##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-892
 GOODRICH CORPORATION
 (Exact name of registrant as specified in its charter)
 New York
    
    34-0252680(State of Incorporation)
    
    (I.R.S. Employer Identification No.)Four Coliseum Centre2730 West Tyvola RoadCharlotte, North Carolina
    
    28217(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (704) 423-7000
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    27Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    54Item 4. Controls and Procedures
    
    
    54PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    55Item 1A. Risk Factors
    
    
    55Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    56Item 6. Exhibits
    
    
    57SIGNATURE
    
    
    58EXHIBIT INDEX
    
    
    59EX-15EX-31.1EX-31.2EX-32
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
       
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CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
 Three Months Ended March 31,2009
    
    
    2008(Dollars in millions,except per share amounts)Sales
    
    $
    1,695.9
    
    
    $
    1,745.0Operating costs and expenses:Cost of sales
    
    
    1,180.1
    
    
    
    1,213.4Selling and administrative costs
    
    
    248.0
    
    
    
    257.11,428.1
    
    
    
    1,470.5Operating Income
    
    
    267.8
    
    
    
    274.5Interest expense
    
    
    (28.8
    )
    
    
    (30.8
    )Interest income
    
    
    0.6
    
    
    
    3.1Other income (expense)  net
    
    
    (4.4
    )
    
    
    (9.8
    )Income from continuing operations before income taxes
    
    
    235.2
    
    
    
    237.0Income tax expense
    
    
    (61.9
    )
    
    
    (78.9
    )Income From Continuing Operations
    
    
    173.3
    
    
    
    158.1Income from discontinued operations  net of income taxes
    
    
    0.5
    
    
    
    4.3Consolidated Net Income
    
    
    173.8
    
    
    
    162.4Net income attributable to noncontrolling interests
    
    
    (4.0
    )
    
    
    (4.5
    )Net Income Attributable to Goodrich
    
    $
    169.8
    
    
    $
    157.9Amounts attributable to Goodrich:Income from continuing operations
    
    $
    169.3
    
    
    $
    153.6Income from discontinued operations  net of income taxes
    
    
    0.5
    
    
    
    4.3Net Income Attributable to Goodrich
    
    $
    169.8
    
    
    $
    157.9Earnings per common share attributable to Goodrich:Basic Earnings Per ShareContinuing operations
    
    $
    1.35
    
    
    $
    1.21Discontinued operations
    
    
    
    
    
    
    0.03Net Income Attributable to Goodrich
    
    $
    1.35
    
    
    $
    1.24Diluted Earnings Per ShareContinuing operations
    
    $
    1.35
    
    
    $
    1.20Discontinued operations
    
    
    
    
    
    
    0.03Net Income Attributable to Goodrich
    
    $
    1.35
    
    
    $
    1.23Dividends Declared Per Common Share
    
    $
    0.25
    
    
    $
    0.225
  4




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CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
 March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in millions,except share amounts)Current AssetsCash and cash equivalents
    
    $
    665.1
    
    
    $
    370.3Accounts and notes receivable, less allowances for doubtful receivables
($17.8 at March 31, 2009 and $17.2 at December 31, 2008)
    
    
    1,140.7
    
    
    
    1,048.9Inventories  net
    
    
    2,048.2
    
    
    
    1,974.7Deferred income taxes
    
    
    150.1
    
    
    
    153.5Prepaid expenses and other assets
    
    
    40.8
    
    
    
    47.2Income taxes receivable
    
    
    43.7
    
    
    
    73.7Total Current Assets
    
    
    4,088.6
    
    
    
    3,668.3Property, plant and equipment  net
    
    
    1,368.4
    
    
    
    1,391.4Prepaid pension
    
    
    0.6
    
    
    
    0.6Goodwill
    
    
    1,379.7
    
    
    
    1,390.2Identifiable intangible assets  net
    
    
    390.6
    
    
    
    402.8Deferred income taxes
    
    
    91.3
    
    
    
    92.0Other assets
    
    
    542.5
    
    
    
    537.6Total Assets
    
    $
    7,861.7
    
    
    $
    7,482.9Current LiabilitiesShort-term debt
    
    $
    35.7
    
    
    $
    37.7Accounts payable
    
    
    679.1
    
    
    
    646.4Accrued expenses
    
    
    919.9
    
    
    
    1,005.3Income taxes payable
    
    
    26.2
    
    
    
    5.6Deferred income taxes
    
    
    24.9
    
    
    
    25.0Current maturities of long-term debt and capital lease obligations
    
    
    120.7
    
    
    
    121.3Total Current Liabilities
    
    
    1,806.5
    
    
    
    1,841.3Long-term debt and capital lease obligations
    
    
    1,707.6
    
    
    
    1,410.4Pension obligations
    
    
    989.1
    
    
    
    973.9Postretirement benefits other than pensions
    
    
    304.8
    
    
    
    309.4Long-term income taxes payable
    
    
    172.3
    
    
    
    172.3Deferred income taxes
    
    
    27.7
    
    
    
    62.3Other non-current liabilities
    
    
    568.7
    
    
    
    561.1Shareholders EquityCommon stock  $5 par valueAuthorized 200,000,000 shares; issued 144,431,823 shares at
March 31, 2009 and 143,611,254 shares at December 31, 2008
(excluding 14,000,000 shares held by a wholly owned subsidiary)
    
    
    722.2
    
    
    
    718.1Additional paid-in capital
    
    
    1,542.6
    
    
    
    1,525.3Income retained in the business
    
    
    1,757.6
    
    
    
    1,619.2Accumulated other comprehensive income (loss)
    
    
    (996.2
    )
    
    
    (978.1
    )Common stock held in treasury, at cost (20,576,015 shares at
March 31, 2009 and 20,410,556 shares at December 31, 2008)
    
    
    (799.6
    )
    
    
    (793.2
    )Total Shareholders Equity
    
    
    2,226.6
    
    
    
    2,091.3Noncontrolling interests
    
    
    58.4
    
    
    
    60.9Total Equity
    
    
    2,285.0
    
    
    
    2,152.2Total Liabilities And Equity
    
    $
    7,861.7
    
    
    $
    7,482.9
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
 Three Months EndedMarch 31,2009
    
    
    2008(Dollars in millions)Operating ActivitiesNet income attributable to Goodrich
    
    $
    169.8
    
    
    $
    157.9Adjustments to reconcile net income attributable to Goodrich to net cash provided by operating activities:Income from discontinued operations
    
    
    (0.5
    )
    
    
    (4.3
    )Net income attributable to noncontrolling interests
    
    
    4.0
    
    
    
    4.5Pension and postretirement benefits:Expenses
    
    
    51.6
    
    
    
