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Goodrich Corporation
    Full Year and Fourth Quarter 2004 Results


                February 7, 2005




1
Forward Looking Statements

Certain statements made in this presentation are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 regarding the Company's future plans,
objectives and expected performance. The Company cautions readers that any such forward-
looking statements are based on assumptions that the Company believes are reasonable, but are
subject to a wide range of risks, and actual results may differ materially.

Important factors that could cause actual results to differ include, but are not limited to: demand
for and market acceptance of new and existing products, such as the Airbus A380, the Boeing 787
Dreamliner, the Embraer 190, and the Lockheed Martin F-35 Joint Strike Fighter and
F-22 Raptor; the health of the commercial aerospace industry, including the impact of
bankruptcies in the airline industry; global demand for aircraft spare parts and aftermarket
services; and other factors discussed in the Company's filings with the Securities and Exchange
Commission and in the Company's February 7, 2005 Full Year 2004 Results press release.

The Company cautions you not to place undue reliance on the forward-looking statements
contained in this presentation, which speak only as of the date on which such statements were
made. The Company undertakes no obligation to release publicly any revisions to these forward-
looking statements to reflect events or circumstances after the date on which such statements
were made or to reflect the occurrence of unanticipated events.




    2
Financial and Operational Overview




3
Recent Significant Developments


Fourth quarter 2004 sales grew 12 percent, compared to fourth
quarter 2003
     Sales increases in all channels and for all reportable segments
Fourth quarter 2004 operating income included after tax amounts for
the following previously disclosed items:
     Partial settlement with Northrop Grumman , $15 million
     Charge for early conclusion of Boeing 717 production, $4 million
     Early long-term debt retirement premiums and costs, $8 million
Total long-term debt reduced by $131 million in fourth quarter 2004
Additional pension plan funding of $78 million in fourth quarter 2004
Cash balance remained strong at $298 million at December 31, 2004
2005 outlook unchanged
Four additional awards for the Boeing 787 Dreamliner aircraft
Favorable Coltec tax case ruling



     Another strong quarter of execution in-line with expectations
 4
Airbus A380 & Boeing 787 Awards
                                               A380                 787
                                         Passenger Version    Passenger Version
    Nacelles
    Engine Fan Case/Other Specialty
    Aerostructures Products
    Landing Gear
    Power Generation/Distribution
    Sensors
    Engine Controls
    Fuel & Proximity Systems
    Flight Control Actuation
    Lighting

    Wheels and Brakes
    Evacuation Systems
    Cargo Systems
    Specialty Seating                                              Pending

              Significant market penetration on new programs
                      Note: Shaded areas indicate Goodrich positions
5
Quarterly Sales Trends

                                            Sales ($ in Millions)
$1,300                                                                                        gh
                                                                                       s t rou
                                                                        03         sale
                                                                  e3Q 20
                                                        t   h sinc
$1,200                                             grow
                                               19%


$1,100

                                                                                                   $1,262

$1,000
         $1,157                                                  $1,162                  $1,167
                                                      $1,130                    $1,134
                   $1,094      $1,095
                                          $1,064
 $900



 $800
         Q4 2002 Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004 Q4 2004
            Sales increased significantly during fourth quarter 2004

   6              Note: All sales restated to reflect discontinued operations
Fourth Quarter 2004 – Financial Summary



                                        4th Qtr   4th Qtr
 (Dollars in Millions, excluding EPS)
                                         2004      2003     Change
Sales                                   $1,262    $1,130     12%

Segment operating income                 $116      $99       17%

  - % of Sales                          9.2%      8.8%      +0.4%

Income
   - Continuing Operations and Net
     Income                              $37       $23       61%


Diluted EPS
   - Continuing Operations and Net
     Income                             $0.30     $0.19      58%



  7
Full Year 2004 – Financial Summary

                                        Full Year   Full Year
 (Dollars in Millions, excluding EPS)
                                          2004        2003      Change
Sales                                    $4,725     $4,383       8%

Segment operating income                 $493        $316        56%

     - % of Sales                        10.4%       7.2%       +3.2%

Income
   - Continuing operations               $156        $38        311%
   - Net income                          $172        $100       72%


Diluted EPS
   - Continuing operations               $1.30       $0.33      294%
   - Net income                          $1.43       $0.85      68%




 8
Fourth Quarter 2004
                                                        Financial Change Analysis
                                                          (Dollars in Millions)
                                                                     After-tax
                                                                   Income from    Diluted
                        Item                             Sales
                                                                    Continuing     EPS
                                                                    Operations
Fourth Quarter 2003 – from Continuing Operations         $1,130       $23         $0.19
   Increased overall volume, efficiency, mix, change
                                                         $110         $30         $0.24
     in share count, other
   Charges for Boeing 717 program, partial settlement
                                                                      ($19)       ($0.16)
     with Northrop Grumman
   Non-recurrence of 2003 PW4000 charge                               $10         $0.08
   Increased new program development
                                                                      ($13)       ($0.11)
     expenditures (R&D, Bid and Proposal, other)
   Foreign exchange sales and income impacts              $22          --            --
   Stock-based compensation expensing                                 ($2)        ($0.01)
   Federal and state tax settlements and adjustments                  $13         $0.11

   Debt retirement costs                                              ($8)        ($0.06)
   P & L Headwind (Incentive Comp, Liability
                                                                       $3         $0.02
     Insurance, Tax Litigation, Retiree Medical)
Fourth Quarter 2004 –from Continuing Operations          $1,262       $37         $0.30

   9
2004 Outlook


     As noted in the Company’s October 26, 2004 earnings release (the
     “Release”), the Company’s earnings outlook for 2004 (“2004 Outlook”) did
     not take into account the impact of charges associated with the following
     items that are reflected in the fourth quarter 2004 results:
         Partial settlement with Northrop Grumman relating to the acquisition
         of TRW Aeronautical Systems
         Early conclusion of Boeing 717 production;
         Additional early retirement of long-term debt in late December 2004
         using a portion of the proceeds of the Northrop Grumman partial
         settlement, which resulted in debt premiums and associated costs
         greater than the amounts reflected in the 2004 Outlook.

