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): October 27, 2005

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

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

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

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 October 27, 2005, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the third 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 October 27, 2005. By press releases dated October 13, 2005 and October 26, 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 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 October 27, 2005 titled “Goodrich Announces 20 Percent Increase in Third Quarter 2005 Net Income per Diluted Share”.
Exhibit 99.2	Goodrich Corporation written presentation dated October 27, 2005 titled “Goodrich Corporation Third Quarter 2005 Results”.

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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: October 27, 2005	By:	/s/ Scott E. Kuechle
		Scott E. Kuechle Senior Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit 99.1	Goodrich Corporation Press Release dated October 27, 2005 titled “Goodrich Announces 20 Percent Increase in Third Quarter 2005 Net Income per Diluted Share”.
Exhibit 99.2	Goodrich Corporation written presentation dated October 27, 2005 titled “Goodrich Corporation Third Quarter 2005 Results”.

4

EX-99.1

News Release

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

Goodrich Announces 20 Percent Increase in Third Quarter 2005 Net Income per Diluted Share

• Third quarter 2005 net income per diluted share was $0.49, a 20 percent increase over third quarter 2004 net income per diluted share.

• Third quarter 2005 sales of $1,371 million increased 18 percent compared to third quarter 2004, reflecting sales growth in all segments and market channels.

• Full year 2005 outlook for sales expected to be approximately $5.3 billion, full year 2005 net income outlook remains unchanged at $2.00 — $2.10 per diluted share.

CHARLOTTE, NC, October 27, 2005 – Goodrich Corporation announced results today for the third quarter 2005, and updated its full year 2005 outlook.

Commenting on the company’s performance, Marshall Larsen, Chairman, President and Chief Executive Officer, said, “Our third quarter results represent a continuation of our strong performance in 2005. The trends in all of our major market channels continue to be very positive, and have led to excellent sales and income growth. The focus of our company is squarely on maintaining this momentum.

“As we look forward to 2006, we remain focused on operational excellence and balanced growth. We are still finalizing our outlook for 2006, which we will announce during the fourth quarter 2005. We expect that the 2006 outlook will include a double-digit increase in net income per diluted share from continuing operations, after taking into account significant increases in costs associated with pensions, foreign exchange and stock-based compensation plans,” Larsen continued.

The company reported third quarter 2005 net income of $61 million, or $0.49 per diluted share, on sales of $1,371 million. This compares to third quarter 2004 net income of $50 million, or $0.41 per diluted share, on sales of $1,162 million. The improved results were primarily due to increased sales for commercial aerospace original equipment and aftermarket products, as well

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as higher sales volume in all of the company’s other market channels. Income in the quarter was also affected by a number of additional items, including those discussed below:

• Delta and Northwest bankruptcy filings – The company recognized a charge of $2 million after-tax, or $0.02 per diluted share, associated with the Chapter 11 bankruptcy filings of Delta Air Lines and Northwest Airlines.

• Debt retirement — The company recognized a charge of $4 million after-tax ($0.03 per diluted share) for premiums and other costs associated with the redemption of $82 million of long-term debt in August 2005. During the third quarter of 2004 similar costs of about $2 million after-tax were incurred.

• Effective tax rate — For the third quarter 2005, the company reported an effective tax rate of 34.6 percent, compared to the company’s prior expectation of between 32 – 33 percent for the quarter and the full year 2005. During the quarter, the company finalized plans for dividend repatriation under the American Jobs Creation Act, and increased its plan for dividend repatriation to approximately $122 million, from approximately $100 million previously. As a result, the company recognized additional taxes in the quarter of approximately $1 million, or $0.01 per diluted share. The effective rate in the current quarter is significantly higher than the effective rate of 20 percent for the third quarter 2004. The rate for the third quarter 2004 included the impact of a favorable state tax settlement that generated approximately $6.8 million of income during the year-ago quarter.

For the first nine months of 2005, the company reported net income of $194 million, or $1.57 per diluted share, on sales of $3,999 million. During the first nine months of 2004, net income was $136 million, or $1.13 per diluted share, on sales of $3,446 million. Double-digit percentage sales growth in all of the company’s major market channels resulted in increased sales of $553 million.

Cash flow from operations during the third quarter 2005 was $88 million, a decrease of $22 million from the same period in 2004. Cash flow in the quarter included a voluntary $30 million contribution to the company’s U.S. pension plan. In total, the company contributed $33 million to its worldwide pension plans in the third quarter 2005, compared to a contribution of $9 million in the third quarter of 2004. Capital expenditures were $37 million in the third quarter of 2005 compared to $31 million in the third quarter of 2004.

