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): April 29, 2004

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in 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

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On April 29, 2004, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the first quarter 2004 and updating its outlook for full year 2004. 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 11:00 a.m. Eastern Time on April 29, 2004. By press releases dated April 12, 2004 and April 26, 2004, 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 2004 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.

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SIGNATURES

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

	GOODRICH CORPORATION (Registrant)
Date: April 29, 2004	By:	/s/ Robert D. Koney, Jr.
		Robert D. Koney, Jr.
		Vice President and Controller

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EXHIBIT INDEX

Exhibit 99.1	Goodrich Corporation Press Release dated April 29, 2004 titled “Goodrich Announces First Quarter 2004 Results, Updates Full Year 2004 Outlook”.
Exhibit 99.2	Goodrich Corporation written presentation dated April 29, 2004 titled “Goodrich First Quarter 2004 Performance Review”.

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EX-99.1

[GOODRICH LOGO]

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

Goodrich Announces First Quarter 2004 Results, Updates Full Year 2004 Outlook

• Solid first quarter results from operations

• Significant new program wins expected to fuel balanced growth

• Commercial aftermarket and military and space sales continue to improve

• Full year 2004 outlook updated, diluted earnings per share now expected to be at upper end of range

CHARLOTTE, NC, April 29, 2004 — Goodrich Corporation announced today its results for the first quarter 2004 and updated its outlook for the full year 2004.

The company reported first quarter 2004 sales of $1,162 million and net income of $46 million, or $0.38 per diluted share, compared to first quarter 2003 sales of $1,094 million and net income of $29 million, or $0.25 per diluted share. Foreign currency translation was responsible for approximately 40 percent of the $68 million, or 6 percent, increase in sales. The remaining increase was primarily a result of increased sales of military and space products, large commercial aircraft original equipment products and large commercial aircraft aftermarket products and services.

Commenting on the current market environment, Marshall Larsen, Chairman, President and Chief Executive Officer said, “We continue to see growth in our military and space markets and recovery in our commercial aftermarket sales. Improvements in these markets, together with our recent program wins on the Boeing 7E7 Dreamliner aircraft and future product deliveries for the Joint Strike Fighter and the Airbus A380 aircraft, should provide Goodrich with opportunities for balanced long-term sales growth greater than the overall industry average.”

Income from continuing operations increased $63 million over the first quarter 2003, as detailed in the table below. The increase was primarily due to reduced charges for facility closure and headcount reduction actions and reduced asset impairment expenses. Additionally, the $5 million gain on the sale of the Noveon PIK notes was not repeated in the first quarter of 2004. These items, which totaled $69 million, after-tax, during the first quarter 2003, were reduced to $6 million, after-tax, during the first quarter of 2004. Also in the first quarter 2004, Goodrich experienced reduced earnings totaling approximately $12 million after-tax, or $0.10 per diluted

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share, compared to the first quarter 2003, relating to the impact of foreign currency exchange rates and certain medical expenses, liability insurance premiums, litigation costs and performance-based management incentive compensation expenses. During the first quarter 2004, Goodrich began expensing stock-based compensation, which reduced its diluted earnings per share by $0.02, and the company adjusted its effective tax rate to 31 percent, a decrease of 2 percent from the 33 percent rate in the same quarter last year. The company expects the 31 percent effective tax rate to remain in place for the full year 2004.

Goodrich recorded income from discontinued operations of $63 million during the first quarter 2003, associated with the sale of the company’s Avionics business. No income from discontinued operations was recorded during the first quarter 2004.

As previously disclosed, effective January 1, 2004, the company changed certain elements of the contract accounting methodology used at its Aerostructures business, which resulted in a one-time increase to income, recorded as a cumulative effect of change in accounting, of $16 million, after-tax, in the first quarter 2004. Over the term of the contracts affected by the change in accounting, operating income in the Engine Systems segment is expected to be reduced by an amount equal to the pre-tax amount of the one-time gain recorded ($23 million pre-tax, $16 million after-tax), a portion of which affects the comparison of the first quarter of 2004 to the first quarter of 2003.

Sales and Earnings - Additional Details	First Quarter Comparisons
	2004						2003
	Sales & After-tax						Sales & After-tax
	earnings			Diluted			earnings			Diluted
	($ in Millions)			EPS			($ in Millions)			EPS
Sales	$	1,162					$	1,094
Income from Continuing Operations*	$	30		$	0.25		$	(33	)		($0.28	)
Income (Loss) from Discontinued Operations								63		$	0.53
Cumulative effect of change in accounting	$	16		$	0.13			($1	)		—
Net income	$	46		$	0.38		$	29		$	0.25
*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								($8	)		($0.07	)
Notes/Accounts receivable write-offs		($5	)		($0.04	)		($2	)		($0.01	)
Sub-total — non-cash asset impairment charges		($5	)		($0.04	)		($72	)		($0.61	)
Facility closure and headcount reduction actions		($1	)		($0.01	)		($2	)		($0.02	)
Gain on sale of Noveon PIK notes							$	5		$	0.04
Total of items above		($6	)		($0.05	)		($69	)		($0.59	)
Average Shares Outstanding — Diluted (in millions)		119.9						117.2

Cash flow from operations during the first quarter 2004 of $49 million, including a contribution of $13 million to the company’s worldwide pension plans, was in line with company

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expectations. The primary reason for the $66 million decrease in cash flow from operations in the first quarter 2004, compared to 2003, was tax refunds of approximately $55 million during the year-ago quarter. There were no significant tax refunds during the first quarter 2004. During the first quarter 2004, the company had capital expenditures of $23 million.