     The 2004 Outlook also assumed an income tax rate of that was higher than
     the 22% income tax rate actually reported for the full year 2004. As a
     result, the Company’s reported income tax expense was less than it would
     have been had the assumed income tax rate of 31%, less the third quarter
     2004 favorable state tax settlement of $6.8 million, been in effect for the
     full year.
          The income tax rate of 22% for the full year 2004 reflected favorable
          state and foreign tax settlements, adjustments related to state income
          taxes and to the finalization of its 2003 federal tax return, offset in part
          by additional reserves for certain income tax issues.

10
2004 Outlook
The following table is provided solely to assist investors in understanding the charges and tax changes discussed on the preceding
slide (page 9). Amounts included in the column under the caption “Reduced Income Tax Rate” are non-GAAP numbers and
represent the difference between the full year 2004 income tax expense that would have resulted from application of the 31%
income tax rate, less the favorable state tax settlement of $6.8 million announced during the third quarter 2004, assumed in the
2004 Outlook and from application of the 22% income tax rate actually reported for the full year 2004. Management believes that
these non-GAAP numbers are useful to investors in understanding the differences between the Company’s 2004 Outlook and its
actual 2004 results.
                                                                             Impact of items not included in October 26, 2004 Outlook

                                                             Northrop Grumman                         Additional          Reduced
                                                     As       Partial Settlement   Boeing 717       Debt Premiums          Income       Total of   October 2004
           (Dollars in Millions, excluding EPS)   Reported          Charge           Charge           and Costs           Tax Rate       Items       Outlook

   Sales                                          $4,725                                                                                           $4,700 – 4,750
                                                                                                                                                     (high end)

   Segment operating income
      Airframe Systems                             $90              ($9)                                                                  ($9)       $91 – 99
      Engine Systems                               $265            ($11)               ($7)                                              ($18)      $270 – 280
      Electronics Systems                          $138             ($3)                                                                  ($3)      $132 – 138
          Subtotal – Segment operating income      $493            ($23)               ($7)                                              ($30)      $493 - 517

      Corporate G&A Costs                          ($93)                                                                                                 --

      Other expense - net                          ($61)                                                 ($2)                            ($2)            --

      Interest expense - net                       ($140)                                                                                                --

   Income from continuing operations               $199            ($23)               ($7)              ($2)                            ($32)           --

      Income tax expense                           ($43)             $8                 $3                $1                $10           $22            --

      Cumulative effect of change in accounting     $16                                                                                                  --

   Net Income                                      $172            ($15)               ($4)              ($1)               $10          ($10)      $174 - 180

   Diluted EPS

      Continuing operations                        $1.30          ($0.12)            ($0.04)           ($0.01)             $0.08        ($0.09)     $1.32 – 1.37

      Cumulative effect of change in               $0.13                                                                                               $0.13
      accounting

            Net income                             $1.43          ($0.12)            ($0.04)           ($0.01)             $0.08        ($0.09)      $1.45-1.50

   Weighted average shares                         120.3                                                                                               120.5

      11
Fourth Quarter 2004
                                                             Airframe Systems Segment

                                   4th Quarter          4th Quarter                   Change
     Dollars in Millions              2004                 2003                  $               %

Sales                                  $424                 $393               $31              8%
Segment OI                              $16                  $17               ($1)            (3%)
 % Sales                               3.8%                 4.2%               N/A            -0.4%
Included above:
 Facility Closure and                   ($2)                ($1)               ($1)            N/A
 Headcount
 Reductions/Asset
 Impairment
 Northrop Grumman
 Partial Settlement                     ($9)                  --               ($9)            N/A

  Major Variances:
       Sales increased primarily due to:.
         • Favorable currency translation on non-U.S. dollar sales, primarily in the actuation systems and
             landing gear businesses,
         • Higher landing gear commercial OE sales volumes,
         • Higher commercial aircraft wheel and brake sales volume, and
         • Higher commercial and military sales of actuation systems.
       Segment Operating Income
         • Favorable sales volume, more than offset by:
                – Charge of $9 million associated with the partial settlement with Northrop Grumman, and
                – Increased new program development costs, primarily in actuation systems in support of the
                   A380 program.
12
A380 Actuation System
                                                 Current Status


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

        Financial impact essentially complete in 2005
13
Fourth Quarter 2004
                                                                                  Engine Systems Segment
                                                4th Quarter               4th Quarter                        Change
          Dollars in Millions                      2004                      2003                       $                  %

  Sales                                              $517                     $447                    $70                 16%
  Segment OI                                          $56                      $44                    $12                 28%
    % Sales                                         10.8%                     9.8%                    N/A               +1.0%
  Included above:
    Facility Closure and                             ($1)                       --                    ($1)                N/A
    Headcount
    Reductions/Asset
    Impairment
    Northrop Grumman
    Partial Settlement                              ($11)                       --                   ($11)                N/A
    Boeing 717 charge                                ($7)                       --                    ($7)                N/A
    PW4000 Charge                                     --                      ($15)                   $15                 N/A

Major Variances:
      Sales increased primarily due to :
         •   Higher aerostructures engine OE and U.S. military sales volume,
         •   Higher cargo systems aftermarket sales volume,
         •   Favorable currency translation on non-U.S. dollar sales, primarily in the engine controls business,
         •   Increased sales volume of military original equipment and aftermarket engine controls, and
         •   Higher sales volume of turbine fuel engine components for U.S. military and regional aircraft applications and to the power
             generation market.
      Segment Operating Income
         •   Increased due primarily to higher sales volume as described above,
         •   The absence in the fourth quarter 2004 of a $10 million charge associated with early termination of original equipment
             deliveries of Pratt and Whitney PW4000 engine nacelle components, which was recorded in the fourth quarter 2003.
         •   The increase in Engine Systems segment operating income was partially offset by the following:
                 – Charge of $11 million associated with the partial settlement with Northrop Grumman,
                 – Charge of $7 million for early conclusion of Boeing 717 production,
                 – Increased aerostructures contract costs for certain U.S. military and regional jet applications, and
                 – Increased new program development costs for aerostructures and engine controls.
   14
Fourth Quarter 2004
                                                                         Electronic Systems Segment
                                            4th Quarter              4th Quarter                        Change
      Dollars in Millions                      2004                     2003                       $                  %
Sales                                            $321                     $290                   $31                11%
Segment OI                                        $44                      $39                    $5                14%
  % Sales                                       13.8%                   13.4%                    N/A              +0.4%
Included above:
  Facility Closure and                           ($2)                     ($2)                    $0                 N/A
  Headcount
  Reductions/Asset
  Impairment
  Northrop Grumman
  Partial Settlement                             ($3)                       --                   ($3)                N/A
 Major Variances:
       Sales
          •   Increased primarily due to:
                  – Higher sales volume of regional and business jet aircraft original equipment and aftermarket products for de-
                       icing & specialty systems, sensor systems, power systems and lighting systems,
                  – Higher military and space original equipment sales in optical and space systems, power systems and sensor
                       systems offsetting lower sales in fuel & utility systems, and
                  – Higher commercial aftermarket sales in aircraft interior products and sensor systems.
          •   Partially offsetting the increase in sales were:
                  – Decreases in sales in the commercial original equipment products for Airbus programs in aircraft interior
                       products, and
                  – Decreases in sales of military and space aftermarket products in most businesses.
       Segment Operating Income
          •   Increased proportionally with the higher sales volume described above.
          •   Partially offset by:
                  – Charge of $3 million associated with the partial settlement with Northrop Grumman,
                  – Increased investments in research and development costs and bid and proposal costs in an effort to win new
                       programs, and
15                – Operational inefficiencies in propulsion products.
Summary Cash Flow Information


