##### 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, 2008
 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(State of Incorporation)
    
    34-0252680(I.R.S. Employer Identification No.)
 Four Coliseum Centre 
2730 West Tyvola Road 
Charlotte, North Carolina(Address of Principal Executive Offices)
    
    28217(Zip Code)
 Registrants telephone number, including area code: (704) 423-7000
 þ o
  þ o   o o
  o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSIGNATUREEXHIBIT INDEXExhibit 15Exhibit 31Exhibit 32    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
      /s/ Ernst & Young LLP 
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CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions, except pershare amounts)Sales
    
    $
    1,745.0
    
    
    $
    1,546.3Operating costs and expenses:Cost of sales
    
    
    1,213.4
    
    
    
    1,093.9Selling and administrative costs
    
    
    257.1
    
    
    
    254.41,470.5
    
    
    
    1,348.3Operating Income
    
    
    274.5
    
    
    
    198.0Interest expense
    
    
    (30.8
    )
    
    
    (31.6
    )Interest income
    
    
    3.1
    
    
    
    1.8Other income (expense)  net
    
    
    (14.3
    )
    
    
    (15.6
    )Income from continuing operations before income taxes
    
    
    232.5
    
    
    
    152.6Income tax expense
    
    
    (78.9
    )
    
    
    (53.4
    )Income From Continuing Operations
    
    
    153.6
    
    
    
    99.2Income from discontinued operations  net of income
taxes
    
    
    4.3
    
    
    
    0.6Net Income
    
    $
    157.9
    
    
    $
    99.8Basic Earnings Per ShareContinuing operations
    
    $
    1.23
    
    
    $
    0.79Discontinued operations
    
    
    0.03
    
    
    
    0.01Net Income
    
    $
    1.26
    
    
    $
    0.80Diluted Earnings Per ShareContinuing operations
    
    $
    1.21
    
    
    $
    0.78Discontinued operations
    
    
    0.03
    
    
    
    Net Income
    
    $
    1.24
    
    
    $
    0.78Dividends Declared Per Common Share
    
    $
    0.225
    
    
    $
    0.20
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##### Table of Contents



CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
 March 31,
    
    
    December 31,2008
    
    
    2007(Dollars in millions,except share amounts)Current AssetsCash and cash equivalents
    
    $
    463.2
    
    
    $
    406.0Accounts and notes receivable, less allowances for doubtful receivables
($18.3 at March 31, 2008 and $14.3 at December 31, 2007)
    
    
    1,123.3
    
    
    
    1,006.2Inventories  net
    
    
    1,869.8
    
    
    
    1,775.6Deferred income taxes
    
    
    180.2
    
    
    
    178.2Prepaid expenses and other assets
    
    
    107.9
    
    
    
    108.4Income taxes receivable
    
    
    35.4
    
    
    
    74.4Total Current Assets
    
    
    3,779.8
    
    
    
    3,548.8Property, plant and equipment  net
    
    
    1,400.7
    
    
    
    1,387.4Prepaid pension
    
    
    20.1
    
    
    
    16.1Goodwill
    
    
    1,377.6
    
    
    
    1,363.2Identifiable intangible assets  net
    
    
    451.2
    
    
    
    452.1Deferred income taxes
    
    
    11.1
    
    
    
    11.1Other assets
    
    
    759.0
    
    
    
    755.3Total Assets
    
    $
    7,799.5
    
    
    $
    7,534.0Current LiabilitiesShort-term debt
    
    $
    10.2
    
    
    $
    21.9Accounts payable
    
    
    723.0
    
    
    
    586.7Accrued expenses
    
    
    861.9
    
    
    
    930.8Income taxes payable
    
    
    78.7
    
    
    
    10.6Deferred income taxes
    
    
    29.7
    
    
    
    29.7Current maturities of long-term debt and capital lease obligations
    
    
    163.2
    
    
    
    162.9Total Current Liabilities
    
    
    1,866.7
    
    
    
    1,742.6Long-term debt and capital lease obligations
    
    
    1,565.3
    
    
    
    1,562.9Pension obligations
    
    
    419.2
    
    
    
    417.8Postretirement benefits other than pensions
    
    
    360.1
    
    
    
    358.9Long-term income taxes payable
    
    
    132.0
    
    
    
    146.0Deferred income taxes
    
    
    170.1
    
    
    
    170.2Other non-current liabilities
    
    
    541.8
    
    
    
    556.2Commitments and contingent liabilities
    
    
    
    
    
    
    Shareholders EquityCommon stock  $5 par valueAuthorized 200,000,000 shares; issued 143,099,468 shares at
March 31, 2008 and 142,372,162 shares at December 31, 2007
(excluding 14,000,000 shares held by a wholly owned subsidiary)
    
    
    715.5
    
    
    
    711.9Additional paid-in capital
    
    
    1,478.8
    
    
    
