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): November 15, 2004

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(Address of Principal Executive Offices)(Zip Code)

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

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 (see General Instruction A.2. below):

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

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

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

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

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

     On November 15, 2004, Goodrich Corporation (“Goodrich”) issued a press release announcing its 2005 financial outlook. A copy of the press release is furnished as Exhibit 99.1 hereto.

     On Monday, November 15, 2004, from 1:00 p.m. to 5:00 p.m. Eastern time, Goodrich will host an Annual Investor Conference to discuss its financial results, performance and prospects with investors and security analysts. By press releases dated October 28, 2004 and November 11, 2004, the public was invited to listen to the conference by live webcast accessed through the Investor Relations area of Goodrich’s website at www.goodrich.com. The written presentation materials to be used during the conference will be posted at the Investor Relations area of Goodrich’s website prior to the investor conference. Excerpts from the written presentation materials to be presented at the conference by Goodrich’s Chairman, President and Chief Executive Officer and by Goodrich’s Executive Vice President and Chief Financial Officer are furnished as Exhibit 99.2 hereto.

Section 9 – Financial Statements and Exhibits

(c) Exhibits.

Exhibit 99.1	Goodrich Corporation Press Release dated November 15, 2004 titled “Goodrich Provides 2005 Financial Outlook”.
Exhibit 99.2	Excerpts from Goodrich Corporation written presentation materials dated November 15, 2004 titled “Goodrich Annual Investor Conference”.

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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: November 15, 2004	By:	/s/ Scott E. Kuechle
		Scott E. Kuechle Vice President and Controller

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EXHIBIT INDEX

Exhibit 99.1	Goodrich Corporation Press Release dated November 15, 2004 titled “Goodrich Provides 2005 Financial Outlook”.
Exhibit 99.2	Excerpts from Goodrich Corporation written presentation materials dated November 15, 2004 titled “Goodrich Annual Investor Conference”.

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EX-99.1

Goodrich Provides 2005 Financial Outlook

• Sales growth expected in all market channels for 2005 compared to 2004.

• Sales for 2005 expected to be in the $5.0 — $5.1 billion range.

• Fully diluted EPS for 2005 expected to be in the $1.60 — $1.80 range.

• Cash flow from operations, minus capital expenditures, expected to exceed 75 percent of net income in 2005.

CHARLOTTE, NC, November 15, 2004 – Goodrich Corporation announced today its sales, earnings and cash flow outlook and assumptions for the full year 2005. Sales for 2005 are expected to grow about 6 – 8 percent from 2004 levels, to a range of $5.0 — $5.1 billion. Margin growth in excess of the growth in sales is expected to result in fully diluted earnings per share (EPS) from continuing operations in the range of $1.60 — $1.80, an increase of 20 – 35 percent from the current expectations for 2004 fully diluted EPS from continuing operations.

Goodrich’s 2005 outlook is based on the following market assumptions:

• Deliveries of Boeing and Airbus large commercial aircraft are expected to be significantly higher in 2005, compared to 2004. Current delivery expectations for 2004 are for approximately 600 aircraft, growing to approximately 670 aircraft in 2005, an increase of about 12 percent.

• Capacity in the global airline system, as measured by available seat miles (ASMs), is expected to continue to grow. Goodrich expects global ASM growth of about 5 percent in 2005, compared to 2004. Goodrich sales to airlines for large commercial and regional aircraft aftermarket parts and service are expected to grow approximately in-line with increases in capacity.

• Regional aircraft production is expected to be relatively flat in 2005, compared to 2004, as the primary regional jet manufacturers scale back production in reaction to reductions

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	in expected deliveries to airlines currently operating under the protection of Chapter 11 bankruptcy filings.
•	Military sales (OE and aftermarket) are expected to increase roughly in line with global military budgets, which are expected to grow in the low single digit range for 2005, compared to 2004.

Goodrich expects cash flow from operations, minus capital expenditures, to exceed 75 percent of net income in 2005. While this is lower than the conversion rate experienced in recent years, it reflects increased cash expenditures for investments in new programs and productivity initiatives that are expected to provide enhanced long-term growth prospects for the company. The company expects capital expenditures in 2005 to be in the range of $190 - $210 million.