The cash balance of $244 million at September 30, 2005 decreased by $7 million from the balance of $251 million at June 30, 2005.

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Cash Flow Comparison	Third Quarter						Year –to-date – First nine months
(Dollars in Millions)	2005			2004			2005			2004
Cash Flow from Operations*	$	88		$	110		$	195		$	237
Capital Expenditures	($	37	)	($	31	)	($	103	)	($	82	)
*Included in cash flow from operations:
Cash outflow for facility closures and headcount reductions	($	4	)	($	8	)	($	10	)	($	23	)
Pension Contributions	($	33	)	($	9	)	($	40	)	($	50	)

Business Highlights

• Sensors Unlimited – In September Goodrich announced that it entered into a definitive agreement to acquire Sensors Unlimited, Inc. for $60 million in cash. The transaction is expected to close on October 31, 2005. Its imaging products and technologies align with existing Goodrich positions in intelligence, surveillance and reconnaissance systems and are expected to create opportunities for additional growth in new and emerging markets.

• Debt redemption – On August 30, 2005, Goodrich completed the redemption of the $82 million balance of its 6.45 percent Notes due 2007. The company recorded a pre-tax expense in the third quarter 2005 of approximately $6 million ($4 million after-tax) for premiums and other costs associated with the redemption.

2005 Outlook

The company expects that full year 2005 sales will be approximately $5.3 billion, which represents a sales increase of about 13 percent from 2004 levels. The company continues to expect net income per diluted share to be in the range of $2.00 — $2.10, reflecting margin expansion associated with the sales growth. The outlook for net income per diluted share represents an increase of 40 — 47 percent over 2004 reported results. While the company remains confident in this range, the outlook now includes certain items of expense that were not included in the company’s prior expectations. These items are expected to reduce net income by approximately $0.08 per diluted share in the fourth quarter, and include a higher effective tax rate of 33.3 percent for the full year 2005, additional restructuring expense and the impact of the recent request by Boeing to defer product deliveries as a result of their strike.

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

• Deliveries of Airbus and Boeing large commercial aircraft are expected to increase by about 10 percent in 2005, based on the announced plans by Airbus and Boeing. Goodrich

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	sales of commercial aircraft original equipment are now projected to increase by approximately 20 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 services are now expected to grow by more than 10 percent in 2005, compared to 2004, somewhat above expectations for global ASM increases due to the continuing strong demand for aftermarket components and services.
•	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.
•	Goodrich military sales (original equipment and aftermarket) are now expected to increase 6 – 8 percent in 2005, compared to 2004, representing a growth rate slightly greater than global military budgets.

Goodrich now expects cash flow from operations, minus capital expenditures, to be approximately 75 percent of net income from continuing operations in 2005. The company expects 2005 capital expenditures to be in the range of $150 — $170 million.

The current sales, net income and cash flow from operations outlooks for 2005 do not include resolution of the previously disclosed Rohr and Coltec tax litigation, which are likely to be resolved in 2006, any further divestitures or additional acquisitions, other than Sensors Unlimited.

2006 Outlook Timing and Headwinds

Goodrich will communicate its initial 2006 outlook at, or prior to, its annual investor conference, which will be held on December 12, 2005.

It is expected that the 2006 outlook will include a double-digit increase in net income per diluted share from continuing operations, after taking into account expected significant increases in costs associated with pensions, foreign exchange and stock-based compensation plans, which are more fully discussed below:

• Pension expense – Goodrich will set the discount rate, actuarial assumptions and expected long-term rate of return for 2006 on December 31, 2005. Based on actuarial assumptions and interest rates and asset values as of September 30, 2005, Goodrich would expect to incur additional pension expense of approximately $29 million pre-tax ($18 million after-tax, or $0.14 per diluted share) during 2006, compared to 2005.

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• Foreign exchange – Goodrich is currently about 90 percent hedged for its expected 2006 foreign exchange exposure. Based on these hedges and current market conditions, it is expected that foreign currency translation related to sales and expenses denominated in currencies other than the US dollar will have an unfavorable impact of approximately $27 million pre-tax ($17 million after-tax, or $0.13 per diluted share) during 2006, compared to 2005.