Cash Flow Comparison	First Quarter
(Dollars in Millions)	2004			2003
Cash Flow from Operations	$	49		$	115
Capital Expenditures		($23	)		($20	)
Included in cash flow from operations
Cash outflow for facility closures and headcount reductions		($7	)		($10	)

The cash balance of $330 million at March 31, 2004 decreased by $48 million from the balance of $378 million at year-end 2003, primarily as a result of the redemption of the remaining BFGoodrich Capital 8.30% Cumulative Quarterly Income Preferred Securities, Series A (QUIPS). The redemption was completed on March 2, 2004 and utilized approximately $64 million of cash.

2004 Business Highlights

• Goodrich received two significant awards from Boeing related to the 7E7 Dreamliner aircraft. On April 15, Goodrich was selected to provide the nacelles and thrust reversers for both the GE and Rolls-Royce engine options for the new aircraft. Earlier, Goodrich was selected to provide the Fuel Quantity Indicating System and the Fuel Management Software. These two awards are expected to generate slightly over $4 billion in sales over the initial contract periods. Throughout the balance of 2004, Goodrich will submit proposals to Boeing on other systems that have not yet been awarded.

• Goodrich achieved a major milestone on the Airbus A380 program when the first body and wing landing gears were shipped from the company’s facility in Oakville, Ontario to the Airbus test facility in Bristol, UK. During 2004, Goodrich expects to deliver up to five sets of A380 landing gear to Airbus as well as build and test a number of A380 landing gear sets for flight qualification in Goodrich’s test facility located in Oakville, Ontario.

• Goodrich entered into a 10-year agreement with Continental Airlines to overhaul the landing gear on its fleet of 121 Boeing 737 classics, 45 Boeing 757s and 29 MD80s. Goodrich continues to work with airlines to identify potential opportunities to perform work previously accomplished by the airlines in-house.

• General Electric selected Goodrich to supply nacelle systems to support development of the new Japanese C-X military cargo aircraft. The contract is expected to generate in excess of $100 million over the life of the program, including sales of spare components.

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• Engineered Support Systems, Inc. (ESSI) selected Goodrich to provide the Laser Perimeter Awareness System for use as part of ESSI’s Perimeter Intrusion Detection System. The patent-pending Goodrich Laser Perimeter Awareness System uses an eye-safe, high-speed scanning laser to identify and track moving objects, including vehicles and people. This is an adaptable solution for a variety of Homeland Defense security and surveillance applications such as military bases, airports, power plants, chemical processing plants and maritime ports.

• Effective January 1, 2004, Goodrich realigned the business units within its three reportable segments. The Customer Services business was transferred from the Airframe Systems segment to the Engine Systems segment to better align Goodrich enterprise resources with its global customer base and to streamline the business to support future growth. Additionally, effective January 1, 2004, the direct spares sales and related costs for products previously provided to customers through the Customer Services business are now reported by the Goodrich business that manufactures the product. Going forward, Customer Services results will only reflect sales and income from services that it performs directly on behalf of third party customers. In order to maintain comparability, segment data for the full year 2002 and for 2003 by quarter has been restated consistent with these changes and is contained in a table at the end of this release.

Outlook

The company’s sales outlook for 2004 has been revised upward, based on the following market assumptions:

• Deliveries of Boeing and Airbus large commercial aircraft are expected to be approximately flat when compared to the 586 deliveries in 2003.

• Goodrich expects capacity growth in the global airline system, as measured by available seat miles (ASMs), to be in the 3 — 5 percent range. Goodrich’s sales to airlines for large commercial and regional aircraft aftermarket parts and service are expected to grow approximately in-line with increases in capacity. Assuming the first quarter sales and order trends continue, Goodrich now expects aftermarket sales to grow at the higher end of the range.

• Regional and business new aircraft production is expected to increase by about 8 — 10 percent when compared to 2003.

• Military sales (OE and aftermarket) should increase slightly greater than global military budgets, in the 10 — 12 percent range, when compared to 2003, an increase from the prior outlook.

Based on current expectations for these key market trends, Goodrich 2004 sales are now expected to be in the $4.65 — $4.70 billion range.