The current earnings and cash flow from operations outlook for 2005 does not include any impact of unanticipated large contract terminations (such as the Boeing 717 program), premiums or interest expense savings associated with potential early retirement of debt, resolution of the previously disclosed Rohr and Coltec tax litigation, or of potential contractual disputes with Northrop Grumman related to the purchase of Aeronautical Systems from TRW.

Goodrich will hold an investor conference on November 15, 2004, beginning at 1:00 PM U.S. Eastern time to discuss its 2005 outlook and to provide further insight into the company’s performance, plans and future prospects. Interested parties can listen to a live webcast of the conference, and view the related presentation materials, at www.goodrich.com.

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-

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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 Boeing 7E7, the Joint Strike Fighter, 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 and events 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;

• the extent to which expenses relating to employee and retiree medical and pension benefits continue to rise, including changes in plan assumptions related to interest rates and actual and long-term returns on plan assets;

• 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;

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• 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, including 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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EX-99.2

Annual Investor Conference November 15, 2004 New York City

Opening Remarks Marshall Larsen Chairman, President and CEO Goodrich 2004 Investor Conference

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

Sales by Market Channel 2004 - 2005 Change Analysis Market Channel Primary Market Drivers GR Change Comparisons GR Change Comparisons Market Channel Primary Market Drivers Estimated 2004 Change Estimated 2005 Change Military and Space - OE and Aftermarket US, UK Defense Budgets 10% Low Single Digit Growth Boeing and Airbus - OE Production Aircraft Deliveries Up Slightly Approx. 12% Regional, Business & General Aviation - OE Aircraft Deliveries 8% - 10% Approx. Flat Aftermarket - Large Commercial and Regional, Business and GA ASMs, Age, Cycles, Fleet size Around 6% Approx. 5% Heavy Airframe Maintenance Aircraft aging, Parked Fleet Up Slightly >10% Other IGT Market, Various Approx. Flat Flat Goodrich Total Sales 7% - 8% 6% - 8%

2002 2003 2004 2005 2006 2007 2008 2009 GR 10.2 27 77.6 167.1 263.8 351 531.8 641.5 Expected Future Sales from New Programs New Program Sales are Incremental to Sales Growth from Existing In-production Platform Positions (Dollars in Millions) Annual Expected Future Sales for: A380 Program 7E7 Program CF34-10 Nacelle System JSF Program C-5 Re-engine Program Small Engine Controls

Financial Review Rick Schmidt Executive Vice President Chief Financial Officer Goodrich 2004 Investor Conference

Agenda Third Quarter Summary 2004 and 2005 Outlook Initiatives/Strategies

Third Quarter Overview Another solid quarter Driven by improving Aerospace market fundamentals 41% EPS growth compared to 3Q 2003 Strong cash flow Several new contracts/awards Updated full year guidance Sales high end of $4.7-$4.75 billion EPS outlook $1.45-$1.50 Cash flow from operations less capital expenditures exceed net income Continued commitment to debt retirement $75M retired in 3Q $99M retired in 4Q Establishing Solid Foundation for Long-term Value Creation

Third Quarter 2004 Sales by Market Channel 2004 YTD Sales Mix Sales by Market Channel Growth Over 2003 Growth Over 2003 2004 YTD Sales Mix Sales by Market Channel 3Q 2004 YTD 2004 25% Boeing & Airbus Aftermarket 10% 7% 7% Regional, Business & GA Aftermarket 31% 19% 3% Heavy Airframe Maintenance 10% 1% 35% Sub Total Commercial Aftermarket 14% 8% 30% Military & Space OE & Aftermarket 5% 6% 23% Boeing & Airbus OE Production 5% 1% 6% Regional, Business & GA OE Production 40% 23% 6% All Other 10% 5% $3.5 Bil Goodrich Total Sales 10% 6% Growth in All Markets

(Dollars in Millions, excluding EPS) 3rd Qtr 2003 3rd Qtr 2004 % Inc/(Dec) Sales $1,064 $1,167 10% Segment Operating Income $118 $132 12% - % of Sales 11.1% 11.3% Net Income $34 $50 47% Diluted EPS $0.29 $0.41 41% Cash Flow from Operations $131 $110 (16%) Capital Expenditures $28 $31 11% Third Quarter 2004 Financial Summary