                                    Item                            4th Qtr   4th Qtr
                             (Dollars in Millions)                   2004      2003

Net income from continuing operations                                $37       $23
   Net restructuring and consolidation, asset impairments             --       ($1)
   Depreciation and Amortization                                     $58       $56
   Working Capital – (increase)/decrease – defined
                                                                     $98       $58
     as the sum of A/R, Inventory and A/P
   Tax refund – received in fourth quarter 2003                       --       $52
   Other current assets and other non-current assets and
                                                                     $61       $47
     liabilities, deferred income taxes and taxes payable
   Pension contributions                                            ($78)     ($21)
Cash Flow from Operations*                                           $176      $214
* Included in Cash Flow from Operations
   Partial settlement with Northrop Grumman                          $89        --
   Cash Payments for Restructuring                                   ($5)      ($9)


Capital Expenditures                                                ($70)     ($50)




   16
R&D Investment


                            2004 Total R&D = $348 Million
                8
                                   IR&D    Funded
                7
                6
R&D/Sales (%)




                5
                4
                3
                2
                1
                0
                    1999   2000    2001      2002     2003    2004
                                                             Prelim.


       17
Debt Retirement Progress Since
                                                           Acquisition of Aeronautical Systems


              Total                                          $ in Millions
$3,500        Debt
               and
             QUIPS
             $3,039      Total
                         Debt

$3,000     Cash $146
                         And
                        QUIPS          Total      Total      Total
                        $2,638         Debt       Debt       Debt        Total
                                       And         and        and        Debt
                                      QUIPS                 QUIPS         and
$2,500                 Cash $150
                                      $2,261
                                                 QUIPS
                                                 $2,262     $2,275      QUIPS
                                                                        $2,215
                                                                                     Total
                                                                                     Debt
                                                                                                  Total
                                                                                                  Debt       Total
                                                                                                             Debt
                                                                                    $2,153       $2,135                  Total
                                   Cash $186                                                                $2,034       Debt
                                               Cash $268   Cash $326
            Net Debt                                                                                                    $1,903
$2,000        and
             QUIPS
                                                                       Cash $378   Cash $330
                                                                                               Cash $356
                                                                                                           Cash $346
             $2,893     Net Debt                                                                                       Cash $298
                          and
$1,500                   QUIPS
                         $2,488
                                    Net Debt
                                      and
                                                Net Debt
                                                  and
                                                            Net Debt
                                                              and
                                                                        Net Debt
                                                                          And       Net Debt
                                                             QUIPS                   $1,823     Net Debt
                                     QUIPS       QUIPS                   QUIPS                   $1,779     Net Debt
                                                             $1,949
                                     $2,075      $1,994                  $1,837                              $1,688     Net Debt
$1,000                                                                                                                   $1,605




  $500

      $0
           10/1/02 12/31/02 03/31/03 06/30/03 09/30/03 12/31/03 03/31/04 06/30/04 09/30/04 12/31/04
           Proforma

Total debt and QUIPS reduced $1,136M or 37%; Net debt and QUIPS reduced $1,288M or 45%

       Note: See page 30 for definitions of Total Debt and Net Debt and a detailed calculation of these measures as of the dates indicated.
 18
Sales by Market Channel




19
Full Year 2004 Sales by Market Channel
                                                                   Total Sales $4,725M


 Total Military and Space                 Other                      Total Commercial OE
                                           6%
            30%                                                              29%
                                                        Boeing
                                                     Commercial OE
                                                         8%


                                                                         Airbus
                                                                      Commercial OE
                                                                          15%
        Military &                OE
       Space, OE &
       Aftermarket
           30%
                                                                                Regional,
                                                                             Business & Gen.
                                AM                                               Av. OE
                                                                                   6%




                                                                     Large Commercial Aircraft
                Heavy A/C                                                  Aftermarket
                  Maint.                                                       25%
                   3%
                         Regional, Business &
                          General Aviation                 Total Commercial Aftermarket
                              Aftermarket
                                  7%
                                                                      35%

20
     Balanced business mix – three major market channels, each with 2004 growth
Sales by Market Channel
                                                  2004 Change Analysis

                                               Actual GR Change Comparisons
                                Primary        Full Year 2004   4th Qtr 2004
        Market Channel
                             Market Drivers     vs. Full Year    vs. 4th Qtr
                                                    2003            2003
Military and Space –             US, UK
OE and Aftermarket              Defense             8%             14%
                                Budgets
Boeing and Airbus –             Aircraft
                                                    4%             12%
OE Production                  Deliveries
Regional, Business &            Aircraft
                                                   27%             37%
General Aviation - OE          Deliveries
Aftermarket – Large            ASMs, Age,
Commercial and Regional,      Cycles, Fleet         8%              7%
Business and GA                   size
Heavy Airframe Maintenance   Aircraft aging,
                                                    2%              7%
                              Parked Fleet
Other                           Various             5%              6%
Goodrich Total Sales                                8%             12%