    1,453.1Income retained in the business
    
    
    1,184.1
    
    
    
    1,054.8Accumulated other comprehensive income
    
    
    37.5
    
    
    
    14.4Common stock held in treasury, at cost (18,024,591 shares at
March 31, 2008 and 17,761,696 shares at December 31, 2007)
    
    
    (671.6
    )
    
    
    (654.8
    )Total Shareholders Equity
    
    
    2,744.3
    
    
    
    2,579.4Total Liabilities And Shareholders Equity
    
    $
    7,799.5
    
    
    $
    7,534.0
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
 Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions)Operating ActivitiesNet income
    
    $
    157.9
    
    
    $
    99.8Adjustments to reconcile net income to net cash provided by operating activities:Income from discontinued operations
    
    
    (4.3
    )
    
    
    (0.6
    )Restructuring and consolidation:Expenses
    
    
    0.1
    
    
    
    0.2Payments
    
    
    (0.6
    )
    
    
    (0.6
    )Pension and postretirement benefits:Expenses
    
    
    25.7
    
    
    
    31.0Contributions and benefit payments
    
    
    (15.3
    )
    
    
    (18.7
    )Depreciation and amortization
    
    
    64.1
    
    
    
    59.9Excess tax benefits related to share-based compensation
    
    
    (5.3
    )
    
    
    (4.0
    )Share-based compensation expense
    
    
    7.8
    
    
    
    16.1Deferred income taxes
    
    
    (1.0
    )
    
    
    (9.0
    )Change in assets and liabilities, net of effects of acquisitions and divestitures:Receivables
    
    
    (114.1
    )
    
    
    (89.1
    )Inventories, net of pre-production and excess-over-average
    
    
    (60.0
    )
    
    
    (59.5
    )Pre-production and excess-over-average inventories
    
    
    (29.7
    )
    
    
    (32.8
    )Other current assets
    
    
    0.6
    
    
    
    4.0Accounts payable
    
    
    130.4
    
    
    
    81.2Accrued expenses
    
    
    (82.8
    )
    
    
    6.6Income taxes payable/receivable
    
    
    98.8
    
    
    
    51.4Other non-current assets and liabilities
    
    
    (21.4
    )
    
    
    (7.7
    )Net Cash Provided By Operating Activities
    
    
    150.9
    
    
    
    128.2Investing ActivitiesPurchases of property, plant and equipment
    
    
    (54.4
    )
    
    
    (36.1
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    0.1Payments made in connection with acquisitions, net of cash acquired
    
    
    (9.5
    )
    
    
    Net Cash Used In Investing Activities
    
    
    (63.9
    )
    
    
    (36.0
    )Financing ActivitiesDecrease in short-term debt, net
    
    
    (12.0
    )
    
    
    (11.8
    )Repayment of long-term debt and capital lease obligations
    
    
    (0.5
    )
    
    
    (0.4
    )Proceeds from issuance of common stock
    
    
    13.7
    
    
    
    36.8Purchases of treasury stock
    
    
    (16.8
    )
    
    
    (57.8
    )Dividends paid
    
    
    (28.5
    )
    
    
    (25.1
    )Excess tax benefits related to share-based compensation
    
    
    5.3
    
    
    
    4.0Distributions to minority interest holders
    
    
    (5.5
    )
    
    
    (1.7
    )Net Cash Used In Financing Activities
    
    
    (44.3
    )
    
    
    (56.0
    )Discontinued OperationsNet cash provided by (used in) operating activities
    
    
    (2.6
    )
    
    
    (5.4
    )Net cash provided by (used in) investing activities
    
    
    16.0
    
    
    
    (0.8
    )Net cash provided by (used in) financing activities
    
    
    
    
    
    
    Net cash provided by (used in) discontinued operations
    
    
    13.4
    
    
    
    (6.2
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    1.1
    
    
    
    0.6Net increase in cash and cash equivalents
    
    
    57.2
    
    
    
    30.6Cash and cash equivalents at beginning of period
    
    
    406.0
    
    
    
    201.3Cash and cash equivalents at end of period
    
    $
    463.2
    
    
    $
    231.9
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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
 Accounting Standards Adopted on January 1, 2008
 Fair Value Measurements
  6




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Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards
  Accounting for Postretirement Benefits Associated with Split-Dollar Life Insurance
  Accounting Standards Not Yet Adopted
 Disclosures about Derivative Instruments and Hedging Activities
  Business Combinations and Noncontrolling Interests
  7




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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.
    
