0000950170-24-046457.txt : 20240422 0000950170-24-046457.hdr.sgml : 20240422 20240422163030 ACCESSION NUMBER: 0000950170-24-046457 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 77 CONFORMED PERIOD OF REPORT: 20240331 FILED AS OF DATE: 20240422 DATE AS OF CHANGE: 20240422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08472 FILM NUMBER: 24861548 BUSINESS ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-969-0666 MAIL ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 10-Q 1 hxl-20240331.htm 10-Q 10-Q
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img130925042_0.jpg 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

or

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)

Delaware

94-1109521

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(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

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01

 

HXL

 

New York Stock Exchange

 

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

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

Class

Outstanding at April 19, 2024

COMMON STOCK

83,114,360

 

 


 

HEXCEL CORPORATION AND SUBSIDIARIES

INDEX

 

 

 

 

Page

PART I.

FINANCIAL INFORMATION

3

 

 

 

 

 

ITEM 1.

Condensed Consolidated Financial Statements (Unaudited)

3

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets — March 31, 2024 and December 31, 2023

3

 

 

 

 

 

 

Condensed Consolidated Statements of Operations — The quarters ended March 31, 2024 and 2023

 

4

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income — The quarters ended March 31, 2024 and 2023

 

4

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows — The quarters ended March 31, 2024 and 2023

 

5

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Stockholders’ Equity — The quarters ended March 31, 2024 and 2023

 

6

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

 

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

 

 

ITEM 4.

Controls and Procedures

23

 

 

 

 

 

PART II.

OTHER INFORMATION

23

 

 

 

 

 

ITEM 1.

Legal Proceedings

23

 

 

 

 

 

ITEM 1A.

Risk Factors

23

 

 

 

 

 

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

23

 

 

 

 

 

ITEM 6.

Exhibits

25

 

 

 

 

 

 

 

SIGNATURE

 

26

 

2


 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Condensed Consolidated Financial Statements

Hexcel Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

 

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

(In millions)

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

85.9

 

 

$

227.0

 

Accounts receivable, net

 

 

271.0

 

 

 

234.7

 

Inventories, net

 

 

353.8

 

 

 

334.4

 

Contract assets

 

 

31.2

 

 

 

25.1

 

Prepaid expenses and other current assets

 

 

47.8

 

 

 

43.0

 

Total current assets

 

 

789.7

 

 

 

864.2

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

3,194.8

 

 

 

3,195.5

 

Less accumulated depreciation

 

 

(1,536.6

)

 

 

(1,516.8

)

Net property, plant and equipment

 

 

1,658.2

 

 

 

1,678.7

 

 

 

 

 

 

 

 

Goodwill and other intangible assets, net

 

 

248.7

 

 

 

251.3

 

Investments in affiliated companies

 

 

5.0

 

 

 

5.0

 

Other assets

 

 

119.6

 

 

 

119.3

 

Total assets

 

$

2,821.2

 

 

$

2,918.5

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

0.1

 

 

$

0.1

 

Accounts payable

 

 

128.1

 

 

 

159.1

 

Accrued compensation and benefits

 

 

67.3

 

 

 

75.7

 

Financial instruments

 

 

4.5

 

 

 

6.0

 

Accrued liabilities

 

 

88.6

 

 

 

75.0

 

Total current liabilities

 

 

288.6

 

 

 

315.9

 

Long-term debt

 

 

714.6

 

 

 

699.4

 

Retirement obligations

 

 

44.3

 

 

 

42.6

 

Deferred income taxes

 

 

108.4

 

 

 

110.6

 

Other non-current liabilities

 

 

33.2

 

 

 

33.5

 

Total liabilities

 

 

1,189.1

 

 

 

1,202.0

 

Stockholders' equity:

 

 

 

 

 

 

Common stock, $0.01 par value, 200.0 shares authorized, 111.3 shares and 110.8 shares issued at March 31, 2024 and December 31, 2023, respectively

 

 

1.1

 

 

 

1.1

 

Additional paid-in capital

 

 

954.6

 

 

 

936.8

 

Retained earnings

 

 

2,192.6

 

 

 

2,168.7

 

Accumulated other comprehensive loss

 

 

(89.0

)

 

 

(74.1

)

 

 

3,059.3

 

 

 

3,032.5

 

Less – Treasury stock, at cost, 28.2 shares at March 31, 2024 and 26.7 shares
at December 31, 2023

 

 

(1,427.2

)

 

 

(1,316.0

)

Total stockholders' equity

 

 

1,632.1

 

 

 

1,716.5

 

Total liabilities and stockholders' equity

 

$

2,821.2

 

 

$

2,918.5

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


 

 

Hexcel Corporation and Subsidiaries

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Net sales

 

$

472.3

 

 

$

457.7

 

Cost of sales

 

 

354.1

 

 

 

330.0

 

Gross margin

 

 

118.2

 

 

 

127.7

 

Selling, general and administrative expenses

 

 

49.0

 

 

 

50.8

 

Research and technology expenses

 

 

15.1

 

 

 

13.9

 

Other operating expense

 

 

1.2

 

 

 

0.2

 

Operating income

 

 

52.9

 

 

 

62.8

 

Interest expense, net

 

 

6.5

 

 

 

9.4

 

    Income before income taxes, and equity in earnings from affiliated companies

 

 

46.4

 

 

 

53.4

 

Income tax expense

 

 

9.9

 

 

 

11.7

 

    Income before equity in earnings from affiliated companies

 

 

36.5

 

 

 

41.7

 

Equity in earnings from affiliated companies

 

 

-

 

 

 

1.0

 

     Net income

 

$

36.5

 

 

$

42.7

 

Basic net income per common share

 

$

0.44

 

 

$

0.50

 

Diluted net income per common share

 

$

0.43

 

 

$

0.50

 

Weighted-average common shares:

 

 

 

 

 

 

     Basic

 

 

83.9

 

 

 

84.6

 

     Diluted

 

 

84.8

 

 

 

85.5

 

 

 

Hexcel Corporation and Subsidiaries

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

Net income

 

$

36.5

 

 

$

42.7

 

Currency translation adjustments

 

 

(10.4

)

 

 

12.0

 

Net unrealized pension and other benefit actuarial losses and prior service credits (net of tax)

 

 

(0.1

)

 

 

-

 

Net unrealized (loss) gain on financial instruments (net of tax)

 

 

(4.4

)

 

 

10.3

 

Total other comprehensive (loss) income

 

 

(14.9

)

 

 

22.3

 

Comprehensive income

 

$

21.6

 

 

$

65.0

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

4


 

 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

 

(Unaudited)

 

 

 

Three Months Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

Reconciliation to net cash used for operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

31.0

 

 

 

30.7

 

Amortization related to financing

 

 

0.1

 

 

 

0.1

 

Deferred income taxes

 

 

(0.7

)

 

 

(2.1

)

Equity in earnings from affiliated companies

 

 

-

 

 

 

(1.0

)

Stock-based compensation

 

 

13.1

 

 

 

12.9

 

Restructuring expenses, net of payments

 

 

0.7

 

 

 

(2.1

)

Impairment of assets

 

 

-

 

 

 

1.7

 

Changes in assets and liabilities:

 

 

 

 

 

 

Increase in accounts receivable

 

 

(37.5

)

 

 

(40.5

)

Increase in inventories

 

 

(23.0

)

 

 

(32.6

)

(Increase) decrease in prepaid expenses and other current assets

 

 

(10.0

)

 

 

0.1

 

Decrease in accounts payable/accrued liabilities

 

 

(14.0

)

 

 

(31.0

)

Other  net

 

 

(3.2

)

 

 

(2.3

)

Net cash used for operating activities

 

 

(7.0

)

 

 

(23.4

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Capital expenditures

 

 

(28.7

)

 

 

(18.1

)

Net cash used for investing activities

 

 

(28.7

)

 

 

(18.1

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Borrowing from senior unsecured credit facility - 2024

 

 

15.0

 

 

 

65.0

 

Repayment of senior unsecured credit facility - 2024

 

 

-

 

 

 

(20.0

)

Repurchases of common stock

 

 

(100.7

)

 

 

-

 

Repayment of finance lease obligation and other debt, net

 

 

(0.1

)

 

 

(0.1

)

Dividends paid

 

 

(12.6

)

 

 

(10.5

)

Activity under stock plans

 

 

(5.9

)

 

 

0.4

 

Net cash (used for) provided by financing activities

 

 

(104.3

)

 

 

34.8

 

 Effect of exchange rate changes on cash and cash equivalents

 

 

(1.1

)

 

 

0.4

 

Net decrease in cash and cash equivalents

 

 

(141.1

)

 

 

(6.3

)

Cash and cash equivalents at beginning of period

 

 

227.0

 

 

 

112.0

 

Cash and cash equivalents at end of period

 

 

85.9

 

 

 

105.7

 

Supplemental data:

 

 

 

 

 

 

Accrual basis additions to plant, property and equipment

 

$

18.6

 

 

$

16.8

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


 

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Quarters ended March 31, 2024, and March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Total

 

 

 

 

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

(In millions)

 

Par

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

Balance, December 31, 2022

 

$

1.1

 

 

$

905.0

 

 

$

2,104.9

 

 

$

(174.4

)

 

$

(1,282.4

)

 

$

1,554.2

 

Net income

 

 

 

 

 

 

42.7

 

 

 

 

 

 

 

42.7

 

Dividends on common stock ($0.125 per share)

 

 

 

 

 

 

(10.4

)

 

 

 

 

 

 

(10.4

)

Change in other comprehensive income (loss)– net of tax

 

 

 

 

 

 

 

 

22.3

 

 

 

 

 

22.3

 

Stock-based activity

 

 

 

 

15.8

 

 

 

 

 

 

 

(2.4

)

 

 

13.4

 

Balance, March 31, 2023

 

$

1.1

 

 

$

920.8

 

 

$

2,137.2

 

 

$

(152.1

)

 

$

(1,284.8

)

 

$

1,622.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Total

 

 

 

 

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

(In millions)

 

Par

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

Balance, December 31, 2023

 

$

1.1

 

 

$

936.8

 

 

$

2,168.7

 

 

$

(74.1

)

 

$

(1,316.0

)

 

$

1,716.5

 

Net income

 

 

 

 

 

 

36.5

 

 

 

 

 

 

 

36.5

 

Dividends on common stock ($0.15 per share)

 

 

 

 

 

 

(12.6

)

 

 

 

 

 

 

(12.6

)

Repurchases of common stock

 

 

 

 

 

 

 

 

 

 

(100.7

)

 

 

(100.7

)

Change in other comprehensive (loss) income– net of tax

 

 

 

 

 

 

 

 

(14.9

)

 

 

 

 

(14.9

)

Stock-based activity

 

 

 

 

17.8

 

 

 

 

 

 

 

(10.5

)

 

 

7.3

 

Balance, March 31, 2024

 

$

1.1

 

 

$

954.6

 

 

$

2,192.6

 

 

$

(89.0

)

 

$

(1,427.2

)

 

$

1,632.1

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


 

HEXCEL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1 — Significant Accounting Policies

In these notes, the terms “Hexcel,” “the Company,” “we,” “us,” or “our” mean Hexcel Corporation and subsidiary companies. The accompanying condensed consolidated financial statements are those of Hexcel Corporation. Refer to Note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our significant accounting policies.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared from the unaudited accounting records of Hexcel pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been omitted pursuant to rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include all normal recurring adjustments as well as any non-recurring adjustments necessary to present fairly the statement of financial position, results of operations, cash flows and statement of stockholders’ equity for the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2023 was derived from the audited 2023 consolidated balance sheet. Interim results are not necessarily indicative of results expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K.

Investments in Affiliated Companies

Results for the three months ended March 31, 2023 included our 50% equity ownership investment in the joint venture in Malaysia which was accounted for using the equity method of accounting. We sold our interest in the joint venture in December 2023.

 

 

 

Note 2 — Net Income Per Common Share

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Basic net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

Weighted average common shares outstanding

 

 

83.9

 

 

 

84.6

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.44

 

 

$

0.50

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

 

83.9

 

 

 

84.6

 

Plus incremental shares from assumed conversions:

 

 

 

 

 

 

Restricted stock units

 

 

0.5

 

 

 

0.5

 

Stock options

 

 

0.4

 

 

 

0.4

 

Weighted average common shares outstanding — Dilutive

 

 

84.8

 

 

 

85.5

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.43

 

 

$

0.50

 

 

Total common stock equivalents of 0.4 million and 0.5 million were excluded from the computation of diluted net income per share for the three months ended March 31, 2024 and 2023, respectively, because to do so would have been anti-dilutive.

 

 

7


 

Note 3 Inventories

 

 

 

 

 

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Raw materials

 

$

155.5

 

 

$

131.4

 

Work in progress

 

 

40.5

 

 

 

46.0

 

Finished goods

 

 

157.8

 

 

 

157.0

 

Total Inventory

 

$

353.8

 

 

$

334.4

 

 

 

Note 4 Retirement and Other Postretirement Benefit Plans

We maintain qualified and nonqualified defined benefit retirement plans covering certain current and former U.S. and European employees, retirement savings plans covering eligible U.S. and U.K. employees and certain postretirement health care and life insurance benefit plans covering eligible U.S. retirees. We also participate in a union sponsored multi-employer pension plan covering certain U.S. employees with union affiliations.

Defined Benefit Retirement Plans

Net Periodic Benefit Costs

Net periodic benefit costs of our defined benefit retirement plans for the three months ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

U.S. Nonqualified Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

-

 

 

$

0.3

 

Interest cost

 

 

0.2

 

 

 

0.1

 

Net amortization

 

 

(0.1

)

 

 

0.2

 

Net periodic benefit cost

 

$

0.1

 

 

$

0.6

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for U.S. nonqualified defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.2

 

 

$

1.3

 

Other non-current liabilities

 

 

16.8

 

 

 

16.8

 

Total accrued benefit

 

$

18.0

 

 

$

18.1

 

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

European Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

0.2

 

 

$

0.2

 

Interest cost

 

 

0.1

 

 

 

1.2

 

Expected return on plan assets

 

 

-

 

 

 

(1.2

)

Net amortization and deferral

 

 

-

 

 

 

0.6

 

Net periodic benefit cost

 

$

0.3

 

 

$

0.8

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for European defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.1

 

 

$

0.8

 

Other non-current liabilities

 

 

12.8

 

 

 

12.3

 

Total accrued benefit

 

$

13.9

 

 

$

13.1

 

 

All costs related to our pensions are included as a component of operating income in our Condensed Consolidated Statements of Operations. For the three months ended March 31, 2024 and 2023, amounts unrelated to service costs were a charge of $0.2 million and $0.9 million, respectively.

 

8


 

Contributions

We generally fund our U.S. non-qualified defined benefit retirement plans when benefit payments are incurred. We contributed approximately $0.2 million to our U.S. non-qualified defined benefit retirement plans during the three months ended March 31, 2024 and expect to contribute a total of $0.7 million in 2024 to cover unfunded benefits.

Contributions to our European defined benefit retirement plans during the three months ended March 31, 2024 were not material. We plan to contribute approximately $1.1 million during 2024 to our European plans.

Postretirement Health Care and Life Insurance Benefit Plans

We recorded $0.3 million of net amortization gain deferral for the three months ended March 31, 2023. Amounts for the three months ended March 31, 2024 were not material. Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the three months ended March 31, 2024 and 2023 were immaterial.

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet:

 

 

 

 

 

 

Accrued liabilities

 

$

0.2

 

 

$

0.2

 

Other non-current liabilities

 

 

0.9

 

 

 

0.9

 

Total accrued benefit

 

$

1.1

 

 

$

1.1

 

 

Amounts contributed in connection with our postretirement plans were immaterial for both the three months ended March 31, 2024 and 2023. We periodically fund our postretirement plans to pay covered expenses as they are incurred. We expect to contribute approximately $0.2 million in 2024 to cover unfunded benefits.