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The 2004 outlook for operating income and earnings per share (EPS) is based on many external and internal factors that may have a material impact on operating income and EPS, some of which were discussed in detail as part of the year-end 2003 results press release dated February 5, 2004. To the extent that any of the factors highlighted in that press release have changed significantly, they are discussed below:

• Stock-based compensation expensing — Goodrich began expensing stock-based compensation during the first quarter 2004. For the full year 2004, it is now expected that stock-based compensation expense will be approximately $13 million pre-tax (about $0.07 per diluted share). The prior outlook estimated this expense to be approximately $16 million pre-tax (about $0.09 per diluted share).

• Foreign exchange — Goodrich is currently hedged on about 90 percent of its estimated foreign exchange exposure for the balance of 2004. The company now expects its unfavorable foreign exchange impact for 2004 to be approximately $15 million pre-tax, compared to 2003, based on hedging activity in the first quarter and a continuation of current exchange rates. Most of this impact is expected to occur during the first half of 2004. The prior outlook estimated the unfavorable foreign exchange impact for 2004 to be approximately $15 — $20 million pre-tax, compared to 2003.

Taking these factors into account, Goodrich expects 2004 fully diluted EPS to be at the upper end of its range of $1.20 — $1.35. EPS from continuing operations, including the new methodology of accounting for contracts at Aerostructures and stock-based compensation expensing, but excluding the one-time gain from the cumulative effect of accounting change, is expected to be between $1.07 — $1.22.

Goodrich expects cash flow from operations, minus capital expenditures, to approximate net income in 2004. The company expects capital expenditures in 2004 to be 20 — 30 percent higher than the 2003 capital expenditures of $125 million.

The current earnings and cash flow from operations outlook does not include any impact of potential curtailment of production for the Boeing 717 program, premiums associated with potential early retirement of debt, resolution of the previously disclosed Rohr and Coltec tax litigation or potential contractual disputes with Northrop Grumman related to the purchase of Aeronautical Systems from TRW.

The supplemental segment discussion and tables that follow provide more detailed information about the first quarter 2004 results.

Goodrich will hold a conference call on April 29, 2004 at 11:00 AM U.S. Eastern time to discuss this announcement. Interested parties can listen to a live webcast of the conference call, and view

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the related presentation materials, at www.goodrich.com, or listen via telephone by dialing 913-981-5542.

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 aerospace companies in the world. For more information visit http://www.goodrich.com

Forward-looking Statements

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 in a manner and a timeframe that achieves expected cost savings and operating synergies;

• potential contractual disputes with Northrop Grumman related to the purchase of Aeronautical Systems;

• the nature, 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;

• demand for and market acceptance of new and existing products, such as the Airbus A380, the Joint Strike Fighter, the Boeing 7E7, the Embraer 190 and the Boeing 717;

• the health of the commercial aerospace industry, including the impact of bankruptcies in the airline industry;

• 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) or other airborne respiratory illnesses on global travel;

• potential cancellation of orders by customers;

• successful development of products and advanced technologies;

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• the extent to which expenses relating to employee and retiree medical and pension benefits continue to rise; competitive product and pricing pressures;

• the payment of premiums by the company in connection with the early retirement of debt;

• the resolution of tax litigation involving Coltec Industries Inc and Rohr, Inc.

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

• 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;

• the effect of changes in accounting policies;

• 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, deflation, 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, included in the company’s Annual Report on Form 10-K for the year ended December 31, 2003.

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.

###

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Supplemental Segment Review

Total Segment Results	1Q 2004					1Q 2003
	Sales and Pre-tax					Sales and Pre-tax
	earnings					earnings
	($ in Millions)		Margin %			($ in Millions)		Margin %
Sales	$	1,162				$	1,094
Segment Operating Income	$	118		10.2	%	$	19		1.7	%

Included below is a summary discussion of sales and operating income changes by segment. Segment results have been restated to reflect the realignment of the Customer Services business from the Airframe Systems segment to the Engine Systems segment, and the related segment reporting changes outlined on page 4 of this release.

Airframe Systems — Sales in the first quarter of 2004 increased about $1 million, from $402 million in the first quarter of 2003 to $403 million in the first quarter of 2004. The increase was primarily due to sales increases from favorable foreign currency translation, mainly in the Actuation Systems business, offset by lower sales of aircraft wheels and brakes, landing gear original equipment and landing gear services and a decrease in heavy airframe maintenance activity during the first quarter 2004, compared to the first quarter 2003.

Operating income in the first quarter of 2004 decreased approximately $1 million, from $22 million in the first quarter of 2003 to $21 million in the first quarter of 2004. Asset impairment, facility closure and headcount reduction charges recorded in the first quarter of 2003 totaled $10 million, with none recorded in the first quarter of 2004. Excluding these charges, the operating income decline of $11 million was attributable to the decreased sales noted above, unfavorable foreign currency exchange rates and higher new program research and development expenditures.