• Stock-based compensation – The company implemented FAS 123, prospectively, and a new stock option and restricted stock unit program on January 1, 2004. The cost of each annual restricted stock unit grant is amortized over a five-year vesting period. Consequently, expense increases year-over-year as each new restricted stock unit grant is added and then is expected to stabilize after the fifth year (2008). Also, under the provisions of FAS 123 and FAS 123(R), beginning in 2006 Goodrich will recognize the value of stock options and restricted stock units granted to all employees who are, or who become, eligible for retirement on an accelerated basis. In total, these items are expected to result in an increase in stock based compensation expense of approximately $14 million pre-tax ($9 million after-tax, or $0.07 per diluted share) during 2006, compared to 2005.

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

Goodrich will hold a conference call on October 27, 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 global supplier of systems and services to aerospace, defense and homeland security markets. With one of the most strategically diversified portfolio of products in the industry, Goodrich serves a global customer base with significant worldwide manufacturing and service facilities. For more information visit http://www.goodrich.com.

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Forward-looking 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,” “could,” “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;

• changing priorities or reductions in the defense budgets in the U.S. and other countries, U.S. foreign policy and the level of activity in military flight operations;

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

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

• 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

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	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, tax audits, 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

	Dollars in millions						Percent Change
Total Segment Results	3rd Quarter 2005			3rd Quarter 2004			3Q05 vs. 3Q04
Sales	$	1,371		$	1,162			18	%
Segment Operating Income	$	157.4		$	131.6			20	%
Margin %		11.5	%		11.3	%		N/A

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

Airframe Systems: Airframe Systems segment sales of $475 million in the third quarter 2005 increased $76 million, or 19 percent, from $399 million in the third quarter 2004. The increase was primarily due to the following:

• Higher landing gear commercial and military OE sales volume,

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

• Higher actuation systems sales volume, and

• Higher sales volume for airframe heavy maintenance services.

Airframe Systems segment operating income of $16 million in the third quarter 2005 decreased $12 million, or 42 percent, from $28 million in the third quarter 2004. The positive impact of the higher sales volume described above was more than offset by:

• Higher operating costs,

• The impact of a one-time pre-tax benefit of $6 million for the revision of the accounting treatment of a technology development grant from a non-U.S. government entity, which occurred in the third quarter 2004, and was not repeated in the third quarter 2005,

• Unfavorable foreign currency translation, primarily in the landing gear business, and

• Higher restructuring expenses.

Engine Systems: Engine Systems segment sales of $567 million in the third quarter 2005 increased $92 million, or 20 percent, from $475 million in the third quarter 2004. The increase was primarily due to the following:

• Higher aerostructures OE sales volume for large commercial and regional aircraft, commercial spare parts and maintenance, repair and overhaul (MRO),

• Higher sales volume from military customers for aftermarket support in the customer services business,

• Higher sales volume of turbomachinery products for U.S. military and regional aircraft applications and in the power generation market, and

• Higher sales volume of engine control units for military, regional, and commercial applications.

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Engine Systems segment operating income of $104 million in the third quarter 2005 increased $39 million, or 60 percent, from $65 million in the third quarter 2004. Segment operating income was higher due primarily to:

• Higher sales volume as described above,

• Non-recurrence of an unfavorable cumulative catch-up pre-tax charge of $6.4 million in the third quarter 2004, coupled with a favorable cumulative catch-up pre-tax benefit of $0.7 million in the third quarter 2005, and

• Improved margins due to higher aftermarket sales, primarily for aerostructures products.

The increase in Engine Systems segment operating income was partially offset by higher operating costs, increased research and development costs for new programs that have already been awarded and unfavorable impacts from foreign currency translation.

Electronic Systems: Electronic Systems segment sales of $328 million in the third quarter 2005 increased $41 million, or 14 percent, from $287 million in the third quarter 2004. The increase was primarily due to the following:

• Higher sales volume of military OE sales in the optical & space systems, sensors and fuel & utility systems business units,

• Higher sales volume in the other category including products for industrial gas turbines, and in the aircraft interior products and sensors systems businesses,

• Higher sales volume of commercial aftermarket for the aircraft interior products, fuel & utility systems, and lighting businesses, and

• Higher sales volume of regional and business jet aircraft OE and aftermarket products for the aircraft interior products, and power systems businesses.