    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 31,2008
    
    
    2007(Dollars in millions)SalesActuation and Landing Systems
    
    $
    682.1
    
    
    $
    567.0Nacelles and Interior Systems
    
    
    620.5
    
    
    
    546.9Electronic Systems
    
    
    442.4
    
    
    
    432.4TOTAL SALES
    
    $
    1,745.0
    
    
    $
    1,546.3Intersegment SalesActuation and Landing Systems
    
    $
    8.6
    
    
    $
    6.5Nacelles and Interior Systems
    
    
    4.2
    
    
    
    4.3Electronic Systems
    
    
    6.1
    
    
    
    9.6TOTAL INTERSEGMENT SALES
    
    $
    18.9
    
    
    $
    20.4Operating IncomeActuation and Landing Systems
    
    $
    74.1
    
    
    $
    49.4Nacelles and Interior Systems
    
    
    178.8
    
    
    
    126.0Electronic Systems
    
    
    48.9
    
    
    
    54.6301.8
    
    
    
    230.0Corporate General and Administrative Expenses
    
    
    (22.5
    )
    
    
    (28.7
    )ERP Implementation Costs
    
    
    (4.8
    )
    
    
    (3.3
    )TOTAL OPERATING INCOME
    
    $
    274.5
    
    
    $
    198.0
 8




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Note 4. Other Income (Expense) Net
  Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions)Retiree health care expenses related to previously owned businesses
    
    $
    (7.8
    )
    
    $
    (4.8
    )Expenses related to previously owned businesses
    
    
    (2.5
    )
    
    
    (5.7
    )Minority interest and equity in affiliated companies
    
    
    (3.7
    )
    
    
    (5.6
    )Other  net
    
    
    (0.3
    )
    
    
    0.5Other income (expense)  net
    
    $
    (14.3
    )
    
    $
    (15.6
    )
  Note 5. Discontinued Operations
   Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions)Sales  ATS
    
    $
    
    
    
    $
    42.2Operations  ATS net of tax of $0.3 in 2007
    
    $
    
    
    
    $
    0.6Previously discontinued operations  net of tax of $0.4 in 2008
    
    
    4.3
    
    
    
    Income from discontinued operations
    
    $
    4.3
    
    
    $
    0.6
 9




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Note 6. Earnings Per Share
  Three Months EndedMarch 31,2008
    
    
    2007(In millions, exceptper share amounts)NumeratorNumerator for basic and diluted earnings per share  income from continuing operations
    
    $
    153.6
    
    
    $
    99.2DenominatorDenominator for basic earnings per share  weighted-average shares
    
    
    125.0
    
    
    
    125.2Effect of dilutive securities:Stock options, employee stock purchase plan, restricted shares and restricted share units
    
    
    2.4
    
    
    
    2.5Other deferred compensation shares
    
    
    0.1
    
    
    
    0.12.5
    
    
    
    2.6Denominator for diluted earnings per share  adjusted weighted-average shares and
assumed conversion
    
    
    127.5
    
    
    
    127.8Per share income from continuing operationsBasic
    
    $
    1.23
    
    
    $
    0.79Diluted
    
    $
    1.21
    
    
    $
    0.78
   Note 7. Fair Value Measurements
     10




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BalanceMarch 31,2008
    
    Level 1
    
    Level 2
    
    Level 3(Dollars in millions)Cash Equivalents
    
    $
    214.6
    
    
    $
    214.6
    
    
    $
    
    
    
    $
    Derivative Financial Instruments(1)Cash Flow Hedges
    
    
    135.3
    
    
    
    
    
    
    
    135.3
    
    
    
    Fair Value Hedges
    
    
    5.1
    
    
    
    
    
    
    
    5.1
    
    
    
    Other Forward Contracts
    
    
    0.2
    
    
    
    
    
    
    
    0.2
    
    
    
    Rabbi Trust Assets (2)
    
    
    45.4
    
    
    
    45.4
    
    
    
    
    
    
    
    
 
 (1)
    
    See Note 16, Derivatives and Hedging Activities.(2)
    
    Rabbi trust assets include mutual funds and cash equivalents for payment of certain
non-qualified benefits for retired, terminated and active employees. Note 8. Inventories
  March 31,
    
    
    December 31,2008
    
    
    2007(Dollars in millions)FIFO or average cost (which approximates current
costs):Finished products
    
    $
    306.9
    
    
    $
    331.0In-process
    
    
    1,132.6
    
    
    
    1,039.0Raw materials and supplies
    
    
    506.6
    
    
    
    483.21,946.1
    
    
    
    1,853.2Less:Reserve to reduce certain inventories to LIFO basis
    
    
    (51.4
    )
    
    
    (49.5
    )Progress payments and advances
    
    
    (24.9
    )
    
    
    (28.1
    )Total
    
    $
    1,869.8
    
    
    $
    1,775.6
   11




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Note 9. Goodwill
  BusinessBalance
    
    
    Combinations
    
    
    Foreign
    
    
    BalanceDecember 31,
    
    
    Completed or
    
    
    Currency
    
    
    March 31,2007
    
    
    Finalized
    
    
    Translation
    
    
    2008(Dollars in millions)Actuation and Landing Systems
    
    $
    331.5
    
    
    $
    
    
    