    25.7Contributions and benefit payments
    
    
    (17.7
    )
    
    
    (15.3
    )Depreciation and amortization
    
    
    60.0
    
    
    
    64.1Excess tax benefits related to share-based payment arrangements
    
    
    (0.6
    )
    
    
    (5.3
    )Share-based compensation expense
    
    
    13.4
    
    
    
    7.8Deferred income taxes
    
    
    6.2
    
    
    
    (1.0
    )Change in assets and liabilities, net of effects of acquisitions and divestitures:Receivables
    
    
    (100.1
    )
    
    
    (114.1
    )Inventories, net of pre-production and excess-over-average
    
    
    (61.2
    )
    
    
    (60.0
    )Pre-production and excess-over-average inventories
    
    
    (27.5
    )
    
    
    (29.7
    )Other current assets
    
    
    (1.8
    )
    
    
    0.6Accounts payable
    
    
    41.5
    
    
    
    130.4Accrued expenses
    
    
    (102.0
    )
    
    
    (82.8
    )Income taxes payable/receivable
    
    
    52.8
    
    
    
    98.8Other non-current assets and liabilities
    
    
    (21.3
    )
    
    
    (26.4
    )Net Cash Provided By Operating Activities
    
    
    66.6
    
    
    
    150.9Investing ActivitiesPurchases of property, plant and equipment
    
    
    (34.2
    )
    
    
    (54.4
    )Proceeds from sale of property, plant and equipment
    
    
    0.8
    
    
    
    Payments made for acquisitions, net of cash acquired
    
    
    
    
    
    
    (9.5
    )Investments in and advances to equity investees
    
    
    (0.5
    )
    
    
    Net Cash Used In Investing Activities
    
    
    (33.9
    )
    
    
    (63.9
    )Financing ActivitiesDecrease in short-term debt, net
    
    
    (1.8
    )
    
    
    (12.0
    )Proceeds (repayments) of long-term debt and capital lease obligations
    
    
    297.6
    
    
    
    (0.5
    )Proceeds from issuance of common stock
    
    
    11.5
    
    
    
    13.7Purchases of treasury stock
    
    
    (6.5
    )
    
    
    (16.8
    )Dividends paid
    
    
    (31.2
    )
    
    
    (28.5
    )Excess tax benefits related to share-based payment arrangements
    
    
    0.6
    
    
    
    5.3Distributions to noncontrolling interests
    
    
    (6.5
    )
    
    
    (5.5
    )Net Cash Provided By (Used In) Financing Activities
    
    
    263.7
    
    
    
    (44.3
    )Discontinued OperationsNet cash provided by (used in) operating activities
    
    
    0.5
    
    
    
    (2.6
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    16.0Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by discontinued operations
    
    
    0.5
    
    
    
    13.4Effect of exchange rate changes on cash and cash equivalents
    
    
    (2.1
    )
    
    
    1.1Net increase in cash and cash equivalents
    
    
    294.8
    
    
    
    57.2Cash and cash equivalents at beginning of period
    
    
    370.3
    
    
    
    406.0Cash and cash equivalents at end of period
    
    $
    665.1
    
    
    $
    463.2
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Note 1. Basis of Interim Financial Statement Preparation and Use of Estimates
    Note 2. New Accounting Standards
 Fair Value Measurements
   7




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Two-class Method of Computing Earnings Per Share
  Disclosures about Derivative Instruments and Hedging Activities
  Business Combinations and Noncontrolling Interests
   Note 3. Business Segment Information
  
    
    The Actuation and Landing Systems segment provides systems, components and related
services pertaining to aircraft taxi, take-off, flight control, landing and stopping, and
engine components, including fuel delivery systems and rotating assemblies.
    
    The Nacelles and Interior Systems segment produces products and provides maintenance,
repair and overhaul services associated with aircraft engines, including thrust reversers,
cowlings, nozzles and their components, and aircraft interior products, including slides,
seats, cargo and lighting systems.
 8




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
    
    The Electronic Systems segment produces a wide array of systems and components that
provide flight performance measurements, flight management, fuel controls, electrical
systems, and control and safety data, and reconnaissance and surveillance systems.
  Three Months EndedMarch 31,2009
    
    
    2008(Dollars in millions)Sales:Actuation and Landing Systems
    
    $
    612.7
    
    
    $
    682.1Nacelles and Interior Systems
    
    
    632.2
    
    
    
    620.5Electronic Systems
    
    
    451.0
    
    
    
    442.4$
    1,695.9
    
    
    $
    1,745.0Intersegment sales:Actuation and Landing Systems
    
    $
    6.9
    
    
    $
    8.6Nacelles and Interior Systems
    
    
    1.7
    
    
    
    4.2Electronic Systems
    
    
    6.7
    
    
    
    6.1$
    15.3
    
    
    $
    18.9Operating income:Actuation and Landing Systems
    
    $
    76.1
    
    
    $
    74.1Nacelles and Interior Systems
    
    
    148.7
    
    
    
    178.8Electronic Systems
    
    
    67.1
    
    
    
    48.9291.9
    
    
    
    301.8Corporate general and administrative expenses
    
    
    (20.0
    )
    
    
    (22.5
    )ERP implementation costs
    
    
    (4.1
    )
    
    
    (4.8
    )Total operating income
    
    $
    267.8
    
    
    $
    274.5
 Note 4. Other Income (Expense) net
  Three Months EndedMarch 31,2009
    
    
    2008(Dollars in millions)Retiree health care expenses related to previously owned businesses
    
    $
    (3.4
    )
    
    $
    (7.8
    )Expenses related to previously owned businesses
    
    
    (0.9
    )
    
    
    (2.5
    )Equity in affiliated companies
    
    
    0.3
    
    
    
    0.8Other  net
    
    
    (0.4
    )
    
    
    (0.3
    )Other income (expense)  net
    
    $
    (4.4
    )
    
    $
    (9.8
    )
 9




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Note 5. Share-Based Compensation
  Share-Based Compensation Expense
  Three Months EndedMarch 31,2009
    
    
    2008(In millions, except pershare amounts)Compensation cost before taxes
    
    $
    13.4
    
    
    $
    7.8Compensation cost after taxes
    
    $
    8.8
    
    
    $
    5.1Compensation cost per diluted share
    
    $
    0.07
    
    
    $
    0.04
 Grants
  Stock Options
    
    Restricted Stock Units
    
    Performance UnitsWeighted Average
    
    
    
    
    
    Weighted Average
    
    
    
    
    
    Weighted AverageShares
    
    Fair Value Per Share
    
    Shares
    
    Fair Value Per Share
    
    Shares
    
    Fair Value Per Share897,800
    
    $
    9.67
    
    
    