Electronic Systems segment operating income of $37 million in the third quarter 2005 decreased $2 million, or 4 percent, from $39 million in the third quarter 2004. The positive impact of the higher sales volume described above was more than offset by:

• Unfavorable sales mix shift from aftermarket towards proportionately more OE sales in military and other markets,

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

• Increases in warranty reserves in line with the higher year to date volumes, and

• Unfavorable impacts from foreign currency translation.

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

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Sales	$	1,370.5		$	1,161.5		$	3,998.7		$	3,446.0
Operating costs and expenses:
Cost of sales		1,009.9			852.9			2,930.1			2,543.7
Selling and administrative costs		225.2			200.6			667.0			593.1
		1,235.1			1,053.5			3,597.1			3,136.8
Operating Income		135.4			108.0			401.6			309.2
Interest expense		(32.3	)		(35.7	)		(99.2	)		(108.8	)
Interest income		1.2			1.0			3.1			2.3
Other income (expense) – net		(11.6	)		(10.9	)		(36.0	)		(40.6	)
Income from continuing operations before income taxes		92.7			62.4			269.5			162.1
Income tax expense		(32.1	)		(12.5	)		(89.7	)		(43.4	)
Income From Continuing Operations		60.6			49.9			179.8			118.7
Income from discontinued operations		0.2			—			14.2			0.6
Cumulative effect of change in accounting		—			—			—			16.2
Net Income	$	60.8		$	49.9		$	194.0		$	135.5
Basic Earnings per Share:
Continuing operations	$	0.50		$	0.42		$	1.49		$	1.00
Discontinued operations		—			—			0.11			0.01
Cumulative effect of change in accounting		—			—			—			0.13
Net Income	$	0.50		$	0.42		$	1.60		$	1.14
Diluted Earnings per Share:
Continuing operations	$	0.49		$	0.41		$	1.46		$	0.99
Discontinued operations		—			—			0.11			0.01
Cumulative effect of change in accounting		—			—			—			0.13
Net Income	$	0.49		$	0.41		$	1.57		$	1.13
Dividends declared per common share	$	0.20		$	0.20		$	0.60		$	0.60
Weighted — Average Number of Shares Outstanding (in millions)
Basic		122.4			118.8			121.1			118.5
Diluted		125.1			120.6			123.6			120.2

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

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Sales:
Airframe Systems	$	475.2		$	399.5		$	1,381.9		$	1,205.9
Engine Systems		567.3			474.5			1,661.2			1,422.2
Electronic Systems		328.0			287.5			955.6			817.9
Total Sales	$	1,370.5		$	1,161.5		$	3,998.7		$	3,446.0
Operating Income:
Airframe Systems	$	16.1		$	27.6		$	54.7		$	74.0
Engine Systems		104.1			65.2			303.4			209.0
Electronic Systems		37.2			38.8			107.2			92.7
Total Segment Operating Income		157.4			131.6			465.3			375.7
Corporate General and Administrative Costs		(22.0	)		(23.6	)		(63.7	)		(66.5	)
Total Operating Income	$	135.4		$	108.0		$	401.6		$	309.2
Segment Operating Income as a Percent of Sales:
Airframe Systems		3.4	%		6.9	%		4.0	%		6.1	%
Engine Systems		18.4	%		13.7	%		18.3	%		14.7	%
Electronic Systems		11.3	%		13.5	%		11.2	%		11.3	%
Total Segment Operating Income as a Percent of Sales		11.5	%		11.3	%		11.6	%		10.9	%