Engine Systems — Sales in the first quarter of 2004 increased $75 million, or 18 percent, from $424 million in the first quarter of 2003 to $499 million in the first quarter of 2004. This was due to increased original equipment and commercial aftermarket sales in the Aerostructures business, increased aftermarket and military and space sales in the Engine Control Systems business and increased military sales for the Turbine Fuel Technologies business. These increases were partially offset by reduced sales for the Turbomachinery Products business and reduced Cargo Systems sales due to large installments of initial provisioning 747 main deck cargo systems made last year that did not recur in the first quarter of 2004.

Operating income in the first quarter of 2004 increased $109 million from a loss of ($35) million in the first quarter of 2003 to income of $74 million in the first quarter of 2004. The improvement in operating income was primarily due to the sales increases noted above and an $85 million reduction in asset impairment, facility closure and headcount reduction charges. During the first quarter of 2003, Goodrich recorded a non-cash $80 million pre-tax asset impairment charge for its Super 727 program, reflecting a revaluation of the assets in light of the then current market conditions, which was not repeated during the first quarter of 2004.

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Electronic Systems — Sales in the first quarter of 2004 decreased $8 million, or 3 percent, from $269 million in the first quarter of 2003 to $261 million in the first quarter of 2004. This was due primarily to reduced sales in the Optical & Space Systems business. Lower commercial aftermarket requirements for Boeing 737 retrofit kits, which were completed in 2003, and lower military original equipment sales in Fuel & Utility Systems and lower aftermarket sales for both commercial and military products in Sensors Systems also contributed to the decline. Offsetting some of the decline were increases in sales of commercial and military aftermarket products for De-Icing & Specialty Systems, Lighting Systems and Power Systems.

Operating income in the first quarter of 2004 decreased $9 million, or 30 percent, from $32 million in the first quarter of 2003 to $23 million in the first quarter of 2004. The decline in operating income followed the declines in sales noted above. Operating income was also adversely affected by unfavorable foreign exchange and increased investments in research and development costs and bid and proposal costs for new commercial and military programs.

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GOODRICH CORPORATION
(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

	Three Months
	Ended
	March 31,
	2004			2003
Sales	$	1,162.1		$	1,094.2
Operating Income		98.5			2.9
Interest Expense		(37.4	)		(39.9	)
Interest Income		0.8			4.5
Other Expense – net		(18.9	)		(12.6	)
Income (Loss) before Income Taxes and Trust Distributions		43.0			(45.1	)
Income Tax (Expense) / Benefit		(13.3	)		14.9
Distributions on Trust Preferred Securities		—			(2.6	)
Income (Loss) from Continuing Operations		29.7			(32.8	)
Income from Discontinued Operations		—			62.7
Cumulative Effect of Change in Accounting		16.2			(0.5	)
Net Income	$	45.9		$	29.4
Income (Loss) Per Share:
Basic
Continuing Operations	$	0.25		$	(0.28	)
Discontinued Operations		—			0.53
Cumulative Effect of Change in Accounting		0.14			—
Net Income	$	0.39		$	0.25
Diluted
Continuing Operations	$	0.25		$	(0.28	)
Discontinued Operations		—			0.53
Cumulative Effect of Change in Accounting		0.13			—
Net Income	$	0.38		$	0.25
Weighted — Average Number of Shares Outstanding (in millions)
Basic		118.2			117.2
Diluted		119.9			117.2

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GOODRICH CORPORATION SEGMENT REPORTING
(DOLLARS IN MILLIONS)

	Three Months
	Ended
	March 31,
	2004			2003
Sales:
Airframe Systems	$	402.6		$	402.1
Engine Systems		498.5			423.6
Electronic Systems		261.0			268.5
Total Sales	$	1,162.1		$	1,094.2
Operating Income (Loss):
Airframe Systems	$	20.9		$	21.8
Engine Systems		74.4			(35.2	)
Electronic Systems		22.7			32.2
Total Segment Operating Income		118.0			18.8
Corporate General and Administrative Costs		(19.5	)		(15.9	)
Total Operating Income	$	98.5		$	2.9
Segment Operating Income as a Percent of Sales:
Airframe Systems		5.2	%		5.4	%
Engine Systems		14.9	%		(8.3	)%
Electronic Systems		8.7	%		12.0	%
Total Segment Operating Income as a Percent of Sales		10.2	%		1.7	%

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GOODRICH CORPORATION SEGMENT REPORTING
(DOLLARS IN MILLIONS)

				2003			2003
	2002			First Quarter			Second Quarter
Sales:
Airframe Systems	$	1,390.1		$	402.1		$	395.4
Engine Systems		1,466.0			423.6			423.8
Electronic Systems		952.4			268.5			275.3
Total Sales	$	3,808.5		$	1,094.2		$	1,094.5
Operating Income:
Airframe Systems	$	102.5		$	21.8		$	22.9
Engine Systems		168.9			(35.2	)		25.8
Electronic Systems		147.8			32.2			32.0
Total Segment Operating Income		419.2			18.8			80.7
Corporate General and Administrative Costs		(60.6	)		(15.9	)		(14.6	)
Total Operating Income	$	358.6		$	2.9		$	66.1
Segment Operating Income as a Percent of Sales:
Airframe Systems		7.4	%		5.4	%		5.8	%
Engine Systems		11.5	%		(8.3	)%		6.1	%
Electronic Systems		15.5	%		12.0	%		11.6	%
Total Segment Operating Income as a Percent of Sales		11.0	%		1.7	%		7.4	%

