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): April 28, 2005

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

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 2 – Financial Information

Item 2.02. Results Of Operations And Financial Condition.

      On April 28, 2005, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the first quarter 2005 and updating its outlook for full year 2005. A copy of the press release is furnished as Exhibit 99.1 hereto.

      Goodrich will host a conference call for investors and security analysts to discuss the financial results and outlook at 10:00 a.m. Eastern Time on April 28, 2005. By press releases dated April 14, 2005 and April 27, 2005, 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 2005 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.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99.1  Goodrich Corporation Press Release dated April 28, 2005 titled “Goodrich Announces First Quarter 2005 Results, Increases Sales and Net Income Outlook for Full Year 2005”.

Exhibit 99.2  Goodrich Corporation written presentation dated April 28, 2005 titled “Goodrich Corporation First Quarter 2005 Results”.

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: April 28, 2005	By:	/s/ Scott E. Kuechle
		Scott E. Kuechle
		Vice President and Controller

3

EXHIBIT INDEX

Exhibit 99.1  Goodrich Corporation Press Release dated April 28, 2005 titled “Goodrich Announces First Quarter 2005 Results, Increases Sales and Net Income Outlook for Full Year 2005”.

Exhibit 99.2  Goodrich Corporation written presentation dated April 28, 2005 titled “Goodrich Corporation First Quarter 2005 Results”.

4

EX-99.1

Exhibit 99.1

News Release

Media Contacts:	Goodrich Corporation
Lisa Bottle +1 704 423 7060	Four Coliseum Centre
Gail K. Warner +1 704 423 7048	2730 West Tyvola Road
Investor Contact:	Charlotte, NC 28217-4578
Paul Gifford +1 704 423 5517	Tel: 704 423 7000
	Fax: 704 423 7127
	www.goodrich.com

Goodrich Announces First Quarter 2005 Results, Increases Sales and Net Income Outlook for Full Year 2005

•   First quarter 2005 net income per diluted share was $0.47, a 21 percent increase over first quarter 2004 results.

•   First quarter 2005 sales of $1,282 million increased 10 percent compared to first quarter 2004, reflecting sales growth in all segments and market channels.

•   Full year 2005 outlook for net income per diluted share increased from $1.60 - $1.80 to $1.80 - $1.95.

•   Full year 2005 outlook for sales increased from $5.0 - $5.1 billion to $5.1 - $5.2 billion.

CHARLOTTE, NC, April 28, 2005 - Goodrich Corporation announced results today for the first quarter 2005, and increased its sales and net income outlook for the full year 2005.

Commenting on the company’s performance, Marshall Larsen, Chairman, President and Chief Executive Officer said, “During the first quarter we experienced growth in all of our segments and market channels. Sales for commercial aerospace aftermarket products and services increased by 11 percent over the same period last year, and was the primary driver of our improved segment operating income. Based on this strong performance and improving markets for our products, we have increased our overall sales and net income outlook for the full year 2005. We now expect 2005 sales in the range of $5.1 - $5.2 billion, and to generate 2005 net income per diluted share in the range of $1.80 - $1.95.”

The company reported first quarter 2005 net income of $58 million, or $0.47 per diluted share, on sales of $1,282 million. This compares to first quarter 2004 net income of $47 million, or $0.39 per diluted share, on sales of $1,162 million. During the first quarter 2004 Goodrich recorded income from the cumulative effect of a change in accounting of $16 million, after tax, or $0.13 per diluted share. Also during the first quarter 2004 Goodrich wrote off notes and accounts receivable of $5 million, after tax, or $0.04 per diluted share, which was included in other expense for that period. There were no similar items during the first quarter of 2005.

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The increased sales and income were primarily due to increased sales for commercial aerospace aftermarket products, as well as higher sales volume in all of the company’s other market channels and reportable segments, and the favorable impact of the company’s enterprise initiatives, such as lean manufacturing and supply chain management. In the first quarter 2005, foreign currency translation had a favorable impact on sales of approximately $9 million, while translation of non-U.S. dollar net expenses had an unfavorable after-tax impact of $2 million on net income, compared to the first quarter 2004. For the first quarter 2005 the company reported an effective tax rate of 34.8 percent, compared to an effective rate of 31 percent for the first quarter 2004.