    531,650
    
    
    $
    38.37
    
    
    
    142,450
    
    
    $
    42.64
  2009
    
    2008Risk-free interest rate (%)
    
    
    1.8
    
    
    
    3.3Expected dividend yield (%)
    
    
    2.6
    
    
    
    1.3Historical volatility factor (%)
    
    
    33.3
    
    
    
    31.2Weighted-average expected life of the options (years)
    
    
    5.6
    
    
    
    5.6
 Employee Stock Purchase Plan Shares Issued
  10




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Note 6. Earnings Per Share
  Three Months EndedMarch 31,2009
    
    
    2008(In millions, except per share amounts)NumeratorNumerator for basic and diluted earnings per common share  income from
continuing operations attributable to Goodrich
    
    $
    169.3
    
    
    $
    153.6Less: dividends declared  common shares and unvested restricted
share units
    
    
    (31.4
    )
    
    
    (28.6
    )Undistributed earnings
    
    
    137.9
    
    
    
    125.0Percentage allocated to common shareholders (1)
    
    
    98.6
    %
    
    
    98.6
    %135.9
    
    
    
    123.2Add: dividends declared  common shares
    
    
    31.0
    
    
    
    28.1Numerator for basic and diluted earnings per common share
    
    $
    166.9
    
    
    $
    151.3DenominatorDenominator for basic earnings per common share  weighted-average shares
    
    
    123.8
    
    
    
    125.0Effect of dilutive securities:Stock options and employee stock purchase plan
    
    
    0.5
    
    
    
    1.4Other deferred compensation shares
    
    
    0.1
    
    
    
    0.10.6
    
    
    
    1.5Denominator for diluted earnings per common share  adjusted
weighted-average shares and assumed conversion
    
    
    124.4
    
    
    
    126.5Per common share income from continuing operationsBasic
    
    $
    1.35
    
    
    $
    1.21Diluted
    
    $
    1.35
    
    
    $
    1.20(1) Basic weighted-average common shares outstanding
    
    
    123.8
    
    
    
    125.0Basic weighted-average common shares outstanding and unvested restricted
share units expected to vest
    
    
    125.6
    
    
    
    126.8Percentage allocated to common shareholders
    
    
    98.6
    %
    
    
    98.6
    %
   11




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Note 7. Fair Value Measurements
  Level 1 
    
    quoted prices in active markets for identical assets and liabilities.Level 2 
    
    observable inputs other than quoted prices in active markets for identical assets and liabilities.Level 3 
    
    unobservable inputs in which there is little or no market data available, which require the reporting entity to
develop its own assumptions.
  Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceMarch 31,
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 31,2009
    
    Level 1
    
    Level 2
    
    Level 3
    
    2008
    
    Level 1
    
    Level 2
    
    Level 3(Dollars in millions)Cash Equivalents (1)
    
    $
    466.1
    
    
    $
    466.1
    
    
    
    
    
    
    $
    
    
    
    $
    291.5
    
    
    $
    291.5
    
    
    $
    
    
    
    $
    Derivative Financial Instruments (2)Cash Flow Hedges
    
    
    (185.8
    )
    
    
    
    
    
    
    (185.8
    )
    
    
    
    
    
    
    (156.1
    )
    
    
    
    
    
    
    (156.1
    )
    
    
    Other Forward Contracts
    
    
    0.9
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rabbi Trust Assets (3)
    
    
    33.0
    
    
    
    33.0
    
    
    
    
    
    
    
    
    
    
    
    41.9
    
    
    
    41.9
    
    
    
    
    
    
    
    
 
 (1)
    
    Because of their short maturities, the carrying value of these assets approximates fair value.(2)
    
    See Note 17, Derivatives and Hedging Activities. Estimates of the fair value of the
derivative financial instruments represent the Companys best estimates based on its valuation
models, which incorporate industry data and trends and relevant market rates and transactions.(3)
    
    Rabbi trust assets include mutual funds and cash equivalents for payment of certain
non-qualified benefits for retired, terminated and active employees. The fair value of these
assets was based on quoted market prices. 12




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Note 8. Inventories
  March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in millions)FIFO or average cost (which approximates current costs):Finished products
    
    $
    230.6
    
    
    $
    225.2In-process
    
    
    1,290.9
    
    
    
    1,253.6Raw materials and supplies
    
    
    622.7
    
    
    
    595.72,144.2
    
    
    
    2,074.5Less:Reserve to reduce certain inventories to LIFO basis
    
    
    (56.9
    )
    
    
    (56.2
    )Progress payments and advances
    
    
    (39.1
    )
    
    
    (43.6
    )Total
    
    $
    2,048.2
    
    
    $
    1,974.7
   Note 9. Goodwill
  Balance
    
    
    
    
    
    
    Foreign
    
    
    BalanceDecember 31,
    
    
    Business
    
    
    Currency
    
    
    March 31,2008
    
    
    Combinations (1)
    
    
    Translation
    
    
    2009(Dollars in millions)Actuation and Landing Systems
    
    $
    289.6
    
    
    $
    
    
    
    $
    (3.8
    )
    
    $
    285.8Nacelles and Interior Systems
    
    
    439.8
    
    
    
    
    
    
    
    (5.3
    )
    
    
    434.5Electronic Systems
    
    
    660.8
    
    
    
    (0.1
    )
    
    
    (1.3
    )
    
    
    659.4$
    1,390.2
    
    
    $
    (0.1
    )
    
    $
    (10.4
    )
    
    $
    1,379.7
 
 (1)
    
    Goodwill amounts for acquisitions prior to January 1, 2009 are preliminary and may be
adjusted when certain pre-acquisition contingencies are resolved. There were no acquisitions
subsequent to January 1, 2009. 13




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Note 10. Financing Arrangements
  
    
    The amount borrowed;
    
    The Companys public debt rating by Standard & Poors, Moodys and Fitch; and
    
    At the Companys option, rates tied to the agent banks prime rate or, for U.S. Dollar
and Great Britain Pounds Sterling borrowings, the London Interbank Offered Rate and for Euro
Dollar borrowings, the Euro Interbank Offered Rate.
     14




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Lease Commitments
    Note 11. Pensions and Postretirement Benefits Other Than Pensions
  U.S. Plans
    
    
    U.K. Plans
    
    
    Other PlansThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in millions)Service cost
    
    $
    9.5
    
    
    $
    10.3
    
    
    $
    4.3
    
    
    $
    7.2
    
    
    $
    0.9
    
    
    $
    1.2Interest cost
    
    
    42.9
    
    
    
    41.4
    
    
    
    8.3
    
    
    
