction actions					($10	)		($0.08	)		($24	)		($0.23	)
Gain on sale of Noveon PIK notes				$	5		$	0.04			—			—
Fairchild Dornier asset valuation				$	1		$	0.01			($11	)		($0.11	)
Intangible asset sale, insurance and contract claim settlements					—			—		$	17		$	0.17
		Total of items above			($91	)		($0.77	)		($20	)		($0.19	)
Average Shares Outstanding – Diluted (in millions)					118.0						104.2

Page 2

Cash flow from operations continued to be strong in the third quarter. The company generated cash flow from operations of $129 million. This contributed to the quarter-ending cash balance of $326 million. On a year-to-date basis, cash flow from operations was $346 million, about the same as the first nine months of 2002.

Cash Flow Comparison	Third Quarter
(Dollars in Millions)	2003			2002
Cash Flow from Operations	$	129		$	191
Capital Expenditures		($28	)		($19	)
Included in cash flow from operations:
Cash outflow for facility closures and headcount reductions		($17	)		($10	)

Cash Flow Comparison	Year-to-Date – First nine months
(Dollars in Millions)	2003			2002
Cash Flow from Operations	$	346		$	347
Capital Expenditures		($75	)		($56	)
Included in cash flow from operations:
Cash outflow for facility closures and headcount reductions		($38	)		($42	)

Business Highlights

• At its meeting earlier this week, the Goodrich Board of Directors elected Marshall Larsen as Chairman, completing the company’s previously announced succession plan. Larsen is now Chairman, President and Chief Executive Officer.

• Goodrich completed another step in its deleveraging efforts through the redemption of approximately one-half of the outstanding BFGoodrich Capital 8.30% Cumulative Quarterly Income Preferred Securities, Series A (QUIPS) for approximately $63 million. The redemption was completed on October 6, 2003.

• Goodrich replaced its $325 million 364-day and $425 million three-year revolving credit facilities with a single, $500 million three-year revolving credit facility that expires in August 2006.

Commercial

• Goodrich has been selected by Airbus to provide cabin attendant and cockpit seating for the A380. The contract has the potential to generate sales in excess of $40 million over the life of the program, with first deliveries scheduled in 2005.

• Japan Airlines has selected Goodrich main and lower deck cargo systems for two Boeing 747-400 freighters, becoming the first airline in the Asia-Pacific region to select the company’s new 747 cargo system. This award closely follows Boeing’s delivery of a 747-400 Extended Range Freighter (ERF) to KLM, which included the Goodrich main and lower deck cargo systems.

Page 3

Military & Space

• Goodrich has been awarded several engineering and service contracts by the U.S. Army to supply Full Authority Digital Engine Control Systems (FADECs) for use on its CH-47/Chinook fleet of helicopters. Goodrich expects the contracts to generate more than $40 million in sales by the end of 2004.

• Goodrich has been awarded a contract by the U.S. Air Force to manufacture C-5 aircraft landing gear axle beams for use as spares. The contract, a follow-on to an existing contract, is expected to generate an additional $15 million in sales by 2006.

Outlook

The company has increased its 2003 diluted earnings per share (EPS) outlook from the prior range of $0.80 – $0.95 to a new range of $0.85 – $0.95, largely to reflect the shift of certain expenses for facility closure and headcount reduction actions into 2004. Goodrich now expects charges associated with facility closure and headcount reduction actions to total $15 – $20 million, pre-tax, for the fourth quarter 2003, and $30 – $35 million, pre-tax, for the full year 2003. This change is not expected to impact savings from these actions anticipated for 2004 and beyond. Goodrich expects 2003 sales to be around the mid-point of the previously stated range of $4.3 billion to $4.4 billion.

The company has increased its outlook for cash flow from operations for 2003. Goodrich now expects cash flow from operations to exceed $450 million, including estimated cash payments for facility closures and headcount reductions of $50- $60 million. The company expects capital expenditures in 2003 to be somewhat lower than previous estimates, at $120 – $140 million.