Cash flow from operations during the first quarter 2005 was $20 million, a reduction of $29 million from the same period in 2004. The primary reason for the reduction was increased working capital levels necessary to support higher sales and rising production rates for large commercial aircraft. In the quarter the company contributed $3 million to its worldwide pension plans compared to $13 million in the first quarter of 2004. Goodrich reported capital expenditures of $27 million versus $23 million in the first quarter of 2004.

The cash balance of $286 million at March 31, 2005 decreased by $12 million from the balance of $298 million at December 31, 2004.

Cash Flow Comparison
(Dollars in Millions)	First Quarter
	2005			2004
Cash Flow from Operations*	$	20		$	49
Capital Expenditures		($27	)		($23	)
*Included in cash flow from operations:
Cash outflow for facility closures and headcount reductions		($3	)		($7	)
Pension Contributions		($3	)		($13	)

Business Highlights

•   On April 19, 2005 Goodrich announced the closing of the sale of its JcAIR Test Systems business to Aeroflex Incorporated for $35 million. The sale will result in an after-tax gain of approximately $13 million, or $0.11 per diluted share, which will be reflected in discontinued operations during the second quarter 2005. When it releases second quarter 2005 results, Goodrich will reflect the results of this business as a discontinued operation for all periods presented.

•   Goodrich continued to execute its deleveraging strategy by redeeming $100 million of long-term debt on April 26, 2005. The company will record an expense in the second quarter 2005 of approximately $6 million ($4 million after tax) for premiums and other costs associated with the redemption. Goodrich expects to retire up to an additional $100 million of long-term debt during the remainder of 2005. For the full year 2005, the net impact of the early retirement of debt, including all expenses and interest savings, is expected to be an expense of approximately ($0.04) - ($0.05) per diluted share.

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•   Goodrich was selected by Airbus to provide the nacelles and thrust reversers for the new A350 aircraft. The contract is expected to generate approximately $6 billion in original equipment and aftermarket sales for Goodrich over 20 years. The A350 is due to enter service in 2010.

•   The U.S. Marine Corps approved Goodrich’s Integrated Mechanical Diagnostics Health and Usage Management System (IMD-HUMS) for Full-Rate Production on board CH-53E Super Stallion helicopters. Goodrich has received contracts to deliver and support the installation of 28 IMD-HUMS kits in 2005 and 2006. Currently the Marines have a total fleet of 147 CH-53E Super Stallion helicopters. This is the first fully integrated, multi-functional health management system to be installed on U.S. Marine helicopters. The IMD-HUMS system is already in service with the U.S. Army on its fleet of UH-60 BLACK HAWK helicopters.

2005 Outlook

The company has increased its 2005 outlook from that provided in its February 7, 2005 results press release. The full year 2005 outlook for sales has been increased from $5.0 - $5.1 billion to $5.1 - - $5.2 billion. The current outlook represents a sales increase of about 8 - 10 percent from 2004 levels. Expected margin growth in excess of the growth in sales has resulted in an increase in the outlook for diluted earnings per share (EPS) from $1.60 - $1.80 to $1.80 - $1.95, an increase of 26 - - 36 percent from 2004 diluted EPS.

This outlook includes the impact of the sale of JcAIR Test Systems and all completed and anticipated debt retirements, neither of which were included in the prior outlook. The net impact of these two items for the full year 2005 is expected to be income of approximately $0.04 - $0.05 per diluted share.

Goodrich currently expects an effective tax rate for the full year 2005 of 34 percent, compared to the 32 percent rate that was assumed in its prior outlook.

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

•   Deliveries of Airbus and Boeing large commercial aircraft are expected to increase by 10 - 15 percent annually in both 2005 and 2006, based on the announced plans by Airbus and Boeing. Goodrich sales of commercial aircraft original equipment are projected to increase by more than 15 percent in 2005, compared to 2004.

•   Capacity in the global airline system, as measured by available seat miles (ASMs), is expected to continue to grow. Goodrich sales to airlines for large commercial and regional aircraft aftermarket parts and service are expected to grow approximately 6 percent in 2005, compared to 2004, and in-line with expectations for global ASM increases.

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•   Total regional and business aircraft production is expected to be relatively flat in 2005, compared to 2004, as deliveries of business jets are expected to increase, offsetting the expected decrease in regional aircraft deliveries. Deliveries to Embraer in support of its EMBRAER 190 aircraft, which includes significant Goodrich content, are expected to enable Goodrich to increase its original equipment sales in this market channel for the full year 2005, compared to 2004.