 

 

Note 5 –– Debt

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Current portion of finance lease

 

$

0.1

 

 

$

0.1

 

Current portion of debt

 

 

0.1

 

 

 

0.1

 

Senior unsecured credit facility

 

 

15.0

 

 

 

-

 

4.7% senior notes --- due 2025

 

 

300.0

 

 

 

300.0

 

3.95% senior notes --- due 2027

 

 

400.0

 

 

 

400.0

 

Senior notes --- original issue discount

 

 

(0.6

)

 

 

(0.7

)

Senior notes --- deferred financing costs

 

 

(1.4

)

 

 

(1.6

)

Non-current portion of finance lease and other debt

 

 

1.6

 

 

 

1.7

 

Long-term debt

 

 

714.6

 

 

 

699.4

 

Total debt

 

$

714.7

 

 

$

699.5

 

 

On April 25, 2023, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility agreement (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity remained at $750 million. The Facility matures in April 2028. In connection with the refinancing, the Company incurred approximately $2.5 million in financing costs which were deferred and are amortized over the life of the Facility.

 

Borrowings under the Facility bear interest for Secured Overnight Financing Rate ("SOFR") borrowings at (i) an Adjusted Term SOFR rate (subject to a 0.00% floor), where such “Adjusted Term SOFR” rate is equal to the Term SOFR rate for the applicable interest period plus 0.10%, plus the Applicable Margin or (ii) for base rate borrowings, the greatest of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) the Adjusted Term SOFR rate (subject to a 0.00% floor) for a one-month interest period plus 1.00%, in each case plus the Applicable Margin. The “Applicable Margin” initially was 1.125% for SOFR rate borrowings and 0.125% for base rate borrowings, and after September 30, 2023, can fluctuate, determined by reference to the more favorable to the Company of its (i) public debt rating and (ii) consolidated leverage ratio, as specified in the Credit Agreement. Up to $50 million of the Facility may be used for letters of credit. The Credit Agreement enables the Company, from time to time, to add term loans or to increase the revolving credit commitment in an aggregate amount not to exceed $500 million.

As of March 31, 2024, total borrowings under the Facility were $15.0 million, which approximates fair value. Outstanding letters of credit reduce the amount available for borrowing under the Facility. As of March 31, 2024, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $735.0 million. The weighted average interest rate for the

9


 

Facility was 8.6% for the three months ended March 31, 2024. The Company was in compliance with all debt covenants as of March 31, 2024.

In 2017, the Company issued $400 million in aggregate principal amount of 3.95% Senior Unsecured Notes due in 2027. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 5.95%. The effective interest rate for the three months ended March 31, 2024 was 4.0% inclusive of an approximately 0.25% benefit of treasury locks. Based on quoted prices, the fair value of the Senior Unsecured Notes due in 2027 was $381.3 million at March 31, 2024.

In 2015, the Company issued $300 million in aggregate principal amount of 4.7% Senior Unsecured Notes due in 2025. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 6.7%. The effective interest rate for the three months ended March 31, 2024 was 4.9%. Based on quoted prices, the fair value of the Senior Unsecured Notes due in 2025 was $297.0 million at March 31, 2024.

 

 

Note 6 Derivative Financial Instruments

The Company had treasury lock agreements to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our senior unsecured notes. These hedges were designated as cash flow hedges, thus any change in fair value was recorded as a component of other comprehensive income (loss). As part of the issuance of our senior notes, we net settled these derivatives for $10 million in cash and the deferred gains recorded in other comprehensive income (loss) will be released to interest expense over the life of the senior notes. The effect of these settled treasury locks reduces the effective interest rate on the senior notes by approximately 0.25%.

Cross Currency and Interest Rate Swap Agreements

In November 2020, we entered into a cross currency and interest rate swap, which was designated as a cash flow hedge of a €270 million, 5-year amortizing, intercompany loan between one of our European subsidiaries and the U.S. parent company. Changes in the spot exchange are recorded to the general ledger and offset the fair value re-measurement of the hedged item. The net difference in the interest rates coupons is recorded as a credit to interest expense. The derivative swaps €270 million bearing interest at a fixed rate of 0.30% for $319.9 million at a fixed rate interest of 1.115%. The interest coupons settle semi-annually. The principal will amortize each year on November 15, as follows: for years 1 through 4, beginning November 15, 2021, €50 million versus $59.2 million, and a final settlement on November 15, 2025 of €70 million versus $82.9 million.

 

Foreign Currency Forward Exchange Contracts

 

A number of our European subsidiaries are exposed to the impact of exchange rate volatility between the U.S. dollar and the subsidiaries’ functional currencies, being either the Euro or the British pound sterling. We have entered into contracts to exchange U.S. dollars for Euros and British pound sterling through September 2026. The aggregate notional amount of these contracts was $371.7 million and $393.3 million at March 31, 2024 and December 31, 2023, respectively. The purpose of these contracts is to hedge a portion of the forecasted transactions of our European subsidiaries under long-term sales contracts with certain customers. These contracts are expected to provide us with a more balanced matching of future cash receipts and expenditures by currency, thereby reducing our exposure to fluctuations in currency exchange rates. The effective portion of the hedges, losses of $7.1 million were recorded in other comprehensive (loss) income for the three months ended March 31, 2024, and gains of $4.0 million were recorded for the three months ended March 31, 2023. We recognized losses of $0.7 million and losses of $3.7 million in gross margin during the three months ended March 31, 2024 and 2023, respectively.

In addition, we enter into foreign exchange forward contracts which are not designated as hedges. These are used to provide an offset to transactional gains or losses arising from the remeasurement of non-functional monetary assets and liabilities such as accounts receivable. The change in the fair value of the derivatives is recorded in the Statement of Operations. There are no credit contingency features in these derivatives. During the quarters ended March 31, 2024 and 2023, we recognized net foreign exchange gains of $1.6 million and losses of $0.4 million, respectively, in the Condensed Consolidated Statements of Operations. The net foreign exchange impact recognized from these hedges offset the translation exposure of these transactions.

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive loss for the quarters ended March 31, 2024 and March 31, 2023 was as follows:

10


 

 

 

 

Quarter Ended March 31,

 

 

(In millions)

 

2024

 

 

2023

 

 

Unrealized gains (losses) at beginning of period, net of tax

 

$

5.3

 

 

$

(10.5

)

 

Losses reclassified to net sales

 

 

0.5

 

 

 

2.7

 

 

(Decrease) increase in fair value

 

 

(5.3

)

 

 

3.0

 

 

Unrealized gains (losses) at end of period, net of tax

 

$

0.5

 

 

$

(4.8

)

 

 

Unrealized losses of $0.6 million recorded in accumulated other comprehensive loss, less taxes of $0.2 million, as of March 31, 2024, are expected to be reclassified into earnings over the next twelve months as the hedged sales are recorded.

 

Commodity Swap Agreements

We use commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of March 31, 2024, we had commodity swap agreements with a notional value of $19.4 million. The swaps mature monthly through March 2026. The swaps are accounted for as a cash flow hedge of our forward raw material purchases. To ensure the swaps are highly effective, all of the critical terms of the swap matched the terms of the hedged items.

The fair value of outstanding derivative financial instruments as of March 31, 2024 and December 31, 2023 were as follows:

 

 

 

Prepaid and Other Current Assets

 

Other Assets

 

Current Liabilities

 

Non-Current Liabilities

(In millions)

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

$3.3

 

$4.8

 

$2.0

 

$5.5

 

$3.9

 

$3.2

 

$0.7

 

$-

      Undesignated hedges

 

0.1

 

-

 

-

 

-

 

-

 

1.4

 

-

 

-

Commodity swaps

 

0.9

 

0.5

 

0.1

 

0.2

 

0.6

 

1.5

 

0.3

 

0.2

      Cross currency and interest rate swap

 

5.8

 

4.3

 

5.6

 

3.7

 

-

 

-

 

-

 

-

Total Derivative Products

 

$10.1

 

$9.6

 

$7.7

 

$9.4

 

$4.5

 

$6.1

 

$1.0

 

$0.2

Note 7 — Fair Value Measurements

The authoritative guidance for fair value measurements establishes a hierarchy for observable and unobservable inputs used to measure fair value, into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider our own and counterparty credit risk in our assessment of fair value.

We have no assets or liabilities that utilize Level 1 or Level 3 inputs. However, we have derivative instruments classified as liabilities and assets which utilize Level 2 inputs.

For derivative assets and liabilities that utilize Level 2 inputs, we prepare estimates of future cash flows of our derivatives, which are discounted to a net present value. The estimated cash flows and the discount factors used in the valuation model are based on observable inputs, and incorporate non-performance risk (the credit standing of the counterparty when the derivative is in a net asset position, and the credit standing of Hexcel when the derivative is in a net liability position). For further information on the fair value of our derivative financial instruments see Note 6, Derivative Financial Instruments. In addition, the fair value of these derivative contracts, which are subject to a master netting arrangement under certain circumstances, is presented on a gross basis in the Condensed Consolidated Balance Sheets.

11


 

Below is a summary of valuation techniques for all Level 2 financial assets and liabilities:

Cross Currency and Interest Rate Swap Agreements — valued using the USD Secured Overnight Financing Rate curves and quoted forward foreign exchange prices at the reporting date.
Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date.
Commodity swap agreements — valued using quoted forward commodity prices at the reporting date.

Counterparties to the above contracts are highly rated financial institutions, none of which experienced any significant downgrades in the three months ended March 31, 2024 that would reduce the receivable amount owed, if any, to the Company.

 

 

Note 8 — Revenue

 

Our revenue is primarily derived from the sale of inventory under long-term contracts with our customers. We have determined that individual purchase orders (“PO”), the terms and conditions of which are taken with a master agreement, create the ASC 606 contracts, which are generally short-term in nature. For those sales that are not tied to a long-term agreement, we generate a PO that is subject to our standard terms and conditions. In instances where our customers acquire our goods related to government contracts, the contracts are typically subject to terms similar, or equal to, the Federal Acquisition Regulation Part 52.249-2. This regulation contains a termination for convenience clause (“T for C”), which requires that the customer pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit.

 

We recognize revenue over time for those agreements that have T for C, and where the products being produced have no alternative use. As our production cycle is typically nine months or less, it is expected that goods related to the revenue recognized over time will be shipped and billed within the next twelve months. Less than half of our agreements contain provisions which would require revenue to be recognized over time. All other revenue is recognized at a point in time.

 

We disaggregate our revenue based on market for analytical purposes. The following table details our revenue by market for the three months ended March 31, 2024 and 2023:

 

 

 

Quarter Ended March 31,

 

(In millions)

2024

 

 

2023

 

Consolidated Net Sales

$

472.3

 

$

457.7

 

Commercial Aerospace

 

299.3

 

 

 

284.5

 

Space & Defense

 

139.1

 

 

 

126.2

 

Industrial

 

33.9

 

 

 

47.0

 

Revenue recognized over time gives rise to contract assets, which represent revenue recognized but unbilled. Contract assets are included in our Condensed Consolidated Balance Sheets as a component of current assets. The activity related to contract assets for the three months ended March 31, 2024 was as follows:

 

(In millions)

Composite Material

 

Engineered Products

 

Total

 

Balance at December 31, 2023

$

8.3

 

 

$

16.8

 

 

$

25.1

 

Net revenue billed

 

1.6

 

 

 

4.4

 

 

 

6.0

 

Balance at March 31, 2024

$

9.9

 

$

21.2

 

$

31.1

 

 

Accounts receivable, net, includes amounts billed to customers where the right to payment is unconditional.

 

 

Note 9 — Segment Information

The financial results for our operating segments are prepared using a management approach, which is consistent with the basis and manner in which we internally segregate financial information for the purpose of assisting in making internal operating decisions. We evaluate the performance of our operating segments based on operating income, and generally account for intersegment sales based on arm’s length prices. Corporate and certain other expenses are not allocated to the operating segments, except to the extent that the expense can be directly attributable to the business segment.

12


 

Financial information for our operating segments for the three months ended March 31, 2024 and 2023 was as follows:

 

 

(Unaudited)

 

 

 

Composite

 

 

Engineered

 

 

Corporate &

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Other (a)

 

 

Total

 

Quarter Ended March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

379.5

 

 

$

92.8

 

 

$

 

 

$

472.3

 

Intersegment sales

 

 

23.3

 

 

 

0.3

 

 

 

(23.6

)

 

 

 

Total sales

 

$

402.8

 

 

$

93.1

 

 

$

(23.6

)

 

$

472.3

 

Other operating expense

 

 

0.8

 

 

 

0.4

 

 

 

 

 

 

1.2

 

Operating income (loss)

 

 

63.7

 

 

 

12.9

 

 

 

(23.7

)

 

 

52.9

 

Depreciation and amortization

 

 

27.2

 

 

 

3.8

 

 

 

 

 

 

31.0

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.2

 

 

 

13.1

 

Accrual basis additions to capital expenditures

 

 

16.7

 

 

 

1.9

 

 

 

-

 

 

 

18.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

378.2

 

 

$

79.5

 

 

$

 

 

$

457.7

 

Intersegment sales

 

 

19.3

 

 

 

1.0

 

 

 

(20.3

)

 

 

 

Total sales

 

$

397.5

 

 

$

80.5

 

 

$

(20.3

)

 

$

457.7

 

Other operating expense

 

 

0.2

 

 

 

-

 

 

 

-

 

 

 

0.2

 

Operating income (loss)

 

 

73.2

 

 

 

12.0

 

 

 

(22.4

)

 

 

62.8

 

Depreciation and amortization

 

 

27.2

 

 

 

3.5

 

 

 

 

 

 

30.7

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.0

 

 

 

12.9

 

Accrual basis additions to capital expenditures

 

 

13.1

 

 

 

3.7

 

 

 

 

 

 

16.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
We do not allocate corporate expenses to the operating segments.

 

Goodwill and Intangible Assets

 

Composite

 

 

Engineered

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Total

 

Balance at December 31, 2023

 

$

87.2

 

 

$

164.1

 

 

$

251.3

 

Amortization expense

 

 

(0.4

)

 

 

(1.2

)

 

 

(1.6

)

Currency translation adjustments

 

 

(1.0

)

 

 

 

 

 

(1.0

)

Balance at March 31, 2024

 

$

85.8

 

 

$

162.9

 

 

$

248.7

 

 

At March 31, 2024, the balance of goodwill and intangible assets was $187.8 million and $60.9 million, respectively.

 

Note 10 — Accumulated Other Comprehensive Loss

 

Comprehensive loss represents net loss and other gains and losses affecting stockholders’ equity that are not reflected in the Condensed Consolidated Statements of Operations. The components of accumulated other comprehensive loss as of March 31, 2024 and December 31, 2023 were as follows:

 

(In millions)

 

Unrecognized
Net Defined
Benefit and
Postretirement
Plan Costs

 

 

Change in Fair
Value of
Derivatives
Products (1)

 

 

Foreign
Currency
Translation

 

 

Total

 

Balance at December 31, 2023

 

$

1.0

 

 

$

5.7

 

 

$

(80.8

)

 

$

(74.1

)

Other comprehensive loss before reclassifications

 

 

-

 

 

 

(1.8

)

 

 

(10.4

)

 

 

(12.2

)

Amounts reclassified from accumulated other comprehensive
loss

 

 

(0.1

)

 

 

(2.6

)

 

 

 

 

(2.7

)

Other comprehensive loss

 

 

(0.1

)

 

 

(4.4

)

 

 

(10.4

)

 

 

(14.9

)

Balance at March 31, 2024

 

$

0.9

 

 

$

1.3

 

 

$

(91.2

)

 

$

(89.0

)

 

 

(1)
Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps.

 

The amounts of net (gains) losses reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs and derivative products components of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023 were as follows:

 

13


 

 

 

Quarter Ended March 31, 2024

 

 

Quarter Ended March 31, 2023

 

(In millions)

 

Pre-tax (gain) loss

 

 

Net of tax (gain) loss

 

 

Pre-tax loss (gain)

 

 

Net of tax loss (gain)

 

Defined Benefit and Postretirement Plan Costs

 

$

(0.1

)

 

$

(0.1

)

 

$

0.5

 

 

$

0.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

  Foreign currency forward exchange contracts

 

 

0.7

 

 

 

0.4

 

 

 

3.7

 

 

 

2.7

 

  Commodity swaps

 

 

(0.3

)

 

 

(0.3

)

 

 

0.9

 

 

 

0.7

 

  Interest rate swaps

 

 

(3.6

)

 

 

(2.7

)

 

 

(2.1

)

 

 

(1.6

)

Total Derivative Products

 

$

(3.2

)

 

$

(2.6

)

 

$

2.5

 

 

$

1.8

 

 

 

Note 11 — Commitments and Contingencies

We are involved in litigation, investigations and claims arising out of the normal conduct of our business, including those relating to commercial transactions, environmental, employment and health and safety matters. While it is impossible to predict the ultimate resolution of litigation, investigations and claims asserted against us, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that, after taking into account our existing insurance coverage and amounts already provided for, the currently pending legal proceedings against us will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.

