UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

 

FORM 10–K

 

ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2004
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 1-8472

 

Hexcel Corporation

(Exact name of registrant as specified in its charter)

 

 

281 Tresser Boulevard

Stamford, Connecticut  06901

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code:  (203) 969-0666

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Name of each exchange on which registered
COMMON STOCK		NEW YORK STOCK EXCHANGE
		PACIFIC STOCK EXCHANGE

 

Securities registered pursuant to Section 12(g) of the Act:

 

7% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2011

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    ý     No    o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes        ý          No            o

 

The aggregate market value of the registrant’s common stock held by non-affiliates was $280,246,735 based on the reported last sale price of common stock on June 30, 2004, which is the last business day of the registrants most recently completed second fiscal quarter.

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class		Outstanding as of March 8, 2005
COMMON STOCK		53,942,254

 

Documents Incorporated by Reference:

Proxy Statement for Annual Meeting of Stockholders (to the extent specified herein) – Part III.

 

 

PART I

 

ITEM 1.  Business.

 

General Development of Business

 

Hexcel Corporation, founded in 1946, was incorporated in California in 1948, and reincorporated in Delaware in 1983.  Hexcel Corporation and its subsidiaries (herein referred to as “Hexcel” or “the Company”), is a leading developer and manufacturer of advanced structural materials.  The Company develops, manufactures, and markets lightweight, high-performance reinforcement products, composite materials and composite structures for use in the commercial aerospace, industrial, space and defense, and electronics markets.  The Company’s products are used in a wide variety of end products, such as commercial and military aircraft, space launch vehicles and satellites, soft body armor, wind turbine blades, printed wiring boards, high-speed trains and ferries, cars and trucks, window blinds, bikes, skis and a wide variety of other recreational equipment.

 

The Company serves international markets through manufacturing facilities and sales offices located in the United States and Europe, and through sales offices located in the Pacific Rim and Australia.  The Company is also an investor in four joint ventures; one of which manufactures and markets reinforcement products in the United States; one of which manufactures and markets composite materials in Japan; and two of which manufacture composite structures and interiors in Asia.

 

Narrative Description of Business and Business Segments

 

Hexcel is a vertically integrated manufacturer of products within a single industry:  Advanced Structural Materials.  Hexcel’s advanced structural materials business is organized around three strategic business segments: Reinforcements, Composites, and Structures.

 

Reinforcements

 

The Reinforcements business segment manufactures and markets industrial fabrics and other specialty reinforcement products.  The following table identifies the Reinforcements business segment’s principal products and examples of the primary end-uses:

 

 

BUSINESS SEGMENT		PRODUCTS		PRIMARY END-USES
REINFORCEMENTS		Industrial Fabrics and Specialty Reinforcements		•     Structural materials and components used in aerospace, defense, wind energy, automotive, marine, recreation and other industrial applications
				•     Raw materials for prepregs and honeycomb
				•     Soft body armor and other security applications
				•     Electronic applications, primarily high-technology printed wiring board substrates
				•     Solar protection and other architectural applications
				•     Civil engineering and construction applications

 

Industrial Fabrics and Specialty Reinforcements:  Industrial fabrics and specialty reinforcements are made from a variety of fibers, including carbon, aramid and other high strength polymers, several types of fiberglass, quartz, ceramic and other specialty fibers.  These reinforcement products are used internally by Hexcel’s Composites business segment and sold to third-party customers for use in a wide range of applications, which are categorized below by the Company in order of size. Revenues derived from “Reinforcements for Composites” include both third-party customer sales and internal sales to the Composites business segment.  Third-party revenues from “Ballistics” are larger than from “Reinforcements for Composites”:

 

•                  Reinforcements for Composites:  Hexcel manufactures fabrics and specialty reinforcements that are used to make advanced composite materials and structures for the commercial and military aerospace industries.  These reinforcements are used in primary and secondary structural applications such as wing components, horizontal and vertical stabilizer components, fairings, radomes and engine nacelles as well as overhead storage bins and other interior components.  Hexcel reinforcements are also used in the manufacture of a variety of industrial and recreational products such as wind energy blades, automotive components, boats, surfboards, skis and other sporting goods equipment and certain civil engineering and construction applications. Products from this category are also used extensively as raw materials for prepregs and honeycomb manufactured by the Composites business segment.

 

•                  Ballistics:  Hexcel manufactures reinforcement fabrics used in ballistic applications such as soft body

 

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armor, helmets, blankets and panels.  These products offer bullet, fragment and puncture resistance and are used worldwide by military services, government agencies, police departments and prison systems.  The Company also manufactures Hexform VIP^TM, a composite armor system used for ballistic protection in vehicle doors and panels.

 

•                  Electronics:  Hexcel’s fiber glass fabrics are used to manufacture the substrate materials for printed wiring boards.  The Company focuses on high-technology multilayer and other specialty boards that are used in electronics applications such as high-end computers, advanced networking telecommunications and cable television equipment and certain automotive components.

 

•                  Architectural:  Hexcel manufactures engineered fabrics used in solar protection and other specialty architectural applications.

 

•                  General Industrial: Hexcel reinforcement products are also used in a variety of general industry applications including wall coverings, window shades, movie screens, insulating and binding tapes for cables and wires, and automotive components.

 

Reinforcements

 

KEY CUSTOMERS		MANUFACTURING FACILITIES
Armor Holdings		Anderson, SC
Composites One		Decines, France
Cytec Engineered Materials		Les Avenieres, France
DHB Industries		Seguin, TX
Endicott Interconnect Technologies		Statesville, NC
Isola Laminate Systems		Washington, GA
Nelco
Polyclad Laminates
Rogers Corporation

 

The Reinforcements business segment’s net sales to third party customers were $319.4 million in 2004, $232.8 million in 2003, and $217.9 million in 2002, which represented approximately 30%, 26% and 26% of the Company’s net sales, respectively.  In addition, approximately 24%, 26% and 24% of the Company’s total production of reinforcement products was used internally to manufacture composite materials in 2004, 2003, and 2002, respectively.

 

The Reinforcements business segment also has a 50% equity ownership interest in TechFab LLC (“TechFab”), headquartered in the United States.  TechFab manufactures non-woven reinforcement materials used in the manufacture of construction and roofing materials, sail cloth and other specialty applications.  TechFab revenues were approximately $30 million in 2004.  At December 31, 2004, Hexcel had an equity investment balance in TechFab of $5.7 million.  Hexcel has no significant exposure to loss in connection with this joint venture.

 

Composites

 

The Composites business segment manufactures and markets carbon fibers, prepregs, structural adhesives, honeycomb, specially machined honeycomb parts and composite panels, fiber reinforced thermoplastics, moulding compounds, polyurethane systems, gel coats and laminates.

 

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The following table identifies the Composites business segment’s principal products and examples of the primary end-uses:

 

BUSINESS SEGMENT		PRODUCTS		PRIMARY END-USES
COMPOSITES		Carbon Fibers		•        Raw materials for fabrics and prepregs
				•        Filament winding for various space, defense and industrial applications
		Prepregs and Other		•        Composite structures
		Fiber-Reinforced		•        Commercial and military aircraft components
		Matrix Materials		•        Satellites and launchers
				•        Aeroengines
				•        Wind turbine rotor blades
				•        Yachts, trains and performance cars
				•        Skis, snowboards, hockey sticks, tennis rackets and bicycles
		Structural Adhesives		•        Bonding of metals, honeycomb and composite materials
				•        Aerospace, ground transportation and industrial applications
		Honeycomb,		•        Composite structures and interiors
		Honeycomb Parts &		•        Semi-finished components used in:
		Composite Panels		Helicopter blades
				Aircraft surfaces (flaps, wing tips, elevators and fairings)
				High-speed ferries, truck and train components
				Automotive components and impact protection

 

Carbon Fibers: Magnamite^® carbon fibers are manufactured for sale to third party customers and for use by Hexcel in manufacturing certain reinforcements and composite materials.  Carbon fibers are woven into carbon fabrics, used as reinforcement in conjunction with a resin matrix to produce pre-impregnated composite materials (referred to as “prepregs”) and used in filament winding and advanced fiber placement to produce finished composite components.  Key product applications include structural components for commercial and military aircraft, space launch vehicles, wind blade components, and certain other applications such as recreational equipment.

 

Prepregs:  HexPly^® prepregs are manufactured for sale to third party customers and for use in manufacturing composite laminates and monolithic structures, including finished components for aircraft structures and interiors.  Prepregs are manufactured by combining high performance reinforcement fabrics or unidirectional fibers with a resin matrix to form a composite material with exceptional structural properties not present in either of the constituent materials.  Reinforcement fabrics used in the manufacture of prepregs include glass, carbon, aramid, quartz, ceramic and other specialty reinforcements.  Resin matrices include bismaleimide, cyanate ester, epoxy, phenolic, polyester, polyimide and other specialty resins.

 

Other Fiber-Reinforced Matrix Materials:  New fiber reinforced matrix developments include HexMC^®, a carbon fiber epoxy sheet moulding compound that enables small to medium sized composite components to be mass produced.  Hexcel’s HexFIT^® film infusion material is a product that combines resin films and dry fiber reinforcements to save lay-up time in production and enables the manufacture of large contoured composite structures, such as wind turbine blades.  Resin Film Infusion and Resin Transfer Moulding products are enabling quality aerospace components to be manufactured using highly cost-effective processes.

 

Structural Adhesives:  Hexcel manufactures and markets a comprehensive range of Redux^â film and paste adhesives.  These structural adhesives, which bond metal to metal and composites and honeycomb structures, are used in the aerospace industry and for many industrial applications.