	2003			2003
	Third Quarter			Fourth Quarter			2003
Sales:
Airframe Systems	$	373.6		$	392.7		$	1,563.8
Engine Systems		420.0			447.5			1,714.9
Electronic Systems		270.3			290.1			1,104.2
Total Sales	$	1,063.9		$	1,130.3		$	4,382.9
Operating Income:
Airframe Systems	$	17.8		$	16.6		$	79.1
Engine Systems		63.1			43.6			97.3
Electronic Systems		37.0			38.8			140.0
Total Segment Operating Income		117.9			99.0			316.4
Corporate General and Administrative Costs		(16.1	)		(24.8	)		(71.4	)
Total Operating Income	$	101.8		$	74.2		$	245.0
Segment Operating Income as a Percent of Sales:
Airframe Systems		4.8	%		4.2	%		5.1	%
Engine Systems		15.0	%		9.7	%		5.7	%
Electronic Systems		13.7	%		13.4	%		12.7	%
Total Segment Operating Income as a Percent of Sales		11.1	%		8.8	%		7.2	%

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GOODRICH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS)

	March 31,			December 31,
	2004			2003
Current Assets
Cash and cash equivalents	$	329.5		$	378.4
Accounts and notes receivable, less allowances for doubtful receivables ($26.8 at March 31, 2004; $28.0 at December 31, 2003) 2004; $28.0 December 31, 2003)		702.2			608.5
Inventories		993.9			964.2
Deferred income taxes		50.3			53.3
Prepaid expenses and other assets		94.4			82.7
Total Current Assets		2,170.3			2,087.1
Property		1,155.9			1,175.9
Prepaid pension		215.8			219.5
Goodwill		1,267.6			1,259.5
Identifiable intangible assets		499.7			484.7
Deferred income taxes		20.5			22.9
Other assets		609.1			640.3
Total Assets	$	5,938.9		$	5,889.9
Current Liabilities
Short-term bank debt	$	2.7		$	2.7
Accounts payable		425.9			414.5
Accrued expenses		694.0			648.2
Income taxes payable		253.0			259.9
Current maturities of long-term debt and capital lease obligations		9.6			75.6
Total Current Liabilities		1,385.2			1,400.9
Long-term debt and capital lease obligations		2,140.7			2,136.6
Pension obligations		645.4			642.0
Postretirement benefits other than pensions		316.5			319.2
Other non-current liabilities		201.0			197.7
Commitments and contingent liabilities		—			—
Shareholders’ Equity
Common stock — $5 par value
Authorized 200,000,000 shares; issued 132,080,334 shares at March 31, 2004, and 131,265,173 shares at December 31, 2003 (excluding 14,000,000 shares held by a wholly-owned subsidiary at each date)		660.4			656.3
Additional paid-in capital		1,052.2			1,035.8
Income retained in the business		64.6			42.4
Accumulated other comprehensive income (loss)		(113.4	)		(126.1	)
Unearned compensation		—			(1.4	)
Common stock held in treasury, at cost (13,546,755 shares at March 31, 2004, and 13,539,820 shares at December 31, 2003)		(413.7	)		(413.5	)
Total Shareholders’ Equity		1,250.1			1,193.5
Total Liabilities And Shareholders’ Equity	$	5,938.9		$	5,889.9

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

	Three Months
	Ended
	March 31,
	2004			2003
Operating Activities
Income (loss) from continuing operations	$	29.7		$	(32.8	)
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Restructuring and consolidation:
Expenses		1.8			15.3
Payments		(6.7	)		(10.3	)
Asset impairments		—			79.9
Depreciation and amortization		54.5			56.3
Stock-based compensation expense		5.1			(4.5	)
Deferred income taxes		3.0			4.5
Payment-in-kind interest income		—			(4.3	)
Change in assets and liabilities, net of effects of acquisitions and dispositions of businesses:
Receivables		(78.5	)		12.0
Change in receivables sold, net		(14.5	)		(2.1	)
Inventories		(5.9	)		(11.0	)
Other current assets		(9.8	)		(10.4	)
Accounts payable		12.3			(38.3	)
Accrued expenses		45.8			37.5
Income taxes payable		(12.7	)		36.5
Tax benefit on non-qualified options		1.6			—
Other non-current assets and liabilities		22.8			(13.2	)
Net Cash Provided By Operating Activities		48.5			115.1
Investing Activities
Purchases of property		(22.9	)		(19.9	)
Proceeds from sale of property		—			2.4
Proceeds from payment-in-kind notes		—			151.9
Payments received (made) in connection with acquisitions, net of cash acquired		(0.5	)		(2.4	)
Net Cash Provided (Used) By Investing Activities		(23.4	)		132.0
Financing Activities
Increase (decrease) in short-term debt		0.5			(379.7	)
Proceeds from long-term debt and capital lease obligations		—			5.5
Repayment of long-term debt and capital lease obligations		(65.7	)		(1.9	)
Proceeds from issuance of capital stock		13.9			6.5
Dividends		(23.5	)		(23.4	)
Distributions on Trust preferred securities		—			(2.6	)
Net Cash Used By Financing Activities		(74.8	)		(395.6	)
Discontinued Operations
Net cash provided (used) by discontinued operations		—			185.0
Effect of exchange rate changes on cash and cash equivalents		0.8			(0.6	)
Net increase in cash and cash equivalents		(48.9	)		35.9
Cash and cash equivalents at beginning of period		378.4			149.9
Cash and cash equivalents at end of period	$	329.5		$	185.8