Third Quarter 2004 Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales After-tax Income from Continuing Operations Diluted EPS Third Quarter 2003 -from Continuing Operations $1,064 $34 $0.29 Increased overall volume, change in share count, other $82 $23 $0.19 Increased new program development expenditures (R&D, Bid and Proposal, other) ($11) ($0.09) Foreign Exchange Sales and Income Impacts $21 $0 --- Lower facility closure, headcount reduction and asset impairment charges $2 $0.01 Stock-based compensation expensing ($2) ($0.02) State tax settlement, debt retirement costs, reserve for adverse preliminary labor dispute ruling, technology development grant treatment correction $7 $0.06 P & L Headwind (Incentive Comp, Liability Insurance, Tax Litigation, Retiree Medical) ($3) ($0.03) Third Quarter 2004 -from Continuing Operations $1,167 $50 $0.41

Third Quarter 2004 Cash Flow Components (Dollars in Millions) 3rd Qtr 2003 3rd Qtr 2004 Net Income from Continuing Operations $34 $50 Depreciation and Amortization $55 $55 Working Capital - (Increase)/Decrease (1) ($16) ($78) Income Taxes $34 $5 Restructuring (Net) ($10) ($4) All Other (Net) $34 $82 Cash Flow from Operations $131 $110 Capital Expenditures ($28) ($31) Free Cash Flow (2) $103 $79 Conversion (3) 303% 158% (1) Working Capital equals Accounts Receivable plus Inventory minus Accounts Payable (2) Cash Flow from Operations minus Capital Expenditures (3) Free Cash Flow / Net Income Note: See supplemental information slide for detailed calculation of Free Cash Flow and Conversion as of the dates indicated.

Agenda Third Quarter Summary 2004 and 2005 Outlook Initiatives/Strategies

2004 Overview Expect strong finish to 2004 Q4 sales at record levels 9-10% sequential growth over Q3 Corresponding EPS growth Q4 positive free cash flow Further debt retirement completed Raised Guidance for 2004

2004 Financial Outlook Actual Nine Months Estimated Q4 2004 Outlook Sales $3,463M $1,262-1,287M $4,700-4,750M (High End) Net Income $136 $38-44 $174-180 Diluted Earnings Per Share: - Continuing Operations $1.00 $0.32-0.37 $1.32-1.37 - Cumulative Effect of Acctg Change $0.13 - $0.13 Net Income $1.13 $0.32-0.37 $1.45-1.50 Cash Flow from Operations $240M >$80M > $320M Capital Expenditures ($82M) ($58-68M) ($140-150M) Free Cash Flow (1) $158M > $17M > $175M Conversion % (2) 116% > 45% > 100% Q4 Includes Projected $0.06 EPS for Debt Retirement Expenses (1) Cash Flow from Operations minus Capital Expenditures (2) Free Cash Flow/Net Income Note: See supplemental information slide for detailed calculation of Free Cash Flow and Conversion as of the dates indicated.

2005 Outlook Assumptions Boeing/Airbus Production Up ~12% Global ASM Growth ~5% No New Market Disruption (Terrorism, SARS) Stable/Small Changes in Interest and FX Rates 7E7 Introduction On Current Schedule GR Macro Assumptions Continued Global Economic Recovery Military/Regional OE Stable to Moderate Growth

2005 Sales & Margin Expectations Sales Growth Expectations Segment Margin Considerations Positive influences Volume/fixed cost absorption Cost reduction/restructuring benefits Enterprise initiatives R&D/new program spending flat Improving Actuation results Negative influences Continued pricing pressure OE growth creates unfavorable mix Pension cost increasing FX - dollar weakness Goodrich 2004 YTD Sales Mix Market 2005 Market Growth 23% Boeing/Airbus OE ~12% 6% Regional, Business & GA OE Flat 32% Aftermarket (Commer & Regional) ~5% 30% Military & Space (Total) Low Single Digit 3% Heavy Maintenance > 10% 6% IGT/Other Flat 2005 Sales $5.0-5.1B +6-8% versus 2004 Expect Margin Expansion Beyond Sales Growth