•   Military sales (original equipment and aftermarket) are expected to increase 5 - 6 percent in 2005, compared to 2004, representing a growth rate slightly greater than global military budgets.

Goodrich continues to expect cash flow from operations, minus capital expenditures, to exceed 75 percent of net income in 2005. The company continues to expect 2005 capital expenditures to be in the range of $190 - $210 million.

The current earnings and cash flow from operations outlook for 2005 does not include resolution of the previously disclosed Rohr and Coltec tax litigation or divestitures other than the JcAIR Test Systems business.

The supplemental segment discussion and tables that follow provide more detailed information about the first quarter 2005 results.

Goodrich will hold a conference call on April 28, 2005 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 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.

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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,” “should,” “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:

•   demand for and market acceptance of new and existing products, such as the Airbus A350 and A380, the Boeing 787 Dreamliner, the Embraer 190, and the Lockheed Martin F-35 Joint Strike Fighter and F-22 Raptor;

•   the company’s ability to extend its contracts with Boeing relating to the 787 Dreamliner beyond the initial contract period;

•   potential cancellation of orders by customers;

•   successful development of products and advanced technologies;

•   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;

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

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

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

•   the actual amount of future liabilities assumed by the company pursuant to the partial settlement with Northrop Grumman related to the purchase of Aeronautical Systems;

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

•   threats and events associated with and efforts to combat terrorism, including the current situation in Iraq;

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

•   competitive product and pricing pressures;

•   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;

Page 5

•   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).

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	Dollars in millions
	1st Quarter 2005			1st Quarter 2004
Sales	$	1,282		$	1,162
Segment Operating Income	$	152		$	118
Margin %		11.8	%		10.2	%

Included below is a summary discussion of sales and operating income changes by segment:

Airframe Systems: Airframe Systems segment sales of $443 million in the first quarter 2005 increased $40 million, or 10 percent, from $403 million in the first quarter 2004. The increase was primarily due to the following:

•   Higher landing gear commercial original equipment (OE) sales volume,

•   Higher military and commercial aircraft wheel and brake sales volume,

•   Higher sales of aircraft heavy maintenance services, and

•   Favorable currency translation on non-U.S. dollar sales, primarily in actuation systems and landing gear.

Airframe Systems segment operating income of $28 million in the first quarter 2005 increased $7 million, or 32 percent, from $21 million in the first quarter 2004. The segment operating income increase was primarily due to favorable sales volume, as described above.

Engine Systems: Engine Systems segment sales of $528 million in the first quarter 2005 increased $30 million, or 6 percent, from $498 million in the first quarter 2004. The increase was primarily due to the following:

•   Higher aerostructures engine OE, U.S. military, commercial spares and maintenance, repair, and overhaul (MRO) sales volumes,

•   Higher cargo systems commercial OE sales volume,

•   Higher sales volume of turbine fuel engine components and turbomachinery products for U.S. military and regional aircraft applications and to the power generation market,

•   Higher revenues from asset management arrangements with airlines for aftermarket support from customer services, and

•   Favorable currency translation on non-U.S. dollar sales, primarily in the engine controls business.

The increase in Engine Systems segment sales was partially offset by decreased sales volume of military OE and aftermarket engine controls.

Engine Systems segment operating income of $91 million in the first quarter 2005 increased $17 million, or 22 percent, from $74 million in the first quarter 2004. Segment operating income was higher due primarily to higher sales volume, and an improved aftermarket sales mix, primarily for aerostructures products.

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The increase in Engine Systems segment operating income was partially offset by:

•   Increased aerostructures contract costs for certain U.S. military and commercial jet applications, and

•   Decreased sales volume of military OE and aftermarket engine controls.

Electronic Systems: Electronic Systems segment sales of $311 million in the first quarter 2005 increased $50 million, or 19 percent, from $261 million in the first quarter 2004. The increase was primarily due to the following:

•   Higher sales volume of regional and business jet aircraft OE and aftermarket products for aircraft interior products, de-icing and specialty systems, sensor systems and power systems businesses,

•   Higher sales volume of military OE and space sales in nearly all of the segment’s business units, and

•   Higher sales volume of commercial OE products for the aircraft interior products, sensors, fuel and utility systems, lighting systems and power systems businesses.