Page 14

GOODRICH CORPORATION
SUPPLEMENTARY FINANCIAL INFORMATION
(DOLLARS IN MILLIONS)

	Three Months
	Ended
	March 31,
	2004			2003
Non-Segment Expenses:
Net Interest Expense	$	(36.6	)	$	(35.4	)
- Payment-in-Kind Interest Income	$	—		$	4.3
(included in Net Interest Expense above)
Other Income (Expense), Net:	$	(18.9	)	$	(12.6	)
- Discontinued Retiree Health Care	$	(6.2	)	$	(4.9	)
- Other Income (Expense)	$	(12.7	)	$	(7.7	)

	Three Months
	Ended
	March 31,
	2004		2003
Preliminary Balance Sheet and Cash Flow Data:
Short-term Bank Debt	$	2.7	$	—
Current Maturities of Long-term Debt and Capital Lease Obligations	$	9.6	$	3.6
Mandatorily Redeemable Preferred Securities of Trust (QUIPS)	$	—	$	125.5
Long-term Debt and Capital Lease Obligations	$	2,140.7	$	2,132.1
Total Debt(1) + QUIPS	$	2,153.0	$	2,261.2
Cash and Cash Equivalents	$	329.5	$	185.8
Net Debt + QUIPS	$	1,823.5	$	2,075.4
Dividends	$	23.5	$	23.4
Depreciation and Amortization	$	54.5	$	56.3
- Depreciation	$	40.3	$	39.9
- Amortization	$	14.2	$	16.4

(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.

Page 15

EX-99.2

First Quarter 2004 Performance Review April 29, 2004

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 Aeronautical Systems in a manner and a timeframe that achieves expected cost synergies and operating synergies; demand for and market acceptance of new and existing products, such as the Airbus A380, the Joint Strike Fighter, the Boeing 7E7, the Embraer 190 and the Boeing 717; and 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, 2003. 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 Overview

Recent Significant Developments Solid first quarter results from operations Significant new program wins expected to fuel balanced growth 7E7 Dreamliner - nacelles and thrust reversers; Fuel Quantity Indicating System and Fuel Management Software A380 - first body and wing landing gears delivered Airline component maintenance contract with Continental Japanese C-X military cargo aircraft - selected to supply nacelle system Homeland Security - Laser Perimeter Awareness System Commercial aftermarket and military and space sales continue to improve 2004 Outlook - Diluted EPS at upper end of $1.20 - $1.35 range, sales expectations increased Great start to 2004

7E7 Dreamliner - Participation Update Two significant wins Worth slightly more than $4B over initial contract period Fuel Quantity Indicating System/Fuel Management Software Nacelles and thrust reversers - all engine options Goodrich bidding multiple other products and systems yet to be awarded Current 7E7 OE content could increase significantly Inlet Cowl Fan Cowl Reverser Exhaust

Sales Trends Q4 2002 Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 GR 1157 1094 1095 1064 1130 1162 Sales ($ in Millions) Note: All sales restated to reflect discontinued operations Recent sequential quarterly sales increases

(Dollars in Millions, excluding EPS) 1st Qtr 2004 1st Qtr 2003 Change Sales $1,162 $1,094 $68 Segment operating income $118 $19 $99 - % of Sales 10.2% 1.7% 8.5% Income (Loss) - Continuing operations - Net income $30 $46 ($33) $29 $63 $17 Diluted EPS - Continuing operations - Net income $0.25 $0.38 ($0.28) $0.25 $0.53 $0.13 First Quarter 2004 - Financial Summary