Environmental Matters

We have been named as a potentially responsible party (“PRP”) with respect to the below and other hazardous waste disposal sites that we do 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 the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) allows for joint and several liability in certain circumstances, we could be responsible for all remediation costs at such sites, even if we are one of many PRPs. We believe, based on the amount and nature of the hazardous waste at issue, and the number of other financially viable PRPs at each site, that our liability in connection with such environmental matters will not be material.

Lower Passaic River Study Area

Hexcel, together with approximately 48 other PRPs that comprise the Lower Passaic Cooperating Parties Group (the “CPG”), are subject to a May 2007 Administrative Order on Consent (“AOC”) with the EPA requiring the CPG to perform a Remedial Investigation/Feasibility Study of environmental conditions of a 17-mile stretch of the Passaic River in New Jersey (the “Lower Passaic River”). We were included in the CPG based on our operations at our former manufacturing site in Lodi, New Jersey.

In March 2016, the EPA issued a Record of Decision (“ROD”) setting forth the EPA’s selected remedy for the lower eight miles of the Lower Passaic River at an expected cost ranging from $0.97 billion to $2.07 billion. In August 2017, the EPA appointed an independent third-party allocation expert to make recommendations on the relative liability of approximately 120 identified non-government PRPs for the lower eight miles of the Lower Passaic River. In December 2020, the allocator issued its non-binding report on PRP liability (including Hexcel’s) to the EPA. In October 2021, the EPA released a ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional cost ranging from $308.7 million to $661.5 million.

In October 2016, pursuant to a settlement agreement with the EPA, Occidental Chemical Corporation (“OCC”), one of the PRPs, commenced performance of the remedial design required by the ROD for the lower eight miles of the Lower Passaic River, reserving its right of cost contribution from all other PRPs. In June 2018, OCC filed suit against approximately 120 parties, including Hexcel, in the U.S. District Court of the District of New Jersey seeking cost recovery and contribution under CERCLA related to the Lower Passaic River. In July 2019, the court granted in part and denied in part the defendants’ motion to dismiss. In August 2020, the court granted defendants’ motion for summary judgement for certain claims. Discovery for the remaining claims has been stayed indefinitely based on agreement of the parties. On February 24, 2021, Hexcel and certain other defendants filed a third-party complaint against the Passaic Valley Sewerage Commission and certain New Jersey municipalities seeking recovery of Passaic-related cleanup costs incurred by defendants, as well as contribution for any cleanup costs incurred by OCC for which the court deems the defendants liable. In March 2023, the EPA issued a Unilateral Administrative Order (“UAO”) to OCC ordering OCC to commence remedial design work for the interim remedy for the cleanup of the upper nine miles of the Lower Passaic River. On March 24, 2023, OCC filed suit against Hexcel and approximately 38 other parties claiming cost recovery under CERCLA for future costs related to its compliance with the UAO. On January 5, 2024, the U.S. District Court stayed the foregoing claim initiated by OCC until the completion of the Passaic-related Consent Decree process.

14


 

On December 16, 2022, the EPA lodged a Consent Decree with the U.S. District Court for the District of New Jersey requesting court approval of a $150 million settlement of the EPA’s CERCLA claims against Hexcel and 83 other PRPs for costs related to alleged contamination of the upper and lower portions of the Lower Passaic River. The 84 PRPs have collectively placed $150 million in escrow, pending District Court approval of the Consent Decree. Hexcel is unable to estimate when or if the District Court will approve the Consent Decree.

Summary of Environmental Reserves

Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lower Passaic River and other sites are accrued in the Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, our aggregate environmental related accruals were $0.6 million and $0.7 million, respectively. These amounts were included in non-current liabilities.

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 being named in a new matter.

Product Warranty

We provide standard assurance-type warranties for our products, which cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Warranty expense for the three months ended March 31, 2024, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, were as follows:

 

 

 

Product

 

(In millions)

 

Warranties

 

Balance as of December 31, 2023

 

$

2.8

 

Warranty expense

 

 

0.8

 

Deductions and other

 

 

(0.3

)

Balance as of March 31, 2024

 

$

3.3

 

 

 

15


 

 

 

Note 12 — Restructuring

 

We recognized restructuring charges of $1.2 million for the quarter ended March 31, 2024 primarily related to severance. Anticipated future cash payments as of March 31, 2024 were $1.9 million.

 

 

 

 

 

 

Activity for the Quarter Ended March 31, 2024

 

 

 

 

 

December 31,

 

 

Restructuring

 

 

 

 

 

Cash

 

 

 

 

 

March 31,

 

(In Millions)

2023

 

 

Charge

 

 

FX Impact

 

 

Paid

 

 

Non-Cash

 

 

2024

 

Employee termination

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

Total

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 13 — Capital Stock

 

Under the share repurchase plan adopted by the Board of Directors of the Company (the "Board") in May 2018 (the “2018 Repurchase Plan"), the Board authorized $500 million for the repurchase of the Company's common stock of which $86.4 million remained as of March 31, 2024. On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”) which is in addition to the amount that remained available for repurchases under the 2018 Repurchase Plan. The repurchase of the Company’s common stock under the 2018 Repurchase Plan and the 2024 Share Repurchase Plan (together the "Share Repurchase Program") are anticipated to be made in open market transactions, block transactions, privately negotiated purchase transactions or other purchase techniques at the discretion of management based upon consideration of market, business, legal, accounting, and other factors.

 

During the three months ended March 31, 2024, the Company repurchased 1,397,755 shares of common stock on the open market under the Share Repurchase Program at an average price of $71.54 per share and at a cost of $100.7 million, including commissions and excise tax, leaving approximately $386.4 million available for additional repurchases under the Share Repurchase Program. The acquisition of these shares was accounted for under the treasury method.

 

16


 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

We develop, manufacture, and market lightweight, high-performance structural materials, including carbon fiber, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, resins, engineered core and composite structures, for use in Commercial Aerospace, Space & Defense, and Industrial markets. We propel the future of flight, energy generation, transportation, and recreation through excellence in providing innovative high-performance material solutions that are lighter, stronger and tougher, helping to create a better world for us all.

We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Europe, Asia Pacific, India, and Africa.

We are a manufacturer of products within a single industry: Advanced Composites. We have two reportable segments: Composite Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resin systems, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines and pultruded profiles. The Engineered Products segment is comprised of lightweight high strength composite structures, radio frequency/electromagnetic interference (“RF/EMI”) and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality and thermoplastic additive manufacturing.

The Commercial Aerospace market has recovered strongly following the severe negative economic impacts on this industry resulting from the COVID-19 pandemic that began in 2020. Our business is continuing to recover driven by growth in air travel and an increase in aircraft build rates. The recovery has created many challenges across the markets Hexcel operates in, related to global logistics, supply chains, inflationary pressures and has also been impacted by the effects of geopolitical issues and conflicts. These challenges have had and may continue to have further negative impacts on our operations, supply chain, transportation networks and customers, all of which have and may continue to compress our financial results.

 

Financial Overview

Results of Operations

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

 

% Change

 

Net sales

 

$

472.3

 

 

$

457.7

 

 

 

3.2

 %

Net sales change in constant currency

 

 

 

 

 

 

 

 

3.1

 %

Operating income

 

$

52.9

 

 

$

62.8

 

 

 

(15.8

)%

As a percentage of net sales

 

 

11.2

%

 

 

13.7

 %

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

 

 

(14.5

)%

Diluted net income per common share

 

$

0.43

 

 

$

0.50

 

 

 

(14.0

)%

 

 

 

17


 

 

Net Sales

 

The following table summarizes net sales to third-party customers by segment and end market for the quarters ended March 31, 2024 and 2023:

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

 

% Change

 

Consolidated Net Sales

 

$

472.3

 

 

$

457.7

 

 

 

3.2

 %

Commercial Aerospace

 

 

299.3

 

 

 

284.5

 

 

 

5.2

 %

Space & Defense

 

 

139.1

 

 

 

126.2

 

 

 

10.2

 %

Industrial

 

 

33.9

 

 

 

47.0

 

 

 

(27.9

)%

 

 

 

 

 

 

 

 

 

 

Composite Materials

 

$

379.5

 

 

$

378.2

 

 

 

0.3

 %

Commercial Aerospace

 

 

251.5

 

 

 

243.2

 

 

 

3.4

 %

Space & Defense

 

 

94.7

 

 

 

88.8

 

 

 

6.6

 %

Industrial

 

 

33.3

 

 

 

46.2

 

 

 

(27.9

)%

 

 

 

 

 

 

 

 

 

 

Engineered Products

 

$

92.8

 

 

$

79.5

 

 

 

16.7

 %

Commercial Aerospace

 

 

47.8

 

 

 

41.3

 

 

 

15.7

 %

Space & Defense

 

 

44.4

 

 

 

37.4

 

 

 

18.7

 %

Industrial

 

 

0.6

 

 

 

0.8

 

 

 

(25.0

)%

 

Sales by Segment

 

Composite Materials: Net sales of $379.5 million in the first quarter of 2024 increased by $1.3 million or 0.3% from the prior year quarter. Commercial Aerospace sales increased $8.3 million or 3.4% in the first quarter of 2024 and Space & Defense sales increased $5.9 million or 6.6% as compared to the prior year quarter. These increases were partially offset by a decrease in Industrial sales of $12.9 million or 27.9% compared to the prior year quarter.

 

Engineered Products: For the first quarter of 2024, net sales of $92.8 million increased $13.3 million or 16.7% as compared to the prior year quarter. The increase was driven by higher Commercial Aerospace sales, which were up $6.5 million or 15.7% in the first quarter of 2024 as compared to the same period in 2023, as well as higher Space & Defense sales of $7.0 million, or 18.7%.

 

Sales by Market

 

Commercial Aerospace sales of $299.3 million increased 5.2% (5.2% in constant currency) for the first quarter of 2024 compared to the first quarter of 2023 driven by strong Boeing 787 sales. Other Commercial Aerospace sales of $55.1 million decreased 6.3% for the first quarter of 2024 compared to the first quarter of 2023 due to softer business jet sales.

 

Space & Defense sales of $139.1 million increased 10.2% (10.0% in constant currency) for the quarter as compared to the first quarter of 2023 with strong fixed wing aircraft programs, including the Lockheed F-35 and Airbus A400M, as well as classified programs.

 

Total Industrial sales of $33.9 million in the first quarter of 2024 decreased 27.9% (28.5% in constant currency) compared to the first quarter of 2023, due to lower sales across all industrial sub-markets.

 

Gross Margin

 

 

 

Quarter Ended March 31,

 

 

(In millions)

 

2024

 

 

2023

 

 

% Change

 

 

Gross margin

 

$

118.2

 

 

$

127.7

 

 

 

(7.4

)%

 

Percentage of sales

 

 

25.0

%

 

 

27.9

%

 

 

 

 

 

Gross margin for the first quarters of 2024 and 2023 was 25.0% and 27.9%, respectively. The higher prior year gross margin benefited from favorable sales mix and absorption.

 

18


 

Operating Expenses

 

 

 

Quarter Ended March 31,

 

 

(In millions)

 

2024

 

 

2023

 

 

% Change

 

 

SG&A expense

 

$

49.0

 

 

$

50.8

 

 

 

(3.5

)%

 

Percentage of sales

 

 

10.4

%

 

 

11.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R&T expense

 

$

15.1

 

 

$

13.9

 

 

 

8.6

 %

 

Percentage of sales

 

 

3.2

%

 

 

3.0

%

 

 

 

 

 

Selling, general and administrative expenses were lower for the three months ended March 31, 2024 compared to the same period in 2023 due to lower employee-related expenses. Research and technology expenses for the quarter ended March 31, 2024 were higher than the prior year period primarily due to increases in materials, depreciation and employee-related expenses.

 

Operating Income

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

 

% Change

 

Consolidated operating income

 

$

52.9

 

 

$

62.8

 

 

 

(15.8

)%

Operating margin

 

 

11.2

%

 

 

13.7

 %

 

 

 

Composite Materials

 

 

63.7

 

 

 

73.2

 

 

 

(13.0

)%

Operating margin

 

 

15.8

%

 

 

18.4

 %

 

 

 

Engineered Products

 

 

12.9

 

 

 

12.0

 

 

 

7.5

 %

Operating margin

 

 

13.9

 %

 

 

14.9

 %

 

 

 

Corporate & Other

 

 

(23.7

)

 

 

(22.4

)

 

 

(5.8

)%

 

Operating income for the first quarter of 2024 and 2023 was $52.9 million and $62.8 million, respectively. The decrease in operating income for the first quarter of 2024 compared to the same period last year was primarily driven by the lower gross margin.

 

Interest Expense, Net

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

 

% Change

 

Interest expense, net

 

$

6.5

 

 

$

9.4

 

 

 

(30.9

)%

 

Net interest expense for the first quarter ended March 31, 2024 was lower compared to the first quarter of 2023 due to lower average borrowings and higher interest income.

 

Provision for Income Taxes

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

Income tax expense

 

$

9.9

 

 

$

11.7

 

Effective tax rate

 

 

21.3

 %

 

 

21.9

 %

 

The tax expense for the quarter ended March 31, 2024 was $9.9 million compared to a tax expense of $11.7 million for the quarter ended March 31, 2023.

 

Financial Condition

Liquidity: Cash on hand at March 31, 2024 was $85.9 million as compared to $227.0 million at December 31, 2023. As of March 31, 2024, total debt was $714.7 million as compared to $699.5 million at December 31, 2023.

 

Under the senior unsecured credit facility (the "Facility"), total borrowings at March 31, 2024 were $15.0 million, which approximated fair value. The Facility agreement permits us to issue letters of credit up to an aggregate amount of $50.0 million. As of March 31, 2024, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $735.0 million. The weighted average interest rate for the Facility was 8.6% for the three months ended March 31, 2024. For further information regarding our Facility, see Note 5, Debt, to the accompanying condensed consolidated financial statements of this Form 10-Q.

19


 

We expect to meet our short-term liquidity requirements (including capital expenditures) through net cash from operating activities, cash on hand and the Facility. As of March 31, 2024, long-term liquidity requirements consisted primarily of obligations under our long-term debt obligations. We do not have any significant required debt repayments until August 2025 when our 4.7% Senior Unsecured Notes are due.

 

The remaining authorization under the Share Repurchase Program at March 31, 2024 was $386.4 million. On April 22, 2024, our Board of Directors declared a quarterly dividend of $0.15 per share payable to stockholders of record as of May 3, 2024, with a payment date of May 10, 2024.

Operating Activities: Net cash used for operating activities for the first three months of 2024 was $7.0 million compared to $23.4 million for the same period last year. Working capital was a cash use of $84.5 million for the first three months of 2024 compared to a use of $104.0 million in the same period in 2023. The improvement in the current year was primarily driven by lower payments of payables and lower increases in inventory levels.

Investing Activities: Net cash used for investing activities was $28.7 million and $18.1 million in the first three months of 2024 and 2023, respectively, reflecting an increase in capital expenditures.

Financing Activities: Net cash used for financing activities was $104.3 million for first three months of 2024 compared to net cash provided of $34.8 million in the same period in 2023. Borrowings under the Facility during the first quarter of 2024 were $15.0 million compared to $65.0 million in borrowings and repayments of $20.0 million for the same period in the prior year. Quarterly dividend payments to shareholders were $12.6 million during the first quarter of 2024 compared to $10.5 million in the first quarter of 2023. During the three months ended March 31, 2024, repurchases of common stock totaled $100.7 million.

Financial Obligations and Commitments: The next significant scheduled debt maturity will not occur until 2025, when the 4.7% Senior Unsecured Notes mature. Certain sales and administrative offices, data processing equipment, vehicles and manufacturing equipment, and facilities are leased under operating leases.