   21
Outlook




22
Expectations for Goodrich 2005 Sales



                                                Average Expected Growth
                                  2004 Sales
    Sales by Market Channel          Mix       2004 Actual   2005 Expected
                                                 Change         Change
Military and Space –                                          Low Single
                                    30%           8%
OE and Aftermarket                                           Digit Growth
Boeing and Airbus –
                                    23%           4%         Approx. 12%
OE Production
Regional, Business & General
                                     6%           27%         Approx. Flat
Aviation - OE
Aftermarket – Large Commercial
                                    32%           8%          Approx. 5%
and Regional, Business and GA
Heavy Airframe Maintenance           3%           2%            >10%
Other                                6%           5%              Flat
Goodrich Total Sales                $4.7B         8%         $5.0 – $5.1B


   23
2005 Outlook
                                                                            P&L Summary ($M)

                                               Actual                Estimate
                                               2004                    2005                    B/(W)
Sales                                         $4.725B                $5.0-5.1B                 +6-8%

Segment Income                                  $493                 $555-585               +13-19%
  Margin %                                     10.4%                11.0-11.5%             +0.6 – 1.1%

Net Income                                      $172                  $195-220              +13 - 28%

EPS (Diluted)
 - Continuing Operations                        $1.30                $1.60-1.80             +23 - 38%
 - Reported                                     $1.43                $1.60-1.80             +12 - 26%

Shares Outstanding                            120.3M                  ~   122.5M                 ~   2%
                          Strong sales and earnings growth
        Note: The current earnings and cash flow from operations outlook for 2005 does not include any premiums
        and associated costs, or interest expense savings, related to early retirement of debt during 2005 or
        resolution of the previously disclosed Rohr and Coltec tax litigation.
 24
2005 Outlook - Pension Assumptions
                                                            (All Plans: Qualified & Non-Qualified)


             Pension Expense    Pension Contributions
$M
                                                             Pension assumptions:
150
                                                                                Actual   Actual   Estimate
                                                                                2003     2004       2005
                                $128
                                                                Asset Returns
125
                                                                 - U.S.         9.00%    9.0%      9.0%
                                                                 - U.K.         8.50%    8.5%      8.5%
                                                                Discount Rate
100
           $88            $87               Flat
                                                                 - U.S.         6.875%   6.25%    5.875%

                                                   ~ $50         - U.K.         6.0%     5.75%    5.50%
                                                   to $75
75
                 $63
                                                             No smoothing of asset returns for 80%
                                                             of plans
                                                             2005 expense based on 12/31/04
50                                                           measurement date, plan assets at FMV
                                                             ($2.5B)
                                                             No required contributions for 2005
25                                                           Significant voluntary contributions still
                                                             projected as part of plan to return to full
                                                             funding
 0                                                           Portion of previously expected 2005
                                                             contributions accelerated to 2004
           2003 Act       2004 Act          2005 Est

      25
2005 Outlook
                              Foreign Exchange Considerations

     Goodrich foreign currency exposure
       Approx. 85-90% of sales in US dollars
       Approx. 70-75% of pre-tax costs in US dollars
       Euro, Pound and Canadian $ represent >98% of
       exposure
       Exposure increased with Aeronautical Systems
       acquisition due to significant European
       manufacturing presence
     Goodrich 2005 exposure
       Currently hedged on about 90% of 2005 expected
       exposure
       Unhedged portion subject to FX rate fluctuations
       until hedged or realized
       Expect $20 – 25 million negative impact to pre-tax
       income, versus 2004 – included in current outlook
       Active programs to reduce net exposure
       (outsourcing, contract terms)
26
Goodrich – Culture




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



27
Goodrich – Strategic Imperatives



                                 Top Quartile
                              Aerospace Returns




                                  Conclusion
                                 Leverage the                     Operational
Balanced Growth
                                  Enterprise                      Excellence


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



 28
What Investors Should
                                       Expect from Goodrich in 2005


     Key focus in 2005 – operational excellence and margin
     improvement
        Complete redesign effort, and substantially
        complete the retrofit, for A380 actuators
        Focused on the business
         • “Blocking and Tackling”
             -   Cash flow
             -   Margin improvement
             -   Actuation business operational improvement
             -   Working capital management
             -   Cost reduction
         • New product development
             - Continue investing in new products and systems
     Continue to reduce leverage
        Target $150 - $200 million debt retirement
     Transparency of financial results and disclosure

29
Supplemental Information

                                                                          Goodrich Corporation
                                                      Reconciliation of Debt Retirement to GAAP Financial Measures
                                                        Adjustments          Pro-forma
                                      9/30/2002     to get to Pro-forma*     10/1/2002 12/31/2002 3/31/2003   6/30/2003 9/30/2003 12/31/2003   3/31/2004       06/30/04       09/30/04       12/31/2004
                                                Pre-positioned
 Elements of Total Debt                             Cash         Bridge Loan
    Short-term bank debt              $   284.0 $       (200.0) $ 1,500.0 $ 1,584.0 $       379.2 $      -    $    -    $     -   $      2.7 $        2.7 $          2.0 $          1.0 $          1.0
    Current maturities of long-term
    debt and capital lease
    obligations                       $     3.5 $          -    $       -   $       3.5 $     3.9 $     3.6 $      3.5 $      4.3 $    75.6 $         9.6 $         63.4 $          2.3 $          2.4
    Long-term debt and capital
    lease obligations                 $ 1,326.5 $          -    $       -   $    1,326.5 $ 2,129.0 $ 2,132.1 $ 2,133.2 $ 2,144.1 $ 2,136.6 $       2,140.7 $     2,069.9 $      2,030.6 $      1,899.4

 Total Debt                           $ 1,614.0 $        (200.0) $   1,500.0 $   2,914.0 $ 2,512.1 $ 2,135.7 $ 2,136.7 $ 2,148.4 $ 2,214.9 $       2,153.0 $     2,135.3 $      2,033.9 $      1,902.8

 Adjustments:
    Manditory redeemable preferred
    securities of trust (QUIPS) -
    current                        $        -     $        -    $       -   $       -   $     -    $    -     $    -    $    63.0 $      -     $      -    $         -    $         -    $         -
    Manditory redeemable preferred
    securities of trust (QUIPS)    $      125.3 $          -    $       -   $     125.3 $   125.4 $    125.5 $    125.6 $    63.5 $      -     $      -    $         -    $         -    $         -

 Total debt + QUIPS                   $ 1,739.3 $        (200.0) $   1,500.0 $   3,039.3 $ 2,637.5 $ 2,261.2 $ 2,262.3 $ 2,274.9 $ 2,214.9 $       2,153.0 $     2,135.3 $      2,033.9 $      1,902.8