Electronic Systems segment operating income of $33 million in the first quarter 2005 increased $10 million, or 46 percent, from $23 million in the first quarter 2004. Segment operating income was higher due primarily to the increased sales volume described above.

The increased segment operating income was partially offset by the following:

•   An unfavorable sales mix shift from commercial and military aftermarket towards proportionately more OE sales in military, regional & business and commercial markets, and

•   Increased investments in research and development costs for new programs that have been won.

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

	Three Months
	Ended
	March 31,
	2005			2004
Sales	$	1,282.0		$	1,162.1
Operating costs and expenses:
Cost of sales		933.7			869.8
Selling and administrative costs		217.1			193.4
		1,150.8			1,063.2
Operating Income		131.2			98.9
Interest expense		(33.9	)		(37.4	)
Interest income		0.9			0.8
Other income (expense) — net		(10.1	)		(18.0	)
Income from continuing operations before income taxes		88.1			44.3
Income tax expense		(30.6	)		(13.7	)
Income From Continuing Operations		57.5			30.6
Cumulative effect of change in accounting		—			16.2
Net Income	$	57.5		$	46.8
Basic Earnings per Share:
Continuing operations	$	0.48		$	0.26
Cumulative effect of change in accounting		—			0.14
Net Income	$	0.48		$	0.40
Diluted Earnings per Share:
Continuing operations	$	0.47		$	0.26
Cumulative effect of change in accounting		—			0.13
Net Income	$	0.47		$	0.39
Dividends declared per common share	$	0.20		$	0.20
Weighted–Average Number of Shares Outstanding (in millions)
Basic		119.8			118.2
Diluted		122.1			119.9

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PRELIMINARY
GOODRICH CORPORATION
SEGMENT REPORTING
(DOLLARS IN MILLIONS)

	Three Months
	Ended
	March 31,
	2005			2004
Sales:
Airframe Systems	$	442.7		$	402.6
Engine Systems		528.1			498.5
Electronic Systems		311.2			261.0
Total Sales	$	1,282.0		$	1,162.1
Operating Income:
Airframe Systems	$	27.8		$	21.1
Engine Systems		90.5			74.4
Electronic Systems		33.4			22.9
Total Segment Operating Income		151.7			118.4
Corporate General and Administrative Costs		(20.5	)		(19.5	)
Total Operating Income	$	131.2		$	98.9
Segment Operating Income as a Percent of Sales:
Airframe Systems		6.3	%		5.2	%
Engine Systems		17.1	%		14.9	%
Electronic Systems		10.7	%		8.8	%
Total Segment Operating Income as a Percent of Sales		11.8	%		10.2	%

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PRELIMINARY
GOODRICH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(DOLLARS IN MILLIONS EXCEPT SHARE AMOUNTS)

	March 31,			December 31,
	2005			2004
Current Assets
Cash and cash equivalents	$	286.4		$	297.9
Accounts and notes receivable, less allowances for doubtful receivables ($19.5 at both March 31, 2005 and at December 31, 2004)		724.1			654.4
Inventories — net		1,226.8			1,166.8
Deferred income taxes		115.2			118.9
Prepaid expenses and other assets		97.9			118.8
Total Current Assets		2,450.4			2,356.8
Property, plant and equipment — net		1,144.8			1,165.0
Prepaid pension		261.2			275.5
Goodwill		1,299.5			1,266.3
Identifiable intangible assets — net		491.4			507.0
Deferred income taxes		44.6			44.7
Other assets		593.7			602.2
Total Assets	$	6,285.6		$	6,217.5
Current Liabilities
Short-term debt	$	—		$	1.0
Accounts payable		527.2			511.5
Accrued expenses		726.4			733.2
Income taxes payable		317.5			294.4
Deferred income taxes		22.0			22.0
Current maturities of long-term debt and capital lease obligations		2.0			2.4
Total Current Liabilities		1,595.1			1,564.5
Long-term debt and capital lease obligations		1,893.8			1,899.4
Pension obligations		765.2			761.7
Postretirement benefits other than pensions		300.7			302.7
Deferred income taxes		19.9			33.7
Other non-current liabilities		308.4			312.6
Commitments and contingent liabilities		—			—
Shareholders’ Equity
Common stock — $5 par value Authorized 200,000,000 shares; issued 134,126,676 shares at March 31, 2005 and 132,709,310 shares at December 31, 2004 (excluding 14,000,000 shares held by a wholly-owned subsidiary at each date)		670.6			663.5
Additional paid-in capital		1,115.0			1,077.9
Income retained in the business		153.0			119.5
Accumulated other comprehensive loss		(121.2	)		(103.7	)
Common stock held in treasury, at cost (13,583,339 shares at March 31, 2005 and 13,566,071 shares at December 31, 2004)		(414.9	)		(414.3	)
Total Shareholders’ Equity		1,402.5			1,342.9
Total Liabilities And Shareholders’ Equity	$	6,285.6		$	6,217.5