    $
    3.2
    
    
    $
    334.7Nacelles and Interior Systems
    
    
    433.1
    
    
    
    2.8
    
    
    
    8.7
    
    
    
    444.6Electronic Systems
    
    
    598.6
    
    
    
    
    
    
    
    (0.3
    )
    
    
    598.3$
    1,363.2
    
    
    $
    2.8
    (1)
    
    $
    11.6
    
    
    $
    1,377.6
 
 (1)
    
    On January 18, 2008, the Company acquired Skyline Industries, Inc. (Skyline).
The amount of goodwill acquired is preliminary and will be adjusted when the
valuation of Skyline is finalized. 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.
   12




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Long-term Debt Repayments
  
    
    $119 million principal amount of the 7.5% notes; and
    
    $43 million principal amount of the 6.45% notes.
 Lease Commitments
    13




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Note 11. Pensions and Postretirement Benefits Other Than Pensions
 Pensions
  U.S. Plans
    
    
    U.K. Plans
    
    
    Other PlansThree Months Ended
    
    
    Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007(Dollars in millions)Service cost
    
    $
    10.3
    
    
    $
    11.3
    
    
    $
    7.2
    
    
    $
    7.5
    
    
    $
    1.2
    
    
    $
    1.1Interest cost
    
    
    41.4
    
    
    
    40.0
    
    
    
    11.0
    
    
    
    10.0
    
    
    
    1.7
    
    
    
    1.3Expected rate of return on plan assets
    
    
    (50.0
    )
    
    
    (48.8
    )
    
    
    (16.9
    )
    
    
    (14.8
    )
    
    
    (1.8
    )
    
    
    (1.4
    )Amortization of prior service cost
    
    
    1.5
    
    
    
    1.9
    
    
    
    (0.2
    )
    
    
    (0.3
    )
    
    
    
    
    
    
    Amortization of actuarial loss
    
    
    11.8
    
    
    
    15.6
    
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    0.3Net periodic benefit costs
    
    $
    15.0
    
    
    $
    20.0
    
    
    $
    1.1
    
    
    $
    2.4
    
    
    $
    1.4
    
    
    $
    1.3
  U.S. Plans
    
    U.K. Plans
    
    Other PlansThree Months Ended
    
    Three Months Ended
    
    Three Months EndedMarch 31,
    
    March 31,
    
    March 31,2008
    
    2007
    
    2008
    
    2007
    
    2008
    
    2007Discount rate
    
    
    6.30
    %
    
    
    5.89
    %
    
    
    5.50
    %
    
    
    5.00
    %
    
    
    5.28
    %
    
    
    4.88
    %Expected long-term return on assets
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.24
    %
    
    
    8.28
    %Rate of compensation increase
    
    
    4.10
    %
    
    
    3.86
    %
    
    
    3.75
    %
    
    
    3.50
    %
    
    
    3.38
    %
    
    
    3.36
    %
 Postretirement Benefits Other Than Pensions
  Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions)Service cost
    
    $
    0.5
    
    
    $
    0.5Interest cost
    
    
    5.9
    
    
    
    5.9Amortization of prior service cost
    
    
    (0.1
    )
    
    
    Amortization of actuarial loss
    
    
    1.9
    
    
    
    1.5Net periodic benefit costs
    
    $
    8.2
    
    
    $
    7.9
  Three Months Ended March 31,2008
    
    2007Discount rate
    
    
    6.12
    %
    
    
    5.79
    %Healthcare trend rate
    
    8.3% in 2008 to 5% in 2015
    
    9% in 2007 to 5% in 2013
 14




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Note 12. Comprehensive Income
  Three Months EndedMarch 31,2008
    
    
    2007(Dollars in millions)Comprehensive IncomeNet income
    
    $
    157.9
    
    
    $
    99.8Other comprehensive income (loss), net of tax:Unrealized foreign currency translation gains during period
    
    
    25.6
    
    
    
    11.4Pension/OPEB liability adjustments during the period,
net of tax of $8.3 and $1.7, respectively
    
    
    8.5
    
    
    
    16.6Loss on cash flow hedges, net of tax of $5.8 and $4.4, respectively
    
    
    (11.0
    )
    
    
    (8.3
    )Total
    
    $
    181.0
    
    
    $
    119.5
  March 31,
    
    
    December 31,2008
    
    
    2007(Dollars in millions)Cumulative unrealized foreign currency translation gains
    
    $
    375.2
    
    
    $
    349.6Pension/OPEB liability adjustments, net of deferred
taxes of $277.3 and $285.6, respectively
    
    
    (424.3
    )
    
    
    (432.8
    )Accumulated gains on cash flow hedges, net of deferred
taxes of $47.6 and $53.4, respectively
    
    
    86.6
    
    
    