 

20


 

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors management believes to be relevant at the time our Condensed Consolidated Financial Statements are prepared. On a regular basis, management reviews accounting policies, assumptions, estimates and judgments to ensure our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results may differ from our assumptions and estimates, and such differences could be material.

We describe our significant accounting policies and critical accounting estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Commitments and Contingencies

We are involved in litigation, investigations and claims arising out of the normal conduct of our business, including those relating to commercial transactions, environmental, employment and health and safety matters. We estimate and accrue our liabilities resulting from such matters based upon 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. We believe we have adequately accrued for these potential liabilities; however, facts and circumstances may change, such as new developments, or a change in approach, including a change in settlement strategy or in an environmental remediation plan, or in our existing insurance coverage, that could cause the actual liability to exceed the estimates, or may require adjustments to the recorded liability balances in the future. For further discussion, see Note 11, Commitments and Contingencies, to the accompanying Condensed Consolidated Financial Statements of this Form 10-Q.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures, including sales and expenses measured in constant dollars (prior year sales and expenses measured at current year exchange rates); operating income, net income and earnings per share adjusted for items included in operating expense and non-operating expenses; and free cash flow. Management believes these non-GAAP measures are meaningful to investors because they provide a view of Hexcel with respect to ongoing operating results and comparisons to prior periods. These adjustments can represent significant charges or credits that we believe are important to an understanding of Hexcel’s overall operating results in the periods presented. Such non-GAAP measures are not determined in accordance with generally accepted accounting principles and should not be viewed in isolation or as an alternative to or substitutes for GAAP measures of performance. Our calculation of these measures may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating our performance. Reconciliations to adjusted operating income, adjusted net income, adjusted diluted net income per share and free cash flow are provided below.

 

 

 

Operating Income

 

 

Quarter Ended March 31,

 

(In millions)

2024

 

 

2023

 

GAAP operating income

 

$

52.9

 

 

 

$

62.8

 

Other operating expense (a)

 

 

1.2

 

 

 

 

0.2

 

Adjusted operating income (non-GAAP)

 

$

54.1

 

 

 

$

63.0

 

 

 

 

Quarter Ended March 31,

 

 

 

2024

 

 

2023

 

(In millions, except per diluted share data)

 

Net Income

 

 

Diluted Net Income Per Share

 

 

Net Income

 

Diluted Net Income Per Share

 

GAAP net income

 

 

$

36.5

 

 

 

$

0.43

 

 

$

42.7

 

 

 

$

0.50

 

Other operating expense, net of tax (a)

 

 

 

0.9

 

 

 

 

0.01

 

 

 

0.2

 

 

 

 

-

 

Adjusted net income (non-GAAP)

 

 

$

37.4

 

 

 

$

0.44

 

 

$

42.9

 

 

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
The quarters ended March 31, 2024 and 2023 included restructuring costs primarily related to severance.

 

21


 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

Net cash used for operating activities

 

$

(7.0

)

 

$

(23.4

)

Less: Capital expenditures

 

 

(28.7

)

 

 

(18.1

)

Free cash flow (non-GAAP)

 

$

(35.7

)

 

$

(41.5

)

 

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target,” “would,” “will” and similar terms and phrases, including references to assumptions. Such statements are based on current expectations, are inherently uncertain and are subject to changing assumptions.

Such forward-looking statements include, but are not limited to: (a) the estimates and expectations based on aircraft production rates provided by Airbus, Boeing and others and the revenues we may generate from an aircraft model or program; (b) expectations with regard to the impact of regulatory activity related to the Boeing 737 MAX or Boeing 787 on our revenues; (c) expectations with regard to raw material cost and availability; (d) expectations of composite content on new commercial aircraft programs and our share of those requirements; (e) expectations regarding revenues from space and defense applications, including whether certain programs might be curtailed or discontinued; (f) expectations regarding sales for industrial applications; (g) expectations regarding cash generation, working capital trends, and inventory levels; (h) expectations as to the level of capital expenditures, capacity, including the timing of completion of capacity expansions, and qualification of new products; (i) expectations regarding our ability to improve or maintain margins; (j) expectations regarding our ability to attract, motivate, and retain the workforce necessary to execute our business strategy; (k) projections regarding our tax rate; (l) expectations with regard to the continued impact of macroeconomic factors or geopolitical issues or conflicts; (m) expectations regarding our strategic initiatives, including our sustainability goals; (n) expectations with regard to the effectiveness of cybersecurity measures; (o) expectations regarding the outcome of legal matters or the impact of changes in laws or regulations; and (p) our expectations of financial results for 2024 and beyond.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, that may cause actual results to be materially different. Such factors include, but are not limited to, the following: the extent of the impact of macroeconomic factors or geopolitical issues or conflicts; reductions in sales to any significant customers, particularly Airbus or Boeing, including related to regulatory activity or public scrutiny impacting the Boeing 737 MAX or the Boeing 787; our ability to effectively adjust production and inventory levels to align with customer demand; our ability to effectively motivate, retain and hire the necessary workforce; the availability and cost of raw materials, including the impact of supply disruptions and inflation; our ability to successfully implement or realize our strategic initiatives, including our sustainability goals and any restructuring or alignment activities in which we may engage; changes in sales mix; changes in current pricing due to cost levels; changes in aerospace delivery rates; changes in government defense procurement budgets; timely new product development or introduction; our ability to install, staff and qualify necessary capacity or complete capacity expansions to meet customer demand; cybersecurity-related risks, including the potential impact of breaches or intrusions; currency exchange rate fluctuations; changes in political, social and economic conditions, including the effect of change in global trade policies, such as sanctions; work stoppages or other labor disruptions; our ability to successfully complete any strategic acquisitions, investments or dispositions; compliance with environmental, health, safety and other related laws and regulations, including those related to climate change; the effects of natural disasters or other severe weather events, which may be worsened by the impact of climate change, and other severe catastrophic events, including any public health crisis; and the unexpected outcome of legal matters or impact of changes in laws or regulations.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. As a result, the foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in this and other reports we file with the SEC. For additional information regarding certain factors that may cause our actual results to differ from those expected or anticipated, see the information under the caption “Risk Factors,” which is located in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31. 2023. We do not undertake any obligation to update our forward-looking statements or risk factors to reflect future events or circumstances, except as otherwise required by law.

22


 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of March 31, 2024, and with the participation of the Company's management have concluded that these disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any changes in our internal control over financial reporting during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

ITEM 1. Legal Proceedings

The information required by Item 1 is contained within Note 11 on pages 14 through 15 of this Form 10-Q and is incorporated herein by reference.

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition or future results. There have been no material changes in the Company's risk factors from the aforementioned Form 10-K.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

 

Under the share repurchase plan adopted by the Board of Directors of the Company (the "Board") in May 2018 (the “2018 Repurchase Plan"), the Board authorized $500 million for the repurchase of the Company's common stock of which $86.4 million remained as of March 31, 2024. On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”) which is in addition to the amount that remained available for repurchases under the 2018 Repurchase Plan. The repurchase of the Company’s common stock under the 2018 Repurchase Plan and the 2024 Share Repurchase Plan (together the "Share Repurchase Program") are anticipated to be made in open market transactions, block transactions, privately negotiated purchase transactions or other purchase techniques at the discretion of management based upon consideration of market, business, legal, accounting, and other factors.

 

During the three months ended March 31, 2024, we repurchased 1,397,755 shares of common stock on the open market under the Share Repurchase Program at an average price of $71.54 per share and at a cost of $100.7 million, including commissions and excise tax, leaving approximately $386.4 million available for additional repurchases under the Share Repurchase Program. The acquisition of these shares was accounted for under the treasury method.

 

The following is a summary of share repurchase activity during the fiscal quarter ended March 31, 2024:

23


 

Period

 

(a)
Total Number of Shares Purchased

 

(b)
Average Price Paid per share

 

(c)
Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 

(d)
Approximate Dollar Value (Millions) of
Shares (or Units) that May Yet
Be Purchased Under the Plans
or Programs

February 1 — February 29, 2024

 

1,233,912

 

$71.10

 

1,233,912

 

$398.6

March 1 — March 31, 2024

 

163,843

 

$74.86

 

163,843

 

$386.4

Total

 

1,397,755

 

$71.54

 

1,397,755

 

$386.4

 

 

ITEMS 3, 4 and 5 are not applicable, and therefore have been omitted.

 

24


 

ITEM 6. Exhibits

EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1*

 

Transition Letter Agreement, dated April 9, 2024, between Hexcel Corporation and Nick L. Stanage.

10.2*

 

Offer of Employment Letter Agreement, dated April 9, 2024, between Hexcel Corporation and Thomas C. Gentile III.

10.3*

 

Officer Severance Agreement, dated April 9, 2024, between Hexcel Corporation and Thomas C. Gentile III.

31.1

 

Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101

 

 

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.

 

104

 

Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101.

 

* Indicates management contract or compensatory plan or arrangement

 

25


 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Hexcel Corporation

 

 

 

April 22, 2024

 

/s/ Amy S. Evans

(Date)

 

Amy S. Evans

 

 

Senior Vice President,

 

 

Chief Accounting Officer

 

26


EX-10.1 2 hxl-ex10_1.htm EX-10.1 EX-10.1

 

Exhibit 10.1

April 9, 2024

Mr. Nick L. Stanage

c/o Hexcel Corporation

Two Stamford Plaza

281 Tresser Boulevard, 16th Floor

Stamford, Connecticut 06901

Re: Executive Chairman Transition

 

Dear Nick:

 

On behalf of Hexcel Corporation (the “Company”) and its Board of Directors (the “Board”), I want to thank you for your many years of service to the Company, during which you have demonstrated remarkable leadership and have made immeasurable contributions to the Company. We appreciate your willingness to provide continued support and expertise to the Company as Executive Chairman of the Board (“Executive Chairman”).

 

This letter agreement (this “Letter Agreement”) sets forth the terms of your employment as Executive Chairman, effective as of May 1, 2024 (the “Effective Date”). Reference is made to (a) the Company’s Executive Severance Policy, dated August 1, 2013 (the “Executive Severance Policy”); (b) the Offer Letter between you and the Company, dated July 22, 2013, as amended June 1, 2018 (the “Offer Letter”); and (c) the Supplemental Executive Retirement Agreement between you and the Company, dated October 28, 2009, as amended December 31, 2020 and July 26, 2021 (the “Supplemental Executive Retirement Agreement”). Terms that are capitalized but not defined herein shall have the meanings set forth in the Executive Severance Policy.

1.
Position and Duties. On the Effective Date, you will assume the position of Executive Chairman, reporting to the Board, and your service as President and Chief Executive Officer will cease. In the position of Executive Chairman, you will have such duties and responsibilities as may be reasonably and lawfully requested by the Board from time to time.
2.
Employment Period; Termination. The term of your employment as Executive Chairman under this Letter Agreement will commence on the Effective Date and will continue until December 31, 2024 (the “Expiration Date”) or an earlier date of termination (such period, the “Employment Period”). The termination of your employment upon the Expiration Date, or upon an earlier termination by the Company without Cause or voluntarily by you, will be treated as your retirement (as defined in applicable agreements) for all purposes, including for purposes of the treatment of your outstanding Company equity awards and the Supplemental Executive Retirement Agreement. Notwithstanding the foregoing, if your employment is terminated by the Company without Cause or by you for Good Reason, in each case prior to the Expiration Date and following a Change in Control, you will be eligible to receive severance payments and benefits in accordance with the terms of the Executive Severance Policy (except that the annual base salary used in calculating such payments and benefits will be based on the rate in effect on the date hereof). Except as expressly provided herein, the Executive Severance Policy will continue to apply to you during the Employment Period.
3.
Base Salary. During the Employment Period, your base salary will be $500,000 on an annualized basis. The Company will pay your base salary in accordance with its normal payroll practices and procedures as in effect from time to time.
4.
2024 Annual Bonus. During the Employment Period, you will be eligible for an annual bonus in respect of 2024 with a target opportunity equal to 110% of the base salary earned by you in respect of 2024. For the avoidance of doubt, the base salary earned by you in respect of 2024 shall be (a) at the rate in effect on the date hereof in respect of the period from January 1, 2024 through the date immediately preceding the Effective Date and (b) at an annualized rate of $500,000 in respect of the period from the Effective Date through December 31, 2024. The actual amount of the annual bonus payable in respect of 2024 will be determined in accordance with the Management Incentive Compensation Plan based on actual performance for the full year and paid at the time such bonus is paid to executives of the Company generally.
5.
Equity Awards. You will not be eligible to be granted equity awards during the Employment Period. Equity awards held by you and outstanding at the time your employment with the Company terminates will be treated in accordance with their terms.
6.
Employee Benefits; Expense Reimbursement. During the Employment Period, you will be entitled to participate in the Company’s employee benefit plans and to receive expense reimbursement on the same basis that applies to you as of the date hereof.
7.
Resignation from Other Positions. Upon the termination of your employment for any reason, you will be deemed to have resigned, without any further action by you, from any and all officer and director positions that you, immediately prior to such termination, (i) held with the Company or any of its affiliates (including as a member of the Board) or (ii) held with

any other entities at the direction of, or as a result of your affiliation with, the Company or any of its affiliates. If for any reason the foregoing is deemed to be insufficient to effectuate such resignations, then you will, upon the Company’s request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.
8.
Continuing Obligations. Except as expressly provided herein, this Letter Agreement will not limit your obligations to the Company under clauses (H) through (J) of the Offer Letter, which are incorporated herein by reference and shall apply as if fully set forth herein mutatis mutandis.
9.
Entire Agreement. This Letter Agreement, together with the Executive Severance Policy, the Offer Letter, the Supplemental Executive Retirement Agreement and award agreements governing your outstanding Company equity awards, contains the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes any and all prior understandings or agreements, whether written or oral, with respect to such subject matter. This Letter Agreement shall be governed by the laws of the State of Connecticut, without reference to the choice of law rules that would cause the application of the law of any other jurisdiction.

[Signature Page Follows]

 



 

To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Letter Agreement, which is enclosed for your convenience.

 

 

Very truly yours,

Hexcel Corporation

By: /s/ Gina Fitzsimons
Name: Gina Fitzsimons
Title: Executive Vice President and
Chief Human Resources Officer

 

Acknowledged and agreed:

/s/ Nick L. Stanage

Nick L. Stanage


EX-10.2 3 hxl-ex10_2.htm EX-10.2 EX-10.2

 

Exhibit 10.2

 

 

 

Thomas C. Gentile III

Via Email

Dear Tom:

I’m pleased to confirm our offer of employment to you as Chief Executive Officer and President, Hexcel Corporation (the “Company”), reporting to the Board of Directors of the Company (the “Board”), and commencing employment in that role no later than May 1, 2024.

You will join the Board as a regular member immediately following the Company’s 2024 Annual Meeting of Stockholders scheduled for May 2, 2024, and it is currently expected that you will assume the role of Chairman of the Board within the following twelve months.

Subject to the relocation accommodations described below and customary business travel requirements, you will fulfill your responsibilities at the Company’s Stamford, CT offices. For purposes of this offer letter, “Start Date” means the date, no later than May 1, 2024, that you commence employment with the Company as its Chief Executive Officer and President.