Goodrich’s current 2003 outlook is based on the following market assumptions, which are largely unchanged from the assumptions contained in the second quarter 2003 results release. The basis for comparison is 2002 pro-forma sales including Aeronautical Systems for the full year 2002.

• Deliveries of Boeing and Airbus aircraft are expected to total approximately 575 units in 2003, a 16 percent reduction from 2002 deliveries. Goodrich sales are expected to decline less than deliveries due to the company’s significant content on Airbus aircraft.

• Large commercial jet aftermarket sales to airlines are expected to decrease about 5 – 10 percent in 2003, compared to 2002.

• Regional jet aircraft sales are expected to be relatively flat in 2003, while sales of business aircraft are expected to decline dramatically. Aftermarket sales for regional, business and general aviation aircraft are expected to be flat or slightly down, when compared to 2002.

• Military sales (OE and aftermarket) should increase roughly in line with global military budgets, about 10 percent.

Looking ahead to 2004, Goodrich expects commercial aircraft production rates to decline slightly from 2003, and global available seat miles (ASMs) to experience modest growth in the 3% – 5%

Page 4

range. Military and space markets should continue to grow at about the same levels experienced in 2003.

Based on current expectations for these key market trends, Goodrich expects low single-digit growth in 2004 sales, when compared to 2003. Combining this expected sales growth with benefits from recent facility closure and headcount reduction actions, improvements in the Aeronautical Systems businesses and an improving sales mix, Goodrich expects segment operating margins to grow faster than sales.

Offsetting these positive developments, Goodrich believes that certain medical expenses, liability insurance premiums, litigation costs and performance-based management incentive compensation expenses included in Corporate G&A and Other Income (Expense) will increase by approximately $20 – $25 million, in the aggregate, in 2004. Other items included in Corporate G&A are still being evaluated as part of the company’s planning process.

The outlook for 2004 will be affected by the external market trends noted above and by several other factors, all of which are difficult to predict at the present time. These other factors include, but are not limited to, further facility closure and headcount reductions, debt retirement strategies, possible tax law changes, new program investments (such as the 7E7) and the impact of potential accounting changes. Goodrich believes it will have more clarity on these factors by the end of 2003 and expects to formalize its 2004 outlook as part of the company’s year-end 2003 results release.

The supplemental segment discussion and tables that follow provide more detailed information about the third quarter 2003 results.

Goodrich will hold a conference call on October 23, 2003 at 10:00 AM U.S. Eastern time to discuss this announcement. Interested parties can listen to a live webcast of the conference call, and view a presentation, at www.goodrich.com, or via telephone by dialing 913-981-4911.

Goodrich Corporation, a Fortune 500 company, is a leading global supplier of systems and services to the aerospace and defense industry. Goodrich technology is involved in making aircraft fly... helping them land... and keeping them safe. Serving a global customer base with significant worldwide manufacturing and service facilities, Goodrich is one of the largest “pure play” aerospace companies in the world. For more information visit http://www.goodrich.com