 

Honeycomb, Honeycomb Parts and Composite Panels: HexWeb^® honeycomb is a lightweight, cellular structure generally composed of nested hexagonal cells.  The product is similar in appearance to a cross-sectional slice of a beehive.  It can also be manufactured in asymmetric cell configurations for more specialized applications.  Honeycomb is primarily used as a lightweight core material and acts as a highly efficient energy absorber.  When sandwiched between composite or metallic facing skins, honeycomb significantly increases the stiffness of the structure, while adding very little weight.

 

Hexcel produces honeycomb from a number of metallic and non-metallic materials.  Most metallic honeycomb is made from aluminum and is available in a selection of alloys, cell sizes and dimensions.  Non-metallic materials used in the manufacture of honeycomb include fiberglass, carbon fiber, thermoplastics, non-flammable aramid papers, aramid fiber and other specialty materials.

 

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Hexcel sells honeycomb as standard blocks and in slices cut from a block.  Honeycomb is also supplied as sandwich panels, with facing skins bonded to either side of the core material.  Hexcel also possesses advanced processing capabilities that enable the Company to design and manufacture complex fabricated honeycomb parts and bonded assemblies to meet customer specifications.

 

Aerospace is the largest market for honeycomb products.  Hexcel also sells honeycomb for non-aerospace applications including automotive parts, high-speed trains and mass transit vehicles, energy absorption products, marine vessel compartments, portable shelters, and other industrial uses.  In addition, the Company produces honeycomb for its Structures business segment for use in manufacturing finished parts for airframe Original Equipment Manufacturers (“OEMs”).

 

Composites

 

KEY CUSTOMERS		MANUFACTURING FACILITIES
Alenia		Casa Grande, AZ
Alliant Techsystems		Dagneux, France
BAE Systems		Decatur, AL
The Boeing Company		Duxford, England
Bombardier		Linz, Austria
CFAN		Livermore, CA
CTRM Aero Composites		Parla, Spain
Cytec Engineered Materials		Pottsville, PA
Durakon Industries		Salt Lake City, UT
EADS (Airbus)		Welkenraedt, Belgium
Easton
Embraer-Empresa
Gamesa
GKN
Goodrich
Lockheed Martin
Northrop Grumman
Snecma
United Technologies
Vestas

 

In January 2004, the Company announced the consolidation of activities of its Livermore, California facility into its other manufacturing facilities, principally into its Salt Lake City, Utah plant.  The Livermore, California facility will continue to operate until the Company has successfully transferred its production from Livermore to its other manufacturing facilities.

 

The Composites business segment’s net sales to third party customers were $683.9 million in 2004, $584.8 million in 2003 and $532.4 million in 2002, which represented approximately 64%, 65% and 62% of the Company’s net sales, respectively.  Net sales for Composites are highly dependent the number of large commercial aircraft produced as further discussed under the captions “Significant Customers,” “Markets” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In addition, about 3% of the Company’s total production of composite materials was used internally by the Reinforcements and Structures business units.

 

The Company also owns a 45% equity interest in DIC-Hexcel Limited (“DHL”), a joint venture with Dainippon Ink and Chemicals, Inc. (“DIC”).  This Composites joint venture is located in Komatsu, Japan, and produces and sells prepregs, honeycomb and decorative laminates using technology licensed from Hexcel and DIC.  Revenues of DHL for the twelve months ended December 31, 2004 were $10.2 million. Due to DHL’s recognition of net losses in prior years, no equity investment balance remains for DHL at December 31, 2004. As of December 31, 2004, Hexcel had no significant exposures to loss relating to this joint venture. On January 20, 2005, Hexcel entered into a letter of awareness whereby Hexcel became contingently liable to pay DIC up to $1.8 million with respect to DHL’s new debt obligations under certain circumstances.

 

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Structures

 

The Structures business segment manufactures and markets composite structures for use in the aerospace industry.  Composite structures are manufactured from a variety of composite and other materials, including prepregs, honeycomb and structural adhesives, using such manufacturing processes as autoclave processing, multi-axis numerically controlled machining, heat forming and other composite manufacturing techniques.  Composite structures include such items as aerodynamic fairings, wing panels and other aircraft components.

 

The following table identifies the Structures business segment’s principal products and examples of the primary end-uses:

 

BUSINESS SEGMENT		PRODUCTS		PRIMARY END-USES
STRUCTURES		Composite Structures		•        Aircraft structures and finished aircraft components, including:
				Wing to body fairings
				Wing panels
				Flight deck panels
				Door liners
				Helicopter blade tip caps

 

The Structures business segment’s net sales to third party customers were $71.2 million in 2004, $79.3 million in 2003 and $100.5 million in 2002, which represented approximately 6%, 9% and 12% of the Company’s net sales, respectively.  The revenue decline in the Structures business segment reflects the decline in The Boeing Company’s (“Boeing”) commercial aircraft production over the period and the continued transition of composite part fabrication work to its Asian joint ventures.

 

The Structures business unit has equity investments in two Asian joint ventures.  They consist of BHA Aero Composite Parts Co., Ltd. (“BHA Aero”) and Asian Composites Manufacturing Sdn. Bhd. (“Asian Composites”).

 

In 1999, Hexcel formed BHA Aero with Boeing International Holdings, Ltd. (“Boeing International”) and Aviation Industries of China (now known as China Aviation Industry Corporation I) to manufacture composite parts for secondary structures and interior applications for commercial aircraft.  This joint venture is located in Tianjin, China. During the fourth quarter of 2004, BHA Aero and its equity owners (Hexcel, Boeing International and China Aviation Industry Corporation 1 (“AVIC”)) reached agreement on a re-capitalization of BHA and a refinancing of BHA’s third party loans.  Pursuant to the terms of the agreement, Hexcel and Boeing International agreed to purchase newly issued registered capital of BHA for $7.5 million in cash, resulting in an increase in each of their respective ownership interests from 33.33% to 40.48%.  Upon the completion of the equity investment, BHA will refinance its existing bank loans with a new five year bank term loan.  The new five year bank term loan will be supported by guarantees from Boeing and AVIC.  In addition, as part of the refinancing, Hexcel has agreed to reimburse Boeing and AVIC for a proportionate share of the losses they would incur if their guarantees of the new bank loan were to be called, up to a limit of $6.2 million.  Upon completion of the refinancing, Hexcel’s standby letter of credit of $11.1 million, which supports BHA’s current bank loan, would terminate and would not be reissued.  On January 19, 2005, Hexcel and Boeing International made their respective cash equity investments of $7.5 million in BHA.  The refinancing of BHA’s bank debt was completed on January 26, 2005 and Hexcel’s standby letter of credit terminated on February 15, 2005.

 

Also in 1999, Hexcel formed Asian Composites with Boeing Worldwide Operations Limited, Sime Link Sdn. Bhd., and Malaysia Helicopter Services Bhd. (now known as Naluri Berhadto), to manufacture composite parts for secondary structures for commercial aircraft.  Hexcel has a 25% equity ownership interest in this joint venture, which is located in Alor Setar, Malaysia.

 

Under the terms of the joint venture agreements, Hexcel and Boeing have transferred the manufacture of certain semi-finished composite components to these joint ventures.  Additional work will be transferred in 2005.  Hexcel purchases the semi-finished composite components from the joint ventures, inspects and performs additional skilled assembly work before delivering them to Boeing.  The joint ventures also manufacture composite components for other tier 1 aircraft component manufacturers.  During 2004, these Asian joint ventures had combined revenues of $28.0 million.

 

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Structures

 

KEY CUSTOMERS		MANUFACTURING FACILITY
Boeing		Kent, WA
Mitsubishi Heavy Industries		Tianjin, China (JV)
Sikorsky		Alor Setar, Malaysia (JV)

 

Financial Information About Business Segments and Geographic Areas

 

Financial information and further discussion of Hexcel’s business segments and geographic areas, including external sales and long-lived assets, are contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 20 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.

 

Significant Customers

 

Approximately 19.3%, 22.7% and 23.9% of Hexcel’s 2004, 2003 and 2002 net sales, respectively, were to The Boeing Company (“Boeing”) and related subcontractors.  Of the 19.3% of sales to Boeing and its subcontractors in 2004, 13.0% related to commercial aerospace market applications and 6.3% related to space and defense market applications.  Approximately 20.7%, 19.6% and 16.3% of Hexcel’s 2004, 2003 and 2002 net sales, respectively, were to European Aeronautic Defence and Space Company (“EADS”), including its business division Airbus Industrie (“Airbus”), and its subcontractors.  Of the 20.7% of sales to EADS and its subcontractors in 2004, 17.5% related to commercial aerospace market applications and 3.2% related to space and defense market applications.

 

(in millions)		2004				2003			2002
Commercial:
Boeing and subcontractors		$		139.5		$	137.8		$	145.3
EADS and subcontractors		187.7				145.7			120.9
Total		$	327.2			$	283.5		$	266.2
Space and Defense:
Boeing and subcontractors		$	67.4			$	65.4		$	57.6
EADS and subcontractors		34.4				30.2			17.5
Total		$	101.8			$	95.6		$	75.1

 

Note:      Certain prior years’ revenues have been reclassified to conform to the 2004 presentation.

 

Markets

 

Hexcel’s products are sold for a broad range of end uses.  The following tables summarize net sales to third-party customers by market and by geography for each of the three years ended December 31:

 

		2004		2003		2002
Net Sales by Market
Commercial aerospace		43	%	43	%	46	%
Industrial		33		31		30
Space and defense		18		20		17
Electronics		6		6		7
Total		100	%	100	%	100	%

 

Net Sales by Geography (a)
United States		49	%	48	%	50	%
U.S. exports		7		8		8
Europe		44		44		42
Total		100	%	100	%	100	%

 

(a)       Net Sales by Geography based on the location in which the sale was manufactured.