First Quarter 2004 - Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales After-tax Income from Continuing Operations Diluted EPS First Quarter 2003 - Income from Continuing Operations $1,094 ($33) ($0.28) Increased overall volume, change in share count, other $40 $14 $0.10 Foreign Exchange Sales and Income Impacts $28 ($6) ($0.05) Stock-based compensation expensing ($3) ($0.02) P & L Headwind (Incentive Comp, Liability Insurance, Tax Litigation, Retiree Medical) ($6) ($0.05) Lower facility closure and headcount reduction and asset impairment charges, 2003 gain on sale of Noveon PIK notes $63 $0.54 Lower pension expense $1 $0.01 First Quarter 2004 - Income from Continuing Operations $1,162 $30 $0.25 Operating performance clouded by FX, Other Income, G&A

First Quarter 2004 Airframe Systems Segment 1st Quarter 2004 1st Quarter 2003 Change Change Dollars in Millions 1st Quarter 2004 1st Quarter 2003 $ % Sales $403 $402 $1 -- Segment OI $21 $22 ($1) (5%) % Sales 5.2% 5.4% Included above: Facility Closure and Headcount Reductions/Asset Impairment $0 ($10) $10 N/A Major Variances: Sales Sales increases - favorable foreign currency translation - primarily in Actuation Systems Sales decrease - lower wheels and brakes, landing gear OE and heavy airframe maintenance Segment Operating Income Decreased facility closure and headcount reduction and asset impairment charges Reduced volume, negative FX impacts and higher research and development

First Quarter 2004 Engine Systems Segment Major Variances: Sales Increased OE and aftermarket sales in Aerostructures Increased aftermarket and military and space sales in Engine Control Systems, increased military sales in Turbine Fuel Technologies Reduced sales in Turbomachinery Products and Cargo Systems Segment Operating Income Increased segment operating income related to sales increases Decreased asset impairment, facility closure and headcount reduction charges 1st Quarter 2004 1st Quarter 2003 Change Change Dollars in Millions 1st Quarter 2004 1st Quarter 2003 $ % Sales $499 $424 $75 18% Segment OI $74 ($35) $109 N/A % Sales 14.9% (8.3%) Included Above: Facility Closure and Headcount Reductions/Asset Impairment ($0) ($85) $85 N/A

First Quarter 2004 Electronic Systems Segment Major Variances: Sales Increased aftermarket sales for De-Icing, Power Systems, Lighting Systems Reduced Optical & Space Systems sales Lower sales of retrofit kits for 737 - program completed in 2003 Lower military OE sales in Fuel and Utility Systems, lower aftermarket sales for both commercial and military product sales in Sensor Systems Segment Operating Income Reduced sales; product mix Unfavorable foreign exchange impact, Increased research & development costs, bid and proposal costs for new commercial and military programs 1st Quarter 2004 1st Quarter 2003 Change Change Dollars in Millions 1st Quarter 2004 1st Quarter 2003 $ % Sales $261 $269 ($8) (3%) Segment OI $23 $32 ($9) (30%) % Sales 8.7% 12.0% Included Above: Facility Closure and Headcount Reductions/Asset Impairment ($2) ($0) ($2) N/A

Summary Cash Flow Information Item (Dollars in Millions) 1st Qtr 2004 1st Qtr 2003 Net income from continuing operations $30 ($33) Net restructuring and consolidation, asset impairments ($5) $85 Depreciation and Amortization $55 $56 Working Capital - (increase)/decrease - defined as the sum of A/R, Inventory and A/P ($87) ($39) Deferred income taxes and income taxes payable ($10) $41 Accrued expenses, other current assets and other non-current assets and liabilities $66 $5 Cash Flow from Operations $49 $115 Cash Payments for Restructuring ($7) ($10) Capital Expenditures ($23) ($20) Major Variances - first quarter 2004 compared to first quarter 2003: Working capital - primarily due to increased Accounts Receivable Increased by $91 million - timing of receipt of recently submitted invoices Deferred taxes and taxes payable - 2003 refunds of $55 million not repeated Accrued expenses, other current assets and other non-current assets and liabilities - change primarily due to lower pension contributions in the 1st quarter 2004, liquidation of certain life insurance policies and timing of cash payments for certain liabilities, partially offset by the purchase of certain aftermarket rights

Debt Retirement Progress Since Acquisition of Aeronautical Systems 10/1/02 Proforma 12/31/2002 3/31/2003 6/30/2003 9/30/2003 12/31/2003 3/31/2004 Net Debt 2893 2487 2075 1994 1949 1836 1824 Cash 146 150 186 268 326 378 330 $ in Millions Total Debt + QUIPS $3,039 Total Debt + QUIPS $2,638 Total Debt + QUIPS $2,261 Net Debt + QUIPS $2,893 Net Debt + QUIPS $2,488 Net Debt + QUIPS $2,075 Cash $146 Cash $150 Cash $186 Total debt + QUIPS reduced $886M or 29%; Net debt + QUIPS reduced $1,069M or 37% Total Debt + QUIPS $2,262 Net Debt + QUIPS $1,994 Cash $268 Total Debt + QUIPS $2,275 Net Debt + QUIPS $1,949 Cash $326 Total Debt (includes QUIPS) $2,215 Net Debt (includes QUIPS) $1,837 Cash $378 Note: See page 24 for definitions of Total Debt and Net Debt and a detailed calculation of these measures as of the dates indicated. Total Debt $2,153 Net Debt $1,823 Cash $330