Forward-looking Statements

Page 5

Certain statements made in this release 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. Specifically, statements that are not historical facts, including statements accompanied by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” or “plan,” are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. 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: the extent to which the company is successful in integrating Aeronautical Systems and achieving expected operating synergies; the nature, and extent and timing of the company’s proposed restructuring and consolidation actions and the extent to which the company is able to achieve savings from these actions; the possibility of additional restructuring and consolidation actions beyond those previously announced by the company; global demand for aircraft spare parts and aftermarket services; threats associated with and efforts to combat terrorism, including the current situation in Iraq; the impact of Severe Acute Respiratory Syndrome (SARS) on global travel; the timing related to restoring consumer confidence in air travel; the health of the commercial aerospace industry, including the impact of additional bankruptcies in the airline industry; demand for and market acceptance of new and existing products, such as the Airbus A380 and the Joint Strike Fighter; potential cancellation of orders by customers; successful development of products and advanced technologies; the effect of changes in accounting policies; competitive product and pricing pressures; possible assertion of claims against the company on the theory that it, as the former corporate parent of Coltec Industries Inc, bears some responsibility for the asbestos-related liabilities of Coltec and its subsidiaries, or that Coltec’s dividend of its aerospace business to the company prior to the EnPro spin-off was made at a time when Coltec was insolvent or caused Coltec to become insolvent; domestic and foreign government spending, budgetary and trade policies; economic and political changes in international markets where the company competes, such as changes in currency exchange rates, inflation rates, recession and other external factors over which the company has no control; and the outcome of contingencies (including completion of acquisitions, divestitures, litigation and environmental remediation efforts). Further information regarding the factors that could cause actual results to differ materially from projected results can be found in the company’s filings with the Securities and Exchange Commission, including in the company’s Annual Report on Form 10-K for the year ended December 31, 2002.

The company cautions you not to place undue reliance on the forward-looking statements contained in this release, 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.

###

Page 6

Supplemental Segment Review

Total Segment Results		3Q 2003						3Q 2002
		Sales and Pre-tax						Sales and Pre-tax
		earnings ($ in						earnings ($ in
		Millions)			Margin %			Millions)			Margin %
Sales		$	1,064					$	856
Segment Operating Income		$	118			11.1	%	$	110			12.8	%
Included in Segment Operating Income:
	Facility closures and headcount reductions		($6	)		(0.6	%)		($7	)		(0.8	%)
	Segment pension expense		($19	)		(1.8	%)		($5	)		(0.6	%)
	Total of items above		($25	)		(2.4	%)		($12	)		(1.4	%)

Airframe Systems – Sales in the third quarter 2003 increased 37 percent from the year-ago quarter, from $312 million to $428 million. The increase was due to sales associated with the Aeronautical Systems businesses, which had $151 million of sales in the third quarter 2003. Excluding these businesses, sales decreased 11 percent from the year-ago quarter. Sales decreases in Aircraft Wheels and Brakes, Landing Gear original equipment (OE) and Aviation Technical Services were the major contributors to the overall sales decrease.

Operating income decreased 46 percent, from $34.8 million in the third quarter 2002 to $18.7 million. The operating income decrease was due to continued weakness in all of the segment’s primary markets. Major contributors to the decrease were Landing Gear OE and Aircraft Wheels and Brakes, which included a $2 million charge related to the Boeing 767 program. The sales contributed by the Aeronautical Systems businesses in this segment resulted in a loss for the quarter, due primarily to decreased spares and MRO sales in these businesses and increased engineering investments in new programs.

Engine Systems – Sales increased 18 percent, from $323 million in the third quarter 2002 to $381 million in the third quarter 2003. The increase was primarily due to sales associated with the Aeronautical Systems businesses, which represented about $54 million of sales in the third quarter 2003. Excluding these businesses, sales increased 1 percent from the year-ago quarter. Higher sales in Aerostructures were mostly offset by decreased sales of aerospace and industrial gas turbine components at Turbomachinery Products and Turbine Fuel Technologies.

Operating income increased 83 percent, from $33.8 million in the third quarter 2002 to $61.8 million. The primary contributor to the increased operating income was the Aerostructures business. Included in the third quarter 2002 results were approximately $27 million pre-tax for loss provisions on certain Aerostructures contracts, partially offset by approximately $7 million of favorable reserve adjustments related to the implementation of new SAP systems last year. After adjusting for these items, Aerostructures had an increase in operating income that was in-line with its sales increase. Turbomachinery Products also reported improved operating income even though sales declined, due to successful implementation of facility closure and headcount reduction actions. The Aeronautical Systems businesses in this segment contributed a significant amount of operating income during the third quarter 2003.