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

	Three Months
	Ended
	March 31,
	2005			2004
Operating Activities
Income from continuing operations	$	57.5		$	30.6
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Restructuring and consolidation:
Expenses		3.2			1.8
Payments		(3.4	)		(6.7	)
Depreciation and amortization		54.9			54.5
Stock-based compensation expense		5.3			5.1
Deferred income taxes		(28.8	)		33.9
Change in assets and liabilities, net of effects of acquisitions and dispositions of businesses:
Receivables		(101.2	)		(78.5	)
Change in receivables sold, net		24.3			(14.5	)
Inventories		(65.7	)		(5.9	)
Other current assets		33.3			(9.8	)
Accounts payable		20.6			12.3
Accrued expenses		(2.0	)		45.8
Income taxes payable		49.8			(43.3	)
Tax benefit on non-qualified options		4.5			1.6
Other non-current assets and liabilities		(32.6	)		21.6
Net Cash Provided By Operating Activities		19.7			48.5
Investing Activities
Purchases of property, plant and equipment		(27.0	)		(22.9	)
Proceeds from sale of property, plant and equipment		0.2			—
Payments made in connection with acquisitions, net of cash acquired		(8.8	)		(0.5	)
Net Cash Used By Investing Activities		(35.6	)		(23.4	)
Financing Activities
Increase (decrease) in short-term debt, net		(1.0	)		0.5
Repayment of long-term debt and capital lease obligations		(0.5	)		(65.7	)
Proceeds from issuance of common stock		34.1			13.9
Purchases of treasury stock		(0.6	)		—
Dividends		(23.8	)		(23.5	)
Distributions to minority interest holders		(2.4	)		—
Net Cash Provided (Used) By Financing Activities		5.8			(74.8	)
Discontinued Operations
Net cash provided by discontinued operations		—			—
Effect of exchange rate changes on cash and cash equivalents		(1.4	)		0.8
Net decrease in cash and cash equivalents		(11.5	)		(48.9	)
Cash and cash equivalents at beginning of year		297.9			378.4
Cash and cash equivalents at end of period	$	286.4		$	329.5

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PRELIMINARY
GOODRICH CORPORATION
SUPPLEMENTARY FINANCIAL INFORMATION
(DOLLARS IN MILLIONS)

	Three Months Ended March 31,
Preliminary Income Statement Data:	2005			2004
Non-Segment Expenses:
Net Interest Expense	$	(33.0	)	$	(36.6	)
Other Income (Expense), Net:	$	(10.1	)	$	(18.0	)
— Discontinued Retiree Health Care	$	(4.7	)	$	(5.3	)
— Other Income (Expense)	$	(5.4	)	$	(12.7	)
Preliminary Cash Flow Data:
Dividends	$	(23.8	)	$	(23.5	)
Depreciation and Amortization	$	54.9		$	54.5
— Depreciation	$	39.6		$	40.3
— Amortization	$	15.3		$	14.2

	March 31,		December 31,
Preliminary Balance Sheet Data:	2005		2004
Inventory
Preproduction and Excess-Over-Average Inventory	$	249.6	$	239.8
Short-term Debt	$	—	$	1.0
Current Maturities of Long-term Debt and Capital Lease Obligations		2.0		2.4
Long-term Debt and Capital Lease Obligations		1,893.8		1,899.4
Total Debt[1]	$	1,895.8	$	1,902.8
Cash and Cash Equivalents		286.4		297.9
Net Debt[1]	$	1,609.4	$	1,604.9

^[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.