2005 Outlook Airframe Systems Segment Estimate 2004 Estimate 2005 Highlights Sales ~ $1.65M ~ $1.78M + Landing Gear, Actuation OE + A380 deliveries + Alaska heavy maintenance - - Wheel & Brake pricing Segment Margins 5.5-6.0% 5.2-5.7% + Volume/absorption + Enterprise initiatives + Cost improvements + Heavy maintenance efficiencies - - Wheel & Brake pricing - - Anticipated restructuring expense - - Higher OE mix - - Higher Wheel & Brake no charge Focus on Operational Excellence; Expect Margin Expansion in 2006 + 7-8% Slight Decrease

2005 Outlook Engine Systems Segment Estimate 2004 Estimate 2005 Highlights Sales ~ $1.93B ~ $2.02B + OE requirements + Spares/Aftermarket growth + Asia-Pacific MRO - Military program completion Segment Margins 14.0-14.5% 15.0-15.5% + Volume/absorption + Aftermarket mix + Cost improvements + Enterprise initiatives - - R&D expense increase Market Driven Sales Growth, Margin Expansion + 5-6% Up 0.5-1.5%

2005 Outlook Electronic Systems Segment Estimate 2004 Estimate 2005 Highlights Sales ~ $1.15B ~ $1.25B + Military/Space • Reconnaissance • Classified programs + New regional & business programs + A380 deliveries + Homeland security Segment Margins 11.5-12.0% 13.0-13.5% + Volume/absorption + Enterprise initiatives + Cost improvements + Lower R&D expense Military Growth, Margin Expansion + 8-9% Up 1.0-2.0%

2005 Outlook P&L Summary ($M) Estimate 2004 Estimate 2005 B/(W) Sales $4.73-4.75B $5.0-5.1B +6-8% Segment Income $495-515 $555-585 +10-15% Margin % 10.5-11.0% 11.0-11.5% Net Income $174-180 $195-220 +10-25% EPS (Diluted) - Continuing Operations $1.32-1.37 $1.60-1.80 +20-35% - Reported $1.45-1.50 $1.60-1.80 +10-20% Shares Outstanding 120.5M ~ 122.5M +1-2% Strong Earnings Growth

2005 Outlook Earnings Guidance Range Major Variables Low End High End Global ASM Growth < 4% Increase > 6% Increase Boeing/Airbus OE Production < 10% Increase > 14% Increase Foreign Exchange (Euro, £, C$) $ Weakens >5% From Q3 End Rates $ Stable to Stronger Vs. Q3 End Rates Pension Expense Q4 Interest Rate & Equity Market Decreases Q4 Interest Rate & Equity Market Increases New Program Investments Additional New Program Launches (A350, C Series) No New Program Launches EPS Guidance $1.60-1.80 Factors Excluded from Guidance 2005 debt retirement expenses and savings Final resolution of Rohr and Coltec tax cases Settlement of potential contractual disputes with Northrop Unanticipated large contract terminations (e.g. 717)

2005 Outlook Free Cash Flow ($M) Estimate 2004 Estimate 2005 Highlights Net Income $174-180 $195-220 Depreciation & Amortization $220-225 $230-240 - Higher CAPEX Working Capital ($130-150) ($30-60) - New programs, sales growth Income Taxes $20-30 $0 - Excludes Rohr & Coltec tax cases All Other > $60 $0 to Negative - Accrued liabilities, entry fees, pension, restructuring, Cash Flow from Operations > $320 > $360 Capital Expenditures ($140-150) ($190-210) - Cost reduction, capacity, Landing Gear recapitalization Free Cash Flow (1) > $175M > $150M Conversion (2) > 100% > 75% Investment to Support Cyclical Upturn (1) Cash Flow from Operations minus Capital Expenditures (2) Free Cash Flow/Net Income Note: See supplemental information slide for detailed calculation of Free Cash Flow and Conversion as of the dates indicated.