    11.0
    
    
    
    1.4
    
    
    
    1.7Expected return on plan assets
    
    
    (41.8
    )
    
    
    (50.0
    )
    
    
    (9.7
    )
    
    
    (16.9
    )
    
    
    (1.1
    )
    
    
    (1.8
    )Amortization of prior service cost
    
    
    1.8
    
    
    
    1.5
    
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    Amortization of actuarial loss
    
    
    28.3
    
    
    
    11.8
    
    
    
    1.3
    
    
    
    
    
    
    
    0.3
    
    
    
    0.3Gross periodic benefit cost
    
    
    40.7
    
    
    
    15.0
    
    
    
    4.1
    
    
    
    1.1
    
    
    
    1.5
    
    
    
    1.4Settlement (gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    Net periodic benefit cost
    
    $
    40.7
    
    
    $
    15.0
    
    
    $
    4.1
    
    
    $
    1.1
    
    
    $
    1.1
    
    
    $
    1.4The following table provides the weighted-average assumptions used to determine the net periodic
benefit cost.U.S. Plans
    
    
    U.K. Plans
    
    
    Other Plans2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Discount rate
    

    6.47%
    
    

    6.30%
    
    

    5.88%
    
    

    5.50%
    
    

    6.17%
    
    

    5.28%Expected long-term rate of
return on assets
    

    8.75%
    
    

    9.00%
    
    
    8.50%
    
    

    8.50%
    
    

    8.12%
    
    

    8.24%Rate of compensation increase
    

    4.10%
    
    

    4.10%
    
    

    3.75%
    
    

    3.75%
    
    

    3.31%
    
    

    3.38%
 15




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##### Table of Contents



Post Retirement Benefits Other Than Pensions
  Three Months EndedMarch 31,2009
    
    
    2008(Dollars in millions)Service cost
    
    $
    0.4
    
    
    $
    0.5Interest cost
    
    
    5.3
    
    
    
    5.9Amortization of prior service cost
    
    
    
    
    
    
    (0.1
    )Amortization of actuarial (gain) loss
    
    
    
    
    
    
    1.9Net periodic benefit cost
    
    $
    5.7
    
    
    $
    8.2
  Three Months Ended March 31,2009
    
    2008Discount rate
    
    
    6.38
    %
    
    
    6.12
    %Healthcare trend rate
    
    7.8% in 2009 to 5% in 2015
    
    8.3% in 2008 to 5% in 2015
 Note 12. Comprehensive Income (Loss)
  Three Months EndedMarch 31,2009
    
    
    2008(Dollars in millions)Net income attributable to Goodrich
    
    $
    169.8
    
    
    $
    157.9Other comprehensive income (loss):Unrealized foreign currency translation gains (losses) during period
    
    
    (49.3
    )
    
    
    25.6Pension/OPEB liability adjustments during the period, net of tax for the three
months ended March 31, 2009 and 2008 of $30.9 and ($8.3), respectively
    
    
    51.3
    
    
    
    8.5Gain (loss) on cash flow hedges, net of tax for the three months ended March 31,
2009 and 2008 of $6.5 and $5.8, respectively
    
    
    (20.1
    )
    
    
    (11.0
    )Less: Other comprehensive income (loss) attributable to noncontrolling interests
    
    
    
    
    
    
    Total comprehensive income (loss)
    
    $
    151.7
    
    
    $
    181.0
  March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in millions)Cumulative unrealized foreign currency translation gains
    
    $
    2.3
    
    
    $
    51.6Pension/OPEB liability adjustments, net of deferred taxes of $517.8 and $486.9, respectively
    
    
    (854.2
    )
    
    
    (905.5
    )Accumulated gains (losses) on cash flow hedges, net of deferred taxes of $72.3 and $65.8,
respectively
    
    
    (144.3
    )
    
    
    (124.2
    )Total accumulated other comprehensive income (loss)
    
    $
    (996.2
    )
    
    $
    (978.1
    )
  16




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##### Table of Contents



Note 13. Noncontrolling Interests
  Three months ended
March 31,2009
    
    
    2008(Dollars in millions)Balance at January 1
    
    $
    60.9
    
    
    $
    52.5Distributions to noncontrolling interests
    
    
    (6.5
    )
    
    
    (5.5
    )Comprehensive income:Net income attributable to noncontrolling interests
    
    
    4.0
    
    
    
    4.5Other comprehensive income, net of tax
    
    
    
    
    
    
    Comprehensive income
    
    
    4.0
    
    
    
    4.5Balance at March 31
    
    $
    58.4
    
    
    $
    51.5
 Note 14. Income Taxes
   17




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Note 15. Contingencies
 General
  Environmental
    18




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##### Table of Contents



19




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##### Table of Contents



Asbestos
  Insurance Coverage
    Liabilities of Divested Businesses
 Asbestos
  20




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##### Table of Contents



Other
  Aerostructures Long-term Contracts
     
    
    Ability to recover costs incurred for change orders and claims;
    
    Costs, including material and labor costs and related escalation;
    
    Labor improvements due to the learning curve experience;
    
    Anticipated cost productivity improvements related to new manufacturing methods and
processes;
    
    Supplier pricing, including escalation where applicable, supplier claims (see Boeing 787
Contract below), and the suppliers ability to perform;
    
    The cost impact of product design changes that frequently occur during the flight test
and certification phases of a program; and
 21




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
    
    Effect of foreign currency exchange fluctuations.
   Boeing 787 Contract
    22




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##### Table of Contents



Tax
  Tax Years 2000 to 2004
  Tax Years Prior to 2000
  Coltec Industries Inc. and Subsidiaries
    
    December, 1997  July, 1999 (through
date of acquisition)Goodrich Corporation and Subsidiaries
    
    1998  1999 (including Rohr and Coltec)
   23




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##### Table of Contents



Note 16. Guarantees
  Maximum
    
    CarryingPotential
    
    Amount ofPayment
    
    LiabilityEnvironmental remediation and other indemnifications (Note 15, Contingencies)
    
    No limit
    
    $
    18.7Guarantees of residual value on leases (Note 10, Financing Arrangements)
    

    $ 24.8

    
    $
    Guarantees of JV debt and other financial instruments
    

    $ 18.6

    
    $
    
  Service and Product Warranties
   Balance at December 31, 2008
    
    $
    139.2Net provisions for warranties issued during the period
    
    
    12.6Net provisions for warranties existing at the beginning of the year
    
    
    1.7Payments
    
    
    (9.4
    )Foreign currency translation
    
    
    (2.3
    )Balance at March 31, 2009
    
    $
    141.8
 24




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##### Table of Contents



March 31,
    
    
    December 31,2009
    
    
    2008(Dollars in millions)Accrued expenses
    
    $
    70.4
    
    
    $
    66.4Other non-current liabilities
    
    
    71.4
    
    
    