 Cash and cash equivalents            $   346.3 $        (200.0) $      -   $     146.3 $   149.9 $    185.8 $    267.8 $   325.9 $   378.4 $       329.5 $        356.4 $        345.5 $        297.9

 Net Debt + QUIPS**                   $ 1,393.0 $          -    $    1,500.0 $   2,893.0 $ 2,487.6 $ 2,075.4 $ 1,994.5 $ 1,949.0 $ 1,836.5 $       1,823.5 $     1,778.9 $      1,688.4 $      1,604.9




* In late September 2002, the company utilized short-term debt of $200 million to preposition certain funds necessary for the acquisition of TRW
Aeronautical Systems. This short-term debt was repaid on October 1, 2002 with a portion of the proceeds from the $1.5 billion bridge loan secured to
finance the entire purchase. Accordingly, on October 1, 2002, cash was reduced by $200 million.
**Total Debt (defined as short-term debt plus current maturities of long-term debt and capital lease obligations plus long-term debt and capital lease
obligations) and Net Debt (defined as Total Debt minus cash and cash equivalents) are non-GAAP financial measures that the Company believes
are useful to rating agencies and investors in understanding the Company’s capital structure and leverage. Because all companies do not calculate
these measures in the same manner, the Company's presentation may not be comparable to other similarly titled measures reported by other
companies.
 *** QUIPS included in Current maturities of long-term debt and capital lease obligations as of December 31, 2003.