Page 7

Electronic Systems – Sales for the third quarter 2003 increased 15 percent to $255 million, from $222 million in the third quarter 2002. The increase was due to sales associated with the Aeronautical Systems businesses, which had $36 million of sales in the third quarter 2003. Overall, sales excluding the acquired businesses were relatively flat. Increased sales for the company’s Lighting Systems and Propulsion Systems businesses were largely offset by decreased sales in the Fuel and Utility Systems and Optical and Space Systems businesses.

Operating income decreased about 10 percent from the year-ago quarter, from $41.4 million to $37.4 million. Primary contributors were the De-icing and Specialty Systems and the Optical and Space Systems businesses. The Aeronautical Systems businesses in this segment contributed a modest amount to operating income for the third quarter.

Page 8

GOODRICH CORPORATION
(Dollars in millions except per share amounts)

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2003			2002			2003			2002
Sales			$	1,063.9		$	856.2		$	3,252.6		$	2,651.5
Operating Income				101.8			99.6			170.8			297.1
Interest Expense				(41.6	)		(23.7	)		(119.8	)		(69.9	)
Interest Income				0.3			6.8			5.4			25.9
Other Expense – net				(9.8	)		(11.2	)		(24.9	)		(13.6	)
Income before Income Taxes and Trust Distributions				50.7			71.5			31.5			239.5
Income Tax Expense				(16.7	)		(23.6	)		(10.4	)		(79.0	)
Distributions on Trust Preferred Securities 1				—			(2.6	)		(5.2	)		(7.9	)
Income from Continuing Operations				34.0			45.3			15.9			152.6
Income (Loss) from Discontinued Operations				—			0.7			62.4			(10.3	)
Cumulative Effect of Change in Accounting				—			—			(0.5	)		(36.1	)
Net Income			$	34.0		$	46.0		$	77.8		$	106.2
Income Per Share:
	Basic
		Continuing Operations	$	0.29		$	0.44		$	0.14		$	1.49
		Discontinued Operations		—			0.01			0.52			(0.10	)
		Cumulative Effect of Change in Accounting		—			—			—			(0.35	)
		Net Income	$	0.29		$	0.45		$	0.66		$	1.04
	Diluted
		Continuing Operations	$	0.29		$	0.44		$	0.13		$	1.46
		Discontinued Operations		—			0.01			0.53			(0.07	)
		Cumulative Effect of Change in Accounting		—			—			—			(0.35	)
		Net Income	$	0.29		$	0.45		$	0.66		$	1.04
Weighted – Average Number of Shares Outstanding (in millions):
	Basic			117.5			102.1			117.4			102.0
	Diluted			118.6			102.4			118.0			104.2

¹ The Company adopted FASB Statement No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity effective July 1, 2003. As a result, the Company reclassified the Distributions on Trust Preferred Securities BFGoodrich Capital 8.30% Cumulative Quarterly Income Preferred Securities, Series A (QUIPS) to short-term and long-term debt. Accordingly, Distributions on Trust Preferred Securities has been reclassified to Interest Expense. Prior periods have not been restated.

GOODRICH CORPORATION SEGMENT REPORTING
(Dollars in millions)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2003			2002			2003			2002
Sales:
	Airframe Systems	$	427.5		$	311.9		$	1,333.3		$	973.0
	Engine Systems		381.2			322.7			1,150.9			1,020.8
	Electronic Systems		255.2			221.6			768.4			657.7
Total Sales		$	1,063.9		$	856.2		$	3,252.6		$	2,651.5
Operating Income:
	Airframe Systems	$	18.7		$	34.8		$	62.4		$	87.1
	Engine Systems		61.8			33.8			53.6			144.2
	Electronic Systems		37.4			41.4			101.3			107.3
Total Segment Operating Income			117.9			110.0			217.3			338.6
Corporate General and Administrative Costs			(16.1	)		(10.4	)		(46.5	)		(41.5	)
Total Operating Income		$	101.8		$	99.6		$	170.8		$	297.1
Segment Operating Income as a Percent of Sales :
	Airframe Systems		4.4	%		11.2	%		4.7	%		9.0	%
	Engine Systems		16.2	%		10.5	%		4.7	%		14.1	%
	Electronic Systems		14.7	%		18.7	%		13.2	%		16.3	%
Total Segment Operating Income as a Percent of Sales			11.1	%		12.8	%		6.7	%		12.8	%