    72.8Total
    
    $
    141.8
    
    
    $
    139.2
 Note 17. Derivatives and Hedging Activities
 Cash Flow Hedges
   March 31,
    
    December 31,2009
    
    2008(Dollars in millions)Prepaid expenses and other assets
    
    $
    2.1
    
    
    $
    9.8Other assets
    
    
    5.2
    
    
    
    6.2Accrued expenses
    
    
    80.0
    
    
    
    70.0Other non-current liabilities
    
    
    113.1
    
    
    
    102.1
  Three months ended
March 31,2009
    
    2008(Dollars in millions)Amount of gain/(loss) recognized in OCI, net of tax of $6.5 and $5.8,
respectively
    
    $
    (20.1
    )
    
    $
    (11.0
    )Amount of gain/(loss) reclassified from AOCI into sales
    
    $
    (24.3
    )
    
    $
    20.3
 25




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##### Table of Contents



Fair Value Hedges
  Other Forward Contracts
   26




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    OVERVIEW
  Key Market Channels for Products and Services, Growth Drivers and Industry and our Highlights
  Commercial, Regional, Business and General Aviation Airplane OE
  ä
  27




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Commercial, Regional, Business and General Aviation Airplane Aftermarket
     Defense and Space
    28




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##### Table of Contents



Long-term Sustainable Growth
  
    
    Awards for key products on important new and expected programs, including the Airbus A380
and A350 XWB, the Boeing 787 and 747-8, the Embraer 190, the Pratt & Whitney
PurePowerä PW1000G, the Dassault Falcon 7X and the Lockheed Martin F-35 Lightning II;
    
    The large installed base of commercial airplanes and our strong positions on newer, more
fuel-efficient airplanes, which should fuel sustained aftermarket strength;
    
    Balance in the large commercial airplane market, with strong sales to both Airbus and
Boeing;
    
    Aging of the existing large commercial and regional airplane fleets, which should result
in increased aftermarket support;
    
    Increased number of long-term agreements for product sales on new and existing commercial
airplanes;
    
    Increased opportunities for aftermarket growth due to airline outsourcing;
    
    Growth in global maintenance, repair and overhaul (MRO) opportunities for our systems and
components, particularly in Europe, Asia and the Middle East, where we have expanded our
capacity; and
    
    Expansion of our product offerings in support of high growth areas in the defense and
space market channel, such as helicopter products and systems and intelligence, surveillance
and reconnaissance products.
 First Quarter 2009 Sales Content by Market Channel
  Airbus Commercial OE
    
    
    17
    %Boeing Commercial OE
    
    
    8
    %Regional, Business and General Aviation Airplane OE
    
    
    8
    %Total Commercial, Regional, Business and General Aviation Airplane OE
    
    
    33
    %Large Commercial Airplane Aftermarket
    
    
    28
    %Regional, Business and General Aviation Airplane Aftermarket
    
    
    6
    %Total Commercial, Regional, Business and General Aviation Airplane Aftermarket
    
    
    34
    %Total Defense and Space
    
    
    27
    %Other
    
    
    6
    %Total
    
    
    100
    %
 29




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##### Table of Contents



Results of Operations  First Quarter 2009 as Compared to First Quarter 2008
 First Quarter
    
    
    $
    
    
    %2009
    
    
    2008
    
    
    Change
    
    
    Change(Dollars in millions, except diluted EPS)Sales
    
    $
    1,695.9
    
    
    $
    1,745.0
    
    
    $
    (49.1
    )
    
    
    2.8Segment operating income (1)
    
    $
    291.9
    
    
    $
    301.8
    
    
    $
    (9.9
    )
    
    
    3.3Corporate general and administrative costs
    
    
    (24.1
    )
    
    
    (27.3
    )
    
    
    3.2
    
    
    
    11.7Total operating income
    
    
    267.8
    
    
    
    274.5
    
    
    
    (6.7
    )
    
    
    2.4Net interest expense
    
    
    (28.2
    )
    
    
    (27.7
    )
    
    
    (0.5
    )
    
    
    1.8Other income (expense)  net
    
    
    (4.4
    )
    
    
    (9.8
    )
    
    
    5.4
    
    
    
    55.1Income from continuing operations before income taxes
    
    
    235.2
    
    
    
    237.0
    
    
    
    (1.8
    )
    
    
    0.8Income tax expense
    
    
    (61.9
    )
    
    
    (78.9
    )
    
    
    17.0
    
    
    
    21.5Income from continuing operations
    
    
    173.3
    
    
    
    158.1
    
    
    
    15.2
    
    
    
    9.6Income from discontinued operations
    
    
    0.5
    
    
    
    4.3
    
    
    
    (3.8
    )
    
    
    88.4Consolidated net income
    
    
    173.8
    
    
    
    162.4
    
    
    
    11.4
    
    
    
    7.0Net income attributable to noncontrolling interests (2)
    
    
    (4.0
    )
    
    
    (4.5
    )
    
    
    0.5
    
    
    
    11.1Net income attributable to Goodrich
    
    $
    169.8
    
    
    $
    157.9
    
    
    $
    11.9
    
    
    
    7.5Effective tax rate
    
    
    26.3
    %
    
    
    33.3
    %Diluted EPS: (3)Continuing operations
    
    $
    1.35
    
    
    $
    1.20
    
    
    $
    0.15
    
    
    
    12.5Net income attributable to Goodrich
    
    $
    1.35
    
    
    $
    1.23
    
    
    $
    0.12
    
    
    
    9.8
 
 (1)
    
    We measure each reporting segments profit based upon operating income. Accordingly, we
do not allocate net interest expense, other income (expense)  net and income taxes to our
reporting segments. The company-wide Enterprise Resource Planning (ERP) implementation
costs that were not directly associated with a specific business were not allocated to the
segments. For a reconciliation of total segment operating income to total operating income,
see Note 3, Business Segment Information to our condensed consolidated financial
statements.(2)
    
    On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 160. See
Note 2, New Accounting Standards to our condensed consolidated financial statements.(3)
    
    On January 1, 2009, we adopted Financial Accounting Standards Board Staff Position No.
EITF 03-6-1. See Note 2, New Accounting Standards to our condensed consolidated financial
statements. 30




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##### Table of Contents



Sales
  
    
    Large commercial airplane original equipment sales decreased by approximately 7%;
    
    Regional, business and general aviation airplane original equipment sales decreased by
approximately 2%; and
    
    Large commercial, regional, business and general aviation airplane aftermarket sales
decreased by approximately 8%; partially offset by
    