          30

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goodrich E4Q04ERSlidesBW

  • 1. Goodrich Corporation Full Year and Fourth Quarter 2004 Results February 7, 2005 1
  • 2. Forward Looking Statements Certain statements made in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's future plans, objectives and expected performance. The Company cautions readers that any such forward- looking statements are based on assumptions that the Company believes are reasonable, but are subject to a wide range of risks, and actual results may differ materially. Important factors that could cause actual results to differ include, but are not limited to: demand for and market acceptance of new and existing products, such as the Airbus A380, the Boeing 787 Dreamliner, the Embraer 190, and the Lockheed Martin F-35 Joint Strike Fighter and F-22 Raptor; the health of the commercial aerospace industry, including the impact of bankruptcies in the airline industry; global demand for aircraft spare parts and aftermarket services; and other factors discussed in the Company's filings with the Securities and Exchange Commission and in the Company's February 7, 2005 Full Year 2004 Results press release. The Company cautions you not to place undue reliance on the forward-looking statements contained in this presentation, which speak only as of the date on which such statements were made. The Company undertakes no obligation to release publicly any revisions to these forward- looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events. 2
  • 4. Recent Significant Developments Fourth quarter 2004 sales grew 12 percent, compared to fourth quarter 2003 Sales increases in all channels and for all reportable segments Fourth quarter 2004 operating income included after tax amounts for the following previously disclosed items: Partial settlement with Northrop Grumman , $15 million Charge for early conclusion of Boeing 717 production, $4 million Early long-term debt retirement premiums and costs, $8 million Total long-term debt reduced by $131 million in fourth quarter 2004 Additional pension plan funding of $78 million in fourth quarter 2004 Cash balance remained strong at $298 million at December 31, 2004 2005 outlook unchanged Four additional awards for the Boeing 787 Dreamliner aircraft Favorable Coltec tax case ruling Another strong quarter of execution in-line with expectations 4
  • 5. Airbus A380 & Boeing 787 Awards A380 787 Passenger Version Passenger Version Nacelles Engine Fan Case/Other Specialty Aerostructures Products Landing Gear Power Generation/Distribution Sensors Engine Controls Fuel & Proximity Systems Flight Control Actuation Lighting Wheels and Brakes Evacuation Systems Cargo Systems Specialty Seating Pending Significant market penetration on new programs Note: Shaded areas indicate Goodrich positions 5
  • 6. Quarterly Sales Trends Sales ($ in Millions) $1,300 gh s t rou 03 sale e3Q 20 t h sinc $1,200 grow 19% $1,100 $1,262 $1,000 $1,157 $1,162 $1,167 $1,130 $1,134 $1,094 $1,095 $1,064 $900 $800 Q4 2002 Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004 Q4 2004 Sales increased significantly during fourth quarter 2004 6 Note: All sales restated to reflect discontinued operations
  • 7. Fourth Quarter 2004 – Financial Summary 4th Qtr 4th Qtr (Dollars in Millions, excluding EPS) 2004 2003 Change Sales $1,262 $1,130 12% Segment operating income $116 $99 17% - % of Sales 9.2% 8.8% +0.4% Income - Continuing Operations and Net Income $37 $23 61% Diluted EPS - Continuing Operations and Net Income $0.30 $0.19 58% 7
  • 8. Full Year 2004 – Financial Summary Full Year Full Year (Dollars in Millions, excluding EPS) 2004 2003 Change Sales $4,725 $4,383 8% Segment operating income $493 $316 56% - % of Sales 10.4% 7.2% +3.2% Income - Continuing operations $156 $38 311% - Net income $172 $100 72% Diluted EPS - Continuing operations $1.30 $0.33 294% - Net income $1.43 $0.85 68% 8
  • 9. Fourth Quarter 2004 Financial Change Analysis (Dollars in Millions) After-tax Income from Diluted Item Sales Continuing EPS Operations Fourth Quarter 2003 – from Continuing Operations $1,130 $23 $0.19 Increased overall volume, efficiency, mix, change $110 $30 $0.24 in share count, other Charges for Boeing 717 program, partial settlement ($19) ($0.16) with Northrop Grumman Non-recurrence of 2003 PW4000 charge $10 $0.08 Increased new program development ($13) ($0.11) expenditures (R&D, Bid and Proposal, other) Foreign exchange sales and income impacts $22 -- -- Stock-based compensation expensing ($2) ($0.01) Federal and state tax settlements and adjustments $13 $0.11 Debt retirement costs ($8) ($0.06) P & L Headwind (Incentive Comp, Liability $3 $0.02 Insurance, Tax Litigation, Retiree Medical) Fourth Quarter 2004 –from Continuing Operations $1,262 $37 $0.30 9
  • 10. 2004 Outlook As noted in the Company’s October 26, 2004 earnings release (the “Release”), the Company’s earnings outlook for 2004 (“2004 Outlook”) did not take into account the impact of charges associated with the following items that are reflected in the fourth quarter 2004 results: Partial settlement with Northrop Grumman relating to the acquisition of TRW Aeronautical Systems Early conclusion of Boeing 717 production; Additional early retirement of long-term debt in late December 2004 using a portion of the proceeds of the Northrop Grumman partial settlement, which resulted in debt premiums and associated costs greater than the amounts reflected in the 2004 Outlook. The 2004 Outlook also assumed an income tax rate of that was higher than the 22% income tax rate actually reported for the full year 2004. As a result, the Company’s reported income tax expense was less than it would have been had the assumed income tax rate of 31%, less the third quarter 2004 favorable state tax settlement of $6.8 million, been in effect for the full year. The income tax rate of 22% for the full year 2004 reflected favorable state and foreign tax settlements, adjustments related to state income taxes and to the finalization of its 2003 federal tax return, offset in part by additional reserves for certain income tax issues. 10
  • 11. 2004 Outlook The following table is provided solely to assist investors in understanding the charges and tax changes discussed on the preceding slide (page 9). Amounts included in the column under the caption “Reduced Income Tax Rate” are non-GAAP numbers and represent the difference between the full year 2004 income tax expense that would have resulted from application of the 31% income tax rate, less the favorable state tax settlement of $6.8 million announced during the third quarter 2004, assumed in the 2004 Outlook and from application of the 22% income tax rate actually reported for the full year 2004. Management believes that these non-GAAP numbers are useful to investors in understanding the differences between the Company’s 2004 Outlook and its actual 2004 results. Impact of items not included in October 26, 2004 Outlook Northrop Grumman Additional Reduced As Partial Settlement Boeing 717 Debt Premiums Income Total of October 2004 (Dollars in Millions, excluding EPS) Reported Charge Charge and Costs Tax Rate Items Outlook Sales $4,725 $4,700 – 4,750 (high end) Segment operating income Airframe Systems $90 ($9) ($9) $91 – 99 Engine Systems $265 ($11) ($7) ($18) $270 – 280 Electronics Systems $138 ($3) ($3) $132 – 138 Subtotal – Segment operating income $493 ($23) ($7) ($30) $493 - 517 Corporate G&A Costs ($93) -- Other expense - net ($61) ($2) ($2) -- Interest expense - net ($140) -- Income from continuing operations $199 ($23) ($7) ($2) ($32) -- Income tax expense ($43) $8 $3 $1 $10 $22 -- Cumulative effect of change in accounting $16 -- Net Income $172 ($15) ($4) ($1) $10 ($10) $174 - 180 Diluted EPS Continuing operations $1.30 ($0.12) ($0.04) ($0.01) $0.08 ($0.09) $1.32 – 1.37 Cumulative effect of change in $0.13 $0.13 accounting Net income $1.43 ($0.12) ($0.04) ($0.01) $0.08 ($0.09) $1.45-1.50 Weighted average shares 120.3 120.5 11