    97.6Total accumulated other comprehensive income
    
    $
    37.5
    
    
    $
    14.4
  Note 13. Income Taxes
  15




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Note 14. Contingencies
 General
  Environmental
    16




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Asbestos
  Insurance Coverage
  17




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Liabilities of Divested Businesses
 Asbestos
   18




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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 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.
 19




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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)
  20




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Note 15. Guarantees
  Maximum
    
    CarryingPotential
    
    Amount ofPayment
    
    LiabilityEnvironmental remediation and other indemnifications (Note 14)
    
    No limit
    
    $
    22.9Residual value on leases (Note 10)
    
    $
    24.8
    
    
    $
    
 Service and Product Warranties
   Balance at December 31, 2007
    
    $
    164.3Net provisions for warranties issued during the period
    
    
    13.1Net provisions for warranties existing at the beginning of the year
    
    
    0.3Payments
    
    
    (7.4
    )Foreign currency translation
    
    
    2.2Balance at March 31, 2008
    
    $
    172.5
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##### Table of Contents



March 31, 2008
    
    
    December 31, 2007(Dollars in millions)Short-term liabilities
    
    $
    73.1
    
    
    $
    66.3Long-term liabilities
    
    
    99.4
    
    
    
    98.0Total
    
    $
    172.5
    
    
    $
    164.3
 Note 16. Derivatives and Hedging Activities
  Cash Flow Hedges
  Fair Value Hedges
  Other Forward Contracts
  22




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Note 17. Share-Based Compensation
  Share-Based Compensation Expense
  Three Months EndedMarch 31,2008
    
    
    2007(In millions, except pershare amounts)Compensation cost before taxes
    
    $
    7.8
    
    
    $
    16.1Compensation cost after taxes
    
    $
    5.1
    
    
    $
    10.1Compensation cost per diluted share
    
    $
    0.04
    
    
    $
    0.08
 Grants
  Stock Options
    
    Restricted Stock Units
    
    Performance UnitsWeighted
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    
    
    
    AverageThree months ended:
    
    Shares
    
    Fair Value
    
    Shares
    
    Fair Value
    
    Shares
    
    Fair ValueMarch 31, 2008
    
    
    917,000
    
    
    $
    21.35
    
    
    
    
    
    
    
    490,600
    
    
    $
    69.68
    
    
    
    
    
    
    
    149,800
    
    
    $
    77.12March 31, 2007
    
    
    1,346,350
    (1)
    
    $
    13.29
    
    
    
    
    
    
    
    555,900
    
    
    $
    46.08
    
    
    
    
    
    
    
    149,700
    
    
    $
    51.46
 
 (1)
    
    Included 715,000 of stock options that vested solely based upon a market condition.  2008
    
    2007Risk-free interest rate (%)
    
    
    3.3
    
    
    
    4.5Expected dividend yield (%)
    
    
    1.3
    
    
    
    1.7Historical volatility factor (%)
    
    
    31.2
    
    
    
    34.6Weighted-average expected life of the options (years)
    
    
    5.6
    
    
    
    5.5
 23




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##### Table of Contents



Note 18. Subsequent Event
  
 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
   24




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Commercial, Regional, Business and General Aviation Airplane Aftermarket
     25




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Defense and Space
    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 Dassault Falcon
7X and the Lockheed Martin F-35 Lightning II and F-22 Raptor;
    
    Growing commercial airplane fleet, 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.
 26




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First Quarter 2008 Sales Content by Market Channel
  Airbus Commercial OE
    
    
    16
    %Boeing Commercial OE
    
    
    10
    %Regional, Business and General Aviation Airplane OE
    
    
    8
    %Total Commercial, Regional, Business and General Aviation Airplane OE
    
    
    34
    %Large Commercial Airplane Aftermarket
    
    
    29
    %Regional, Business and General Aviation Airplane Aftermarket
    
    
    7
    %Total Commercial, Regional, Business and General Aviation Airplane Aftermarket
    
    
    36
    %Total Defense and Space
    
    
    24
    %Other
    
    
    6
    %Total
    
    
    100
    %
 Summary Performance First Quarter 2008 as Compared to First Quarter 2007
 First Quarter2008
    
    
    2007
    
    
    % Change(Dollars in millions, except diluted EPS)Sales
    
    $
    1,745.0
    
    
    $
    1,546.3
    
    
    
    12.9Segment operating income(1)
    
    $
    301.8
    
    
    $
    230.0
    
    
    
    31.2Percent of sales
    
    
    17.3
    %
    
    
    14.9
    %Income from continuing operations before income taxes
    
    $
    232.5
    
    
    $
    152.6
    
    
    
    52.4Income from continuing operations
    
    $
    153.6
    
    
    $
    99.2
    
    
    
    54.8Net income
    
    $
    157.9
    
    
    $
    99.8
    
    
    
    58.2Effective tax rate
    
    
    34
    %
    
    
    35
    %Diluted EPS:Continuing operations
    
    $
    1.21
    
    
    $
    0.78
    
    
    
    55.1Net income
    
    $
    1.24
    
    
    $
    0.78
    
    
    
    59.0
 
 (1)
    
    Segment operating income is total segment revenue reduced by operating expenses directly
identifiable with our business segments, excluding the indirect costs related to the
company-wide Enterprise Resource Planning (ERP) system
implementation. Segment
operating income is used by management to assess the operating performance of 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.  
    