    Defense and space sales of both original equipment and aftermarket products and services
increased by approximately 11%.
 Segment operating income
  Corporate general and administrative costs
  Other income (expense)  net
  Income from continuing operations
  Increase (Decrease)Before
    
    
    After
    
    
    DilutedTax
    
    
    Tax
    
    
    EPS(Dollars in millions, except diluted EPS)Lower effective tax rate
    
    $
    
    
    
    $
    16.5
    
    
    $
    0.13Higher pension expense
    
    $
    (28.4
    )
    
    $
    (18.0
    )
    
    $
    (0.15
    )Changes in estimates on long-term contracts
    
    $
    (34.9
    )
    
    $
    (21.3
    )
    
    $
    (0.16
    )
 31




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##### Table of Contents



Lower effective tax rate
  Higher pension expense
  Changes in estimates on long-term contracts
  Income from discontinued operations
  2009 OUTLOOK
  2009 OutlookSales
    
    $6.9 billionDiluted EPS  Net Income
    
    $4.50 to $4.75 per shareCapital Expenditures
    
    $220 to $240 millionOperating Cash Flow minus Capital Expenditures
    
    Exceed 75% of net income
   
    
    A full-year effective tax rate of 30% to 31%; and
    
    Higher pre-tax pension expense of $103 million compared to 2008, or $0.52 per diluted
share. The higher pension expense incorporates our return on U.S. plan assets of
approximately negative 19% in 2008 and the lowering of the long-term U.S. rate of return on
assets to 8.75% for 2009 partially offset by a 2009 U.S. discount rate of approximately 6.5%
compared to a rate of 6.3% for 2008.
 32




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##### Table of Contents



Sales
  
    
    Large commercial airplane OE sales are expected to be approximately flat, based on the
latest 2009 delivery estimates by Boeing and Airbus and including any impact of the recent
2010 production rate adjustments announced by Boeing;
    
    Regional, business and general aviation airplane OE sales are expected to decrease by
slightly more than 20%;
    
    Large commercial, regional, business and general aviation airplane aftermarket sales are
expected to decrease by 5% to 8%. This outlook includes double-digit decreases in sales in
support of freighters and regional, business and general aviation airplanes. This outlook
also assumes that worldwide ASMs will decrease by approximately 5% to 8%; and
    
    Defense and space sales of both OE and aftermarket products and services are expected to
increase by approximately 8%.
 Cash Flow
  BUSINESS SEGMENT PERFORMANCE
  
    
    The Actuation and Landing Systems segment provides systems, components and related
services pertaining to aircraft taxi, take-off, flight control, landing and stopping, and
engine components, including fuel delivery systems and rotating assemblies.
    
    The Nacelles and Interior Systems segment produces products and provides maintenance,
repair and overhaul services associated with aircraft engines, including thrust reversers,
cowlings, nozzles and their components, and aircraft interior products, including slides,
seats, cargo and lighting systems.
    
    The Electronic Systems segment produces a broad array of systems and components that
provide flight performance measurements, flight management information, engine controls,
fuel controls, electrical power systems, safety data, and reconnaissance and surveillance
systems.
 33




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##### Table of Contents



First Quarter 2009 Compared with First Quarter 2008
 First Quarter
    
    
    
    
    
    
    
    
    
    
    % of SalesIncrease/
    
    
    %2009
    
    
    2008
    
    
    (Decrease)
    
    
    Change
    
    
    2009
    
    
    2008(Dollars in millions)NET CUSTOMER SALESActuation and Landing Systems
    
    $
    612.7
    
    
    $
    682.1
    
    
    $
    (69.4
    )
    
    
    10.2Nacelles and Interior Systems
    
    
    632.2
    
    
    
    620.5
    
    
    
    11.7
    
    
    
    1.9Electronic Systems
    
    
    451.0
    
    
    
    442.4
    
    
    
    8.6
    
    
    
    1.9$
    1,695.9
    
    
    $
    1,745.0
    
    
    $
    (49.1
    )
    
    
    2.8SEGMENT OPERATING INCOMEActuation and Landing Systems
    
    $
    76.1
    
    
    $
    74.1
    
    
    $
    2.0
    
    
    
    2.7
    
    
    
    12.4
    
    
    
    10.9Nacelles and Interior Systems
    
    
    148.7
    
    
    
    178.8
    
    
    
    (30.1
    )
    
    
    16.8
    
    
    
    23.5
    
    
    
    28.8Electronic Systems
    
    
    67.1
    
    
    
    48.9
    
    
    
    18.2
    
    
    
    37.2
    
    
    
    14.9
    
    
    
    11.1$
    291.9
    
    
    $
    301.8
    
    
    $
    (9.9
    )
    
    
    3.3
    
    
    
    17.2
    
    
    
    17.3
 Actuation and Landing Systems:
 
    
    Lower large commercial airplane OE sales of approximately $42 million, primarily due to
the residual impact of the Boeing machinists strike in late 2008 on our landing gear
business;
    
    Lower regional, business and general aviation airplane aftermarket sales of approximately
$21 million, primarily due to changes in estimates on certain long-term contracts in our
aircraft wheels and brakes business that were more favorable in 2008; and
    
    Lower defense and space OE and aftermarket sales of approximately $5 million, primarily
in our aircraft wheels and brakes business.
 34




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##### Table of Contents




    
    Reduced operating costs and higher pricing across all businesses, which resulted in
higher income of approximately $21 million; and
    
    Favorable foreign exchange of approximately $4 million; partially offset by
    
    Lower income of approximately $14 million related to changes in estimates for certain
long-term contracts in our wheels and brakes business that were more favorable in 2008; and
    
    Lower sales volume across most businesses resulting in lower income of approximately $9
million.
 Nacelles and Interior Systems:
 
    
    Higher large commercial airplane OE sales of approximately $21 million, primarily in our
aerostructures and interiors businesses;
    
    Higher defense and space OE and aftermarket sales of approximately $8 million, primarily
in our aerostructures business; and
    
    Higher regional, business, and general aviation airplane OE sales of approximately $4
million, primarily in our interiors business; partially offset by
    
    Lower large commercial airplane aftermarket sales of approximately $21 million, primarily
in our aerostructures and interiors businesses.
  