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

	September 30,			December 31,
	2005			2004
Current Assets
Cash and cash equivalents	$	244.0		$	297.9
Accounts and notes receivable, less allowances for doubtful receivables ($21.4 at September 30, 2005 and $19.5 at December 31, 2004)		773.6			649.3
Inventories — net		1,293.4			1,163.5
Deferred income taxes		119.7			118.9
Prepaid expenses and other assets		59.2			118.8
Assets from discontinued operations		—			17.8
Total Current Assets		2,489.9			2,366.2
Property, plant and equipment — net		1,123.6			1,164.1
Prepaid pension		256.4			275.5
Goodwill		1,280.7			1,258.5
Identifiable intangible assets — net		458.1			507.0
Deferred income taxes		44.6			44.7
Other assets		583.6			601.5
Total Assets	$	6,236.9		$	6,217.5
Current Liabilities
Short-term debt	$	—		$	1.0
Accounts payable		509.9			509.5
Accrued expenses		735.9			731.9
Income taxes payable		350.2			294.4
Deferred income taxes		22.0			22.0
Current maturities of long-term debt and capital lease obligations		1.5			2.4
Liabilities from discontinued operations		—			4.0
Total Current Liabilities		1,619.5			1,565.2
Long-term debt and capital lease obligations		1,709.1			1,899.4
Pension obligations		773.9			761.7
Postretirement benefits other than pensions		302.5			302.7
Deferred income taxes		3.9			33.7
Other non-current liabilities		336.3			311.9
Commitments and contingent liabilities		—			—
Shareholders’ Equity
Common stock — $5 par value
Authorized 200,000,000 shares; issued 136,530,818 shares at September 30, 2005 and 132,709,310 shares at December 31, 2004 (excluding 14,000,000 shares held by a wholly-owned subsidiary at each date)		682.7			663.5
Additional paid-in capital		1,191.9			1,077.9
Income retained in the business		240.5			119.5
Accumulated other comprehensive loss		(207.1	)		(103.7	)
Common stock held in treasury, at cost		(416.3	)		(414.3	)
Total Shareholders’ Equity		1,491.7			1,342.9
Total Liabilities And Shareholders’ Equity	$	6,236.9		$	6,217.5

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

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Operating Activities
Income from continuing operations	$	60.6		$	49.9		$	179.8		$	118.7
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Restructuring and consolidation:
Expenses		3.7			3.6			7.4			8.5
Payments		(3.7	)		(7.5	)		(9.5	)		(22.6	)
Asset impairments		—			0.2			—			0.2
Depreciation and amortization		57.7			54.3			169.9			164.1
Stock-based compensation expense		5.7			4.2			16.1			13.8
Loss on extinguishment of debt		3.9			3.1			9.6			3.1
Deferred income taxes		(9.5	)		(29.4	)		(34.8	)		(31.0	)
Change in assets and liabilities, net of effects of acquisitions and dispositions of businesses:
Receivables		(28.9	)		(29.4	)		(165.1	)		(74.6	)
Change in receivables sold, net		(10.0	)		—			18.8			—
Inventories		(35.5	)		(55.0	)		(147.0	)		(106.6	)
Other current assets		4.5			9.6			54.9			(2.1	)
Accounts payable		(15.0	)		6.9			14.9			13.3
Accrued expenses		42.7			62.6			19.9			109.8
Income taxes payable		18.6			34.4			78.9			41.0
Tax benefit on non-qualified options		5.5			0.7			14.3			2.9
Other non-current assets and liabilities		(12.4	)		1.5			(32.8	)		(2.0	)
Net Cash Provided By Operating Activities		87.9			109.7			195.3			236.5
Investing Activities
Purchases of property, plant and equipment		(37.0	)		(30.9	)		(103.4	)		(82.2	)
Proceeds from sale of property, plant and equipment		5.1			9.5			10.4			9.7
Payments made in connection with acquisitions, net of cash acquired		—			—			(9.3	)		(0.5	)
Net Cash Used By Investing Activities		(31.9	)		(21.4	)		(102.3	)		(73.0	)
Financing Activities
Increase (decrease) in short-term debt, net		—			(1.0	)		(1.0	)		(2.8	)
Repayment of long-term debt and capital lease obligations		(85.7	)		(79.2	)		(191.8	)		(149.2	)
Proceeds from issuance of common stock		49.9			4.7			101.2			23.0
Purchases of treasury stock		(0.5	)		—			(1.1	)		(0.2	)
Dividends		(24.3	)		(23.7	)		(72.2	)		(70.9	)
Distributions to minority interest holders		—			—			(2.4	)		—
Net Cash Used By Financing Activities		(60.6	)		(99.2	)		(167.3	)		(200.1	)
Discontinued Operations
Net cash provided by (used in) discontinued operations		(1.2	)		0.2			26.0			3.2
Effect of exchange rate changes on cash and cash equivalents		(1.5	)		—			(5.6	)		0.5
Net decrease in cash and cash equivalents		(7.3	)		(10.7	)		(53.9	)		(32.9	)
Cash and cash equivalents at beginning of period		251.3			356.2			297.9			378.4
Cash and cash equivalents at end of period	$	244.0		$	345.5		$	244.0		$	345.5