 

Note:      Certain prior years’ revenues have been reclassified to conform to the 2004 presentation.

 

Commercial Aerospace

 

The commercial aerospace industry is the largest user of advanced structural materials.  The economic benefits airlines can obtain from weight savings in both fuel economy and aircraft range, combined with the design

 

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enhancement that comes from the advantages of advanced structural materials over traditional materials, have caused the industry to be the leader in the use of these materials.  While military aircraft and space craft have championed the development of these materials, commercial aerospace has had the greater consumption requirements and has commercialized the use of these products.   Accordingly, the demand for advanced structural material products is closely correlated to the demand for commercial aircraft.

 

The use of advanced structural materials in commercial aerospace is primarily in the manufacture of new commercial aircraft.  The aftermarket for these products is very small as many of these materials are designed to last for the life of the aircraft.  The demand for new commercial aircraft is driven by two principal factors, the first of which is airline passenger traffic (the number of revenue passenger miles flown by the airlines) which affects the required size of airline fleets.  According to industry sources, passenger traffic has grown at an annual compound rate of 5.3% in the period 1974 to 2003. Global economic conditions cause actual passenger traffic growth to fluctuate from year to year, but passenger traffic has only declined on two occasions since 1969: 1991 and 2001to 2003.  While the tragic events of September 11, 2001 caused the decline in air travel and thereby passenger traffic, 2004 traffic figures suggest that the industry is returning to a 5% annual compound growth rate.  Growth in passenger traffic requires growth in the size of the fleet of commercial aircraft operated by airlines worldwide.

 

The second factor, which is less sensitive to the general economy, is the replacement and retrofit rates for existing aircraft.  The rate of retirement and refurbishment of passenger and freight aircraft, resulting mainly from obsolescence, is determined in part by the regulatory requirements established by various civil aviation authorities worldwide as well as public concern regarding aircraft age, safety and noise.  These rates may also be affected by the desire of the various airlines to improve operating costs with higher payloads and more fuel-efficient aircraft, which in turn is influenced by the price of fuel.  When aircraft are retired from commercial airline fleets, they may be converted to cargo freight aircraft or scrapped.

 

Each new generation of commercial aircraft has used increasing quantities of advanced structural materials, replacing metals.  This follows the trend previously seen in military fighter aircraft where advanced structural materials may now exceed 50% of the weight of the airframe.  The most recently launched commercial aircraft programs continue the trend of increasing usage of advanced structural materials.  For instance, Airbus has indicated that the A380 is being built with 22% advanced structural materials by weight.  The first A380 aircraft are already in production with the first flight planned for 2005 and deliveries anticipated to start in 2006 following the certification of the aircraft.  Hexcel has successfully contracted with its customers to supply a significant amount of the advanced structural materials for the initial production of this aircraft and is completing the qualification of its products.  During 2003, Boeing announced its plan to develop and launch the Boeing 787 which it targeted to utilize an even greater percentage content of advanced structural materials.  In December 2004, Airbus announced its plan to develop and sell the A350 aircraft with a greater expected percentage content of advanced structured materials than its A380 aircraft.

 

This trend continues to expand the market opportunity for advanced structural materials, and Hexcel and other composite materials manufacturers are developing a wide range of materials to meet the challenges of new commercial aircraft programs.  In undertaking the design of new aircraft, manufacturers select the materials of construction based upon the database of prior usage, where an existing material will meet its performance requirements, and from new products developed by their suppliers, where a new material is required.  While Boeing has chosen an existing product from another supplier to use as the advanced structural material product form for the wings and fuselage of the Boeing 787, the remaining opportunities for advanced structural materials are significant, and the Boeing 787 will likely be an important aircraft for Hexcel. The benefit Hexcel ultimately derives from new aircraft programs depends upon a number of factors, including the design requirements of its customers, the suitability of the Company’s products to meet those requirements, the competitive position of the Company’s products against similar products offered by competitors, and the requirements awarded to the Company by its customers.

 

Reflecting the demand factors noted above, the number of commercial aircraft delivered by Boeing and Airbus declined by 31% from 1993 to 1995.  At the lowest point during this period, Boeing and Airbus reported combined deliveries of 380 aircraft.  Beginning in 1996, however, aircraft deliveries by Boeing and Airbus began to rise, growing to a combined record peak of 914 aircraft in 1999.  Although relatively stable in 2000 and 2001, combined aircraft deliveries declined to 684 aircraft in 2002 and further declined to 586 aircraft in 2003.  Commercial aircraft deliveries increased modestly to 605 aircraft in 2004.

 

In light of the tragic events that occurred on September 11, 2001 and the negative impact on passenger traffic and airline profitability, the deferral of existing commercial aircraft orders by airlines as well as a reduction in new orders caused Boeing and Airbus to significantly reduce their production and delivery of commercial aircraft in 2002 and 2003 compared to 2001.  The impact of such changes on Hexcel is typically influenced by two factors:

 

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the mix of aircraft produced and the inventory supply chain effects of reduced aircraft production.  The dollar value of Hexcel’s materials varies by aircraft type – twin aisle aircraft use more Hexcel materials than narrow body aircraft and newer designed aircraft use more Hexcel materials than older generations.  On average, Hexcel delivers products into the supply chain about six months prior to aircraft delivery.  Depending on the product, orders placed with Hexcel are received anywhere between one and eighteen months prior to delivery of the aircraft to the customer.  With the impact of the reduction in demand for commercial aircraft following September 11, 2001, the Company’s annual commercial aerospace revenues declined approximately 28% from 2001 to 2003.  With the prospect of increased aircraft deliveries in 2005 and the initial ramp up of production of the A380, Hexcel’s commercial aerospace revenues increased by approximately 19% in 2004.

 

Set forth below are historical deliveries as announced by Boeing and Airbus:

 

		1993		1994		1995		1996		1997		1998		1999		2000		2001		2002		2003		2004
Boeing (including  McDonnell Douglas)		409		312		256		271		375		563		620		491		527		381		281		285
Airbus		138		123		124		126		182		229		294		311		325		303		305		320
Total		547		435		380		397		557		792		914		802		852		684		586		605

 

Commercial aerospace represented 43% of Hexcel’s 2004 net sales.  Approximately 70% of these revenues can be identified by the Company as sales to Boeing, Airbus and their subcontractors for the production of new large commercial aircraft.  The balance of the Company’s commercial aerospace sales are related to regional and business aircraft manufacture, the production of aircraft engines and nacelles (the casing that contains the engine on an aircraft wing), and other commercial aircraft applications.  Regional aircraft production has also increased over time, but does not directly follow the cycle of large commercial aircraft deliveries. These applications also exhibit increasing utilization of composite materials with each new generation of aircraft.

 

Industrial Markets

 

Hexcel groups under this market segment its revenues from applications for its products outside the aerospace and electronics markets.  A number of these applications represent emerging opportunities for the Company’s products.  In developing new applications, the Company seeks those opportunities where advanced structural material technology offers significant benefits to the end user, often applications that demand high physical performance.  Within this segment, the major end market sub-segments include in order of size ballistics (e.g., soft body armor), wind energy, recreational equipment (e.g., bicycles, snowboards, tennis rackets and hockey sticks), and surface transportation (e.g., automobiles, mass transit and high-speed rail, and marine applications).  Hexcel’s participation in these market applications is a valuable complement to its commercial and military aerospace businesses, and the Company is committed to pursuing the utilization of advanced structural material technology where industrial customers can generate significant value.

 

Space and Defense

 

The space and defense markets have historically been innovators in the use of, and sources of significant demand for, advanced structural materials.  The aggregate demand by space and defense customers is primarily a function of procurement of military aircraft that utilize advanced structural materials by the United States and certain European governments.  The Company is currently qualified to supply materials to a broad range of over 80 military aircraft and helicopter programs.  These programs include the F/A-18E/F Hornet, the F-22 Raptor, and the Eurofighter/Typhoon, as well as the C-17, the V-22 Osprey tiltrotor aircraft, and the Blackhawk, Tiger and NH90 helicopters.  In addition, there are new programs in development such as the F-35 (Joint Strike Fighter or “JSF”) and the EADS A400M military transport planned to enter production later in the decade.  The benefits that the Company obtains from these programs will depend upon which ones are funded and the extent of such funding.  Space applications for advanced structural materials include solid rocket booster cases, fairings and payload doors for launch vehicles, and buss and solar arrays for military and commercial satellites.  The production of both launch vehicles and satellites has declined in recent years from a peak in the late 1990s.

 

Contracts for military and some commercial programs contain provisions for termination at the convenience of the U.S. government or the buyer.  For example, the Department of Defense announced the cancellation of the RAH-66 Comanche program on February 23, 2004. The prime contractors for these programs flow down these provisions to materials suppliers such as the Company.  In the case of such a termination, Hexcel is entitled to recover reasonable costs incurred plus a provision for profit on the incurred costs.  In addition, according to the terms of a contract, the Company may be subject to U.S. government cost accounting standards in accordance with applicable Federal Acquisition Regulations.

 

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Electronics

 

The Company is one of the largest Western producers of high-quality, lightweight fiberglass fabrics used in the fabrication of printed wiring substrates.  Our focus is on high-technology multilayer and other specialty boards that are used in electronics applications such as high-end computers, advanced networking and telecommunications and certain automotive components.