    
    Lower income of approximately $22 million related to changes in estimates for certain
long-term contracts at our aerostructures business that were more favorable in 2008; and
    
    Lower sales volume and unfavorable product mix, primarily in our interiors and
aerostructures businesses, which resulted in lower income of approximately $15 million;
partially offset by
    
    Favorable foreign exchange of approximately $5 million; and
    
    Favorable pricing partially offset by higher operating costs, across all of our
businesses, which resulted in higher income of approximately $2 million.
 35




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##### Table of Contents



Electronic Systems:
 
    
    Higher defense and space OE and aftermarket sales of approximately $45 million, across
all of our businesses, including sales of approximately $20 million associated with the 2008
acquisitions of TEAC Aerospace Holdings, Inc. (TEAC) and Recon/Optical, Inc. (ROI), which
occurred subsequent to the first quarter of 2008; partially offset by
    
    Lower engine controls sales of approximately $24 million which are no longer being
reported by us. Sales in 2009 will be recorded by the engine controls joint venture (JV)
with Rolls-Royce that was formed in the fourth quarter of 2008;
    
    Lower regional, business and general aviation airplane aftermarket sales of approximately
$8 million, primarily in our sensors and integrated systems and engine control and
electrical power businesses; and
    
    Lower regional, business and general aviation airplane OE sales of approximately $5
million, primarily in our engine control and electrical power business.
  
    
    Higher sales volume and favorable product mix which resulted in higher income of
approximately $16 million, primarily in our sensors and integrated systems and intelligence,
surveillance and reconnaissance businesses; and
    
    Lower manufacturing, engineering and general and administrative costs of approximately $6
million, which are recorded by the JV in 2009. We will record our portion of the JVs 2009
results in other income (expense)  net; partially offset by
    
    Higher operating costs of approximately $3 million, primarily in our intelligence,
surveillance and reconnaissance and sensors and integrated systems businesses.
 LIQUIDITY AND CAPITAL RESOURCES
  36




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##### Table of Contents




    
    We paid quarterly dividends of $0.25 per share on January 2 and April 1; and
    
    We issued $300 million in senior notes which mature on March 1, 2019.
 Cash
  Credit Facilities
  
    
    $500 million committed global revolving credit facility that expires in May 2012, of
which $457.3 million was available at March 31, 2009; and
    
    $75 million of uncommitted domestic money market facilities and $145.8 million of
uncommitted and committed foreign working capital facilities with various banks to meet
short-term borrowing requirements, of which $185.1 million was available at March 31, 2009.
 Off-Balance Sheet Arrangements
 Lease Commitments
    37




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##### Table of Contents



Derivatives
  
    
    Foreign Currency Contracts Designated as Cash Flow Hedges:At March 31, 2009, our
contracts had a notional amount of $1,976.7 million, fair value of a $185.8 million net
liability and maturity dates ranging from April 2009 to December 2013. The amount of
accumulated other comprehensive income that would be reclassified into earnings in the next
12 months is a loss of $77.9 million. During the first quarter of 2009 and 2008, we realized
net losses of $24.3 million and net gains of $20.3 million, respectively, related to
contracts that settled.
    
    Foreign Currency Contracts not Designated as Hedges:At March 31, 2009, our contracts had
a notional amount of $35.7 million and a fair value asset of $0.9 million. At December 31,
2008, there were no such contracts outstanding. During the first quarter of 2009 and 2008,
we realized a net loss of $9 million and a net gain of $8.3 million, respectively for
contracts entered into and settled during those periods.
  Contractual Obligations and Other Commercial Commitments
  CASH FLOW
  2009
    
    2008
    
    Change(Dollars in millions)Operating activities of continuing operations
    
    $
    66.6
    
    
    $
    150.9
    
    
    $
    (84.3
    )Investing activities of continuing operations
    
    $
    (33.9
    )
    
    $
    (63.9
    )
    
    $
    30.0Financing activities of continuing operations
    
    $
    263.7
    
    
    $
    (44.3
    )
    
    $
    308.0Discontinued operations
    
    $
    0.5
    
    
    $
    13.4
    
    
    $
    (12.9
    )
 38




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##### Table of Contents



Operating Activities of Continuing Operations
  Investing Activities of Continuing Operations
  Financing Activities of Continuing Operations
  Discontinued Operations
  CONTINGENCIES
 General
  Environmental
  39




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40




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Asbestos
  Insurance Coverage
    41




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Liabilities of Divested Businesses
 Asbestos
  Other
  Guarantees
  Aerostructures Long-term Contracts
   42




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
    
    Ability to recover costs incurred for change orders and claims;
    
    Costs, including material and labor costs and related escalation;
    
    Labor improvements due to the learning curve experience;
    
    Anticipated cost productivity improvements related to new manufacturing methods and
processes;
    
    Supplier pricing including escalation where applicable, supplier claims (see Boeing 787
Contract below) and the suppliers ability to perform;
    
    The cost impact of product design changes that frequently occur during the flight test
and certification phases of a program; and
    
    Effect of foreign currency exchange fluctuations.
   Boeing 787 Contract
  43




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Tax
  Tax Years 2000 to 2004
  44




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##### Table of Contents



Tax Years Prior to 2000
  Coltec Industries Inc. and Subsidiaries
    
    December, 1997  July, 1999 (through date of acquisition)Goodrich Corporation and Subsidiaries
    
    1998  1999 (including Rohr and Coltec)
   CRITICAL ACCOUNTING POLICIES
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Revenue
Recognition
 Contract Accounting-Percentage of Completion
   
    
    Escalation of future sales prices under the contracts;
    
    Ability to recover costs incurred for change orders and claims;
    
    Costs, including material and labor costs and related escalation;
    
    Labor improvements due to the learning curve experience;
    
    Anticipated cost productivity improvements related to new manufacturing methods and
processes;
    
    Supplier pricing including escalation where applicable, supplier claims and the
suppliers ability to perform;
    
    The cost impact of product design changes that frequently occur during the flight test
and certification phases of a program; and
    
    Effect of foreign currency exchange fluctuations.
 46




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Inventory
   Unbilled Receivables
  Product Maintenance Arrangements
  47




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Income Taxes
  Goodwill and Identifiable Intangible Assets
    48




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Other Assets
  
    
    Changes in market conditions that may affect product sales under the program, including
market acceptance and competition from others;
    
    Performance of subcontract suppliers and other production risks;
    
    Bankruptcy or other less significant financial difficulties of other program
participants, including the aircraft manufacturer, the OE manufacturers (OEM) and other
program suppliers or the aircraft customer; and
    
    Availability of specialized raw materials in the marketplace.
 Participation Payments
  Sales Incentives
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Flight Certification Costs
  Entry Fees
  Service and Product Warranties
  
    
    The historical performance of our products and changes in performance of newer products;
    
    The mix and volumes of products being sold; and
    
    The impact of product changes.
 50




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Share-Based Compensation
  Assumptions
 Stock Options
  2009
    
    2008Risk-free interest rate %
    
    
    1.8
    
    
    