2005 Potential P&L Headwind Pension Expense Dependent on 4Q 2004 performance Guidance assumes up $5M pre-tax Foreign Exchange GR has unhedged exposure Guidance assumes dollar stable to slight weakening from Q3 2004 end rates Tax Legislation (Jobs Creation Act of 2004) Phase out of ETI/FSC benefit Contributes to rising effective tax rate Guidance assumes 32% rate (vs. 31% in 2004) Debt Retirement Guidance excludes further debt retirement savings & premium expense 2004 retirement generates 2005 interest savings Reasonable Assumptions Reflected in Guidance

2005 Outlook Pension Assumptions (All Plans: Qualified & Non-Qualified) 2003 Act 2004 Est 2005 Est Pension Expense 88 87 92.5 Pension Contributions 63 55 90 Pension assumptions: No smoothing of asset returns for 80% of plans Implies 2005 expense based on 12/31/04 plan assets at FMV Voluntary contributions projected equal to expense as part of return to full funding No legally required contributions for 2005 $M $88 $63 $87 $55 Actual 2003 Actual 2004 Estimate 2005 Asset Returns - U.S. 9.25% 9.0% 9.0% - U.K. 8.23% 8.5% 8.5% Discount Rate - U.S. 6.875% 6.25% 6.25% - U.K. 6.0% 5.75% 5.75% $92 ~ $90

2005 Outlook Pension Expense Sensitivity 2005 pension expense dependent on Q4 2004 results for U.S. asset returns and interest rates Impact on 2005 pension expense from different Q4 assumptions September 30, 2004 actual plan assets $2.3 billion Projected 2005 pension expense $92M so possible headwind if asset returns and rates remain low in Q4 Estimated 12/31/04 U.S. Discount Rate: Estimated 12/31/04 Plan Assets Estimated 12/31/04 Plan Assets Estimated 12/31/04 Plan Assets Estimated 12/31/04 U.S. Discount Rate: - $100M $2.3B + $100M 5.75% +$24 +$10 -$4 6.0% +$19 +$5 -$9 6.25% +$14 $0 -$14

2005 Outlook Foreign Exchange Considerations Goodrich foreign currency exposure Approx. 85-90% of sales in US dollars Approx. 70-75% of pre-tax costs in US dollars Euro, Pound and Canadian $ represent >98% of exposure Exposure increased with Aeronautical Systems acquisition due to significant European manufacturing presence Goodrich 2005 exposure Currently hedged on approximately 65% of 2005 at favorable rates vs. 2004 Unhedged portion subject to FX rate fluctuations until hedged or realized Active programs to reduce net exposure (outsourcing, contract terms) 2005 sensitivity to FX rate changes for Euro, Pound & C$ 10% move equals $0.10 EPS

2005 Outlook American Jobs Creation Act of 2004 Repeals ETI benefit for U.S. exporters: Three year phase out; transition rules complex. Replaced with domestic production activity (DPA) deduction based on U.S. manufacturing income; six year phase in. ETI benefit important to Goodrich. DPA benefit not expected to fully offset ETI loss. Contributes to projected higher 2005 effective tax rate of 32% vs. 31% in 2004. Included in 2005 guidance Remaining ETI Benefit 2005 2006 2007 Remaining ETI Benefit 80% 60% 0% DPA Deduction 2005-2006 2007-2009 2010 & Beyond DPA Deduction 3% 6% 9% ETI Deduction * 2003 2004 2005 ETI Deduction * $54M $60-65M $65-70M Preliminary Analysis Only; Still Under Review * Before new legislation phase-out

2005 Outlook Summary 6% to 8% revenue growth projected 50 to 100 basis point segment margin expansion Operational excellence and volume leverage Continuing to invest for future 20% to 35% growth in EPS from continuing operations Free cash flow conversion above 75% as Aerospace cycle improves New program investments (A380, 7E7) Working capital to support revenue growth Capital for cost reduction, capacity, landing gear Potential non-operational headwind Balancing Short-term Earnings Improvements and Long-term Value Creation

Agenda Third Quarter Summary 2003 and 2004 Outlook Initiatives/Strategies De-leveraging Strategies Other Capital Structure Considerations Investor Relations Objectives

Cash Generation/Deleveraging Focus Stretched balance sheet 4Q 2002 to acquire strategic asset (TRW-AS) Concurrent market downturn Rapid de-leveraging became priority Sold equity in 2002 Sold Avionics SBU to L3 Monetized assets CAPEX control Enhanced resource allocation metrics & priorities Continued new product developments Solid Results to Date; Reduced Net Debt Approx. $1.2 Billion or 42% $M Proforma 10/1/2002 Actual 12/31/2002 Actual 12/31/2003 Actual 9/30/2004 Net Debt 2893 2487 1836 1688 Cash 146 150 378 346 Total Debt + QUIPS $3,039 Cash $146 Net Debt + QUIPS $2,893 Total Debt + QUIPS $2,638 Total Debt + QUIPS $2,215 Total Debt $2,034 Cash $150 Net Debt + QUIPS $2,488 Cash $378 Net Debt + QUIPS $1,837 Cash $346 Net Debt $1,688 Note: See supplemental information slide for definitions of Total Debt and Net Debt and a detailed calculation of these measures as of the dates indicated.