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EX-99.2

Exhibit 99.2

Goodrich Corporation First Quarter 2005 Results April 28, 2005

Certain statements made in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's future plans, objectives and expected performance. The Company cautions readers that any such forward- looking statements are based on assumptions that the Company believes are reasonable, but are subject to a wide range of risks, and actual results may differ materially. Important factors that could cause actual results to differ include, but are not limited to: demand for and market acceptance of new and existing products, such as the Airbus A350 and A380, the Boeing 787 Dreamliner, the Embraer 190, and the Lockheed Martin F-35 Joint Strike Fighter and F-22 Raptor; 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; and other factors discussed in the Company's filings with the Securities and Exchange Commission and in the Company's April 28, 2005 First Quarter 2005 Results press release. The Company cautions you not to place undue reliance on the forward-looking statements contained in this presentation, which speak only as of the date on which such statements were made. The Company undertakes no obligation to release publicly any revisions to these forward- looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events. Forward Looking Statements

Financial and Operational Overview

Recent Significant Developments First quarter 2005 results, compared to first quarter 2004 Sales grew 10 percent, with increases in all market channels and for all reportable segments Net income per diluted share grew 21 percent, compared to first quarter 2004 results Net income per diluted share from continuing operations grew 81 percent, compared to first quarter 2004 results 2005 outlook Sales outlook increased to $5.1 - $5.2 billion, compared to prior outlook of $5.0 - $5.1 billion Net income per diluted share outlook increased to $1.80 - $1.95, compared to prior expectations of $1.60 - $1.80 Other items Sold JcAIR Test Systems for $35 million Total long-term debt reduced by $100 million on April 26, 2005 Goodrich selected by Airbus to provide nacelles and thrust reversers for the A350 aircraft U.S. Marine Corps selected IMD-HUMS for use on CH-53E Super Stallion helicopters

Quarterly Sales Trends Q4 2002 Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004 Q4 2004 Q1 2005 GR 1157 1094 1095 1064 1130 1162 1134 1167 1262 1282 Sales ($ in Millions) Solid sales growth continues 13% growth since 3Q 2003 sales trough

(Dollars in Millions, excluding EPS) 1st Qtr 2005 1st Qtr 2004 Change Sales $1,282 $1,162 10% Segment operating income $152 $118 28% - % of Sales 11.8% 10.2% +1.6% Income - Continuing Operations - Net Income $58 $58 $31 $47 88% 23% Diluted EPS - Continuing Operations - Net Income $0.47 $0.47 $0.26 $0.39 81% 21% First Quarter 2005 - Financial Summary

First Quarter 2005 Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales After-tax Income from Continuing Operations Diluted EPS First Quarter 2004 - from Continuing Operations $1,162 $31 $0.26 Increased overall volume, efficiency, mix, change in share count, other $111 $29 $0.23 Notes/Accounts receivable write-off in first quarter 2004 $5 $0.04 Increased new program development expenditures (R&D, Bid and Proposal, other) ($5) ($0.04) Foreign exchange sales and income impacts $9 ($2) ($0.02) Higher effective tax rate ($2) ($0.02) Lower net interest expense $2 $0.02 First Quarter 2005 -from Continuing Operations $1,282 $58 $0.47

First Quarter 2005 Airframe Systems Segment 1st Quarter 2005 1st Quarter 2004 Change Change Dollars in Millions 1st Quarter 2005 1st Quarter 2004 $ % Sales $443 $403 $40 10% Segment OI $28 $21 $7 32% % Sales 6.3% 5.2% N/A 1.1% Included above: Facility Closure and Headcount Reductions/Asset Impairment ($2) -- ($2) N/A Major Variances: Sales increased primarily due to: Higher landing gear commercial original equipment (OE) sales volume, Higher military and commercial aircraft wheel and brake sales volume, Higher sales of aircraft heavy maintenance services, and Favorable currency translation on non-U.S. dollar sales, primarily in actuation systems and landing gear. Segment Operating Income increased primarily due to: Favorable sales volume

A380 Actuation System Current Status Most complex and largest commercial flight control system Joint development and production by multiple Goodrich business units (Actuation Systems, Engine Control Systems, Fuel and Utility Systems, and Power Systems) Combines conventional and electro-hydraulic actuation Lighter weight, improved reliability and lower total cost Redesign/retrofit program on schedule Redesigned motor drive electronics currently in test phase Expect approved product mid-year Expect retrofit effort to be substantially completed in 2005 Evaluating potential claim against Northrop Grumman Financial impact essentially complete in 2005