GOODRICH CORPORATION
SUPPLEMENTARY FINANCIAL INFORMATION

(Dollars in millions)

		Nine Months Ended
		September 30,
		2003			2002
Non-Segment Expenses:
Net Interest Expense		$	(114.4	)	$	(44.0	)
	- Payment-in-Kind Interest Income	$	4.3		$	17.4
	(included in Net Interest Expense above)
Other Income (Expense), Net:		$	(24.9	)	$	(13.6	)
	- Discontinued Retiree Health Care	$	(15.5	)	$	(13.6	)
	- Other Income (Expense)	$	(9.4	)	$	—

				Nine Months Ended
				September 30,
				2003			2002
Preliminary Balance Sheet and Cash Flow Data:
Short-term Bank Debt				$	—		$	283.9
Current Maturities of Long-term Debt and Capital Lease Obligations
	- Current Portion of Mandatorily Redeemable
			Preferred Securities of Trust 1	$	63.0		$	—
	- Other Current Maturities of Long-term Debt and Capital Lease Obligations			$	4.3		$	3.5
Subtotal Current Maturities of Long-term Debt and Capital Lease Obligations				$	67.3		$	3.5
Long-term Debt and Capital Lease Obligations
	- Mandatorily Redeemable Preferred Securities of Trust1			$	63.5		$	—
	- Other Long-term Debt and Capital Lease Obligations			$	2,144.1		$	1,326.5
Subtotal Long-term Debt and Capital Lease Obligations				$	2,207.6		$	1,326.5
		Gross Debt		$	2,274.9		$	1,613.9
Cash and Cash Equivalents				$	325.9		$	346.3
		Net Debt		$	1,949.0		$	1,267.6
Net Debt to Capitalization					64.7	%		52.1	%
Dividends				$	70.4		$	76.5
Depreciation and Amortization				$	163.6		$	118.4
	- Depreciation			$	116.9		$	87.1
	- Amortization			$	46.7		$	31.3

¹ The Company adopted FASB Statement No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity effective July 1, 2003. As a result, the Company reclassified the Mandatorily Redeemable Preferred Securities of Trust BFGoodrich Capital 8.30% Cumulative Quarterly Income Preferred Securities, Series A (QUIPS) to short-term and long-term debt. Accordingly, Distributions on Trust Preferred Securities has been reclassified to Interest Expense. Prior periods have not been restated. Subsequent to the end of the quarter, the Company retired $63 million of the QUIPS. Accordingly, this amount is classified as short-term at September 30, 2003.

EX-99.2 4 g85379exv99w2.htm EX-99.2 WRITTEN PRESENTATION DATED OCTOBER 23,2003

Third Quarter 2003 Performance Review October 23, 2003

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, the extent to which the Company is successful in integrating the Aeronautical Systems businesses and achieving operating synergies; the nature, and extent and timing of the Company's proposed restructuring and consolidation actions and the extent to which the Company is able to achieve savings from these actions, as well as other factors discussed in the Company's filings with the Securities and Exchange Commission, including in the Company's Annual Report on Form 10-K for the year ended December 31, 2002. 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

3Q 2003 Financial and Operational Overview

Recent Significant Developments Full year 2003 cash flow from operations expected to be in excess of $450 million Full year sales expected around mid-point of $4.3 - $4.4 billion range EPS outlook $0.85 - $0.95, including $0.52 from discontinued operations and the cumulative effect of change in accounting Management succession plan complete Completed $63 million QUIPS redemption on October 6, 2003 Several new commercial and military contracts announced Military business continues to grow, and Goodrich remains in a solid position to capitalize on the expected recovery of the commercial aerospace market