    Large commercial airplane original equipment sales increased by approximately 13%;
    
    Regional, business and general aviation airplane original equipment sales increased by
approximately 23%;
    
    Large commercial, regional and general aviation airplane aftermarket sales increased by
approximately 10%; and
    
    Defense and space sales of both original equipment and aftermarket products and services
increased by approximately 13%.
  27




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Increase (Decrease)Before
    
    
    After
    
    
    DilutedTax
    
    
    Tax
    
    
    EPS(Dollars in millions, exceptdiluted EPS)Changes in estimates on long-term contracts
    
    $
    23.8
    
    
    $
    14.9
    
    
    $
    0.12Lower share-based compensation
    
    $
    8.3
    
    
    $
    5.0
    
    
    $
    0.04Foreign exchange rate impact, including
net monetary asset remeasurement
    
    $
    (15.5
    )
    
    $
    (9.7
    )
    
    $
    (0.07
    )
 Changes in estimates on long-term contracts
  Share-based compensation
  Foreign exchange rate impact
  2008 Outlook
  2008 Outlook
    
    2007 ActualSales
    
    $7.2 to $7.3 billion
    
    $6.4 billionDiluted EPS  Net Income
    
    $4.30 to $4.45 per share
    
    $3.78 per shareCapital Expenditures
    
    $275 to $325 million
    
    $282.6 millionOperating Cash Flow net of Capital Expenditures
    
    Exceed 75% of net income
    
    64% of net income
   28




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
    
    Large commercial airplane OE sales are expected to increase by approximately 20%;
    
    Regional, business and general aviation airplane OE sales are expected to increase
by approximately 15%;
    
    Large commercial, regional, business and general aviation airplane aftermarket
sales are expected to increase by approximately 8% to 11%; and
    
    Defense and space sales of both OE and aftermarket products and services are
expected to increase by approximately 9% to 11%, excluding potential sales resulting from
the acquisition of TEAC Aerospace Holdings, Inc. (TEAC).
 RESULTS OF OPERATIONS
 First Quarter 2008 Compared with First Quarter 2007
 First Quarter
    
    
    $2008
    
    
    2007
    
    
    Change(Dollars in millions)Sales
    
    $
    1,745.0
    
    
    $
    1,546.3
    
    
    $
    198.7Segment Operating Income
    
    $
    301.8
    
    
    $
    230.0
    
    
    $
    71.8Corporate General and Administrative Costs
    
    
    (22.5
    )
    
    
    (28.7
    )
    
    
    6.2ERP Implementation Costs
    
    
    (4.8
    )
    
    
    (3.3
    )
    
    
    (1.5
    )Total Operating Income
    
    
    274.5
    
    
    
    198.0
    
    
    
    76.5Net Interest Expense
    
    
    (27.7
    )
    
    
    (29.8
    )
    
    
    2.1Other Income (Expense)  Net
    
    
    (14.3
    )
    
    
    (15.6
    )
    
    
    1.3Income Tax Expense
    
    
    (78.9
    )
    
    
    (53.4
    )
    
    
    (25.5
    )Income from Continuing Operations
    
    
    153.6
    
    
    
    99.2
    
    
    
    54.4Income from Discontinued Operations
    
    
    4.3
    
    
    
    0.6
    
    
    
    3.7Net Income
    
    $
    157.9
    
    
    $
    99.8
    
    
    $
    58.1
   29




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
    
    Lower expenses related to previously owned businesses of approximately $3 million,
primarily for environmental litigation and remediation costs; and
    
    Higher income from equity in affiliated companies of approximately $2 million;
partially offset by
    
    Higher retiree health care expenses related to previously owned businesses of
approximately $3 million.
  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.
  30




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First Quarter 2008 Compared with First Quarter 2007
 First Quarter
    
    
    Increase/
    
    
    %
    
    
    % of Sales2008
    
    
    2007
    
    
    (Decrease)
    
    
    Change
    
    
    2008
    
    
    2007NET CUSTOMER SALESActuation and Landing Systems
    
    $
    682.1
    
    
    $
    567.0
    
    
    $
    115.1
    
    
    
    20.3Nacelles and Interior Systems
    
    
    620.5
    
    
    
    546.9
    
    
    
    73.6
    
    
    
    13.5Electronic Systems
    
    
    442.4
    
    
    
    432.4
    
    
    
    10.0
    
    
    