Page 13

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

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2005			2004			2005			2004
Income Statement Data:
Non-Segment Expenses:
Net Interest Expense	$	(31.1	)	$	(34.7	)	$	(96.1	)	$	(106.5	)
Other Income (Expense), Net:	$	(11.6	)	$	(10.9	)	$	(36.0	)	$	(40.6	)
- Discontinued Retiree Health Care	$	(4.1	)	$	(4.8	)	$	(12.6	)	$	(14.2	)
- Debt Redemption Premiums and Related Expenses	$	(5.6	)	$	(3.1	)	$	(11.6	)	$	(3.5	)
- Impairment of a Note Receivable	$	—		$	—		$	—		$	(7.0	)
- Other Income (Expense)	$	(1.9	)	$	(3.0	)	$	(11.8	)	$	(15.9	)
Cash Flow Data:
Dividends	$	(24.3	)	$	(23.7	)	$	(72.2	)	$	(70.9	)
Depreciation and Amortization	$	57.7		$	54.3		$	169.9		$	164.1
- Depreciation	$	37.8		$	40.0		$	119.8		$	120.1
- Amortization	$	19.9		$	14.3		$	50.1		$	44.0

	September 30,		December 31,
	2005		2004
Balance Sheet Data:
Inventory
Preproduction and Excess-Over-Average Inventory	$	270.6	$	239.8
Short-term Debt	$	—	$	1.0
Current Maturities of Long-term Debt and Capital Lease Obligations		1.5		2.4
Long-term Debt and Capital Lease Obligations		1,709.1		1,899.4
Total Debt[1]	$	1,710.6	$	1,902.8
Cash and Cash Equivalents		244.0		297.9
Net Debt[1]	$	1,466.6	$	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.

Page 14

EX-99.2

Goodrich Corporation Third Quarter 2005 Results October 27, 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 October 27, 2005 Third 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

Current Quarter Highlights Third quarter 2005 results, compared to third quarter 2004 Sales grew 18 percent, with double-digit increases in all market channels and for all reportable segments Net income per diluted share grew 20 percent 2005 outlook for sales and net income per diluted share Sales outlook of approximately $5.3 billion, net income per diluted share outlook unchanged at $2.00 - $2.10 Fourth quarter 2005 expected to have increased restructuring expense, reduced Boeing sales and income, and a higher full-year tax rate than previously expected Expected to reduce net income per diluted share by approximately $0.08, compared to previous company expectations Other items Total long-term debt reduced $82 million on August 30, 2005 Announced agreement to acquire Sensors Unlimited, Inc. for $60 million cash

Financial and Operational Overview

Quarterly Sales Trends Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004 Q4 2004 Q1 2005 Q2 2005 Q3 2005 GR 1091 1092 1061 1122 1157 1128 1162 1254 1275 1353 1371 Sales ($ in Millions) Solid sales growth continues 13% annualized growth since 3Q 2003 sales trough

(Dollars in Millions, excluding EPS) 3rd Qtr 2005 3rd Qtr 2004 Change Sales $1,371 $1,162 18% Segment operating income $157 $132 20% - % of Sales 11.5% 11.3% +0.2% Income - Net Income $61 $50 22% Diluted EPS - Net Income $0.49 $0.41 20% Third Quarter 2005 - Financial Summary

(Dollars in Millions, excluding EPS) 1st Nine Months 2005 1st Nine Months 2004 Change Sales $3,999 $3,446 16% Segment operating income $465 $376 24% - % of Sales 11.6% 10.9% +0.7% Income - Continuing Operations - Net Income $180 $194 $119 $136 51% 43% Diluted EPS - Continuing Operations - Net Income $1.46 $1.57 $0.99 $1.13 47% 39% First Nine Months 2005 - Financial Summary

Third Quarter 2005 Financial Change Analysis (Dollars in Millions) (Dollars in Millions) Item Sales After-tax Income Diluted EPS Third Quarter 2004 - Income from Continuing Operations $1,162 $50 $0.41 Increased overall volume, efficiency, mix, other $214 $30 $0.22 Debt retirement premiums and other costs ($2) ($0.01) Increased new program development expenditures (R&D, Bid and Proposal, other) ($3) ($0.02) Favorable state tax settlement in 3Q 2004, not repeated in 3Q 2005; 3Q 2004 favorable accounting treatment of a technology development grant not repeated in 3Q2005 ($8) ($0.06) Delta and Northwest bankruptcy filing ($2) ($0.02) Foreign exchange sales and income impacts ($5) ($4) ($0.03) Third Quarter 2005 - income from Continuing Operations $1,371 $61 $0.49