 

Starting in the first quarter of 2001, the electronics industry experienced a severe downturn, and a corresponding inventory correction began working its way through the supply chain significantly impacting demand for fiberglass fabric substrates.  As the downturn continued through 2002 and 2003, competition intensified for the business that remained and pricing pressure increased because of excess production capacity throughout the industry.  Meanwhile, the migration of electronics equipment production from the U.S. to Asia accelerated, placing additional pressure on the Company’s electronics business.  To respond to these market changes, the Company restructured its operations, focusing its activities on those applications demanding higher performing materials while continuing to serve the needs of its existing key customers. Despite some improvement in overall electronics market conditions during 2004, the Company remains focused on high-technology and specialty applications for its electronics materials.

 

Further discussion of Hexcel’s markets, including certain risks, uncertainties and other factors with respect to “forward-looking statements” about those markets, is contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Backlog

 

In recent years, Hexcel’s customers have increasingly demanded shorter order lead times and “just-in-time” delivery performance.   While the Company has many multi-year contracts with its major aerospace customers, most of these contracts specify the proportion of the customers’ requirements that will be supplied by the Company and the terms under which the sales will occur, not the specific quantities to be procured.  The Company’s electronics and industrial customers have always desired to order their requirements on as short a lead-time as possible.  The Company has recognized that over the last few years the twelve-month order backlog is no longer a meaningful trend indicator and, as a result, ceased monitoring it in the management of the business.

 

Raw Materials and Production Activities

 

Hexcel’s manufacturing operations are vertically integrated.  The Company produces materials used in the manufacture of industrial fabrics, composite materials and composites structures as well as sells these materials to third party customers for their use in the manufacture of their products.

 

The Company manufactures high performance carbon fiber from polyacrylonitrile (“PAN”) precursor it produces at its Decatur, Alabama facility.  The primary raw material for PAN is acrylonitrile.  Hexcel consumes approximately 50% of the carbon fiber it produces and sells the remainder of its output to third-party customers.  However, as one of the world’s largest consumers of carbon fiber, the Company purchases significantly greater quantities of carbon fiber than it produces for its own use.  The sources of carbon fiber it can use are dictated by its product qualifications.  With the increasing demand for carbon fiber, particularly in aerospace applications, the supply of carbon fiber tightened in 2004.  As a result, the supply of carbon fiber available for recreational and industrial applications has become restricted and is affecting the ability of the Company and other producers to supply products for these applications until carbon fiber output increases.  In response to increasing demand, all carbon fiber manufacturers have announced plans to increase their manufacturing capacity over the next two to three years.  In February 2005, Hexcel announced its plans to expand its PAN and carbon fiber capacity by about 40% to serve the growing needs of its customers and its own downstream products.  This investment is estimated to cost $80 million and take three years to complete.

 

The Reinforcements business segment purchases glass, aramid and other high-strength fibers as well as carbon fiber to manufacture industrial fabrics.  The Composites business segment consumes approximately 25% of the output of the Reinforcements business, by value, in the form of reinforcements for composite products.  The Company purchases glass yarn from a number of suppliers in the United States, Europe and Asia.  Aramid and high strength fibers are produced by only a few companies.  With the large increase in demand for soft body armor and other ballistic products for the military services, these fibers are in short supply thus limiting the near term  potential for further growth in production of ballistic materials.

 

9

In addition to reinforcement fabrics and fibers, the Composites business segment purchases, among other raw materials, epoxy and other specialty resins, aramid paper and aluminum specialty foils to use in the manufacture of its composite products.  When entering into multi-year contracts with its aerospace customers, the business targets to get back-to-back commitments from its key raw material suppliers.

 

The Structures business segment purchases composite materials internally and from other composite material manufacturers based on specifications.  It also purchases semi-finished composite parts from its Asian Composites and BHA Aero joint ventures.

 

Hexcel’s manufacturing activities are generally based on a combination of “make-to-order” and “make-to-forecast” production requirements.  The Company coordinates closely with key suppliers in an effort to avoid raw material shortages and excess inventories.  However, many of the key raw materials the Company consumes are available from relatively few sources, and in many cases the cost of product qualification makes it impractical to develop multiple sources of supply.  While the unavailability of these materials could under certain circumstances have a material adverse effect on the Company’s consolidated results of operations, the Company does not currently expect the current shortages of carbon fiber or aramid and other high strength fibers mentioned above to have such an effect.

 

Research and Technology; Patents and Know-How

 

Hexcel’s Research and Technology (“R&T”) departments support the Company’s businesses worldwide.  Through R&T activities, the Company maintains expertise in chemical and polymer formulation and curatives, fabric forming and textile architectures, advanced composite structures, process engineering, application development, analysis and testing of composite materials, computational design, and other scientific disciplines related to the Company’s worldwide business base.

 

Hexcel’s products rely primarily on the Company’s expertise in materials science, textiles, process engineering and polymer chemistry.  Consistent with market demand, the Company has been placing more emphasis on cost effective product design and lean manufacturing in recent years while seeking to improve the consistency of its products.  Towards this end, the Company has entered into formal and informal alliances, as well as licensing and teaming arrangements, with several customers, suppliers, external agencies and laboratories.  The Company believes that it possesses unique capabilities to design, develop and manufacture composite materials and structures.  The Company has over 400 patents and pending applications worldwide, has licensed many key technologies, and has granted technology licenses and patent rights to several third parties in connection with joint ventures and joint development programs.  It is the Company’s policy to actively enforce its proprietary rights.  The Company believes that the patents and know-how rights currently owned or licensed by the Company are adequate for the conduct of its business.

 

Hexcel spent $21.3 million for R&T in 2004, $17.7 million in 2003 and $14.7 million in 2002.  Although a portion of the year-over-year increase was due to the impact of changes in foreign currency exchange rates, the Company increased its R&T spending in 2004, to support new products and new commercial aircraft qualification activities.  These expenditures were expensed as incurred.

 

Environmental Matters

 

The Company is subject to federal, state, local and foreign laws and regulations designed to protect the environment and to regulate the discharge of materials into the environment.  The Company believes that its policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and of associated financial liability.  To date, environmental control regulations have not had a significant adverse effect on the Company’s overall operations.

 

The Company’s aggregate environmental related accruals at December 31, 2004 and 2003 were $4.1 million and $4.0 million, respectively.  As of December 31, 2004 and December 31, 2003, $1.0 million and $1.3 million, respectively, were included in accrued liabilities, with the remainder included in other non-current liabilities. As related to certain of its environmental matters, the Company’s accruals were estimated at the low end of a range of possible outcomes since there was no better point within the range.  If the Company had accrued for these matters at the high end of the range of possible outcomes, the Company’s accruals would have been $1.6 million and $1.3 million higher at December 31, 2004 and December 31, 2003, respectively.  These accruals can change significantly from period to period due to such factors as additional information on the nature or extent of contamination, the methods of remediation required, changes in the apportionment of costs among responsible parties and other actions by governmental agencies or private parties, or the impact, if any, of the Company being

 

10

 

named in a new matter.

 

Environmental remediation spending charged directly to the Company’s reserve balance for 2004, 2003 and 2002, was $1.0 million, $2.4 million and $1.4 million, respectively.  In addition, the Company’s operating costs relating to environmental compliance were $6.0 million, $4.9 million and $4.4 million, for 2004, 2003 and 2002, respectively and were charged directly to expense.  Capital expenditures for environmental matters approximated $1.1 million, $0.7 million and $0.9 million for 2004, 2003 and 2002, respectively. The Company expects the level of spending on remediation, environmental compliance and capital spending in 2005 to approximate spending levels in prior years. A discussion of environmental matters is contained in Item 3, “Legal Proceedings,” and in Note 17 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K.

 

Sales and Marketing

 

A staff of salaried market managers, product managers and salespeople sell and market Hexcel products directly to customers worldwide.  The Company also uses independent distributors and manufacturer representatives for certain products, markets and regions.  In addition, the Company operates various sales offices in the United States, Europe and the Pacific Rim.

 

Competition

 

In the production and sale of advanced structural materials, Hexcel competes with numerous U.S. and international companies on a worldwide basis.  The broad markets for the Company’s products are highly competitive, and the Company has focused on both specific markets and specialty products within markets to obtain market share.  In addition to competing directly with companies offering similar products, the Company competes with producers of substitute structural materials such as structural foam, wood and metal.  Depending upon the material and markets, relevant competitive factors include approvals, product performance, delivery, service, price and customer preference for sole sourcing.

 

Employees

 

As of December 31, 2004, Hexcel employed 4,406 full-time employees, 2,387 in the United States and 2,019 in other countries.  The number of full-time employees as of December 31, 2003 and 2002 was 4,084 and 4,245, respectively. The increase in full-time employees in 2004 was in response to higher demand for the Company’s products across all markets, particularly from commercial aerospace and industrial market applications. The decrease in full-time employees in 2003 was primarily due to the Company’s business consolidation and restructuring programs, which included the right-sizing of its businesses in response to the forecasted reductions in commercial aircraft production, the continued weakness in the electronics market and the closure of manufacturing facilities. For further discussion, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Note 3 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.

 

Other Information

 

The Company’s internet website is www.hexcel.com.  The Company makes available, free of charge through its website, its Form 10-Ks, 10-Qs and 8-K’s, and any amendments to these forms, as soon as reasonably practicable after filing with the Securities and Exchange Commission.

 

11

 

ITEM 2.  Properties

 

Hexcel owns and leases manufacturing facilities and sales offices located throughout the United States and in other countries, as noted below.  The corporate offices and principal corporate support activities for the Company are located in leased facilities in Stamford, Connecticut.   The Company’s research and technology administration and principal laboratories are located in Dublin, California; Duxford, United Kingdom; and Les Avenieres, France.

 

The following table lists the manufacturing facilities of Hexcel by geographic location, approximate square footage, and principal products manufactured.  This table does not include manufacturing facilities owned by entities in which the Company has a joint venture interest.