Subject to the satisfaction of the terms and conditions contained in this offer and your commencement of employment with the Company no later than May 1, 2024, this offer includes the following compensation:

 

Annual base salary of $1,100,000 payable in equal bi-weekly installments. Your next opportunity for a salary increase review will occur on or about January 1, 2025.
Eligibility to participate in Hexcel’s Management Incentive Compensation Plan (“MICP”) beginning with the 2024 performance period with a cash target award opportunity of 110% of base salary. Your target award opportunity for 2024 will not be pro-rated based on your Start Date. Payout under the MICP will be between 0 and 200% of target, with actual payment determined by the Board based on performance relative to applicable financial objectives established by the Board. Additional details regarding your participation in the MICP, including its terms and conditions, will be communicated to you at a later date.
Eligibility to participate in Hexcel’s equity-based Long-Term Incentive Plan (“LTIP”), beginning in 2024, at a target award opportunity of 440% of your base salary. The 2024 LTIP award will be delivered in a mix of non-qualified stock options (“NSOs”) (33.3%) and performance share awards (“PSAs”) (66.7%). Performance shares vest based on Board approved financial performance metrics over a three-year performance period. Stock options vest ratably over three years with a ten-year life. Based on your anticipated Start Date, your 2024 grant will not be pro-rated and will be made in July 2024. Additional details regarding this equity award, including its terms and conditions, will be communicated to you at the time of grant. As the Chief Executive Officer and President of Hexcel Corporation, you will be subject to our stock ownership guidelines of 6 times your base salary, as described in our policy.
As an additional inducement to join the Company, and assuming the satisfaction of all contingencies in this offer letter, you will receive the following sign-on awards:
Cash sign-on award of $250,000, less applicable withholdings, payable within 30 days of the Start Date. Should you resign your employment without “Good Reason” and not due to your death or disability (each as defined in your Officer Severance Agreement) or should you be terminated by the Company for “Cause” on or prior to the first anniversary of the Start Date, you agree to repay this amount in full to the Company within 30 days of your exit or termination date.
o
A one-time, sign-on RSU award with a grant date value of $1,000,000, calculated per Hexcel’s standard practice. One third of this award will vest on each of the first three anniversaries of Start Date, subject to your continuous employment through each vesting date. Based on your anticipated Start Date, your sign-on RSU grant will be made in July of this year. Other terms and conditions of the award will be governed by an award agreement substantially in the form filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 7, 2024.
o
A one-time, sign-on non-qualified stock option with a grant date value of $1,000,000, calculated per Hexcel’s standard practice, and a ten year term. One third of this award will vest on each of the first three anniversaries of the Start Date, subject to your continuous employment through each vesting date. Based on your anticipated Start Date, your sign-on option grant will be made in July of this year. Other terms and conditions of the award will be governed by an award agreement substantially in the form filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on February 7, 2024.

 

For the purposes of this offer letter, the term "Cause" and the term "Good Reason" shall have the same meaning as those set forth in your Executive Severance Arrangement, dated as of the date hereof.
You are required to relocate to the Stamford area within 9 months of your Start Date. You will receive comprehensive coverage under Hexcel’s relocation policy for new hire employees to support your permanent move. Our relocation services provider will contact you and provide a relocation services and repayment agreement for your signature.
As part of your relocation support, your temporary living expenses will be covered for a period not to exceed six months and weekly first-class airfare as needed between Wichita, Kansas and Stamford, Connecticut (or other destinations as required by business travel) for a period not to exceed nine months. Temporary living and commuting support will cease should you secure a permanent residence prior to the end of the covered time frames noted above.
Eligibility to participate in Hexcel’s comprehensive benefit plans available to other Company executives upon meeting customary requirements for eligibility and making employee contributions thereunder, which currently include our qualified 401(k) plan and non-qualified deferred compensation program, medical, dental, vision, disability, life insurance and an initial annual vacation allowance of six weeks.
Reimbursement of reasonable, documented legal fees up to $30,000 incurred in connection with the preparation and negotiation of this offer letter, the Officer Severance Agreement, and all other ancillary agreements.

 

 

The final step in our employment process is a pre-placement physical examination which can be obtained at any Concentra Medical Center. As part of the pre-placement physical, Hexcel conducts a urine drug test. This offer is contingent upon the successful completion of the pre-placement physical and urine drug test. Failure of the drug test will result in a one-year period of employment ineligibility with Hexcel Corporation.

Your employment is contingent upon meeting Hexcel’s selection standards, which include, but may not be limited to, the following: verification of information you provided to us, a criminal record check and verification of prior employment and education.

We fully expect that our employment relationship will be mutually satisfactory, however your employment with Hexcel is at will. This means that your employment is for no specific period of time for you or the Company. Accordingly, either you or the Company can terminate the employment relationship at any time, for any reason or no reason. Contemporaneous with your execution of this offer letter, you will execute the Officer Severance Agreement attached as Exhibit A hereto, and this offer letter will, together with the Officer Severance Agreement, govern the terms and conditions of your employment and the severance and other benefits in the event of a qualifying termination.

You represent that the execution and delivery of this offer letter and the commencement of your employment with the Company will not conflict with, result in the breach of any provisions of, or constitute a default under, any agreement to which you are a party or by which you may be bound. You and the Company both acknowledge that this offer letter is an expression of mutual intention, entered into in good faith, for the purpose of establishing an employment relationship on the terms stated herein, and neither you nor the Company shall have any liability should the final terms of employment and commencement of employment fail to materialize.

Enclosed is information describing the scope and procedure of the Hexcel pre-placement physical as well as information concerning compliance with Export Control Regulations. Please note the documentation you will need to provide.

We are looking forward to you joining us and to a mutually rewarding association with Hexcel. In the meantime, should you have any questions please feel free to call me on _______.

Sincerely, Accepted / Date (no later than April 9, 2024)

/s/ Gina Fitzsimons

Gina Fitzsimons /s/ Thomas C. Gentile III

EVP, Chief Human Resources Officer Thomas C. Gentile III

 


EX-10.3 4 hxl-ex10_3.htm EX-10.3 EX-10.3

 

Exhibit 10.3

 

OFFICER SEVERANCE AGREEMENT

 

 

This OFFICER SEVERANCE AGREEMENT (this “Severance Agreement”) between HEXCEL CORPORATION, a Delaware corporation with offices in Stamford, Connecticut (the “Company”), and Thomas C. Gentile III (the “Officer”), dated April 9, 2024, shall become effective on May 1, 2024 (the “Effective Date”) (except that Section 7 shall become effective on the date hereof). This Severance Agreement, together with the Offer Letter between the Company and the Officer, dated April 9, 2024, shall constitute the “Agreement.”

 

WHEREAS, the Company is engaged in the business of developing, manufacturing and marketing carbon fibers, structural reinforcements, honeycomb structures, resins, and a variety of high-performance composite materials and parts therefrom for the commercial aerospace, space and defense, recreation and industrial markets throughout the world, and hereafter may engage in other areas of business (collectively, the “Business”);

 

WHEREAS, the Officer, as a result of training, expertise and personal application over the years, has acquired and will continue to acquire considerable and unique expertise and knowledge which are of substantial value to the Company in the conduct, management and operation of the Business;

 

WHEREAS, the Company is willing to provide the Officer with certain benefits in the event of the termination of the Officer’s employment with the Company, including in the event of a Change in Control (as hereinafter defined); and

 

WHEREAS, the Officer, in consideration of receiving such benefits from the Company, is willing to afford certain protection to the Company in regard to the confidentiality of its information, ownership of inventions and competitive activities.

 

NOW, THEREFORE, in consideration of the mutual covenants of the Officer and the Company and of the Officer’s continued employment with the Company, the parties agree as follows:

 

1.
Position; Duties; Compensation and Benefits.
a.
The Officer shall serve as Chief Executive Officer and President of the Company and shall have such duties, responsibilities and authority consistent with such position as may, from time to time, be assigned to the Officer by the Board of Directors of the Company (the “Board”). The Officer shall devote substantially all his working time and effort to the business and affairs of the Company. Notwithstanding the foregoing, nothing herein shall preclude the Officer from (i) serving as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of charitable organizations, (ii) engaging in charitable activities and community affairs, (iii) managing the Officer’s personal investments and affairs; and (iv) serving as a member of the board of directors of a non-competing business, subject to the consent of the Board, which shall not be unreasonably withheld, provided, however, that the activities set out in clauses (i), (ii), (iii) and (iv) shall be in accordance with applicable Company policies and limited by the Officer so as not to unreasonably interfere with the performance of the Officer’s duties and responsibilities to the Company.
b.
During the Officer’s employment, the Company shall pay or provide the Officer the amounts and benefits set forth in the Offer Letter, subject to the terms and conditions contained therein.
2.
Termination. The Officer’s employment may be terminated under the following circumstances:
a.
At Will. The Officer is employed “at will,” meaning that the Company may terminate the Officer’s employment at any time for any reason or for no reason on written notice of termination to the Officer, and the Officer may terminate his employment with the Company at any time for any reason or for no reason on written notice of termination to the Company.
b.
Good Reason. The Officer may terminate his employment for “Good Reason,” which shall mean a termination by the Officer after the occurrence of any of the following events without the Officer’s written consent:
i.
A diminution in the Officer’s position (including the removal of the Officer from the position of Chief Executive Officer and President) or a material diminution in the Officer’s duties, responsibilities or authority;
ii.
The failure of the Company to maintain the Officer’s position as the sole Chief Executive Officer and most senior executive officer and employee of the Company and its affiliates (other than Nick Stanage during the period he serves as Executive Chairman);

iii.
Failure to nominate or renominate the Officer for election to the Board or removal from the Officer’s position on the Board (except in connection with the termination of the Officer’s employment);
iv.
The Officer no longer reports to the Board;
v.
A reduction in the Officer’s annual rate of base salary as in effect on the date of this Agreement or as the same may be increased from time to time (except for across-the-board reductions of not more than 10% of base salary similarly affecting all senior executives of the Company);
vi.
The relocation of Officer’s principal place of employment to a location other than Stamford, Connecticut; or
vii.
A material breach by the Company of this Agreement.

 

The Officer shall be deemed to have waived any assertion of Good Reason unless the Officer shall have delivered a notice of termination to the Company, as provided in Section 2.d hereof, specifying the reasons therefor, within 20 days after the effective date of such event. The Company shall have 30 days from the receipt of such notice to cure, rescind or reverse the effect of such event and, upon doing so, both the grounds for Good Reason and the Officer’s notice of termination automatically shall be deemed void with retroactive effect; provided that if the Company does not cure such event within such 30 day period, the Officer shall be able to terminate on account of Good Reason by providing written notice to the Company that the Officer is resigning on account of Good Reason within 30 days following the expiration of such cure period and if no notice is provided by the Officer within such 30 day period, Officer shall be deemed to have waived his right to resign on account of Good Reason.

c.
Cause. The Company may terminate the Officer’s employment hereunder for Cause. The following shall constitute Cause:
i.
the willful and continued failure by the Officer to substantially perform his duties or discharge his responsibilities to the Company, or to follow the reasonable requests of the Board to undertake actions falling within the scope of such duties and responsibilities; or
ii.
any fraudulent or intentional misconduct by the Officer that causes or might reasonably be expected to cause material reputational, financial or other harm to the Company, or any improper or grossly negligent failure by the Officer, including in a supervisory capacity, to identify, escalate, monitor or manage, in a timely manner and as reasonably expected, risks that cause or might reasonably be expected to cause material reputational, financial or other harm to the Company; or
iii.
any conduct that violates the covenants set forth in Sections 5, 6 and 7 hereof, or violates requirements of the Company embodied in its written employee policies adopted from time to time including, but not limited to, policies directed to ethical business conduct, insider trading, anti-corruption, harassment, and other policies proscribing or prohibiting conduct as an employee of the Company; or
iv.
the Officer is suspended or debarred from participation in the discussion, negotiation and entering into of contracts with respect to United States government procurement as a result of any violations of any United States Government procurement laws or regulations, or is for any other reason ineligible to participate in the discussion, negotiation and entering into of contracts with respect to United States government procurement, or fails to obtain or maintain any professional license reasonably required for the Officer lawfully to perform his duties and responsibilities.

 

No act, or failure to act, on the Officer’s part shall be considered “willful” (1) unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company, or (2) if done, or omitted to be done, based on good faith reliance upon the advice of the Company’s legal counsel. The Officer shall not be deemed to have been terminated for Cause without delivery to the Officer of a written notice of termination from the Board specifying the grounds for Cause.

d.
Date of Termination. The “Date of Termination” shall mean the date the Officer’s employment is terminated, provided that such date shall not be more than 30 days from the date such notice is given under Section 2.a and shall not be less than fifteen nor more than 30 days from the date notice of termination is given under Section 2.b and 2.c, respectively.
3.
Compensation Upon Termination. If the Officer’s employment is terminated by the Company other than for Cause (and other than for death or “disability” (as defined under the Company’s then-existing disability compensation program)), or is terminated by the Officer for Good Reason, then
a.
in addition to the amounts and benefits as may be provided pursuant to the remainder of this Section 3, the Company shall pay to or provide on behalf of the Officer (i) any business expense reimbursements properly submitted and unpaid, which reimbursements will be paid to the Officer within 30 days following termination of employment, and (ii) any benefits to which the Officer is entitled under the terms of the Company’s benefit plans, programs and arrangements after termination of employment, which benefits will be paid to the Officer at such times as provided under such benefit plans, programs and arrangements;

b.
in addition to the amounts and benefits as may be provided pursuant to the remainder of this Section 3, the Company shall at the time such payments are due pay the Officer his base salary through the Date of Termination;
c.
Subject to Section 4, and conditioned on the Officer executing, and not revoking, a release, in the form annexed hereto as Annex A, releasing it from any and all claims arising out of or in connection with the termination of employment, and in lieu of any claim to further compensation for periods subsequent to the Date of Termination, whether under any severance policy applicable to employees or pursuant to any prior understanding between the Company and the Officer,
i.
if the Date of Termination is within two years after the occurrence of a Change in Control, the Company shall pay the Officer a cash lump sum equal to the product of (A) the sum of (1) the Officer’s annual base salary in effect at the time the notice of termination is given and (2) the Officer’s Average Annual Bonus (as defined below) and (B) the number 2.5;
ii.
if the Date of Termination is not governed by clause 3.c.i immediately above, the Company shall pay the Officer a cash lump sum equal to the product of (A) the sum of (1) the Officer’s annual base salary in effect at the time the notice of termination is given (disregarding any reduction in salary rate which would or could constitute Good Reason) and (2) the Officer’s Average Annual Bonus (as defined below) and (B) the number 1.5;

 

The term “Average Annual Bonus” shall mean the average of the last three annual bonus amounts earned by the Officer under the Company’s Management Incentive Compensation Plan (as may be amended hereafter, the “MICP”) for the last three plan years completed prior to the Date of Termination or, if the Officer has not participated in the MICP for three completed annual award periods, the average of the annual amounts earned for the completed annual award period(s); provided that if the Date of Termination is prior to the completion of the first annual award period, “Average Annual Bonus” shall mean an amount equal to the Officer’s MICP cash target award opportunity; and provided further that any award for the plan year during which the Date of Termination occurs shall not be used in computing Average Annual Bonus.

 

The severance benefits that are payable pursuant to this Section 3.c shall be paid to the Officer within 60 days following the Officer’s Date of Termination, except as otherwise provided in Sections 3.d or 17 below.