(Dollars in Millions, excluding EPS) 3rd Qtr 2003 3rd Qtr 2002 Change Sales $1,064 $856 $208 Segment operating income $118 $110 $8 - % of Sales 11.1% 12.8% (1.7%) Income - Continuing operations - Net income $34 $34 $45 $46 ($11) ($12) Diluted EPS - Continuing operations - Net income $0.29 $0.29 $0.44 $0.45 ($0.15) ($0.16) Third Quarter 2003 - Financial Summary

Third Quarter 2003 - Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales Income from Continuing Operations Diluted EPS Third Quarter 2002 $856 $45 $0.44 Inclusion of Aeronautical Systems sales, lower legacy Goodrich sales - less profitable mix and other items $208 ($4) ($0.03) Higher pension expense ($9) ($0.07) Lower facility closure and headcount reduction actions $1 $0.01 Third Quarter 2002 Aerostructures loss provisions/reserve reversal $13 $0.11 Lower payment-in-kind (PIK) income ($9) ($0.07) Higher interest expense/Corp. G&A/share dilution/other ($3) ($0.10) Third Quarter 2003 $1,064 $34 $0.29

Sales Trends Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 2003 Q2 2003 Q3 2003 GR 896 900 856 893 844 831 823 264 250 264 241 Aeronautical Systems Sales ($ in Millions) Note: All sales restated to reflect discontinued operations

Summary Cash Flow Information Item (Dollars in Millions) 3rd Qtr 2003 First Nine Months 2003 Net income $34 $78 Net restructuring ($10) $92 Depreciation and Amortization $55 $164 Working Capital - (increase)/decrease ($11) ($32) Gain on Discontinued Operations -- ($63) Income taxes, other $61 $107 Cash Flow from Operations $129 $346 Cash Payments for Restructuring ($17) ($38) Capital Expenditures ($28) ($75)

Debt Retirement Progress Since Acquisition of Aeronautical Systems 10/1/02 Proforma 12/31/2002 3/31/2003 6/30/2003 9/30/2003 Net Debt 2893 2487 2075 1994 1949 Cash 146 150 186 268 326 $ in Millions Gross Debt + QUIPS $3,039 Gross Debt + QUIPS $2,637 Gross Debt + QUIPS $2,261 Net Debt + QUIPS $2,893 Net Debt + QUIPS $2,487 Net Debt + QUIPS $2,075 Cash $146 Cash $150 Cash $186 Gross debt + QUIPS reduced $764M or 25%; Net debt + QUIPS reduced $944M or 33% Gross Debt + QUIPS $2,262 Net Debt + QUIPS $1,994 Cash $268 Gross Debt* $2,275 Net Debt* $1,949 Cash $326 * Goodrich adopted FAS 150 effective 7/1/03. QUIPS are now classified as debt, prior periods include the QUIPS, combined with debt, for purposes of comparability

Cash Flow from Operations ($ M) Actual 2000 168 2001 383 2002 539 Est. 2003 346 99 Cash Flow from Operations 2003 Cash Flow Current Estimates: Cash flow from operations in excess of $450 million Including $50M - $60M cash payments for facility closures and headcount reductions Capital Expenditures between $120M - $140M Incentive systems aligned with goal Continue debt reduction New program investments continued No plans to change dividend Generate Cash Flow Note: 2000 - 2002 have not been restated to reflect Avionics and PRS as discontinued operations 1st Nine Months 2003 $346 Est. 2003 - Greater than $450M