 

Manufacturing Facilities

 

Facility Location		Approximate Square Footage		Business Segment		Principal Products
United States:
Anderson, South Carolina		432,000		Reinforcements		Industrial Fabrics
Burlington, Washington		86,500		Composites		Honeycomb Parts
Casa Grande, Arizona		294,000		Composites		Honeycomb and Honeycomb Parts
Decatur, Alabama		159,000		Composites		PAN Precursor (used to produce Carbon Fibers)
Kent, Washington		443,000		Structures		Composite Structures
Livermore, California		141,000		Composites		Prepregs
Pottsville, Pennsylvania		130,000		Composites		Honeycomb Parts
Salt Lake City, Utah		457,000		Composites		Carbon Fibers; Prepregs
Seguin, Texas		204,000		Reinforcements		Industrial Fabrics; Specialty Reinforcements
Statesville, North Carolina		553,000		Reinforcements		Electronic Fabrics; Industrial Fabrics
Washington, Georgia		160,000		Reinforcements		Electronic Fabrics; Industrial Fabrics
International:
Dagneux, France		100,000		Composites		Prepregs
Decines, France		97,000		Reinforcements		Industrial Fabrics; Specialty Fabrics
Duxford, United Kingdom		451,000		Composites		Prepregs; Adhesives; Honeycomb and Honeycomb Parts
Les Avenieres, France		548,000		Reinforcements		Electronic Fabrics; Industrial Fabrics; Specialty Reinforcements
Linz, Austria		163,000		Composites		Prepregs
Parla, Spain		54,000		Composites		Prepregs
Welkenraedt, Belgium		227,000		Composites		Honeycomb and Honeycomb Parts

 

Hexcel leases the land on which the Burlington, Washington, facility is located.  The Company also leases portions of the facilities located in Casa Grande, Arizona and Les Avenieres, France.  During 2003, the Company retired a $25.6 million capital lease obligation that included facilities located in Anderson, South Carolina; Statesville, North Carolina; and Washington, Georgia.  The Company now owns these and all other remaining facilities.

 

As of December 31, 2004, the facilities located in Anderson, South Carolina; Burlington, Washington; Casa Grande, Arizona; Decatur, Alabama; Dublin, California; Kent, Washington; Livermore, California; Pottsville, Pennsylvania; Salt Lake City, Utah; Seguin, Texas; Statesville, North Carolina; and Washington, Georgia were subject to mortgages established to secure the senior secured notes issued March 19, 2003.  In connection with the Company’s debt refinancing (see Note 2 to the accompanying consolidated financial statements of this Annual Report on Form 10-K), these mortgages as related to the senior secured notes have been released.  On March 1, 2005, the Company granted mortgages in connection with the Company’s new senior secured credit facility on all of these properties except the Burlington, Washington and Pottsville, Pennsylvania properties. For further information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Notes 2 and 8 to the accompanying consolidated financial statements of this Annual Report on Form 10-K.

 

In January 2004, the Company announced its intention to consolidate the activities of its Livermore, California facility into its other manufacturing facilities, principally into its Salt Lake City, Utah plant.  The Livermore, California facility will continue to operate until the Company has successfully transferred its production from Livermore to its other manufacturing facilities.

 

12

 

ITEM 3.  Legal Proceedings

 

Hexcel is involved in litigation, investigations and claims arising out of the normal conduct of its business, including those relating to commercial transactions, environmental, employment, health and safety matters. The Company estimates and accrues its liabilities resulting from such matters based on a variety of factors, including the stage of the proceeding; potential settlement value; assessments by internal and external counsel; and assessments by environmental engineers and consultants of potential environmental liabilities and remediation costs. Such estimates may or may not include potential recoveries from insurers or other third parties and are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years.

 

While it is impossible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities and claims, the Company believes, based upon its examination of currently available information, its experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the ultimate resolution of these contingent matters, after taking into consideration its existing insurance coverage and amounts already provided for, will not have a material adverse impact on the Company’s consolidated results of operations, financial position or cash flows.

 

Environmental Claims and Proceedings

 

The Company is subject to numerous federal, state, local and foreign laws and regulations that impose strict requirements for the control and abatement of air, water and soil pollutants and the manufacturing, storage, handling and disposal of hazardous substances and waste. These laws and regulations include the Federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA” or “Superfund”), the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and analogous state and foreign laws and regulations, as well as the Toxic Substance Control Act and similar foreign laws and regulations. Regulatory standards under these environmental laws and regulations have tended to become increasingly stringent over time.

 

Hexcel has been named as a potentially responsible party (“PRP”) with respect to several hazardous waste disposal sites that it does not own or possess, which are included on, or proposed to be included on, the Superfund National Priority List of the U.S. Environmental Protection Agency (“EPA”) or on equivalent lists of various state governments. Because CERCLA allows for joint and several liability in certain circumstances, the Company could be responsible for all remediation costs at such sites, even if it is one of many PRPs. The Company believes, based on the amount and the nature of its waste, and the number of other financially viable PRPs, that its liability in connection with such matters will not be material.

 

Pursuant to the New Jersey Industrial Site Recovery Act, Hexcel entered into a Remediation Agreement to pay for the environmental remediation of a manufacturing facility it owns and formerly operated in Lodi, New Jersey. Hexcel has commenced remediation of this site in accordance with an approved plan; however, the ultimate cost of remediating the Lodi site will depend on developing circumstances.

 

In October 2003, Hexcel, along with 66 other entities, received a directive from the New Jersey Department of Environmental Protection (“NJDEP”) that requires the entities to assess whether operations at various New Jersey sites, including Hexcel’s Lodi facility, caused damage to natural resources in the Lower Passaic River watershed. In February 2004, Hexcel received a similar general notice letter from the EPA which requests Hexcel, along with 42 other entities, to consider helping to finance an estimated $10 million EPA study of environmental conditions in the Lower Passaic River watershed. Hexcel believes it has viable defenses to the EPA and NJDEP claims and Hexcel expects that many yet unnamed parties also will receive directives and or notices from the NJDEP and EPA, respectively. Hexcel’s ultimate liability, if any, under these claims cannot be determined at this time.

 

Hexcel was party to a cost-sharing agreement regarding the operation of certain environmental remediation systems necessary to satisfy a post-closure care permit issued to a previous owner of the Company’s Kent, Washington, site by the EPA. Under the terms of the cost-sharing agreement, the Company was obligated to reimburse the previous owner for a portion of the cost of the required remediation activities. Management has determined that the cost-sharing agreement terminated in December 1998; however, the other party disputes this determination.

 

The Company’s estimate of its liability as a PRP and its remaining costs associated with its responsibility to remediate the Lodi, New Jersey and Kent, Washington cites is accrued in the consolidated balance sheets as of December 31, 2004 and 2003, the aggregate environmental related accruals were $4.1 million and $4.0 million, respectively.  As of December 31, 2004 and 2003, $1.0 million and $1.3 million, respectively, were included in

 

13

 

accrued liabilities, with the remainder included in other non-current liabilities. As related to certain of its environmental matters, the Company’s accruals were estimated at the low end of a range of possible outcomes since there was no better point within the range.  If the Company had accrued for these matters at the high end of the range of possible outcomes, the Company’s accruals would have been $1.6 million and $1.3 million higher at December 31, 2004 and 2003, respectively.  These accruals can change significantly from period to period due to such factors as additional information on the nature or extent of contamination, the methods of remediation required, changes in the apportionment of costs among responsible parties and other actions by governmental agencies or private parties, or the impact, if any, of the Company being named in a new matter.

 

Environmental remediation spending charged directly to the Company’s reserve balance for the years ended December 31, 2004, 2003 and 2002, was $1.0 million, $2.4 million and $1.4 million, respectively.  In addition, the Company’s operating costs relating to environmental compliance were $6.0 million, $4.9 million and $4.4 million, for the years ended December 31, 2004, 2003 and 2002, respectively, and were charged directly to expense.  Capital expenditures for environmental matters approximated $1.1 million, $0.7 million and $0.9 million for the years ended December 31, 2004, 2003 and 2002, respectively. The Company expects the level of spending on remediation, environmental compliance and capital spending in 2005 to approximate spending levels in prior years. A discussion of environmental matters is contained in Item 3, “Legal Proceedings,” and in Note 17 to the accompanying consolidated financial statements included in this Annual Report on Form 10-K.

 

Other Proceedings

 

Hexcel has previously disclosed that the Antitrust Division of the United States Department of Justice has closed its investigation of the carbon fiber and carbon fiber prepreg industries which commenced in 1999. No indictments were handed down against the Company or any of its employees or representatives.

 

As a result of the investigations, in 1999 Hexcel, along with others in the industry, was joined in a class action lawsuit alleging antitrust violations in the sale of carbon fiber, carbon fiber industrial fabrics and carbon fiber prepreg (Thomas & Thomas Rodmakers, Inc. et. al. v. Newport Adhesives and Composites, Inc., et. al., Amended and Consolidated Class Action Complaint filed October 4, 1999, United States District Court, Central District of California, Western Division, CV-99-07796-GHK (CTx)). On August 26, 2004, Hexcel entered into a stipulation of settlement with the plaintiffs in the Thomas & Thomas Rodmakers, Inc. federal class action for $7.0 million. The settlement was approved by the court on January 31, 2005 and the Company has paid the settlement amount in full.  Hexcel denied and continues to deny the allegations in this case, but believes that the costs of continuing defense outweighed the costs of settlement.