  • 12. Fourth Quarter 2004 Airframe Systems Segment 4th Quarter 4th Quarter Change Dollars in Millions 2004 2003 $ % Sales $424 $393 $31 8% Segment OI $16 $17 ($1) (3%) % Sales 3.8% 4.2% N/A -0.4% Included above: Facility Closure and ($2) ($1) ($1) N/A Headcount Reductions/Asset Impairment Northrop Grumman Partial Settlement ($9) -- ($9) N/A Major Variances: Sales increased primarily due to:. • Favorable currency translation on non-U.S. dollar sales, primarily in the actuation systems and landing gear businesses, • Higher landing gear commercial OE sales volumes, • Higher commercial aircraft wheel and brake sales volume, and • Higher commercial and military sales of actuation systems. Segment Operating Income • Favorable sales volume, more than offset by: – Charge of $9 million associated with the partial settlement with Northrop Grumman, and – Increased new program development costs, primarily in actuation systems in support of the A380 program. 12
  • 13. A380 Actuation System Current Status Most complex and largest commercial flight control system Joint development and production by multiple Goodrich business units (Actuation Systems, Engine Control Systems, Fuel and Utility Systems, and Power Systems) Combines conventional and electro-hydraulic actuation Lighter weight, improved reliability, and lower total cost Redesign/retrofit program on schedule Redesigned motor drive electronics currently in test phase Expect approved product mid-year Expect retrofit effort to be substantially completed in 2005 Evaluating potential claim against Northrop Grumman Financial impact essentially complete in 2005 13
  • 14. Fourth Quarter 2004 Engine Systems Segment 4th Quarter 4th Quarter Change Dollars in Millions 2004 2003 $ % Sales $517 $447 $70 16% Segment OI $56 $44 $12 28% % Sales 10.8% 9.8% N/A +1.0% Included above: Facility Closure and ($1) -- ($1) N/A Headcount Reductions/Asset Impairment Northrop Grumman Partial Settlement ($11) -- ($11) N/A Boeing 717 charge ($7) -- ($7) N/A PW4000 Charge -- ($15) $15 N/A Major Variances: Sales increased primarily due to : • Higher aerostructures engine OE and U.S. military sales volume, • Higher cargo systems aftermarket sales volume, • Favorable currency translation on non-U.S. dollar sales, primarily in the engine controls business, • Increased sales volume of military original equipment and aftermarket engine controls, and • Higher sales volume of turbine fuel engine components for U.S. military and regional aircraft applications and to the power generation market. Segment Operating Income • Increased due primarily to higher sales volume as described above, • The absence in the fourth quarter 2004 of a $10 million charge associated with early termination of original equipment deliveries of Pratt and Whitney PW4000 engine nacelle components, which was recorded in the fourth quarter 2003. • The increase in Engine Systems segment operating income was partially offset by the following: – Charge of $11 million associated with the partial settlement with Northrop Grumman, – Charge of $7 million for early conclusion of Boeing 717 production, – Increased aerostructures contract costs for certain U.S. military and regional jet applications, and – Increased new program development costs for aerostructures and engine controls. 14
  • 15. Fourth Quarter 2004 Electronic Systems Segment 4th Quarter 4th Quarter Change Dollars in Millions 2004 2003 $ % Sales $321 $290 $31 11% Segment OI $44 $39 $5 14% % Sales 13.8% 13.4% N/A +0.4% Included above: Facility Closure and ($2) ($2) $0 N/A Headcount Reductions/Asset Impairment Northrop Grumman Partial Settlement ($3) -- ($3) N/A Major Variances: Sales • Increased primarily due to: – Higher sales volume of regional and business jet aircraft original equipment and aftermarket products for de- icing & specialty systems, sensor systems, power systems and lighting systems, – Higher military and space original equipment sales in optical and space systems, power systems and sensor systems offsetting lower sales in fuel & utility systems, and – Higher commercial aftermarket sales in aircraft interior products and sensor systems. • Partially offsetting the increase in sales were: – Decreases in sales in the commercial original equipment products for Airbus programs in aircraft interior products, and – Decreases in sales of military and space aftermarket products in most businesses. Segment Operating Income • Increased proportionally with the higher sales volume described above. • Partially offset by: – Charge of $3 million associated with the partial settlement with Northrop Grumman, – Increased investments in research and development costs and bid and proposal costs in an effort to win new programs, and 15 – Operational inefficiencies in propulsion products.
  • 16. Summary Cash Flow Information Item 4th Qtr 4th Qtr (Dollars in Millions) 2004 2003 Net income from continuing operations $37 $23 Net restructuring and consolidation, asset impairments -- ($1) Depreciation and Amortization $58 $56 Working Capital – (increase)/decrease – defined $98 $58 as the sum of A/R, Inventory and A/P Tax refund – received in fourth quarter 2003 -- $52 Other current assets and other non-current assets and $61 $47 liabilities, deferred income taxes and taxes payable Pension contributions ($78) ($21) Cash Flow from Operations* $176 $214 * Included in Cash Flow from Operations Partial settlement with Northrop Grumman $89 -- Cash Payments for Restructuring ($5) ($9) Capital Expenditures ($70) ($50) 16
  • 17. R&D Investment 2004 Total R&D = $348 Million 8 IR&D Funded 7 6 R&D/Sales (%) 5 4 3 2 1 0 1999 2000 2001 2002 2003 2004 Prelim. 17
  • 18. Debt Retirement Progress Since Acquisition of Aeronautical Systems Total $ in Millions $3,500 Debt and QUIPS $3,039 Total Debt $3,000 Cash $146 And QUIPS Total Total Total $2,638 Debt Debt Debt Total And and and Debt QUIPS QUIPS and $2,500 Cash $150 $2,261 QUIPS $2,262 $2,275 QUIPS $2,215 Total Debt Total Debt Total Debt $2,153 $2,135 Total Cash $186 $2,034 Debt Cash $268 Cash $326 Net Debt $1,903 $2,000 and QUIPS Cash $378 Cash $330 Cash $356 Cash $346 $2,893 Net Debt Cash $298 and $1,500 QUIPS $2,488 Net Debt and Net Debt and Net Debt and Net Debt And Net Debt QUIPS $1,823 Net Debt QUIPS QUIPS QUIPS $1,779 Net Debt $1,949 $2,075 $1,994 $1,837 $1,688 Net Debt $1,000 $1,605 $500 $0 10/1/02 12/31/02 03/31/03 06/30/03 09/30/03 12/31/03 03/31/04 06/30/04 09/30/04 12/31/04 Proforma Total debt and QUIPS reduced $1,136M or 37%; Net debt and QUIPS reduced $1,288M or 45% Note: See page 30 for definitions of Total Debt and Net Debt and a detailed calculation of these measures as of the dates indicated. 18
  • 19. Sales by Market Channel 19
  • 20. Full Year 2004 Sales by Market Channel Total Sales $4,725M Total Military and Space Other Total Commercial OE 6% 30% 29% Boeing Commercial OE 8% Airbus Commercial OE 15% Military & OE Space, OE & Aftermarket 30% Regional, Business & Gen. AM Av. OE 6% Large Commercial Aircraft Heavy A/C Aftermarket Maint. 25% 3% Regional, Business & General Aviation Total Commercial Aftermarket Aftermarket 7% 35% 20 Balanced business mix – three major market channels, each with 2004 growth