Future De-leveraging Strategies Continued debt retirement in Q4 Retired $99M senior debt in early November $10M premium expense included in EPS guidance Utilized existing cash balances ($346M @ 9/30/04) 2005 objective to retire another $150-200M if current recovery confirmed/sustainable Positive cash flow after dividends projected for 2005 Cash balances @ normal operating levels (+- $50M) Ample liquidity available Premiums and savings excluded from guidance Potential to accelerate 2005 debt retirement Cash flow exceeds expectations Final resolution of Coltec tax case Resolution of potential contract dispute with Northrop Further portfolio pruning Debt Retirement Remains GR Priority

Other Capital Structure Considerations Objective to achieve solid investment grade rating metrics in 2005/2006 Combination of debt retirement and earnings growth Comfortable with current $0.80 dividend level 45-50% payout ratio on 2005 EPS guidance Longer term objective 30-35% payout No significant acquisitions until ratings objectives achieved Conservative Operating Philosophy Today Credit Ratings Objective BBB - S&P BBB + Baa 3 Moody's Baa 1 BBB Fitch BBB + 2.8 - 3.0X Net Debt to EBITDA 2.0-2.5X

Coltec Tax Case Favorable ruling received November 2, 2004 Government has 90 days to appeal - if Government does not appeal, or decision ultimately upheld, Goodrich entitled to the refund plus interest pursuant to agreement with Coltec Income recognition upon receipt of cash Financial Implications - as of November 3, 2004 Cash implications Tax Refund $83M Interest $46M (Taxable @ 35% Rate) Total Cash $129M Income recognition of $145M ($1.18/Share EPS) Cash Received $129M Tax on Interest ($16M) Reserve Reversal $32M Total Income $145M Excluded from 2005 EPS & Cash Flow guidance

Investor Relations Approach Frequent, clear, concise communications Industry conference participation One-on-one's/road shows Annual investor meeting Transparent financial results & disclosure GAAP reporting Conservative accounting principles Detailed disclosure Focus on stakeholder issues Strengthen balance sheet Long-term value creation GR Commitment to Transparency/Integrity and Shareholder Value

Goodrich 2004 Investor Conference Supplemental Information

Supplemental Information Debt Retirement * 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.

Supplemental Information Cash Flow (Dollars in Millions) (Dollars in Millions) 3Q 2003 2004 2004 2004 2004 2005 Outlook (Dollars in Millions) (Dollars in Millions) 3Q 2003 3Q Actual 3Q YTD Actual Estimated 4Q Full year Outlook 2005 Outlook Net Income from Continuing Operations Net Income from Continuing Operations $34 $50 $136 $38 - $44 $174 - $180 $195 - $220 Cash Flow from Operations Cash Flow from Operations $131 $110 $240 >$80 >$320 >$360 Capital Expenditures Capital Expenditures $28 $31 $82 $58 - $68 $140 - $150 $190 - $210 Calculations: Calculations: $103 $79 $158 >$17 >$175 >$150 Free Cash Flow - (Cash Flow from Operations minus Capital Expenditures) $103 $79 $158 >$17 >$175 >$150 Free Cash Flow Conversion - (Free cash flow divided by net income) 303% 158% 116% >45% >100% >75% Free Cash Flow (defined as cash flow from operations minus capital expenditures) and Conversion (defined as Free Cash Flow divided by net income) are non-GAAP financial measures that management believes are useful for investors, because they portray the company's ability to generate cash from its core businesses for such purposes as repaying debt, funding acquisitions and paying dividends. Management uses these measures internally to assess business performance and overall liquidity and uses Free Cash Flow as a component for determining incentive-based compensation. These measures should not be considered as substitutes for cash flow from operations, and do not necessarily represent amounts available for discretionary expenditures. Because not all companies calculate these measures in the same manner, the company's presentation may not be comparable to other similarly titled measures reported by other companies.