Third Quarter 2005 Airframe Systems Segment 3rd Quarter 2005 3rd Quarter 2004 Change Change Dollars in Millions 3rd Quarter 2005 3rd Quarter 2004 $ % Sales $475 $399 $76 19% Segment OI $16.1 $27.6 ($11.5) (42%) % Sales 3.4% 6.9% N/A -3.5% Included above: Facility Closure and Headcount Reductions/Asset Impairment ($3) -- ($3) N/A Major Variances: Sales increased primarily due to: Higher landing gear commercial and military OE sales volume, Higher large commercial, regional and military aircraft wheel and brake sales volume, Higher actuation systems sales volume, and Higher sales volume for airframe heavy maintenance services. The positive impact of the higher sales volume described above was more than offset by: Higher operating costs, The impact of a one-time pre-tax benefit of $6 million for the revision of the accounting treatment of a technology development grant from a non-U.S. government entity, which occurred in the third quarter 2004, and was not repeated in the third quarter 2005, Unfavorable foreign currency translation, primarily in the landing gear business, and Higher restructuring expenses.

Third Quarter 2005 Engine Systems Segment Major Variances: Sales increased primarily due to: Higher aerostructures OE sales volume for large commercial and regional aircraft, commercial spare parts and maintenance, repair and overhaul (MRO), Higher sales volume from military customers for aftermarket support in the customer services business, Higher sales volume of turbomachinery products for U.S. military and regional aircraft applications and in the power generation market, and Higher sales volume of engine control units for military, regional, and commercial applications. Segment operating income was higher due primarily to: Higher sales volume as described above, Non-recurrence of an unfavorable cumulative catch-up pre-tax charge of $6.4 million in the third quarter 2004, coupled with a favorable cumulative catch-up pre-tax benefit of $0.7 million in the third quarter 2005, and Improved margins due to higher aftermarket sales, primarily for aerostructures products. The increase in Engine Systems segment operating income was partially offset by higher operating costs, increased research and development costs for new programs that have already been awarded and unfavorable impacts from foreign currency translation. 3rd Quarter 2005 3rd Quarter 2004 Change Change Dollars in Millions 3rd Quarter 2005 3rd Quarter 2004 $ % Sales $567 $475 $92 20% Segment OI $104.1 $65.2 $38.9 60% % Sales 18.4% 13.7% N/A +4.7% Included above: Facility Closure and Headcount Reductions/Asset Impairment ($1) ($2) $1 N/A

Third Quarter 2005 Electronic Systems Segment Major Variances: Sales increased primarily due to: Higher sales volume of military OE sales in the optical & space systems, sensors and fuel & utility systems business units, Higher sales volume in the other category including products for industrial gas turbines, and in the aircraft interior products and sensors systems businesses, Higher sales volume of commercial aftermarket for the aircraft interior products, fuel & utility systems, and lighting businesses, and Higher sales volume of regional and business jet aircraft OE and aftermarket products for the aircraft interior products, and power systems businesses. The positive impact of the higher sales volume described above was more than offset by: Unfavorable sales mix shift from aftermarket towards proportionately more OE sales in military and other markets, Increased investments in research and development costs for new programs that have been won, Increases in warranty reserves in line with the higher year to date volumes, and Unfavorable impacts from foreign currency translation. 3rd Quarter 2005 3rd Quarter 2004 Change Change Dollars in Millions 3rd Quarter 2005 3rd Quarter 2004 $ % Sales $328 $287 $41 14% Segment OI $37.2 $38.8 ($1.6) (4%) % Sales 11.3% 13.5% N/A -2.2% Included above: Facility Closure and Headcount Reductions/Asset Impairment -- ($2) $2 N/A

Summary Cash Flow Information Item (Dollars in Millions) 3rd Qtr 2005 3rd Qtr 2004 Net income from continuing operations $61 $50 Depreciation and Amortization $58 $54 Working Capital - (increase)/decrease - defined as the sum of A/R, Inventory and A/P ($80) ($78) Other current assets, other non-current assets and liabilities, deferred income taxes and taxes payable $1 $17 Pension contributions ($33) ($9) Accrued expenses, other $81 $76 Cash Flow from Operations* $88 $110 * Included in Cash Flow from Operations - Cash Payments for Restructuring -- ($4) Capital Expenditures ($37) ($31)