  • 21. Sales by Market Channel 2004 Change Analysis Actual GR Change Comparisons Primary Full Year 2004 4th Qtr 2004 Market Channel Market Drivers vs. Full Year vs. 4th Qtr 2003 2003 Military and Space – US, UK OE and Aftermarket Defense 8% 14% Budgets Boeing and Airbus – Aircraft 4% 12% OE Production Deliveries Regional, Business & Aircraft 27% 37% General Aviation - OE Deliveries Aftermarket – Large ASMs, Age, Commercial and Regional, Cycles, Fleet 8% 7% Business and GA size Heavy Airframe Maintenance Aircraft aging, 2% 7% Parked Fleet Other Various 5% 6% Goodrich Total Sales 8% 12% 21
  • 23. Expectations for Goodrich 2005 Sales Average Expected Growth 2004 Sales Sales by Market Channel Mix 2004 Actual 2005 Expected Change Change Military and Space – Low Single 30% 8% OE and Aftermarket Digit Growth Boeing and Airbus – 23% 4% Approx. 12% OE Production Regional, Business & General 6% 27% Approx. Flat Aviation - OE Aftermarket – Large Commercial 32% 8% Approx. 5% and Regional, Business and GA Heavy Airframe Maintenance 3% 2% >10% Other 6% 5% Flat Goodrich Total Sales $4.7B 8% $5.0 – $5.1B 23
  • 24. 2005 Outlook P&L Summary ($M) Actual Estimate 2004 2005 B/(W) Sales $4.725B $5.0-5.1B +6-8% Segment Income $493 $555-585 +13-19% Margin % 10.4% 11.0-11.5% +0.6 – 1.1% Net Income $172 $195-220 +13 - 28% EPS (Diluted) - Continuing Operations $1.30 $1.60-1.80 +23 - 38% - Reported $1.43 $1.60-1.80 +12 - 26% Shares Outstanding 120.3M ~ 122.5M ~ 2% Strong sales and earnings growth Note: The current earnings and cash flow from operations outlook for 2005 does not include any premiums and associated costs, or interest expense savings, related to early retirement of debt during 2005 or resolution of the previously disclosed Rohr and Coltec tax litigation. 24
  • 25. 2005 Outlook - Pension Assumptions (All Plans: Qualified & Non-Qualified) Pension Expense Pension Contributions $M Pension assumptions: 150 Actual Actual Estimate 2003 2004 2005 $128 Asset Returns 125 - U.S. 9.00% 9.0% 9.0% - U.K. 8.50% 8.5% 8.5% Discount Rate 100 $88 $87 Flat - U.S. 6.875% 6.25% 5.875% ~ $50 - U.K. 6.0% 5.75% 5.50% to $75 75 $63 No smoothing of asset returns for 80% of plans 2005 expense based on 12/31/04 50 measurement date, plan assets at FMV ($2.5B) No required contributions for 2005 25 Significant voluntary contributions still projected as part of plan to return to full funding 0 Portion of previously expected 2005 contributions accelerated to 2004 2003 Act 2004 Act 2005 Est 25
  • 26. 2005 Outlook Foreign Exchange Considerations Goodrich foreign currency exposure Approx. 85-90% of sales in US dollars Approx. 70-75% of pre-tax costs in US dollars Euro, Pound and Canadian $ represent >98% of exposure Exposure increased with Aeronautical Systems acquisition due to significant European manufacturing presence Goodrich 2005 exposure Currently hedged on about 90% of 2005 expected exposure Unhedged portion subject to FX rate fluctuations until hedged or realized Expect $20 – 25 million negative impact to pre-tax income, versus 2004 – included in current outlook Active programs to reduce net exposure (outsourcing, contract terms) 26
  • 27. Goodrich – Culture Highest levels of integrity Entrepreneurial, fast moving and empowered Key functions recently aligned at enterprise level to leverage size, capabilities Experienced, stable management team Accountability Customer focus Technology leadership 27
  • 28. Goodrich – Strategic Imperatives Top Quartile Aerospace Returns Conclusion Leverage the Operational Balanced Growth Enterprise Excellence Use portfolio mass and Manage investments at the Push aggressive Supply breadth to capture market portfolio level Chain Management and share Provide Enterprise Shared Continuous Improvement Win new program positions Services Drive breakthrough change Pursue Military Markets and Leverage SBU capabilities into in product and development Government funding integrated, higher level costs using LPD and DFSS opportunities systems Improve Enterprise Aftermarket products and Simplify customer interfaces – manufacturing and services expansion act as “One Company” engineering efficiencies 28
  • 29. What Investors Should Expect from Goodrich in 2005 Key focus in 2005 – operational excellence and margin improvement Complete redesign effort, and substantially complete the retrofit, for A380 actuators Focused on the business • “Blocking and Tackling” - Cash flow - Margin improvement - Actuation business operational improvement - Working capital management - Cost reduction • New product development - Continue investing in new products and systems Continue to reduce leverage Target $150 - $200 million debt retirement Transparency of financial results and disclosure 29
  • 30. Supplemental Information Goodrich Corporation Reconciliation of Debt Retirement to GAAP Financial Measures Adjustments Pro-forma 9/30/2002 to get to Pro-forma* 10/1/2002 12/31/2002 3/31/2003 6/30/2003 9/30/2003 12/31/2003 3/31/2004 06/30/04 09/30/04 12/31/2004 Pre-positioned Elements of Total Debt Cash Bridge Loan Short-term bank debt $ 284.0 $ (200.0) $ 1,500.0 $ 1,584.0 $ 379.2 $ - $ - $ - $ 2.7 $ 2.7 $ 2.0 $ 1.0 $ 1.0 Current maturities of long-term debt and capital lease obligations $ 3.5 $ - $ - $ 3.5 $ 3.9 $ 3.6 $ 3.5 $ 4.3 $ 75.6 $ 9.6 $ 63.4 $ 2.3 $ 2.4 Long-term debt and capital lease obligations $ 1,326.5 $ - $ - $ 1,326.5 $ 2,129.0 $ 2,132.1 $ 2,133.2 $ 2,144.1 $ 2,136.6 $ 2,140.7 $ 2,069.9 $ 2,030.6 $ 1,899.4 Total Debt $ 1,614.0 $ (200.0) $ 1,500.0 $ 2,914.0 $ 2,512.1 $ 2,135.7 $ 2,136.7 $ 2,148.4 $ 2,214.9 $ 2,153.0 $ 2,135.3 $ 2,033.9 $ 1,902.8 Adjustments: Manditory redeemable preferred securities of trust (QUIPS) - current $ - $ - $ - $ - $ - $ - $ - $ 63.0 $ - $ - $ - $ - $ - Manditory redeemable preferred securities of trust (QUIPS) $ 125.3 $ - $ - $ 125.3 $ 125.4 $ 125.5 $ 125.6 $ 63.5 $ - $ - $ - $ - $ - Total debt + QUIPS $ 1,739.3 $ (200.0) $ 1,500.0 $ 3,039.3 $ 2,637.5 $ 2,261.2 $ 2,262.3 $ 2,274.9 $ 2,214.9 $ 2,153.0 $ 2,135.3 $ 2,033.9 $ 1,902.8 Cash and cash equivalents $ 346.3 $ (200.0) $ - $ 146.3 $ 149.9 $ 185.8 $ 267.8 $ 325.9 $ 378.4 $ 329.5 $ 356.4 $ 345.5 $ 297.9 Net Debt + QUIPS** $ 1,393.0 $ - $ 1,500.0 $ 2,893.0 $ 2,487.6 $ 2,075.4 $ 1,994.5 $ 1,949.0 $ 1,836.5 $ 1,823.5 $ 1,778.9 $ 1,688.4 $ 1,604.9 * In late September 2002, the company utilized short-term debt of $200 million to preposition certain funds necessary for the acquisition of TRW Aeronautical Systems. This short-term debt was repaid on October 1, 2002 with a portion of the proceeds from the $1.5 billion bridge loan secured to finance the entire purchase. Accordingly, on October 1, 2002, cash was reduced by $200 million. **Total Debt (defined as short-term debt plus current maturities of long-term debt and capital lease obligations plus long-term debt and capital lease obligations) and Net Debt (defined as Total Debt minus cash and cash equivalents) are non-GAAP financial measures that the Company believes are useful to rating agencies and investors in understanding the Company’s capital structure and leverage. Because all companies do not calculate these measures in the same manner, the Company's presentation may not be comparable to other similarly titled measures reported by other companies. *** QUIPS included in Current maturities of long-term debt and capital lease obligations as of December 31, 2003. 30