    3.3Expected dividend yield %
    
    
    2.6
    
    
    
    1.3Historical volatility factor %
    
    
    33.3
    
    
    
    31.2Weighted-average expected life of the options (years)
    
    
    5.6
    
    
    
    5.6
  Restricted Stock Units
  Performance Units
  51




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Pension and Postretirement Benefits Other Than Pensions
  FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
   
    
    demand for and market acceptance of new and existing products, such as the Airbus A350
XWB and A380, the Boeing 787 Dreamliner, the EMBRAER 190, the Mitsubishi Regional Jet (MRJ),
the Bombardier CSeries, the Dassault Falcon 7X and the Lockheed Martin F-35 Lightning II and
F-22 Raptor;
    
    our ability to extend our commercial OE contracts beyond the initial contract periods;
    
    cancellation or delays of orders or contracts by customers or with suppliers, including
delays or cancellations associated with the Boeing 787 Dreamliner, the Airbus A380 and A350
XWB aircraft programs, and major military programs;
    
    our ability to obtain price adjustments pursuant to certain of our long-term contracts;
    
    the financial viability of key suppliers and the ability of our suppliers to perform
under existing contracts;
    
    successful development of products and advanced technologies;
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
    
    the health of the commercial aerospace industry, including the impact of bankruptcies
and/or consolidations 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 possibility of restructuring and consolidation actions;
    
    threats and events associated with and efforts to combat terrorism;
    
    the extent to which expenses relating to employee and retiree medical and pension
benefits change;
    
    competitive product and pricing pressures;
    
    our ability to recover under contractual rights of indemnification for environmental and
other claims arising out of the divestiture of our tire, vinyl and other businesses;
    
    possible assertion of claims against us on the theory that we, as the former corporate
parent of Coltec Industries Inc, bear some responsibility for the asbestos-related
liabilities of Coltec and its subsidiaries;
    
    the effect of changes in accounting policies or tax legislation;
    
    cumulative catch-up adjustments or loss contract reserves on long-term contracts
accounted for under the percentage of completion method of accounting;
    
    domestic and foreign government spending, budgetary and trade policies;
    
    economic and political changes in international markets where we compete, such as changes
in currency exchange rates, inflation, fuel prices, deflation, recession and other external
factors over which we have no control;
    
    the outcome of contingencies including completion of acquisitions, divestitures, tax
audits, litigation and environmental remediation efforts; and
    
    the impact of labor difficulties or work stoppages at our, a customers or a suppliers
facilities.
  53




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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   
 Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   54




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Changes in Internal Control
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  55




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  ISSUER PURCHASES OF EQUITY SECURITIES
 (d) Maximum Number(or ApproximateDollarValue) of Shares(c) Total Number of
    
    
    that MayShares Purchased as
    
    
    Yet Be Purchased(a) Total Number
    
    
    
    
    
    
    Part of Publicly
    
    
    Underof Shares
    
    
    (b) Average Price
    
    
    Announced Plans or
    
    
    the Plans orPeriod
    
    Purchased (1)
    
    
    Paid Per Share
    
    
    Programs (2)
    
    
    Programs (3)January 2009
    
    
    128,647
    
    
    $
    39.40
    
    
    
    February 2009
    
    
    35,188
    
    
    
    38.49
    
    
    
    March 2009
    
    
    1,624
    
    
    
    35.00
    
    
    
    Total
    
    
    165,459
    
    
    
    39.16
    
    
    
    
    
    
    $
    246 million
 
 (1)
    
    The category includes shares delivered to us by employees to pay withholding taxes due upon
vesting of a restricted unit award and to pay the exercise price of employee stock options.(2)
    
    This balance represents the number of shares that were repurchased under the Companys
repurchase program (the Program). The Program was initially announced on October 24, 2006. On
February 19, 2008, the Company announced that its Board of Directors had increased the dollar
amount of shares that could be purchased under the Program from $300 million to $600 million.
Unless terminated earlier by resolution of the Companys Board of Directors, the Program will
expire when the Company has purchased all shares authorized for repurchase. The Program does
not obligate the Company to repurchase any particular amount of common stock, and may be
suspended or discontinued at any time without notice.(3)
    
    This balance represents the value of shares that can be repurchased under the Program. 56




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Item 6. Exhibits.
  Exhibit 3.1
    
    Restated Certificate of Incorporation of Goodrich
Corporation, filed as Exhibit 3.1 to Goodrich Corporations
Quarterly Report on Form 10-Q for the quarter ended September
30, 2003 (File No. 1-892), is incorporated herein by
reference.Exhibit 3.2
    
    By-Laws of Goodrich Corporation, as amended, filed as Exhibit
10.9 to Goodrich Corporations Current Report on Form 8-K
dated December 12, 2008, is incorporated herein by reference.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K,
Goodrich Corporation hereby undertakes to furnish to the
Securities and Exchange Commission upon request, a copy of
all instruments defining the rights of holders of long-term
debt.Exhibit 15
    
    Letter Re: Unaudited Interim Financial Information.Exhibit 31.1
    
    Rule 13a-14(a)/15d-14(a) Certification.Exhibit 31.2
    
    Rule 13a-14(a)/15d-14(a) Certification.Exhibit 32
    
    Section 1350 Certifications.
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##### Table of Contents



SIGNATURE
  April 23, 2009
    GOODRICH CORPORATIONBy
    /s/ SCOTT E. KUECHLEScott E. KuechleExecutive Vice President and Chief Financial OfficerBy
    /s/ SCOTT A. COTTRILLScott A. CottrillVice President and Controller
(Principal Accounting Officer) 58




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##### Table of Contents



EXHIBIT INDEX
 Exhibit 3.1
    
    Restated Certificate of Incorporation of Goodrich
Corporation, filed as Exhibit 3.1 to Goodrich Corporations
Quarterly Report on Form 10-Q for the quarter ended September
30, 2003 (File No. 1-892), is incorporated herein by
reference.Exhibit 3.2
    
    By-Laws of Goodrich Corporation, as amended, filed as Exhibit
10.9 to Goodrich Corporations Current Report on Form 8-K
dated December 12, 2008, is incorporated herein by reference.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K,
Goodrich Corporation hereby undertakes to furnish to the
Securities and Exchange Commission upon request, a copy of
all instruments defining the rights of holders of long-term
debt.Exhibit 15
    
    Letter Re: Unaudited Interim Financial Information.*Exhibit 31.1
    
    Rule 13a-14(a)/15d-14(a) Certification.*Exhibit 31.2
    
    Rule 13a-14(a)/15d-14(a) Certification.*Exhibit 32
    
    Section 1350 Certifications.*
 
 *
    
    Submitted electronically herewith. 59