 

Of the eleven companies that have opted out of the class in the Thomas & Thomas Rodmakers, Inc. case, one, Horizon Sports Technologies, Inc., has filed a case on its own behalf, with similar allegations (Horizon Sports Technologies, Inc., v. Newport Adhesives and Composites, Inc., et. al., First Amended Complaint filed October 15, 2002, United States District Court, Central District of California, Southern Division,CV-99-7796 (FMC) (RNBx) (C.D. Cal)). The Company is not in a position to predict the outcome of the lawsuit, but believes that the lawsuit is without merit as to the Company.  The Company has entered into statute of limitation tolling agreements with two of the opt out companies and with one co-defendant that also purchased product of the alleged conspiracy.

 

The Company has also been joined as a party in numerous class action lawsuits in California and in Massachusetts spawned by the Thomas & Thomas Rodmakers, Inc. class action. These actions also allege antitrust violations and are brought on behalf of purchasers located in California and in Massachusetts, respectively, who indirectly purchased carbon fiber products. The California cases have been ordered to be coordinated in the Superior Court for the County of San Francisco and are currently referred to as Carbon Fibers Cases I, II and III, Judicial Council Coordinator Proceeding Numbers 4212, 4216 and 4222. The California cases are Lazio v. Amoco Polymers Inc., et. al., filed August 21, 2000; Proiette v. Newport Adhesives and Composite, Inc. et. al., filed September 12, 2001; Simon v. Newport Adhesives and Composite, Inc. et. al., filed September 21, 2001; Badal v. Newport Adhesives and Composite, Inc. et. al., filed September 26, 2001; Yolles v. Newport Adhesives and Composite, Inc. et. al., filed September 26, 2001; Regier v. Newport Adhesives and Composite, Inc. et. al., filed October 2, 2001; and Connolly v. Newport Adhesives and Composite, Inc. et. al., filed October 4, 2001; Elisa Langsam v. Newport Adhesives and Composites, Inc, et. al., filed October 4, 2001; Jubal Delong et. al. v. Amoco Polymers, Inc. et. al., filed October 26, 2001; and Louis V. Ambrosio v. Amoco Polymers, Inc. et. al., filed October 25, 2001. The Massachusetts case is Ostroff v. Newport Adhesives and Composites, Inc. et. al., filed June 7, 2002 in the Superior Court Department of the Trial Court of Middlesex, Massachusetts, Civil Action No. 02-2385. The Company is not in a position to predict the outcome of these lawsuits, but believes that the lawsuits are without merit as to the Company.

 

14

 

In 1999, a qui tam case was filed under seal by executives of Horizon Sports Technologies, Inc. alleging that Boeing and other prime contractors to the United States Government and certain carbon fiber and carbon fiber prepreg manufacturers, including the Company, submitted claims for payment to the U.S. Government which were false or fraudulent because the defendants knew of the alleged conspiracy to fix prices of carbon fiber and carbon prepreg alleged in the above cases (United States ex rel. Beck, v. Hexcel Corp., et. al.., filed July 27, 1999, in the United States District Court for the Southern District of California, Civil Action No. 99-CV- 1557 (BEN) (JMA) (S.D. Cal.)). The case was unsealed in 2002 when the U.S. advised that it was unable to decide whether to intervene in the case based on the information available to it at that time and the Relators served the Company and other defendants. The Company is not in a position to predict the outcome of the lawsuit, but believes that the lawsuit is without merit as to the Company.

 

In 2004, Hercules Incorporated (“Hercules”), a defendant in the above cases, filed an action against the Company seeking a declaratory judgment that, pursuant to a 1996 Sale and Purchase Agreement between Hercules and the Company (whereby the Company acquired the carbon fiber and prepreg assets of Hercules) the Company is required to defend and indemnify Hercules against any liabilities of Hercules alleged in these cases (Hercules Incorporated v. Hexcel Corporation, Supreme Court of the State of New York, County of New York, No. 604098/04). The Company is not in a position to predict the outcome of the lawsuit, but believes it is without merit.

 

ITEM 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

15

 

PART II

 

ITEM 5.  Market for Registrant’s Common Equity and Related Stockholder Matters

 

Hexcel common stock is traded on the New York and Pacific Stock Exchanges.  The range of high and low sales prices of Hexcel common stock on the New York Stock Exchange Composite Tape is contained in Note 24 to the accompanying consolidated financial statements of this Annual Report on Form 10-K and is incorporated herein by reference.

 

Hexcel did not declare or pay any dividends in 2004, 2003 or 2002.  The payment of dividends is limited under the terms of certain of the Company’s debt agreements.

 

On March 8, 2005, there were 1,338 holders of record of Hexcel common stock.

 

ITEM 6.  Selected Financial Data

 

The information required by Item 6 is contained on page 33 of this Annual Report on Form 10-K under the caption “Selected Financial Data” and is incorporated herein by reference.

 

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The information required by Item 7 is contained on pages 34 to 62 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated herein by reference.

 

ITEM 7A.  Quantitative and Qualitative Disclosures about Market Risk

 

The information required by Item 7A is contained under the heading “Market Risks” on pages 57 to 60 of this Annual Report on Form 10-K and is incorporated herein by reference.

 

ITEM 8.  Consolidated Financial Statements and Supplementary Data

 

The information required by Item 8 is contained on pages 63 to 115 of this Annual Report on Form 10-K under “Consolidated Financial Statements and Supplementary Data” and is incorporated herein by reference.  The Report of Independent Registered Public Accounting Firm is contained on page 65 of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

 

ITEM 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

16

 

ITEM 9A.  Controls and Procedures

 

As of December 31, 2004, the Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-14 and Rule 15d-14 under the Securities Exchange Act of 1934).  Based on their evaluation, they have concluded that the Company’s disclosure controls and procedures are effective to ensure that material information relating to the Company, including its consolidated subsidiaries, would be made known to them, so as to be reflected in periodic reports that the Company files or submits under the Securities and Exchange Act of 1934.

 

There were no significant changes in the Company’s internal control over financial reporting identified by management that occurred during the fourth quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Management’s report on the Company’s internal control over financial reporting and the attestation report of the Company’s independent registered public accounting firm on management’s assessment of the Company’s internal control over financial reporting are contained on pages 64 to 66 of this Annual Report on Form 10-K and are incorporated herein by reference.

 

17

 

PART III

 

ITEM 10.  Directors and Executive Officers of the Registrant:

 

The information regarding directors and executive officers of the Company, including information regarding Section 16(a) beneficial ownership reporting compliance, will be contained in Hexcel’s definitive proxy statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2004.  Such information is incorporated herein by reference.

 

ITEM 11.  Executive Compensation

 

The information required by Item 11 will be contained in Hexcel’s definitive proxy statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2004.  Such information is incorporated herein by reference.

 

 

18

 

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by Item 12 will be contained in Hexcel’s definitive proxy statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2004.  Such information is incorporated herein by reference.

 

ITEM 13.  Certain Relationships and Related Transactions

 

The information required by Item 13 will be contained in Hexcel’s definitive proxy statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2004.  Such information is incorporated herein by reference.

 

ITEM 14. Principal Accountant Fees and Services

 

The information required by Item 14 will be contained in Hexcel’s definitive proxy statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2004.  Such information is incorporated herein by reference.

 

19

PART IV

 

ITEM 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

a.  1. Financial Statements

 

The consolidated financial statements of Hexcel, the notes thereto, and the Report of Independent Registered Public Accounting Firm are listed on page 63 of this Annual Report on Form 10-K and are incorporated herein by reference.

 

2. Financial Statement Schedule

 

The financial statement schedule required by Item 15(a)(2) is listed on page 63 of this Annual Report on Form 10-K and is incorporated herein by reference.

 

b.  Reports on Form 8-K

 

Current Report on Form 8-K dated October 1, 2004, reporting the settlement of certain class action litigation.

 

Current Report on Form 8-K dated October 22, 2004, relating to third quarter of 2004 financial results.

 

Current Report on Form 8-K dated November 22, 2004, relating to amendments to certain employment agreements between the Company and certain senior executives.

 

Current Report on Form 8-K dated December 16, 2004, relating to certain compensation matters and an underwriting agreement relating to a secondary offering of common stock.

 

Current Report on Form 8-K dated December 29, 2004, relating to the exercise of the over-allotment option in connection with a secondary offering of common stock.

 

c. Exhibits

 

Exhibit No.		Description
2.1		Asset Purchase Agreement dated March 31, 2000 between Hexcel Corporation and Britax Cabin Interiors, Inc. (incorporated herein by reference to Exhibit 2.1 to Hexcel’s Current Report on Form 8-K dated May 10, 2000).
3.1		Restated Certificate of Incorporation of Hexcel Corporation (incorporated herein by  reference to Exhibit 1 to Hexcel’s Registration Statement on Form 8-A dated July 9, 1996, Registration No. 1-08472).
3.2		Certificate of Amendment of the Restated Certificate of Incorporation of Hexcel Corporation (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
3.3		Restated Bylaws of Hexcel Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
4.1		Indenture dated as of January 21, 1999 between Hexcel Corporation and The Bank of  New York, as trustee, relating to the issuance of the 9 ¾% Senior Subordinated Notes  due 2009 (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (No. 333-71601), filed on February 2, 1999).
4.2		Indenture dated as of August 1, 1986 between Hexcel and the Bank of California, N.A.,  as trustee, relating to the 7% Convertible Subordinated Notes due 2011 of the Company  (incorporated herein by reference to Exhibit 4.3 to the Company’s Annual Report on  Form 10-K for the fiscal year ended December 31, 1997).