 

d.
Subject to Section 4, if the Officer’s employment with the Company is terminated by the Company other than for Cause (and other than for death or “disability” (as defined under the Company’s then-existing disability compensation program)), or is terminated by the Officer for Good Reason, during the period of a “Potential Change in Control” or at the request of a Person (as defined in Section 3.f.i below) who, directly or indirectly, takes any action designed to cause a Change in Control (an “Anticipatory Termination”), then the Company shall make payments and provide benefits to the Officer under Section 3.c.ii of this Agreement and if a Change in Control to which the Potential Change in Control relates occurs within six months following the Officer’s Date of Termination, then the Officer shall receive an additional payment within 60 days following the date of the Change in Control, which additional payment shall be equal to the difference between the amount payable to the Officer pursuant to Sections 3.c.i and 3.e.ii of this Agreement and the amount payable to the Officer pursuant to Sections 3.c.ii an 3.e.i of this Agreement, provided that if the Change in Control does not occur within six months following the Officer’s Date of Termination, the additional amount described in this Section 3.d shall not be payable to the Officer. A “Potential Change in Control” shall exist during the period commencing at the time the Company enters into any agreement or arrangement which, if consummated, would result in a Change in Control and ending at the time such agreement or arrangement either (i) results in a Change in Control or (ii) terminates, expires or otherwise becomes of no further force or effect.
e.
The Company shall offer the Officer and any eligible family members the opportunity to elect to continue medical and dental coverage pursuant to the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Company shall provide COBRA continuation coverage only if such coverage is timely elected by the Officer or other eligible family member, and the Officer shall be responsible for paying the full amount of the required monthly premiums for that coverage. If the Officer is enrolled in the Company’s medical or dental plans as of the Date of Termination, and subject to the Officer executing, and not revoking, the release described in Section 3.c above, the Company shall pay to the Officer in a single lump sum cash payment an amount equal to the Company COBRA Premium (as defined below), multiplied by (i) eighteen, or (ii) thirty if the Date of Termination is within two years after the occurrence of a Change in Control, or the Officer incurs an Anticipatory Termination and a Change in Control to which the Potential Change in Control relates occurs within six months following the Officer’s Date of Termination, in each case net of deductions and tax withholdings, as applicable. The “Company COBRA Premium” shall be an amount equal to the excess, if any, of (i) the applicable monthly COBRA premium in effect on the Date of Termination for the medical and dental plan options in which the Officer (along with eligible family members) is enrolled on such date, over (ii) the monthly premium paid for those medical and dental plan options by the Officer as in effect on the day immediately preceding the Date of Termination. The Company COBRA Premium shall be paid to the Officer within 60 days following the Officer’s Date of Termination and shall be paid whether or not the Officer or any eligible family member timely elects COBRA continuation coverage, the Officer or any eligible

family member continues COBRA coverage for the applicable continuation period, or the Officer receives health insurance coverage from another employer following the Date of Termination.
f.
For purposes of this Agreement, a “Change in Control” shall mean the first to occur of the following events:
i.
any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as modified and used in Sections 13(d) and 14(d) of the Exchange Act) (a “Person”) is or becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of more than 50% of either (A) the combined fair market value of the then outstanding stock of the Company (the “Total Fair Market Value”) or (B) the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company (the “Total Voting Power”); excluding, however, the following: (I) any acquisition by the Company or any of its affiliates, (II) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates, (III) any Person who becomes such a Beneficial Owner in connection with a transaction described in the exclusion within paragraph (4) below and (IV) any acquisition of additional stock or securities by a Person who owns more than 50% of the Total Fair Market Value or Total Voting Power of the Company immediately prior to such acquisition; or
ii.
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company that, together with any securities acquired directly or indirectly by such Person within the immediately preceding twelve-consecutive month period, represent 40% or more of the Total Voting Power of the Company; excluding, however, any acquisition described in sub-clauses (I) through (IV) of subsection i above; or
iii.
a change in the composition of the Board such that the individuals who, as of the original effective date of this Agreement, constitute the Board (such individuals shall be hereinafter referred to as the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a director subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders, was made or approved by a vote of at least a majority of the Incumbent Directors (or directors whose election or nomination for election was previously so approved) shall be considered an Incumbent Director; but, provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be considered an Incumbent Director; provided finally, however, that, as of any time, any member of the Board who has been a director for at least twelve consecutive months immediately prior to such time shall be considered an Incumbent Director for purposes of this definition, other than for the purpose of the first proviso of this definition; or
iv.
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company or a sale or other disposition of all or substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction (A) pursuant to which all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding Common Stock of the Company and Total Voting Power immediately prior to such Corporate Transaction will Beneficially Own, directly or indirectly, more than 50%, respectively, of the outstanding common stock and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Corporate Transaction of the Outstanding Common Stock and Total Voting Power, as the case may be, and (B) immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the company resulting from such Corporate Transaction (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); provided, however, that notwithstanding anything to the contrary in subsectionsi through iv above, an event which does not constitute a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, each as defined in Section 1.409A-3(i)(5) of the Treasury Regulations (or any successor provision), shall not be considered a Change in Control for purposes of this Agreement.
g.
If the Officer is terminated by the Company other than for Cause, the Officer’s employment is terminated by the Officer for Good Reason, or the Officer’s employment terminates due to the Officer’s death or “disability” (as defined under the Company’s then-existing disability compensation program), in addition to the amounts and benefits as may be provided pursuant to the remainder of this Section 3, the Officer shall be entitled to receive the benefits set forth on Annex B attached hereto.

4.
No Mitigation or Offset. The Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Officer as the result of employment by another employer. The amount of any payment or benefit provided for in this Agreement shall not be reduced by retirement benefits or offset against any amount the Company claims to be owed by the Officer.
5.
Non-Competition; Non-Solicitation; Non-Disparagement.
a.
The Officer acknowledges that, as a senior management employee, the Officer will be involved, on a high level, in the development, implementation and management of the Company’s global business plans, including those which involve the Company’s finances, research, marketing, planning, operations, and acquisition strategies. By virtue of the Officer’s position and knowledge of the Company, the Officer acknowledges that his employment by a competitor of the Company represents a serious competitive danger to the Company, and that the use of the Officer’s experience and knowledge about the Company’s business, strategies and plans by a competitor can and would constitute a valuable competitive advantage over the Company. In view of the foregoing, and in consideration of the payments made to the Officer under this Agreement, the Officer covenants and agrees that, if the Officer’s employment is terminated and the Company has fulfilled its obligations under this Agreement, for a period of one and one half years (or two and one half years if the Officer receives payments under Section 3.c.i or 3.d hereof) after the Date of Termination the Officer will not (A) engage, in any capacity, directly or indirectly, including but not limited as employee, agent, consultant, manager, officer, owner or stockholder (except as a passive investor holding less than a 5% equity interest in any enterprise) in any business entity engaged in competition with the Business conducted by the Company or its affiliates on the Date of Termination, or (B) solicit a customer of the Business in violation of clause (A), provided, that the Officer may be employed by a competitor of the Company so long as the Officer’s duties and responsibilities do not relate directly or indirectly to the business segment of the new employer which is actually or potentially competitive with the Business, or (C) directly or indirectly solicit, induce or otherwise encourage any person to discontinue or refrain from entering into any employment relationship (contractual or otherwise) with the Company. Notwithstanding the foregoing, the restrictions in Section 5.a(C) shall not apply with regard to general solicitations or advertisements that are not specifically directed to employees or consultants of the Company.
b.
The Officer agrees and covenants not to disparage the reputation or character of the Company or its officers and directors. The Company agrees and covenants to instruct its directors and executive officers not to disparage the reputation or character of the Officer.
6.
Assignment of Inventions. The Officer agrees that all processes, technologies, designs and inventions, including new contributions, improvements, ideas and discoveries, whether patentable or not (collectively “Inventions”), conceived, developed, invented or made by the Officer prior to the Date of Termination shall belong to the Company, provided that such Inventions grew out of the Officer’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials. At the request of the Company, the Officer shall (i) promptly disclose such Inventions to the Company, (ii) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries, (iii) sign all papers necessary to carry out the foregoing, and (iv) give testimony or otherwise take action in support of the Officer’s status as the inventor of such Inventions, in each case at the Company’s expense.
7.
Confidentiality.
a.
In addition to any obligation regarding Inventions, the Officer acknowledges that the trade secrets and confidential and proprietary information of the Company, its subsidiaries and affiliates, including without limitation: (i) trade secrets and confidential and proprietary information concerning (A) research activities and plans, (B) marketing or sales plans, (C) pricing or pricing strategies, (D) operational techniques, and (E) strategic plans; (ii) the Company’s financial information, including information concerning revenues, profits and profit margins; (iii) internal confidential manuals; and (iv) any “material inside information” as such phrase is used for purposes of the Securities Exchange Act of 1934, as amended; all constitute valuable, special and unique information of the Company, its subsidiaries and affiliates. In recognition of this fact, the Officer agrees that the Officer will not disclose any such trade secrets or confidential or proprietary information (except (A) information which becomes publicly available without violation of this Agreement, (B) information of which the Officer, prior to disclosure by the Officer, did not know and should not have known was disclosed to the Officer by a third party in violation of any other person’s confidentiality or fiduciary obligation, (C) disclosure required in connection with any legal process (provided the Officer promptly gives the Company written notice of any legal process seeking to compel such disclosure and reasonably cooperates in the Company’s attempt to eliminate or limit the scope of such disclosure) and (D) disclosure while employed by the Company which the Officer reasonably and in good faith believes to be in or not opposed to the interests of the Company) to any person, firm, corporation, association or other entity, for any reason or purpose whatsoever, nor shall the Officer make use of any such information for the benefit of any person, firm, corporation or other entity except on behalf of the Company, its subsidiaries and affiliates.

b.
i. Nothing in this Agreement shall prohibit or restrict the Officer from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a government agency or entity or a self-regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of any applicable law or regulation. The Officer need not notify the Company that the Officer is engaging in the activities described in the preceding sentence. However, if the Officer is required by law to disclose confidential information, other than to a government agency or entity or a self-regulatory authority, the Officer shall give prompt written notice to the General Counsel of the Company and shall otherwise comply with the requirements of subsection (a)(iv)(C) above. Notwithstanding the foregoing, under no circumstance will the Officer be authorized to disclose any information covered by attorney-client privilege or attorney work product of the Company or any of its subsidiaries without prior written consent of the Company’s General Counsel or other officer designated by the Board of Directors of the Company.
1.
The Officer has been advised that the U.S. Defend Trade Secrets Act of 2016 provides criminal and civil immunity to U.S. federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain confidential circumstances that are set forth in 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2) related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
8.
Binding Agreement. This Agreement and all rights of the Officer hereunder shall inure to the benefit of and be enforceable by the Officer’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Officer should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided in this Agreement, shall be paid to the Officer’s devisee, legatee, or other designee or, if there be no such designee, to the Officer’s estate.
9.
Notice. Notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered, if delivered personally, or mailed by United States certified or registered mail, return receipt requested, postage prepaid, and when received if delivered otherwise, addressed as follows:

 

If to the Officer:

At the address on file with the Company

If to the Company:

Hexcel Corporation

281 Tresser Blvd.

Stamford, CT 06901-3238

Attn: General Counsel

 

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

 

10.
General Provisions. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Officer (or, if applicable, his legal representative) and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut without regard to its conflicts of law principles.
11.
Validity and Enforceability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. It is the desire and intent of the parties that the provisions of Sections 5, 6 and 7 hereof shall be enforceable to the fullest extent permitted by applicable law or public policy. If any such provision or the application thereof to any person or circumstance shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such provision shall be construed in a manner so as to permit its enforceability to the fullest extent permitted by applicable law or public policy. In any case, the provisions or the application thereof to any person or circumstance other than those to which they have been held invalid or unenforceable shall remain in full force and effect. In the event any provision is unenforceable in the jurisdiction in which the Officer is employed on the date hereof, such provision nevertheless shall be enforceable to the fullest extent permitted by the laws of any other jurisdiction in which the Company shall have the ability to seek remedies against the Officer.

12.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
13.
Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in the State of Connecticut, constituting an Employment Dispute Tribunal in accordance with the rules of the American Arbitration Association then in effect. The fees of the arbitrator and all other costs that are unique to arbitration shall be determined and allocated between the parties in accordance with the Employment/Workplace Fee Schedule Costs of Arbitration of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 5, 6 or 7 hereof.
14.
Entire Agreement. This Agreement is the entire agreement or understanding between the Company and the Officer regarding the subject matter hereof, and all prior or contemporaneous agreements or understandings including, without limitation, offers of employment, post-hiring agreements, or other oral or written understandings between the Company and the Officer, are expressly superseded by this Agreement, and are of no further force or effect, except that any executory relocation benefit previously extended to the Officer will not be affected by this Agreement.
15.
Remedies. The Officer agrees that in addition to any other remedy provided at law or in equity or in this Agreement, the Company shall be entitled to a temporary restraining order and both preliminary and permanent injunctions restraining Officer from violating any provision of Sections 5, 6 and 7 hereof. The Company shall pay to the Officer all legal fees and expenses incurred in contesting, arbitrating or disputing any action or failure to act by the Company or in seeking to obtain or enforce any right under this Agreement or the Offer Letter, provided that the Officer has obtained a final determination supporting at least part of his claim and there has been no determination that the balance of his claim was made in bad faith.
16.
Consent to Jurisdiction and Forum. The Officer hereby expressly and irrevocably agrees that any action, whether at law or in equity, permitted to be brought by the Company under this Agreement may be brought in the State of Connecticut or in any federal court therein. The Officer hereby irrevocably consents to personal jurisdiction in such court and to accept service of process in accordance with the provisions of the laws of the State of Connecticut. In the event the Company commences any such action in the State of Connecticut or in any Federal court therein, the Company shall reimburse the Officer for the reasonable expenses incurred by the Officer in his appearance in such forum which are in addition to the expenses the Officer would have incurred by appearing in the forum of the Officer’s residence at that time, including but not limited to additional legal fees.
17.
Code Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable. All payments to be made upon a termination of employment under this Agreement subject to Section 409A may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment is a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Officer, directly or indirectly, designate the calendar year of a payment. If any payment conditioned on the execution of the release constitutes deferred compensation subject to Section 409A, and the period for which such payment may commence spans two calendar years, the payment shall be paid in the second calendar year. Any reimbursement or payment for expenses that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) no reimbursement or payment of any such expense shall affect the Officer’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement or payment of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement or payment shall not be subject to liquidation or exchange for any other benefit. Notwithstanding any provision to the contrary in this Agreement, in the event that at the time the Officer’s employment terminates, the Company (or any service recipient required to be aggregated with Company under Section 409A) has equity that is publicly traded (as defined in Section 409A and the regulations and other guidance promulgated thereunder), then if on the date of the Officer’s separation from service, the Officer is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) and its corresponding regulations) as determined in the sole discretion by the Company (or any successor) in accordance with the Company’s (or any successor’s) “specified employee” determination policy, then all severance benefits payable to the Officer under this Agreement that are deemed as deferred compensation subject to the requirements of Section 409A shall be postponed for a period of six months following the Officer’s separation from service with the Company (or any successor thereto). The postponed amounts shall be paid to the Officer (without interest) in a lump sum on the first business day after the date that is six (6) months following the Officer’s separation from service with the Company (or any successor thereto). If the Officer dies during such six (6) month period and prior to payment of the postponed amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of the Officer’s estate within sixty (60) days after the Officer’s death. The Company makes no representations nor warranties the Officer as to whether any amounts payable under this Agreement are subject to Section 409A and in no event shall the Company have any liability relating to the failure of any payment or benefit under this Agreement to be exempt from the requirements of Section 409A. Further, in the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A, the Officer shall be solely liable for the payment of any such taxes, penalties or interest.

18.
Indemnification. The Company shall indemnify and hold harmless the Officer to the full extent authorized or permitted by law with respect to any claim, liability, action, or proceeding instituted or threatened against or incurred by the Officer or his legal representatives and arising in connection with the Officer’s conduct or position at any time as a director, officer, employee, or agent of the Company or any subsidiary thereof, in accordance with the Company’s director and officer indemnification policy, as in effect from time to time. Without limiting the generality of the foregoing, the Company and the Officer agree that, contemporaneous with the Officer’s execution of this Agreement, the Company and the Officer will enter into the Indemnification Agreement annexed hereto as Annex C.


 



 

IN WITNESS WHEREOF, the parties have executed this Severance Agreement as of the date and year first above written.

 

 

 

Hexcel Corporation

/s/ Gina Fitzsimons

 

 

By: Gina Fitzsimons

 

 

Title: Executive Vice President, Chief Human Resources Officer

/s/ Thomas C. Gentile

 

 

 

 

Thomas C. Gentile


 

 


ANNEX A

Form of Release
 

 


 

ANNEX B

 

Additional Termination Benefits

i.
The Company shall pay the Officer any unpaid annual bonus under the MICP in respect of any completed fiscal year that has ended prior to the Date of Termination, at the time bonuses are customarily paid to senior level executives; and
ii.
the Company shall pay the Officer a bonus for the fiscal year in which the Date of Termination occurs equal to the Officer’s bonus as determined under the MICP based on actual performance for such year multiplied by a fraction, the numerator of which is the number of days during such year that the Officer was employed by the Company and the denominator of which is 365, at the time bonuses are customarily paid to senior level executives.