First Quarter 2005 Engine Systems Segment Major Variances: Sales increased primarily due to: Higher aerostructures engine OE, U.S. military, commercial spares and maintenance, repair, and overhaul (MRO) sales volumes, Higher cargo systems commercial OE sales volume, Higher sales volume of turbine fuel engine components and turbomachinery products for U.S. military and regional aircraft applications and to the power generation market, Higher revenues from asset management arrangements with airlines for aftermarket support from customer services, and Favorable currency translation on non-U.S. dollar sales, primarily in the engine controls business. The sales increases were partially offset by decreased sales volume of military OE and aftermarket engine controls. Segment Operating Income increased primarily due to higher sales volume, and an improved aftermarket sales mix, primarily for aerostructures products. The increase in Engine Systems segment operating income was partially offset by: Increased aerostructures contract costs for certain U.S. military and commercial jet applications, and Decreased sales volume of military OE and aftermarket engine controls. 1st Quarter 2005 1st Quarter 2004 Change Change Dollars in Millions 1st Quarter 2005 1st Quarter 2004 $ % Sales $528 $498 $30 6% Segment OI $91 $74 $17 22% % Sales 17.1% 14.9% N/A +2.2% Included above: Facility Closure and Headcount Reductions/Asset Impairment -- -- N/A N/A

First Quarter 2005 Electronic Systems Segment Major Variances: Sales Higher sales volume of regional and business jet aircraft OE and aftermarket products for aircraft interior products, de-icing and specialty systems, sensor systems and power systems businesses, Higher sales volume of military OE and space sales in nearly all of the segment's business units, and Higher sales volume of commercial OE products for the aircraft interior products, sensors, fuel and utility systems, lighting systems and power systems businesses. Segment Operating Income increased proportionally with the higher sales volume described above. The increased segment operating income was partially offset by the following: An unfavorable sales mix shift from commercial and military aftermarket towards proportionately more OE sales in military, regional & business and commercial markets, and Increased investments in research and development costs for new programs that have been won. 1st Quarter 2005 1st Quarter 2004 Change Change Dollars in Millions 1st Quarter 2005 1st Quarter 2004 $ % Sales $311 $261 $50 19% Segment OI $33 $23 $10 46% % Sales 10.7% 8.8% N/A 1.9% Included above: Facility Closure and Headcount Reductions/Asset Impairment ($1) ($2) $1 N/A

Summary Cash Flow Information Item (Dollars in Millions) 1st Qtr 2005 1st Qtr 2004 Net income from continuing operations $58 $31 Depreciation and Amortization $55 $55 Working Capital - (increase)/decrease - defined as the sum of A/R, Inventory and A/P ($122) ($87) Other current assets and other non-current assets and liabilities, deferred income taxes and taxes payable $32 $63 Pension contributions ($3) ($13) Cash Flow from Operations* $20 $49 * Included in Cash Flow from Operations Cash Payments for Restructuring ($3) ($7) Capital Expenditures ($27) ($23)

Debt Retirement Progress Since Acquisition of Aeronautical Systems 10/1/02 Proforma 12/31/2002 12/31/2003 12/31/2004 3/31/2005 Net Debt 2893 2487 1836 1604.7 1609 Cash 146 150 378 298 286 $100 million debt redemption completed 4/26/05; expect to retire up to an additional $100 million of long-term debt during the balance of 2005 Note: See page 25 for definitions of Total Debt and Net Debt and a detailed calculation of these measures as of the dates indicated. Total Debt and QUIPS $3,039 Net Debt and QUIPS $2,893 Cash $146 Total Debt and QUIPS $2,215 Net Debt And QUIPS $1,837 Cash $378 Total Debt And QUIPS $2,638 Net Debt and QUIPS $2,488 Cash $150 Total Debt $1,903 Net Debt $1,605 Cash $298 Total Debt $1,896 Net Debt $1,609 Cash $286