Sales by Market Channel

Boeing Airbus Regional, Business, GA OE Commercial A/C Aftermarket Regional, Business & GA Aftmkt Heavy Maintenance Military Other East 104 185 70 299 71 35 335 63 1st Quarter 2004 Sales by Market Channel Total Sales $1,162M Large Commercial Aircraft Aftermarket 26% Regional, Business & General Aviation Aftermarket 6% Boeing Commercial OE 9% Airbus Commercial OE 16% Military & Space, OE & Aftermarket 29% Other 5% Heavy A/C Maint. 3% OE AM Balanced business mix - three major market areas each represent approximately one-third of sales Regional, Business & Gen. Av. OE 6% Total Commercial Aftermarket 35% Total Commercial OE 31% Total Military and Space 29%

Outlook

Expectations for Goodrich 2004 Sales Sales by Market Channel 2003 Sales Mix Average Expected Growth Average Expected Growth Sales by Market Channel 2003 Sales Mix 2003 Actual Change* 2004 Expected Change Military and Space - OE and Aftermarket 30% 10% 10% - 12% Boeing and Airbus - OE Production 24% (10%) Flat Regional, Business & General Aviation - OE 5% (18%) 8% - 10% Aftermarket - Large Commercial and Regional, Business and GA 32% (3%) 3% - 5% (Upper end of range) Heavy Airframe Maintenance 3% (27%) Approx. Flat Other 6% (13%) Approx. Flat Goodrich Total Sales $4.4B (4%) $4.65 - $4.70B * Compared to 2002 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.

2004 P&L Headwind Directors & Officers Insurance Current multi-year program ends in mid 2004 Substantial premium increase expected on renewal Management Incentive Compensation Poor industry conditions drive below target payouts in 2002-2003 Normal payouts expected in 2004 Replace portion of stock options with restricted stock Tax Litigation (Defense costs) Two major cases projected for trial in 2004 (Rohr and Coltec) Detailed in recent SEC filings Retiree Medical Expenses Double digit increase expected Industry wide phenomena Included in other income/expense Excludes prescription drug subsidy Approximately $30M aggregate increase expected in 2004, $8M pre-tax impact in 1st quarter 2004

Foreign Exchange Considerations Goodrich Foreign Currency Exposure Approximately 85 - 90 percent of sales in US dollars Approximately 70 - 75 percent of pre-tax costs in US dollars Euro, Pound Sterling and Canadian dollar represent >95% of exposure Exposure increased with Aeronautical Systems acquisition due to significant European manufacturing presence Goodrich hedges a major portion of projected forward exposure Currently hedged on about 90 percent of remaining 2004 exposure Unhedged portion subject to FX rate fluctuations until hedged or realized US dollar strengthened modestly in Q1, but weakness relative to 2003 creates P&L headwind Estimated $15 million pre-tax impact versus 2003 at current FX rates; $9M 1st quarter 2004 impact (1% OI margin impact)

Contract Accounting Change - Implemented Effective January 1, 2004 Impact reflected in Goodrich financials in two stages Cumulative effect on existing contracts from profit recorded in prior periods booked as "Cumulative effect of accounting change" on January 1, 2004 as part of first quarter 2004 results Income of $23 million pre-tax, or $0.13 per diluted share Lower projected operating income of $23 million pre-tax over remaining duration of current contracts (2004 through 2006)

Goodrich Strategic Imperatives Balanced Growth Faster than the overall market Win key positions on new aircraft (e.g. 7E7) Migrate commercial products/technologies to military applications Penetrate adjacent markets Leverage the Enterprise Resource allocation Technology/Innovation Enterprise-wide initiatives Customer alignment/focus Operational Excellence Integrate Aeronautical Systems Lean manufacturing/Six Sigma Make/Buy analysis Successful implementation will enable Goodrich to compete/win in all business environments

Summary - Goodrich Attributes and Actions Top tier aerospace supplier Diversified, balanced business mix Proprietary, flight critical products Strong cash flow Enterprise-wide initiatives Experience managing operations in challenging markets Committed to maintaining a conservative financial profile and investment grade ratings Focused on what we can control

What Investors Should Expect from Goodrich Continued commitment to integrity No significant acquisitions 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 Reduce leverage to target levels Transparency of financial results and disclosure Accountable to all stakeholders

Supplemental Information * In late September 2002, the company utilized short-term debt of $200 million to preposition certain funds necessary for the acquisition of TRW Aeronautical Systems. This short-term debt was repaid on October 1, 2002 with a portion of the proceeds from the $1.5 billion bridge loan secured to finance the entire purchase. Accordingly, on October 1, 2002, cash was reduced by $200 million. **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. *** QUIPS included in Current maturities of long-term debt and capital lease obligations as of December 31, 2003.