Sales by Market Channel

Boeing Airbus Commercial A/C Aftermarket Regional, Business & Military O Military Other Heavy Maintenance East 305 484 825 383 958 187 110 Sales by Market Channel Large Commercial Aircraft Aftermarket 25% Regional, Business & General Aviation OE & Aftermarket 12% Boeing Commercial OE 9% Airbus Commercial OE 15% Military & Space, OE & Aftermarket 30% IGT & Other 6% Heavy Airframe Maintenance 3% 1st Nine Months 2003 Sales - $3,253 M OE AM OE AM Balanced business mix - about 45% aftermarket

Outlook

Expectations for Goodrich 2003 Sales Sales by Market Channel Pro-forma 2002 Sales* Mix Average Expected Growth Average Expected Growth Sales by Market Channel Pro-forma 2002 Sales* Mix 2nd Quarter 2003 3rd Quarter 2003 Military and Space - OE and Aftermarket 26% Approx. 10% Approx. 10% Boeing and Airbus - OE Production 25% (Approx. 15%) (Approx. 15%) Large Commercial Aircraft - Aftermarket 25% (5 - 10%) (5 - 10%) Regional, Business & General Aviation - OE and Aftermarket 13% OE - Down slightly; Aftmkt. - slightly up OE - Down slightly; Aftmkt. - approx. flat Other - including IGT 7% (10%) (10%) Heavy Airframe Maintenance 4% (>25%) (>25%) Goodrich Total - Sales Expectations $4.6B $4.3 - $4.4B $4.3 - $4.4B * Pro-forma sales, including full year contribution of Aeronautical Systems, excluding discontinued operations. $3,809M as reported, plus $756M for Aeronautical Systems during first 9 months of 2002.

2003 Financial Outlook Actual 2002* 2003 Outlook Sales $3.9B $4.3 - $4.4B (around mid-point) Diluted earnings (loss) per share Continuing operations $1.57 $0.33 - $0.43 Discontinued operations ($0.09) $0.52 Cumulative effect of change in accounting ($0.34) -- Diluted E.P.S. - Net Income $1.14 $0.85 - $0.95 Cash flow from Operations $539M > $450M Including: Cash outflow for facility closures and headcount reductions ($55M) ($50 - $60M) Capital Expenditures ($107M) ($120 - $140M) * Actual 2002 results have not been restated to reflect Avionics and PRS as discontinued operations.

2004 Outlook - Current Expectations Key Market Trends - 2004 versus 2003 Commercial Aircraft OE deliveries - decline slightly Global available seat miles (ASMs) - grow 3% - 5% Military and space - grow at about the same levels experienced in 2003 Current Expectations - compared to 2003 expectations Sales - low single-digit growth Segment operating margins - grow faster than sales Selected Corporate and other expenses - increase $20 - $25 million

2004 Outlook - Items Currently Being Evaluated Key Variables - 2004 versus 2003 External market trends, primarily for aftermarket Further facility closure and headcount reduction actions Debt retirement strategies Potential tax law changes New program investments Potential accounting changes Pension plan asset market value at 12/31/03, discount rates and long-term return expectations More specific company financial outlook to be provided as part of full-year results - early 2004, when more clarity is available

Summary - Goodrich Attributes and Actions Top tier aerospace supplier Diversified, balanced business mix Proprietary, flight critical products Strong cash flow Taking aggressive actions to align cost structure with current demand Experience managing operations in challenging markets Focused on Aeronautical Systems integration and turnaround Committed to maintaining a conservative financial profile and investment grade ratings All reporting and outlooks only on a GAAP basis Focused on what we can control

What Investors Should Expect from Goodrich Continued commitment to integrity Transparency of financial results and disclosure No significant acquisitions Reduce leverage to target levels Focused on the business "Blocking and Tackling" Cash flow Margin improvement Aeronautical Systems integration Working capital management New product development Continue investing in new products and systems Accountable to all stakeholders

EX-99.1

Ex-99.1 Press Release dated October 23, 2003

EX-99.2

Ex-99.2 Written presentation dated October 23,2003