Sales by Market Channel

Boeing Airbus Regional, Business, GA OE Commercial A/C Aftermarket Regional, Business & GA Aftmkt Heavy Maintenance Military Other East 8 16 7 25 7 4 27 6 First Quarter 2005 Sales by Market Channel Total Sales $1,282M Large Commercial Aircraft Aftermarket 25% Regional, Business & General Aviation Aftermarket 7% Boeing Commercial OE 8% Airbus Commercial OE 16% Military & Space, OE & Aftermarket 27% Other 6% Heavy A/C Maint. 4% OE AM Balanced business mix - three major market channels, each with 1Q05 growth Regional, Business & Gen. Av. OE 7% Total Commercial Aftermarket 36% Total Commercial OE 31% Total Military and Space 27%

Sales by Market Channel First Quarter 2005 Change Analysis Market Channel Primary Market Drivers Actual GR Change Comparisons Actual GR Change Comparisons Market Channel Primary Market Drivers 1st Quarter 2005 vs. 1st Quarter 2004 1st Quarter 2005 vs. 4th Quarter 2004 Military and Space - OE and Aftermarket US, UK Defense Budgets 5% (11%) Boeing and Airbus - OE Production Aircraft Deliveries 6% 7% Regional, Business & General Aviation - OE Aircraft Deliveries 26% 14% Aftermarket - Large Commercial and Regional, Business and GA ASMs, Age, Cycles, Fleet size 11% 4% Heavy Airframe Maintenance Aircraft aging, Parked Fleet 54% 54% Other Various 14% (1%) Goodrich Total Sales 10% 2%

Outlook

Expectations for Goodrich 2005 Sales Sales by Market Channel 2004 Sales Mix Average Growth Average Growth Sales by Market Channel 2004 Sales Mix 1st Quarter 2005 vs. 1st Quarter 2004 2005 Expected Change from 2004 Military and Space - OE and Aftermarket 30% 5% 5% - 6% Boeing and Airbus - OE Production 23% 6% >15% Regional, Business & General Aviation - OE 6% 26% >10% Aftermarket - Large Commercial and Regional, Business and GA 32% 11% Approx. 6% Heavy Airframe Maintenance 3% 54% >10% Other 6% 14% Approx. 10% Goodrich Total Sales $4.7B 10% 8% - 10%

2005 Outlook P&L Summary ($M) Actual 2004 Estimate 2005 B/(W) Sales $4.725B $5.1-5.2B +8 - 10% Segment Income $493 $585-615 +19 - 25% Margin % 10.4% 11.5-11.8% +1.1 - 1.4% Net Income - Continuing Operations $156 $206-225 +32 - 44% - Reported $172 $220-239 +28 - 39% EPS (Diluted) - Continuing Operations $1.30 $1.69-1.84 +30 - 42% - Reported $1.43 $1.80-1.95 +26 - 36% Shares Outstanding 120.3M ~ 122.5M ~ 2% Note: The current earnings and cash flow from operations outlook for 2005 does not include resolution of the previously disclosed Rohr and Coltec tax litigation or divestitures other than the JcAIR Test Systems business.

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 more than 90% of 2005 expected exposure Unhedged portion subject to FX rate fluctuations until hedged or realized Expect $20 - 25 million negative impact to pre-tax income, versus 2004 - included in current outlook Active programs to reduce net exposure (outsourcing, contract terms)

Goodrich - Culture Highest levels of integrity Entrepreneurial, fast moving and empowered Key functions recently aligned at enterprise level to leverage size, capabilities Experienced, stable management team Accountability Customer focus Technology leadership

Conclusion Top Quartile Aerospace Returns Operational Excellence Leverage the Enterprise Balanced Growth Push aggressive Supply Chain Management and Continuous Improvement Drive breakthrough change in product and development costs using LPD and DFSS Improve Enterprise manufacturing and engineering efficiencies Use portfolio mass and breadth to capture market share Win new program positions Pursue Military Markets and Government funding opportunities Aftermarket products and services expansion Manage investments at the portfolio level Provide Enterprise Shared Services Leverage SBU capabilities into integrated, higher level systems Simplify customer interfaces - act as "One Company" Goodrich - Strategic Imperatives

What Investors Should Expect from Goodrich in 2005 Key focus in 2005 - operational excellence and margin improvement Complete redesign effort, and substantially complete the retrofit, for A380 actuators Focused on the business "Blocking and Tackling" Cash flow Margin improvement Working capital management Cost reduction New product development Continue investing in new products and systems Continue to reduce leverage Target up to $200 million debt retirement Transparency of financial results and disclosure

Debt Retirement Reconciliation

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.