    2.3$
    1,745.0
    
    
    $
    1,546.3
    
    
    $
    198.7
    
    
    
    12.9SEGMENT OPERATING INCOMEActuation and Landing Systems
    
    $
    74.1
    
    
    $
    49.4
    
    
    $
    24.7
    
    
    
    50.0
    
    
    
    10.9
    
    
    
    8.7Nacelles and Interior Systems
    
    
    178.8
    
    
    
    126.0
    
    
    
    52.8
    
    
    
    41.9
    
    
    
    28.8
    
    
    
    23.0Electronic Systems
    
    
    48.9
    
    
    
    54.6
    
    
    
    (5.7
    )
    
    
    (10.4
    )
    
    
    11.1
    
    
    
    12.6$
    301.8
    
    
    $
    230.0
    
    
    $
    71.8
    
    
    
    31.2
    
    
    
    17.3
    
    
    
    14.9
 Actuation and Landing Systems:
 
    
    Higher large commercial airplane OE sales of approximately $42 million, primarily
in our landing gear and actuation systems business units;
    
    Higher defense and space OE and aftermarket sales of approximately $33 million,
primarily in our landing gear, aircraft wheels and brakes and actuation systems business
units;
    
    Higher large commercial, regional, business and general aviation airplane
aftermarket sales of approximately $11 million, primarily in our landing gear business
unit; and
    
    Higher regional, business and general aviation airplane OE sales of approximately
$10 million, primarily in our landing gear and actuation systems business units.
  
    
    Higher sales volume and favorable product mix across all business units, which
resulted in higher income of approximately $18 million;
    
    Higher operating income of approximately $14 million, driven primarily by higher
pricing across most of our business units and improved brake-life performance in the
aircraft wheels and brakes business unit, partially offset by increased operating costs
across all business units; and
    
    Unfavorable foreign exchange of approximately $7 million.
 
 31




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Nacelles and Interior Systems:
 
    
    Higher large commercial airplane aftermarket sales, including spare parts and MRO
volume of approximately $46 million, primarily in our aerostructures business unit;
    
    Higher defense and space OE and aftermarket sales of approximately $12 million,
primarily in our interiors business unit;
    
    Higher regional, business, and general aviation airplane OE sales of approximately
$11 million, primarily in our aerostructures business unit; and
    
    Higher large commercial airplane OE sales of approximately $5 million, primarily in
our interiors business unit.
  
    
    Higher sales volume, primarily in our aerostructures and interiors business units,
which resulted in higher income of approximately $32 million;
    
    Favorable changes in estimates for certain long-term contracts at our
aerostructures business unit of approximately $20 million, primarily due to changes in
volume, price, cost and operational performance; and
    
    Settlement of a claim with a customer at our interiors business unit which resulted
in higher income of approximately $4 million; partially offset by
    
    Unfavorable foreign exchange of approximately $4 million.
 Electronic Systems:
 
    
    Higher regional, business and general aviation airplane OE sales of approximately
$5 million in our sensors and integrated systems and engine control and electrical power
business units; and
    
    Higher large commercial airplane OE sales of approximately $5 million in our engine
control and electrical power and sensors and integrated systems and business units.
 32




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##### Table of Contents




    
    Unfavorable foreign exchange of approximately $5 million; and
    
    Higher operating costs of approximately $4 million, primarily in our sensors and
integrated systems business unit; partially offset by
    
    Higher sales volume and pricing partially offset by unfavorable product mix, across
most business units, which resulted in higher income of approximately $3 million.
 LIQUIDITY AND CAPITAL RESOURCES
    Cash
  Credit Facilities
  
    
    $500 million committed global revolving credit facility that expires in May 2012, of
which $442.9 million was available at March 31, 2008; and
    
    $75 million of uncommitted domestic money market facilities and $181.8 million of
uncommitted and committed foreign working capital facilities with various banks to meet
short-term borrowing requirements, of which $246.8 million was available at March 31, 2008.
 
 33




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Off-Balance Sheet Arrangements
 Lease Commitments
    Derivatives
  
    
    Foreign Currency Contracts Designated as Cash Flow Hedges:  At March 31, 2008, our
contracts had a notional amount of $1,812.6 million, fair value of a $135.3 million net
asset and maturity dates ranging from April 2008 to December 2012. The amount of
accumulated other comprehensive income that would be reclassified into earnings in the
next 12 months was a gain of $74.5 million. During the first quarter of 2008 and 2007, we
realized net gains of $20.3 million and $15.5 million respectively, related to contracts
that settled.
    
    Interest Rate Swaps Designated as Fair Value Hedges:  At March 31, 2008, our
contracts had a notional amount of $193 million, a fair value of a $5.1 million net asset
and maturity dates ranging from April 2008 to July 2016.
    