 



 

ANNEX C

 

Indemnification Agreement


EX-31.1 5 hxl-ex31_1.htm EX-31.1 EX-31.1

 

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Nick L. Stanage, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 22, 2024

/s/ Nick L. Stanage

(Date)

Nick L. Stanage

 

Chairman of the Board of Directors,

 

Chief Executive Officer and President

 

 


EX-31.2 6 hxl-ex31_2.htm EX-31.2 EX-31.2

 

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Patrick Winterlich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 22, 2024

 /s/ Patrick Winterlich

(Date)

Patrick Winterlich

 

Executive Vice President and

 

Chief Financial Officer

 

 


EX-32 7 hxl-ex32.htm EX-32 EX-32

 

Exhibit 32

CERTIFICATIONS OF

CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hexcel Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nick L. Stanage, Chairman of the Board of Directors, Chief Executive Officer and President of the Company, and Patrick Winterlich, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 22, 2024

/s/ Nick L. Stanage

(Date)

Nick L. Stanage

Chairman of the Board of Directors,

Chief Executive Officer and President

April 22, 2024

/s/ Patrick Winterlich

(Date)

Patrick Winterlich

Executive Vice President and

Chief Financial Officer

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Hexcel Corporation and will be retained by Hexcel Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 


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Impairment And Other [Member] Impairment and other Average price per share Stock Repurchase Program, Average Price Per Share Stock Repurchase Program, Average Price Per Share Domestic Plan [Member] Domestic Plan Statement of Comprehensive Income [Abstract] Treasury stock, shares Treasury Stock, Common, Shares Other Comprehensive Income And Unrealized Gain Loss On Derivatives Arising During Period Net Of Tax Other comprehensive income and unrealized gain loss on derivatives arising during period net of tax Increase (decrease) in fair value Entity Central Index Key Entity Central Index Key Finance Lease, Liability, Current Current portion of finance lease Change in Accounting Principle, Accounting Standards Update, Adopted [true false] Change in accounting principle, accounting standards update, adopted Assets, Fair Value Disclosure Assets Assets, Fair Value Disclosure, Total Current Liabilities Liabilities, Current Total current liabilities Entity Tax Identification Number Entity Tax Identification Number Inventory, Finished Goods, Net of Reserves Finished goods Senior unsecured revolving credit facility matures in June two thousand twenty one. 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Woodward Inc [Member] Woodward, Inc Long-Term Debt, Fair Value Fair value of senior unsecured notes Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year Expected employer contribution in full current year Authorized amount to repurchase outstanding common stock Stock Repurchase Program, Authorized Amount Assets [Abstract] Assets Hedging Relationship [Axis] Hedging Relationship Amortization of Intangible Assets, Total Amortization of Intangible Assets Amortization expense Industrial market applications. Industrial Market Applications [Member] Industrial Debt Conversion, Converted Instrument, Expiration or Due Date, Month and Year Debt instrument expiration period Common stock, $0.01 par value, 200.0 shares authorized, 111.3 shares and 110.8 shares issued at March 31, 2024 and December 31, 2023, respectively Common Stock, Value, Issued, Ending Balance Common Stock, Value, Issued, Beginning Balance Common Stock, Value, Issued, Total Common Stock, Value, Issued Cross currency and interest rate swap. 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It also does not include any increase in the liability for accruals related to extended product warranties. Standard Product Warranty Accrual Period Decrease Excluding Warranties Issued Deductions and other Facility agreement [Member] Facility agreement [Member] Facility Agreement Member Dividends on common stock Dividends, Common Stock, Total Dividends, Common Stock Dividends on common stock Accounting Policies [Abstract] Segments [Domain] Segments Foreign Plan [Member] Foreign Plan Debt Instrument, Interest Rate, Effective Percentage Effective interest rate Reflects increase (decrease) to the recorded value goodwill and indefinite-lived intangible assets for foreign currency translation adjustments. Goodwill And Intangible Assets Currency Translation And Other Adjustments Currency translation adjustments Senior unsecured notes four point seven percent due two thousand twenty five and senior unsecured notes three point nine five percent due two thousand twenty seven. 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Repayment of finance lease obligation and other debt, net. 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Length Of River For Which Record Of Decision Are Considered Portion of the river for which Record of Decision setting forth the EPA's selected remedy (in miles) Defined Benefit and Postretirement Plan Costs Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax, Total Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, before Tax Pledging Purpose [Domain] Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Beginning Balance Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Total Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Less accumulated depreciation SeniorUnsecuredRevolvingCreditFacilityMaturesInAprilTwoThousandTwentyEight Senior Unsecured Revolving Credit Facility Matures In April Two Thousand Twenty Eight [Member] Senior Unsecured Revolving Credit Facility Matures In April Two Thousand Twenty Eight [Member] Weighted Average Number of Shares Outstanding, Basic, Total Weighted Average Number of Shares Outstanding, Basic Basic Weighted average common shares outstanding - Basic (in shares) Schedule of Restructuring Restructuring and Related Costs [Table Text Block] Net Cash Provided by (Used in) Financing Activities [Abstract] Cash flows from financing activities Statement [Table] Statement [Table] Document Fiscal Period Focus Document Fiscal Period Focus Non-Current Liabilities Liabilities, Noncurrent Liabilities, Noncurrent, Total Equity in earnings from affiliated companies Income (Loss) from Equity Method Investments, Total Income (Loss) from Equity Method Investments Derivative instrument principal amortization in year five. Derivative Instrument Principal Amortization In Year Five Derivative swaps, principal amortize at Nov. 15, 2025 Not Designated as Hedging Instrument [Member] Not Designated as Hedging Instrument Statement [Line Items] Statement [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Anti-dilutive securities excluded from computation of earnings per share amount (in shares) Contract with Customer, Asset, after Allowance for Credit Loss, Total Contract with Customer, Asset, after Allowance for Credit Loss Ending Balance Beginning Balance Unilateral Administrative Order [Member] Unilateral Administrative Order [Member] UAO Accounts Receivable, after Allowance for Credit Loss, Current, Total Accounts Receivable, after Allowance for Credit Loss, Current Accounts receivable, net Common Stock [Member] Par Debt Instrument [Line Items] Debt Instrument [Line Items] Cash and Cash Equivalents, at Carrying Value, Ending Balance Cash and Cash Equivalents, at Carrying Value, Beginning Balance Cash and Cash Equivalents, at Carrying Value, Total Cash and Cash Equivalents, at Carrying Value Cash and cash equivalents Repurchases of common stock Repurchases of common stock Stock Repurchased During Period, Value Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Derivative instrument principal amortization in year four. Derivative Instrument Principal Amortization In Year Four Derivative swaps, principal amortize at Nov. 15, 2024 Significant accounting policies. Significant Accounting Policies [Line Items] Significant Accounting Policies [Line Items] Other Operating Income (Expense), Net Other operating expense Other operating expense Schedule of Debt [Table Text Block] Schedule of Debt and Capital Lease Obligations Less -Treasury stock, at cost, 28.2 shares at March 31, 2024 and 26.7 shares at December 31, 2023 Treasury Stock, Value, Ending Balance Treasury Stock, Value, Beginning Balance Treasury Stock, Value, Total Treasury Stock, Value Cover [Abstract] Selling, General and Administrative Expense, Total Selling, General and Administrative Expense Selling, general and administrative expenses Share Repurchase Program [Domain] Document Fiscal Year Focus Document Fiscal Year Focus Comprehensive Income (Loss) Note [Text Block] Accumulated Other Comprehensive Loss Number of shares repurchased Number of Shares Repurchased Number of Shares Repurchased Length of river to perform remedial investigation of environmental conditions. Length Of River To Perform Remedial Investigation Of Environmental Conditions 'Length of river to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of environmental conditions Segment Reporting [Abstract] Security Exchange Name Security Exchange Name Other comprehensive loss Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent Change in other comprehensive income (loss)– net of tax New Accounting Pronouncements, Policy [Policy Text Block] Recently Adopted Accounting Pronouncements Derivative Liability, Fair Value, Gross Liability, Total Derivative Liability, Subject to Master Netting Arrangement, before Offset Carrying value / fair value of derivative liabilities Property, Plant and Equipment, Gross, Beginning Balance Property, Plant and Equipment, Gross, Total Property, Plant and Equipment, Gross, Ending Balance Property, Plant and Equipment, Gross Property, plant and equipment Undesignated hedges Undesignated hedges [Member] Undesignated hedges [Member] Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Table] Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Table] Hedging Designation [Domain] Hedging Designation Derivative Liability, Measurement Input [Extensible Enumeration] Derivative Liability, Measurement Input [Extensible List] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree Legal Entity [Axis] Legal Entity Financial Instrument [Axis] Financial Instrument Weighted Average Number of Shares Outstanding, Diluted [Abstract] Weighted-average common shares: Carrying value / fair value of derivative assets included in other non-current assets Derivative Asset, Noncurrent Derivative Assets, Noncurrent, Total Entity Emerging Growth Company Entity Emerging Growth Company Amendment Flag Amendment Flag Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months Foreign currency unrealized gains expected to be reclassified into earnings over next twelve months Carrying value asset held for sale Carrying value asset held for sale Carrying value asset held for sale Finance lease obligations noncurrent and other long term debt. Finance Lease Obligations Noncurrent And Other Long Term Debt Non-current portion of finance lease and other debt Accounting Standards Update [Domain] Accounting Standards Update Assets for Plan Benefits, Defined Benefit Plan Other assets Schedule of Unrecognized Net Defined Benefit and Postretirement Plan Costs Schedule of Costs of Retirement Plans [Table Text Block] Basis of Accounting, Policy [Policy Text Block] Basis of Presentation Equity Method Investment, Ownership Percentage Interest in affiliated company, accounted for using equity method of accounting (as a percent) District Court approval of consent decree member. District Court Approval of Consent Decree [Member] Total costs the would be accrued as of the balance sheet date for environmental loss contingencies if accrued at the high end of the range of possible outcomes Accrual For Environmental Loss Contingencies High End Of Range Remediation accrual balance if accrued at high end of the range of possible outcomes Restructuring Restructuring and Related Activities Disclosure [Text Block] Derivative instrument principal amortization in year two. Derivative Instrument Principal Amortization In Year Two Derivative swaps, principal amortize at Nov. 15, 2022 Entity File Number Entity File Number Stock-based activity Share based compensation expense and exercise of shares including treasury stock acquired for tax obligations. Share Based Compensation Expense And Exercise Of Shares Including Treasury Stock Acquired For Tax Obligations Repayments of Unsecured Debt Repayment of senior unsecured credit facility Minimum liquidity amount required to maintain under credit agreement liquidity covenant. Minimum Liquidity Amount Required To Maintain Under Credit Agreement Liquidity Covenant Minimum liquidity amount required to maintain under credit agreement liquidity covenant Derivative instrument principal amortization in year three. Derivative Instrument Principal Amortization In Year Three Derivative swaps, principal amortize at Nov. 15, 2023 Equity, Class of Treasury Stock [Line Items] Merger and restructuring expenses, net of payments. Merger And Restructuring Expenses Net Of Payments Restructuring expenses, net of payments Represents the number of counterparties that are highly rated financial institutions, which experienced significant downgrades. Number Of Counterparties That Are Highly Rated Financial Institutions Which Experienced Significant Downgrades Number of counterparties, which experienced significant downgrades Long-term Debt, Excluding Current Maturities, Total Long-Term Debt, Excluding Current Maturities Long-term debt Borrowings Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash and cash equivalents at end of period Cash and cash equivalents at beginning of period Other Assets Other Assets Other Assets, Total Number of identified non governmental potentially responsible parties. Number Of Identified Non Governmental Potentially Responsible Parties Number of identified non governmental potentially responsible parties Percentage of reduction in interest rate on senior notes. Percentage Of Reduction In Interest Rate On Senior Notes Percentage of reduction in effective interest rate on senior notes Percentage of effective interest rate benefit Accounts Payable, Current, Total Accounts Payable, Current Accounts payable Debt Instrument [Axis] Debt Instrument Represents the entity's Engineered Products segment that manufactures and markets composite structures and precision machined honeycomb parts for use in the aerospace industry. Engineered Products [Member] Engineered Products Schedule of Intangible Assets and Goodwill [Table Text Block] Schedule of Goodwill and Intangible Assets by Segment Senior notes four point seven percent due two thousand twenty five. Senior Notes Four Point Seven Percent Due Two Thousand Twenty Five [Member] 4.7% senior notes due 2025 Changes in the carrying amount of gross goodwill and other purchased intangibles Goodwill And Intangible Assets [Roll Forward] Changes in the carrying amount of gross goodwill and other purchased intangibles Entity Address, Address Line Two Entity Address, Address Line Two Schedule of Defined Benefit Plans Disclosures [Table] Schedule Of Defined Benefit Plans Disclosures [Table] Entity Small Business Entity Small Business Entity Shell Company Entity Shell Company Represents the number of credit contingency features in derivatives. Derivative Credit Risk Related Number Of Contingent Features Number of credit contingency features Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component Amounts unrelated to service costs, benefit Derivative Asset, Current Carrying value of derivative current asset Earnings Per Share [Text Block] Net Income (Loss) Per Common Share Entity Address, Address Line One Entity Address, Address Line One Schedule of Amounts Recognized in Balance Sheet [Table Text Block] Schedule of Amounts Recognized on Balance Sheet Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] Movement in Standard Product Warranty Accrual [Roll Forward] Changes in accrued product warranty cost Derivative additional fixed interest rate. Derivative Additional Fixed Interest Rate Derivative, additional fixed interest rate Subsequent Event Type [Domain] Debt Instrument, Unused Borrowing Capacity, Description Standard product warranty expense (benefit). Standard Product Warranty Expense Benefit Warranty expense Net income (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Net (loss) income Fair Value, Inputs, Level 2 [Member] Level 2 Debt and Lease Obligation Total debt Depreciation, Depletion and Amortization, Total Depreciation, Depletion and Amortization Depreciation and amortization Product and Service [Axis] Product and Service Treasury Stock, Value, Acquired, Cost Method Acquisition of treasury stock Title of 12(b) Security Title of 12(b) Security Senior notes three point nine five percent due two thousand twenty seven. Senior Notes Three Point Nine Five Percent Due Two Thousand Twenty Seven [Member] 3.95% senior notes due 2027 Debt Instrument, Covenant Description Debt instrument, covenant terms Accounting Standards Update [Axis] Accounting Standards Update Litigation Status [Domain] Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax Net gain (loss) recognized in gross margin Treasury Stock Treasury Stock, Common [Member] Net Cash Provided by (Used in) Investing Activities [Abstract] Cash flows from investing activities Aerospace Composites Malaysia Sdn Bhd. Aerospace Composites Malaysia Sdn Bhd [Member] Aerospace Composites Malaysia Sdn. Bhd. Interest rate swaps Cross currency and interest rate swap Interest Rate Swap [Member] Litigation Status [Axis] Gain (Loss) on Sale of Assets and Asset Impairment Charges Impairment of assets Impairment of assets Derivative [Table] Derivative [Table] Represents the number of entities, in addition to the company, who received a directive from the New Jersey Department of Environmental Protection. Number Of Entities Who Received Directives Number of entities, in addition to Hexcel, who received a directive from the New Jersey Department of Environmental Protection Other comprehensive loss before reclassifications OCI, before Reclassifications, Net of Tax, Attributable to Parent Other comprehensive income (loss) before reclassifications Increase in inventories Increase (Decrease) in Inventories, Total Increase (Decrease) in Inventories Accrued liabilities Liability, Defined Benefit Plan, Current Accrued liabilities Interest Expense, Debt, Total Interest Expense, Debt Interest expense Senior unsecured credit facility. Senior Unsecured Credit Facility [Member] Senior unsecured credit facility Retirement Plan Type [Axis] Retirement Plan Type Document Type Document Type Line of Credit Facility, Interest Rate Description Credit facility interest rate basis 3.95% Senior unsecured notes due 2027 Senior unsecured notes three point nine five percent due two thousand twenty seven. Senior Unsecured Notes Three Point Nine Five Percent Due Two Thousand Twenty Seven [Member] Derivative, Amount of Hedged Item Floating rate obligation Net Cash Provided by (Used in) Investing Activities Net cash used for investing activities Document Quarterly Report Document Quarterly Report Schedule of Net Benefit Costs [Table Text Block] Schedule of Net Periodic Benefit Costs of Defined Benefit Retirement Plans Derivative, Notional Amount Notional amount Net income Net income Net Income (Loss) Available to Common Stockholders, Basic Net income Net cash (used for) provided by financing activities Net Cash Provided by (Used in) Financing Activities Deferred Income Taxes and Tax Credits, Total Deferred Income Taxes and Tax Credits Deferred income taxes Entity Filer Category Entity Filer Category Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Currency translation adjustments Losses (gains) reclassified to net sales Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax Losses reclassified to net sales Liabilities Total liabilities Restructuring reserve settled and received without cash. Restructuring Reserve Settled And Received Without Cash Non-Cash Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income Loss [Table] Asset impairment Asset Impairment Charges Asset Impairment Charges, Total Ending Balance Beginning Balance Equity, Attributable to Parent Total stockholders' equity Foreign currency unrealized gains expected to be reclassified into earnings over next twelve months, taxes The estimated tax amount of unrealized gains or losses on foreign currency cash flow hedges at the reporting date expected to be reclassified to earnings within the next 12 months. Foreign Currency Cash Flow Hedge Gain Loss To Be Reclassified During Next12 Months Tax Amount Foreign currency unrealized gains expected to be reclassified into earnings over next twelve months, taxes Intangible Assets, Net (Excluding Goodwill), Total Intangible Assets, Net (Excluding Goodwill) Intangible assets Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity Interest Expense, Total Interest Expense Interest expense, net Contract with Customer, Asset, after Allowance for Credit Loss, Current, Total Contract with Customer, Asset, after Allowance for Credit Loss, Current Contract assets Statement of Financial Position [Abstract] Basis of Presentation and Significant Accounting Policies [Text Block] Significant Accounting Policies Diluted Weighted average common shares outstanding - Dilutive (in shares) Weighted Average Number of Shares Outstanding, Diluted Weighted average common shares outstanding - Dilutive (in shares) Effective Income Tax Rate Reconciliation, Percent, Total Effective Income Tax Rate Reconciliation, Percent Effective tax rate (as a percent) Federal funds rate plus Federal funds rate plus federal funds rate plus Basic net income per common share Basic net income per common share Income (Loss) from Continuing Operations, Per Outstanding Share, Total Income (Loss) from Continuing Operations, Per Basic Share Net periodic benefit cost Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Income Tax Disclosure [Text Block] Income Taxes Corporate reconciling items and eliminations. Corporate Reconciling Items And Eliminations [Member] Corporate & Other and Intersegment Elimination One-month interest period One-month interest period one-month interest period Non qualified Nonqualified Plan [Member] Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Summary of Earnings Per Share Basic and Diluted Disaggregation of Revenue [Line Items] Disaggregation Of Revenue [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] Fair Value Disclosures [Abstract] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV Measurement Frequency [Domain] Measurement Frequency Defined Benefit Plan, Tax Status [Extensible Enumeration] Defined Benefit Plan, Tax Status [Extensible List] Common stock repurchase plan 2018. Common Stock Repurchase Plan2018 [Member] 2018 Repurchase Plan Hedging Designation [Axis] Hedging Designation Payments to Acquire Property, Plant, and Equipment, Total Payments to Acquire Property, Plant, and Equipment Capital expenditures Secured Overnight Financing Rate Secured Overnight Financing Rate [Member] Secured Overnight Financing Rate [Member] Type of Restructuring [Domain] Type of Restructuring Employee-related Liabilities, Current, Total Employee-related Liabilities, Current Accrued compensation and benefits Total accrued benefit Total accrued benefit Liability, Defined Benefit Plan Total accrued benefit Business Acquisition [Axis] Business Acquisition Income Tax Disclosure [Abstract] Cash Flow Hedging [Member] Cash Flow Hedging Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures, Total Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures Investments in affiliated companies Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location XML 11 R1.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
Apr. 19, 2024
Cover [Abstract]    
Entity Registrant Name Hexcel Corporation  
Entity Central Index Key 0000717605  
Document Type 10-Q  
Document Period End Date Mar. 31, 2024  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   83,114,360
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 1-8472  
Entity Tax Identification Number 94-1109521  
Entity Address, Address Line One Two Stamford Plaza  
Entity Address, Address Line Two 281 Tresser Boulevard  
Entity Address, City or Town Stamford  
Entity Address, State or Province CT  
Entity Address, Postal Zip Code 06901-3238  
City Area Code (203)  
Local Phone Number 969-0666  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common Stock, par value $0.01  
Trading Symbol HXL  
Security Exchange Name NYSE  
XML 12 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 85.9 $ 227.0
Accounts receivable, net 271.0 234.7
Inventories, net 353.8 334.4
Contract assets 31.2 25.1
Prepaid expenses and other current assets 47.8 43.0
Total current assets 789.7 864.2
Property, plant and equipment 3,194.8 3,195.5
Less accumulated depreciation (1,536.6) (1,516.8)
Net property, plant and equipment 1,658.2 1,678.7
Goodwill and other intangible assets, net 248.7 251.3
Investments in affiliated companies 5.0 5.0
Other assets 119.6 119.3
Total assets 2,821.2 2,918.5
Current liabilities:    
Short-term borrowings 0.1 0.1
Accounts payable 128.1 159.1
Accrued compensation and benefits 67.3 75.7
Financial instruments 4.5 6.0
Accrued liabilities 88.6 75.0
Total current liabilities 288.6 315.9
Long-term debt 714.6 699.4
Retirement obligations 44.3 42.6
Deferred income taxes 108.4 110.6
Other non-current liabilities 33.2 33.5
Total liabilities 1,189.1 1,202.0
Stockholders' equity:    
Common stock, $0.01 par value, 200.0 shares authorized, 111.3 shares and 110.8 shares issued at March 31, 2024 and December 31, 2023, respectively 1.1 1.1
Additional paid-in capital 954.6 936.8
Retained earnings 2,192.6 2,168.7
Accumulated other comprehensive loss (89.0) (74.1)
Total stockholders' equity including treasury stock value 3,059.3 3,032.5
Less -Treasury stock, at cost, 28.2 shares at March 31, 2024 and 26.7 shares at December 31, 2023 (1,427.2) (1,316.0)
Total stockholders' equity 1,632.1 1,716.5
Total liabilities and stockholders' equity $ 2,821.2 $ 2,918.5
XML 13 R3.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
shares in Millions
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 200.0 200.0
Common stock, shares issued 111.3 110.8
Treasury stock, shares 28.2 26.7
XML 14 R4.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Statements of Operations - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net sales $ 472.3 $ 457.7
Cost of sales 354.1 330.0
Gross margin 118.2 127.7
Selling, general and administrative expenses 49.0 50.8
Research and technology expenses 15.1 13.9
Other operating expense 1.2 0.2
Operating income (loss) 52.9 62.8
Interest expense, net 6.5 9.4
Income before income taxes, and equity in earnings from affiliated companies 46.4 53.4
Income tax expense 9.9 11.7
Income before equity in earnings from affiliated companies 36.5 41.7
Equity in earnings from affiliated companies 0.0 1.0
Net income $ 36.5 $ 42.7
Basic net income per common share $ 0.44 $ 0.5
Diluted net income per common share $ 0.43 $ 0.5
Weighted-average common shares:    
Basic 83.9 84.6
Diluted 84.8 85.5
XML 15 R5.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net income $ 36.5 $ 42.7
Currency translation adjustments (10.4) 12.0
Net unrealized pension and other benefit actuarial losses and prior service credits (net of tax) (0.1) 0.0
Net unrealized (loss) gain on financial instruments (net of tax) (4.4) 10.3
Other comprehensive loss (14.9) 22.3
Comprehensive income $ 21.6 $ 65.0
XML 16 R6.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities    
Net income (loss) $ 36.5 $ 42.7
Reconciliation to net cash used for operating activities:    
Depreciation and amortization 31.0 30.7
Amortization related to financing 0.1 0.1
Deferred income taxes (0.7) (2.1)
Equity in earnings from affiliated companies 0.0 (1.0)
Stock-based compensation 13.1 12.9
Restructuring expenses, net of payments 0.7 (2.1)
Impairment of assets 0.0 1.7
Changes in assets and liabilities:    
Increase in accounts receivable (37.5) (40.5)
Increase in inventories (23.0) (32.6)
(Increase) decrease in prepaid expenses and other current assets (10.0) 0.1
Decrease in accounts payable/accrued liabilities (14.0) (31.0)
Other – net (3.2) (2.3)
Net cash used for operating activities (7.0) (23.4)
Cash flows from investing activities    
Capital expenditures (28.7) (18.1)
Net cash used for investing activities (28.7) (18.1)
Cash flows from financing activities    
Borrowing from senior unsecured credit facility 15.0 65.0
Repayment of senior unsecured credit facility 0.0 (20.0)
Repurchases of common stock (100.7) 0.0
Repayment of finance lease obligation and other debt, net (0.1) (0.1)
Dividends paid (12.6) (10.5)
Activity under stock plans (5.9) 0.4
Net cash (used for) provided by financing activities (104.3) 34.8
Effect of exchange rate changes on cash and cash equivalents (1.1) 0.4
Net decrease in cash and cash equivalents (141.1) (6.3)
Cash and cash equivalents at beginning of period 227.0 112.0
Cash and cash equivalents at end of period 85.9 105.7
Supplemental data:    
Accrual basis additions to plant, property, and equipment $ 18.6 $ 16.8
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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Millions
Total
Par
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Beginning Balance at Dec. 31, 2022 $ 1,554.2 $ 1.1 $ 905.0 $ 2,104.9 $ (174.4) $ (1,282.4)
Increase (Decrease) in Stockholders' Equity            
Net income 42.7     42.7    
Dividends on common stock (10.4)     (10.4)    
Change in other comprehensive income (loss)– net of tax 22.3       22.3  
Stock-based activity 13.4   15.8     (2.4)
Ending Balance at Mar. 31, 2023 1,622.2 1.1 920.8 2,137.2 (152.1) (1,284.8)
Beginning Balance at Dec. 31, 2023 1,716.5 1.1 936.8 2,168.7 (74.1) (1,316.0)
Increase (Decrease) in Stockholders' Equity            
Net income 36.5     36.5    
Dividends on common stock (12.6)     (12.6)    
Repurchases of common stock (100.7)         (100.7)
Change in other comprehensive income (loss)– net of tax (14.9)       (14.9)  
Stock-based activity 7.3   17.8     (10.5)
Ending Balance at Mar. 31, 2024 $ 1,632.1 $ 1.1 $ 954.6 $ 2,192.6 $ (89.0) $ (1,427.2)
XML 18 R8.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]    
Dividends paid on common stock price per share $ 0.15 $ 0.125
XML 19 R9.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Significant Accounting Policies