 

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4.2(a)		Instrument of Resignation, Appointment and Acceptance, dated as of October 1, 1993  (incorporated herein by reference to Exhibit 4.10 to the Company’s Annual Report on  Form 10-K for the fiscal year ended December 31, 1993).
4.3		Indenture, dated as of March 19, 2003 among Hexcel Corporation, the Guarantors named therein and Wells Fargo Bank Minnesota, National Association, as trustee, relating to the 9.875% Senior Secured Notes due 2008 (incorporated herein by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
4.4		Indenture dated as of February 1, 2005 between Hexcel Corporation and The Bank of New York, as trustee, relating to the issuance of the 6.75% Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 99.1 to Hexcel’s Current Report on Form 8-K dated February 4, 2005).
4.5		Certificate of Designation of Series A Convertible Preferred Stock of Hexcel Corporation (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
4.6		Certificate of Designation of Series B Convertible Preferred Stock of Hexcel Corporation (incorporated herein by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.1		Credit Agreement, dated as of March 1, 2005 by and among Hexcel Corporation, as Borrower, the Lenders listed therein, as Lenders, Banc of America Securities LLC, as Syndication Agent and Joint Lead Arranger, Deutsche Bank Securities Inc., as Sole Book Manager and Joint Lead Arranger, Deutsche Bank Trust Company Americas, as Administrative Agent, and Credit Suisse First Boston and Wachovia Bank, National Association, as Documentation Agents (incorporated by reference to Exhibit 10.1 to Hexcel’s Current Report on Form 8-K dated March 2, 2005).
10.2		Security Agreement, dated as of March 1, 2005 by and among Hexcel Corporation, each of the subsidiary guarantors listed therein, and each additional guarantor that may become a party, and Deutsche Bank Trust Company Americas, as Administrative Agent for and representative of the beneficiaries defined therein (incorporated by reference to Exhibit 10.2 to Hexcel’s Current Report on Form 8-K dated March 2, 2005).
10.3		Subsidiary Guaranty, dated as of March 1, 2005 by Clark-Schwebel Holding Corp. and Hexcel Reinforcements Corp., as Guarantors, in favor of and for the benefit of Deutsche Bank Trust Company Americas, as agent for and representative of any swap counterparties defined therein and the lenders party to the Credit Agreement (incorporated by reference to Exhibit 10.3 to Hexcel’s Current Report on Form 8-K dated March 2, 2005).
10.4		Credit and Guaranty Agreement, dated as of March 19, 2003, by and among Hexcel Corporation, Hexcel Composites Limited, Hexcel Composites GmbH (Austria), Hexcel Composites GmbH (Germany), the Guarantors named therein, the lenders from time to time party thereto, Fleet Capital Corporation, as Administrative Agent, Fleet National Bank, London U.K. branch, trading as FleetBoston Financial, as Fronting Bank and Issuing Bank, Fleet National Bank, as Issuing Bank, and Fleet Securities Inc., as Lead Arranger (incorporated herein by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).

 

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10.4(a)		Consent, dated as of December 5, 2003, to Credit and Guaranty Agreement dated March 19, 2003, by and among Hexcel Corporation, Hexcel Composites Limited, Hexcel Composites GmbH (Austria), Hexcel Composites GmbH (Germany), the Guarantors named therein, the lenders from time to time party thereto, Fleet Capital Corporation, as Administrative Agent, Fleet National Bank, London U.K. branch, trading as FleetBoston Financial, as Fronting Bank and Issuing Bank, Fleet National Bank, as Issuing Bank, and Fleet Securities Inc., as Lead Arranger (incorporated herein by reference to Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.4(b)		Amendment No. 1 to Credit and Guaranty Agreement dated as of March 19, 2003, by and among Hexcel Corporation, Hexcel Composites Limited, Hexcel Composites GmbH & Co. KG, Hexcel Composites GMBH, the Guarantors named therein, the lenders from time to time a party thereto, Fleet Capital Corporation, as Administrative Agent and as Fronting Bank, Fleet National Bank, London U.K. branch, trading as FleetBoston Financial, as Fronting Bank and Issuing Bank, Fleet National Bank, as Issuing Bank and Fleet Securities, Inc., as Lead Arranger (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 29, 2004).
10.4(c)		Consent, dated January 27, 2005, under Credit and Guaranty Agreement dated as of March 19, 2003, by and among Hexcel Corporation, Hexcel Composites Limited, Hexcel Composites GmbH & Co. KG, Hexcel Composites GMBH, the Guarantors named therein, the lenders from time to time a party thereto, Fleet Capital Corporation, as Administrative Agent and as Fronting Bank, Fleet National Bank, London U.K. branch, trading as FleetBoston Financial, as Fronting Bank and Issuing Bank, Fleet National Bank, as Issuing Bank and Fleet Securities, Inc., as Lead Arranger (incorporated by reference to Exhibit 99.1 to Hexcel’s Current Report on Form 8-K dated January 31, 2005).
10.5		Security Agreement, dated as of March 19, 2003, by and among Hexcel Corporation, Clark-Schwebel Corporation, Hexcel Pottsville Corporation, Clark-Schwebel Holding Corp., CS Tech-Fab Holding, Inc. and Fleet Capital Corporation, as Administrative Agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.6*		Hexcel Corporation 2003 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.6(a)*		Hexcel Corporation 2003 Incentive Stock Plan as amended and restated December 11, 2003 (incorporated herein by reference to Exhibit 10.3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.7*		Hexcel Corporation Incentive Stock Plan as amended and restated January 30, 1997 (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8, Registration No. 333-36163).
10.7(a)*		Hexcel Corporation Incentive Stock Plan as amended and restated January 30, 1997 and further amended December 10, 1997 (incorporated herein by reference to Exhibit 10.5(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
10.7(b)*		Hexcel Corporation Incentive Stock Plan, as amended and restated on January 30, 1997, and further amended on December 10, 1997 and March 25, 1999 (incorporated herein by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 filed on July 26, 1999).
10.7(c)*		Hexcel Corporation Incentive Stock Plan, as amended and restated on January 30, 1997, and further amended on December 10, 1997, March 25, 1999 and December 2, 1999 (incorporated by reference to Exhibit 10.3(c) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).

 

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10.7(d)*		Hexcel Corporation Incentive Stock Plan, as amended and restated on February 3, 2000 (incorporated herein by reference to Annex A of the Company’s Proxy Statement dated March 31, 2000).
10.7(e)*		Hexcel Corporation Incentive Stock Plan, as amended and restated on December 19, 2000 (incorporated herein by reference to Exhibit 10.3(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.7(f)*		Hexcel Corporation Incentive Stock Plan, as amended and restated on December 19, 2000 and further amended on January 10, 2002 (incorporated herein by reference to Exhibit 10.3(f) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.8*		Hexcel Corporation 1998 Broad Based Incentive Stock Plan (incorporated herein by reference to Exhibit 4.3 of the Company’s Form S-8 filed on June 19, 1998, Registration No. 333-57223).
10.8(a)*		Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February 3, 2000 (incorporated by reference to Exhibit 10.1 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000).
10.8(b)*		Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February 3, 2000, and further amended on February 1, 2001 (incorporated herein by reference to Exhibit 10.4(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.8(c)*		Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February 3, 2000, and further amended on February 1, 2001 and January 10, 2002 (incorporated herein by reference to Exhibit 10.4(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.8(d)*		Hexcel Corporation 1998 Broad Based Incentive Stock Plan, as amended on February 3, 2000, and further amended on February 1, 2001, January 10, 2002 and December 12, 2002 (incorporated herein by reference to Exhibit 10.4(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.9*		Hexcel Corporation Management Stock Purchase Plan (incorporated herein by reference to Exhibit 10.9 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1997).
10.9 (a)*		Hexcel Corporation Management Stock Purchase Plan, as amended on March 25, 1999 (incorporated herein by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 filed on July 26, 1999).
10.9(b)*		Hexcel Corporation Management Stock Purchase Plan, as amended on March 25, 1999 and December 2, 1999 (incorporated by reference to Exhibit 10.5(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.9(c)*		Hexcel Corporation Management Stock Purchase Plan, as amended and restated on February 3, 2000 (incorporated herein by reference to Annex B of the Company’s Proxy Statement dated March 31, 2000).
10.9(d)*		Hexcel Corporation Management Stock Purchase Plan, as amended and restated on December 19, 2000 (incorporated herein by reference to Exhibit 10.5(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).

 

23

 

10.9(e)*		Hexcel Corporation Management Stock Purchase Plan, as amended and restated on March 19, 2003 (incorporated herein by reference to Exhibit 10.6(e) to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.10*		Hexcel Corporation Management Incentive Compensation Plan, as amended and restated on December 19, 2000 and as further amended on February 27, 2002 (incorporated herein by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.10(a)*		Hexcel Corporation Management Incentive Compensation Plan, as amended and restated on April 12, 2004 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
10.11*		Hexcel Corporation Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.12*		Form of Employee Option Agreement (2005) (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated January 12, 2004).
10.13*		Form of Employee Option Agreement (2004) (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.14*		Form of Employee Option Agreement (2003) (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.15*		Form of Employee Option Agreement (2002) (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.16*		Form of Employee Option Agreement (2000) (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.17*		Form of Employee Option Agreement Special Executive Grant (2000) dated December 20, 2000 (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.18*		Form of Employee Option Agreement Special Executive Grant (1999) dated December 2, 1999 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.19*		Form of Employee Option Agreement (1999) dated December 2, 1999 (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.20*		Form of Employee Option Agreement (1999) (incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).
10.21*		Form of Employee Option Agreement (1998) (incorporated herein by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 1998).
10.22*		Form of Employee Option Agreement (1997) (incorporated herein by reference to Exhibit 10.4 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1997).