    Foreign Currency Contracts not Designated as Hedges:  At March 31, 2008, our
contracts had a notional amount of $22.8 million with maturity dates ranging from June
2008 to February 2011. During the first quarter of 2008 and 2007, we realized a net gain
of $8.3 million compared to a net loss of $1 million, respectively. The fair value of
these contracts was a net liability of $0.2 million at March 31, 2008.
 34




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##### Table of Contents



Contractual Obligations and Other Commercial Commitments
  Long-term Debt Repayments
  
    
    $119 million principal amount of the 7.0% notes; and
    
    $43 million principal amount of the 6.45% notes.
 CASH FLOW
  First Quarter
    
    $2008
    
    2007
    
    Change(Dollars in millions)Operating activities of continuing operations
    
    $
    150.9
    
    
    $
    128.2
    
    
    $
    22.7Investing activities of continuing operations
    
    $
    (63.9
    )
    
    $
    (36.0
    )
    
    $
    (27.9
    )Financing activities of continuing operations
    
    $
    (44.3
    )
    
    $
    (56.0
    )
    
    $
    11.7Discontinued operations
    
    $
    13.4
    
    
    $
    (6.2
    )
    
    $
    19.6
 Operating Activities of Continuing Operations
  Investing Activities of Continuing Operations
  35




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Financing Activities of Continuing Operations
  
    
    Lower purchases of our common stock of approximately $41 million; partially offset
by
    
    A decrease of proceeds from the issuance of our common stock of approximately $23
million; and
    
    Higher dividends to our shareholders and distributions to minority interest holders
of approximately $7 million.
   Discontinued Operations
  CONTINGENCIES
 General
  Environmental
  36




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37




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Asbestos
  Insurance Coverage
    Liabilities of Divested Businesses
 Asbestos
  38




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Other
  Guarantees
  Aerostructures Long-Term Contracts
   39




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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 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.
   Tax
  Tax Years 2000 to 2004
  40




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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)
   NEW ACCOUNTING STANDARDS NOT YET ADOPTED
  
    
    Statement of Financial Accounting Standards No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133.
    
    Statement of Financial Accounting Standards No. 141(R), Business Combinations.
    
    Statement of Financial Accounting Standards No. 160 Accounting and Reporting of
Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB
No. 51.
  41




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CRITICAL ACCOUNTING POLICIES
   Contract Accounting-Percentage of Completion
 Revenue Recognition
  42




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##### Table of Contents




    
    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 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.
 Inventory
   43




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Income Taxes
  Goodwill and Identifiable Intangible Assets
    44




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##### Table of Contents



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
  Entry Fees
  45




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Sales Incentives
  Flight Certification Costs
  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.
 46




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Share-Based Compensation
  Stock Options
  2008
    
    2007Risk-free interest rate %
    
    
    3.3
    
    
    
    4.5Expected dividend yield %
    
    
    1.3
    
    
    
    1.7Historical volatility factor %
    
    
    31.2
    
    
    
    34.6Weighted-average expected life of the options (years)
    
    
    5.6
    
    
    
    5.5
  Restricted Stock Units
  Performance Units
  47




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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, the Embraer 190, 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 and the Airbus A380
aircraft programs;
    
    the financial viability of key suppliers and the ability of our suppliers to
perform under existing contracts;
    
    successful development of products and advanced technologies;
    
    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;
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
    
    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, or that Coltecs dividend of
its aerospace business to us 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 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, deflation, recession and other external
factors over which we have no control; and
    
    the outcome of contingencies including completion of acquisitions, divestitures,
tax audits, litigation and environmental remediation efforts.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   49




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Item 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  50




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Item 1A. Risk Factors.
  
 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 2008
    
    
    92,312
    
    
    $
    69.40
    
    
    
    February 2008
    
    
    145,840
    
    
    
    61.30
    
    
    
    105,000March 2008
    
    
    24,743
    
    
    
    59.78
    
    
    
    20,000Total
    
    
    262,895
    
    
    
    64.00
    
    
    
    125,000
    
        $
    366 million
 
 (1)
    
    The category includes 137,895 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. 
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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
3.1 to Goodrich Corporations Current Report on Form 8-K dated
July 26, 2007, 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
    
    Rule 13a-14(a)/15d-14(a) Certifications.Exhibit 32
    
    Section 1350 Certifications.
 52




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##### Table of Contents



SIGNATURE
  April 24, 2008
    GOODRICH CORPORATION/s/ SCOTT E. KUECHLEScott E. KuechleExecutive Vice President and Chief Financial Officer/s/ SCOTT A. COTTRILLScott A. CottrillVice President and Controller
(Principal Accounting Officer) 53




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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
3.1 to Goodrich Corporations Current Report on Form 8-K dated
July 26, 2007, 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
    
    Rule 13a-14(a)/15d-14(a) Certifications.*Exhibit 32
    
    Section 1350 Certifications.*
 
 *
    
    Submitted electronically herewith. 54