Debt Retirement Progress Since Acquisition of Aeronautical Systems 10/1/02 Proforma 12/31/2002 12/31/2003 12/31/2004 3/31/2005 6/30/2005 9/30/2005 Net Debt 2893 2487 1836 1604.7 1609 1545 1466.6 Cash 146 150 378 298 286 251 244 Not compelled to redeem further debt prior to its maturity date 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 Total Debt $1,795 Net Debt $1,544 Cash $251 Total Debt $1,711 Net Debt $1,467 Cash $244

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 6 25 7 4 28 6 First Nine Months 2005 Sales by Market Channel Total Sales $3,999M Large Commercial Aircraft Aftermarket 25% Regional, Business & General Aviation Aftermarket 7% Boeing Commercial OE 8% Airbus Commercial OE 16% Military & Space, OE & Aftermarket 28% Other 6% Heavy A/C Maint. 4% OE AM Balanced business mix - three major market channels, each with strong growth Regional, Business & Gen. Av. OE 6% Total Commercial Aftermarket 36% Total Commercial OE 30% Total Military and Space 28%

Sales by Market Channel Third Quarter 2005 Change Analysis Market Channel Primary Market Drivers Actual GR Change Comparisons Actual GR Change Comparisons Actual GR Change Comparisons Market Channel Primary Market Drivers 3Q 2005 vs. 3Q 2004 3Q 2005 vs. 2Q 2005 1st 9 Mos. 2005 vs. 1st 9 Mos. 2004 Military and Space - OE and Aftermarket US, UK Defense Budgets 13% 1% 12% Boeing and Airbus - OE Production Aircraft Deliveries 23% (2%) 20% Regional, Business & General Aviation - OE Aircraft Deliveries 15% 1% 19% Aftermarket - Large Commercial and Regional, Business and GA ASMs, Age, Cycles, Fleet size 18% 6% 15% Heavy Airframe Maintenance Aircraft aging, Parked Fleet 31% (10%) 36% Other IGT, Other 26% 1% 19% Goodrich Total Sales 18% 1% 16%

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 9 Mos. 2005 vs. 1st 9 Mos. 2004 2005 Expected Change from 2004 Military and Space - OE and Aftermarket 30% 12% 6% - 8% Boeing and Airbus - OE Production 23% 20% Approx. 20% Regional, Business & General Aviation - OE 6% 19% >15% Aftermarket - Large Commercial and Regional, Business and GA 32% 15% >10% Heavy Airframe Maintenance 3% 36% >25% Other 6% 19% Approx. 15% Goodrich Total Sales $4.7B 16% Approx. 13%

2005 Outlook P&L Summary ($M) Actual 2004 Estimate 2005 B/(W) Sales $4.701B Approx. $5.3B Approx. 13% Segment Income $490 $620-640 +27 - 31% Margin % 10.4% 11.8-12.2% +1.4 - 1.8% Net Income - Continuing Operations $154 $236-248 +53 - 61% - Reported $172 $250-262 +45 - 52% EPS (Diluted) - Continuing Operations $1.28 $1.89-1.99 +48 - 55% - Reported $1.43 $2.00-2.10 +40 - 47% Shares Outstanding 120.3M ~ 125.0M ~ 4% Included in outlook: Effective tax rate 21.8% 33.3% +11.5% Pension expense - pre-tax $87 $98 ($11) Debt retirement premiums and costs - pre-tax $15 $12 ($3) 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, additional acquisitions other than Sensors Unlimited, or any further divestitures.

2006 Outlook Timing and Headwinds 2006 Outlook to be communicated at, or prior to, the company's annual investor conference on December 12, 2005. Outlook is expected to include a double-digit increase in net income per diluted share from continuing operations, after taking into account significant cost increases for 2006 compared to 2005 as follows: Pension expense - additional expenses expected of $29 million pre-tax ($18 million after-tax, $0.14 per diluted share), based on actuarial assumptions and interest rates and asset values as of September 30, 2005. Actual measurement point for Goodrich will be December 31, 2005. Foreign Exchange - translation impact on sales and expenses expected to have an unfavorable impact of approximately $27 million pre-tax ($17 million after-tax, $0.13 per diluted share). Stock-based compensation - restricted stock unit vesting and recognition of the full value of stock options and restricted stock units for employees eligible for retirement (under FAS 123(R)). Expected to result in an increase of $14 million pre-tax ($9 million after-tax, $0.07 per diluted share).

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 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 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.