 

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10.23*		Form of Employee Option Agreement (1996) (incorporated herein by reference to Exhibit 10.5 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1996).
10.24*		Form of Employee Option Agreement (1995) (incorporated herein by reference to Exhibit 10.6 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1996).
10.25*		Form of Retainer Fee Restricted Stock Unit Agreement for Non-Employee Directors (2004) (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.26*		Form of Retainer Fee Option Agreement for Non-Employee Directors (2003) (incorporated herein by reference to Exhibit 10.19 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.27*		Form of Retainer Fee Option Agreement for Non-Employee Directors (2000) (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.28*		Form of Retainer Fee Option Agreement for Non-Employee Directors (1999) (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.29*		Form of Retainer Fee Option Agreement for Non-Employee Directors (1998) (incorporated herein by reference to Exhibit 10.11 to Hexcel’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
10.30*		Form of Retainer Fee Option Agreement for Non-Employee Directors (1997) (incorporated herein by reference to Exhibit 10.8 to Hexcel’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
10.31*		Form of Option Agreement (Directors) (incorporated herein by reference to Exhibit 10.13 to Hexcel’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
10.32*		Form of Supplemental Compensation Option Agreement (Directors) (incorporated herein by reference to Exhibit 10.23 to Hexcel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.33*		Form of Performance Accelerated Restricted Stock Unit Agreement (December 20, 2000) (incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.34*		Form of Restricted Stock Unit Agreement (2005) (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K dated January 12, 2004).
10.35*		Form of Restricted Stock Unit Agreement (2004) (incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.36*		Form of Restricted Stock Unit Agreement (2003) (incorporated herein by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.37*		Form of Restricted Stock Unit Agreement (2002) (incorporated herein by reference to Exhibit 10.31 to Hexcel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.38*		Form of Restricted Stock Unit Agreement for Non-Employee Directors (2004).

 

25

 

10.39*		Form of Reload Option Agreement (1997) (incorporated herein by reference to Exhibit 10.8 of Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1997).
10.40*		Form of Reload Option Agreement (1996) (incorporated herein by reference to Exhibit 10.10 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1996).
10.41*		Form of Exchange Performance Accelerated Stock Option Agreement (incorporated Herein by reference to Exhibit 10.3 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 1998).
10.42*		Form of Performance Accelerated Stock Option Agreement (Director) (incorporated herein by reference to Exhibit 10.6 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1997).
10.43*		Form of Performance Accelerated Stock Option (Employee) (incorporated herein by reference to Exhibit 10.7 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1997).
10.44*		Form of Grant of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.3 to Hexcel’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).
10.45*		Hexcel Corporation 1997 Employee Stock Purchase Plan, as amended and restated as of March 19, 2003 (incorporated herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.46*		Employment Agreement dated as of July 30, 2001 between Hexcel Corporation and David E. Berges (incorporated by reference herein to Exhibit 10.37 to Hexcel’s Registration Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).
10.46(a)*		Amendment, dated December 12, 2002, to Employment Agreement dated as of July 30, 2001 between Hexcel Corporation and David E. Berges (incorporated herein by reference to Exhibit 10.43(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.46(b)		Second Amendment, dated as of November 16, 2004, to the Employment Agreement dated as of July 20, 2001 between Hexcel Corporation and David E. Berges (incorporated herein by reference to Exhibit 99.1 to Hexcel’s Current Report on Form 8-K dated November 22, 2004).
10.46(c)*		Employee Option Agreement dated as of July 30, 2001 between Hexcel Corporation and David E. Berges (incorporated by reference herein to Exhibit 10.37(a) to Hexcel’s Registration Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).
10.46(d)*		Employment Option Agreement (performance-based option) dated as of July 30, 2001 between Hexcel Corporation and David E. Berges (incorporated by reference herein to Exhibit 10.37(b) to Hexcel’s Registration Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).
10.46(e)*		Supplemental Executive Retirement Agreement dated as of July 30, 2001 between Hexcel Corporation and David E. Berges (incorporated by reference herein to Exhibit 10.37(d) to Hexcel’s Registration Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).
10.46(f)*		Letter Agreement dated August 1, 2001 between Hexcel Corporation and David E. Berges (incorporated by reference herein to Exhibit 10.37(e) to Hexcel’s Registration Statement on Form S-4 (No. 333-66582), filed on August 2, 2001).

 

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10.46(g)*		Letter Agreement dated August 28, 2001 between Hexcel Corporation and David E. Berges (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
10.47*		Letter dated December 2, 1999 from Hexcel Corporation to Stephen C. Forsyth, regarding the Company’s Management Incentive Compensation Plan for 1999 (incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
10.47(a)*		Supplemental Executive Retirement Agreement dated as of May 10, 2000 between Hexcel Corporation and Stephen C. Forsyth (incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000).
10.47(b)*		Amendment to Agreements, dated as of October 11, 2000 by and between Hexcel Corporation and Stephen C. Forsyth (incorporated herein by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).
10.47(c)*		Amendment to Amendments to Agreements, dated as of November 21, 2000, by and between Hexcel Corporation and Stephen C. Forsyth (incorporated herein by reference to Exhibit 10.39(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.47(d)*		First Amendment to Supplemental Executive Retirement Agreement dated as of July 30, 2001 between Hexcel Corporation and Stephen C. Forsyth (incorporated herein by reference to Exhibit 10.43(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.48*		Letter dated December 2, 1999 from Hexcel Corporation to Ira J. Krakower, regarding the Company’s Management Incentive Compensation Plan for 1999 (incorporated herein by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.48(a)*		Supplemental Executive Retirement Agreement dated as of May 10, 2000 between Hexcel and Ira J. Krakower (incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2000).
10.48(b)*		Amendment to Agreements, dated as of October 11, 2000 by and between Hexcel Corporation and Ira J. Krakower (incorporated herein by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).
10.48(c)*		First Amendment to Supplemental Executive Retirement Agreement dated as of July 30, 2001 between Hexcel Corporation and Ira J. Krakower (incorporated herein by reference to Exhibit 10.44(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.49*		Form of Executive Severance Agreement between Hexcel and certain executive officers dated as of February 3, 1999 (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).
10.50*		Form of Executive Severance Agreement between Hexcel and certain executive officers dated as of February 3, 1999 (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999).
10.51*		Amendment to Agreements, dated as of October 11, 2000 by and between Hexcel Corporation and William Hunt (incorporated herein by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).

 

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10.51(a)*		Amendment to Amendments to Agreements, dated as of November 21, 2000, by and between Hexcel Corporation and William Hunt (incorporated herein by reference to Exhibit 10.45(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.51(b)*		Restricted Stock Unit Agreement dated as of February 12, 2004 between Hexcel Corporations and William Hunt (incorporated herein by reference to Exhibit 10.45(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).
10.52*		Amendment to Agreements, dated as of October 11, 2000 by and between Hexcel Corporation and David Tanonis (incorporated herein by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).
10.53*		Amendment to Agreements, dated as of October 11, 2000 by and between Hexcel Corporation and Joseph Shaulson (incorporated herein by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2000).
10.53(a)*		Amendment to Amendments to Agreements, dated as of November 21, 2000, by and between Hexcel Corporation and Joseph Shaulson (incorporated herein by reference to Exhibit 10.48(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).
10.53(b)*		Executive Deferred Compensation and Consulting Agreement, dated as of April 22, 1996, between Hexcel Corporation and Joseph H. Shaulson.
10.54*		Form of Amendment, dated as of November 16, 2004, to Executive Severance Agreement dated as of February 3, 1999 between Hexcel Corporation and each of Messrs. Stephen C. Forsyth, Ira J. Krakower and Joseph H. Shaulson (incorporated herein by reference to Exhibit 99.2 to Hexcel’s Current Report on Form 8-K dated November 22, 2004).
10.55*		Director Compensation Program (incorporated herein by reference to Exhibit 99.1 to Hexcel’s Current Report on Form 8-K dated December 16, 2004).
10.56*		Hexcel Corporation Nonqualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 99.2 to Hexcel’s Current Report on Form 8-K dated December 16, 2004).
10.57		Amended and Restated Governance Agreement, dated as of March 19, 2003, among LXH L.L.C., LXH II, L.L.C., GS Capital Partners 2000 L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, Stone Street Fund 2000, L.P. and Hexcel Corporation (incorporated herein by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.58		Stockholders Agreement, dated as of March 19, 2003, among Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership, Berkshire Fund V Investment Corp., Berkshire Fund VI Investment Corp., Berkshire Investors LLC, Greenbriar Co-Investment Partners L.P, Greenbriar Equity Fund, L.P. and Hexcel Corporation (incorporated herein by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.59		Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, by and among Hexcel Corporation, LXH, L.L.C., LXH II, L.L.C., GS Capital Partners 2000 L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG and Stone Street Fund 2000, L.P. (incorporated herein by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).

 

28

 

10.60		Registration Rights Agreement, dated as of March 19, 2003, among Hexcel Corporation, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership, Berkshire Investors LLC, Greenbriar Co-Investment Partners L.P. and Greenbriar Equity Fund, L.P. (incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).
10.61		Agreement, dated October 11, 2000, by and among Hexcel Corporation, LXH, L.L.C. and LXH II, L.L.C. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 13, 2000).
10.62		Purchase Agreement, dated as of June 15, 2001, among Hexcel Corporation and Credit Suisse First Boston Corporation, Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc (incorporated herein by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.63		Stock Purchase Agreement, dated as of December 18, 2002, by and among Hexcel Corporation, Berkshire Investors LLC, Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership, Greenbriar Equity Fund, L.P. and Greenbriar Co-Investment Partners, L.P. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated December 20, 2002).
10.64		Stock Purchase Agreement, dated as of December 18, 2002, by and among Hexcel Corporation, GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG and Stone Street Fund 2000, L.P. (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated December 20, 2002).
10.65		Purchase Agreement, dated as of March 7, 2003, among Goldman, Sachs & Co., Fleet Securities, Inc. and Hexcel Corporation (incorporated herein by reference to Exhibit 10.62 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002, filed on March 31, 2003).