Note 1 — Significant Accounting Policies

In these notes, the terms “Hexcel,” “the Company,” “we,” “us,” or “our” mean Hexcel Corporation and subsidiary companies. The accompanying condensed consolidated financial statements are those of Hexcel Corporation. Refer to Note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our significant accounting policies.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared from the unaudited accounting records of Hexcel pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been omitted pursuant to rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include all normal recurring adjustments as well as any non-recurring adjustments necessary to present fairly the statement of financial position, results of operations, cash flows and statement of stockholders’ equity for the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2023 was derived from the audited 2023 consolidated balance sheet. Interim results are not necessarily indicative of results expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K.

Investments in Affiliated Companies

Results for the three months ended March 31, 2023 included our 50% equity ownership investment in the joint venture in Malaysia which was accounted for using the equity method of accounting. We sold our interest in the joint venture in December 2023.

XML 20 R10.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Net Income (Loss) Per Common Share
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Net Income (Loss) Per Common Share

Note 2 — Net Income Per Common Share

 

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Basic net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

Weighted average common shares outstanding

 

 

83.9

 

 

 

84.6

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.44

 

 

$

0.50

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

 

83.9

 

 

 

84.6

 

Plus incremental shares from assumed conversions:

 

 

 

 

 

 

Restricted stock units

 

 

0.5

 

 

 

0.5

 

Stock options

 

 

0.4

 

 

 

0.4

 

Weighted average common shares outstanding — Dilutive

 

 

84.8

 

 

 

85.5

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.43

 

 

$

0.50

 

 

Total common stock equivalents of 0.4 million and 0.5 million were excluded from the computation of diluted net income per share for the three months ended March 31, 2024 and 2023, respectively, because to do so would have been anti-dilutive.

XML 21 R11.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Inventories
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories

Note 3 Inventories

 

 

 

 

 

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Raw materials

 

$

155.5

 

 

$

131.4

 

Work in progress

 

 

40.5

 

 

 

46.0

 

Finished goods

 

 

157.8

 

 

 

157.0

 

Total Inventory

 

$

353.8

 

 

$

334.4

 

XML 22 R12.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Retirement and Other Postretirement Benefit Plans
3 Months Ended
Mar. 31, 2024
Retirement Benefits [Abstract]  
Retirement and Other Postretirement Benefit Plans

Note 4 Retirement and Other Postretirement Benefit Plans

We maintain qualified and nonqualified defined benefit retirement plans covering certain current and former U.S. and European employees, retirement savings plans covering eligible U.S. and U.K. employees and certain postretirement health care and life insurance benefit plans covering eligible U.S. retirees. We also participate in a union sponsored multi-employer pension plan covering certain U.S. employees with union affiliations.

Defined Benefit Retirement Plans

Net Periodic Benefit Costs

Net periodic benefit costs of our defined benefit retirement plans for the three months ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

U.S. Nonqualified Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

-

 

 

$

0.3

 

Interest cost

 

 

0.2

 

 

 

0.1

 

Net amortization

 

 

(0.1

)

 

 

0.2

 

Net periodic benefit cost

 

$

0.1

 

 

$

0.6

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for U.S. nonqualified defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.2

 

 

$

1.3

 

Other non-current liabilities

 

 

16.8

 

 

 

16.8

 

Total accrued benefit

 

$

18.0

 

 

$

18.1

 

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

European Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

0.2

 

 

$

0.2

 

Interest cost

 

 

0.1

 

 

 

1.2

 

Expected return on plan assets

 

 

-

 

 

 

(1.2

)

Net amortization and deferral

 

 

-

 

 

 

0.6

 

Net periodic benefit cost

 

$

0.3

 

 

$

0.8

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for European defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.1

 

 

$

0.8

 

Other non-current liabilities

 

 

12.8

 

 

 

12.3

 

Total accrued benefit

 

$

13.9

 

 

$

13.1

 

 

All costs related to our pensions are included as a component of operating income in our Condensed Consolidated Statements of Operations. For the three months ended March 31, 2024 and 2023, amounts unrelated to service costs were a charge of $0.2 million and $0.9 million, respectively.

 

Contributions

We generally fund our U.S. non-qualified defined benefit retirement plans when benefit payments are incurred. We contributed approximately $0.2 million to our U.S. non-qualified defined benefit retirement plans during the three months ended March 31, 2024 and expect to contribute a total of $0.7 million in 2024 to cover unfunded benefits.

Contributions to our European defined benefit retirement plans during the three months ended March 31, 2024 were not material. We plan to contribute approximately $1.1 million during 2024 to our European plans.

Postretirement Health Care and Life Insurance Benefit Plans

We recorded $0.3 million of net amortization gain deferral for the three months ended March 31, 2023. Amounts for the three months ended March 31, 2024 were not material. Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the three months ended March 31, 2024 and 2023 were immaterial.

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet:

 

 

 

 

 

 

Accrued liabilities

 

$

0.2

 

 

$

0.2

 

Other non-current liabilities

 

 

0.9

 

 

 

0.9

 

Total accrued benefit

 

$

1.1

 

 

$

1.1

 

 

Amounts contributed in connection with our postretirement plans were immaterial for both the three months ended March 31, 2024 and 2023. We periodically fund our postretirement plans to pay covered expenses as they are incurred. We expect to contribute approximately $0.2 million in 2024 to cover unfunded benefits.

XML 23 R13.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Debt
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt

Note 5 –– Debt

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Current portion of finance lease

 

$

0.1

 

 

$

0.1

 

Current portion of debt

 

 

0.1

 

 

 

0.1

 

Senior unsecured credit facility

 

 

15.0

 

 

 

-

 

4.7% senior notes --- due 2025

 

 

300.0

 

 

 

300.0

 

3.95% senior notes --- due 2027

 

 

400.0

 

 

 

400.0

 

Senior notes --- original issue discount

 

 

(0.6

)

 

 

(0.7

)

Senior notes --- deferred financing costs

 

 

(1.4

)

 

 

(1.6

)

Non-current portion of finance lease and other debt

 

 

1.6

 

 

 

1.7

 

Long-term debt

 

 

714.6

 

 

 

699.4

 

Total debt

 

$

714.7

 

 

$

699.5

 

 

On April 25, 2023, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility agreement (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity remained at $750 million. The Facility matures in April 2028. In connection with the refinancing, the Company incurred approximately $2.5 million in financing costs which were deferred and are amortized over the life of the Facility.

 

Borrowings under the Facility bear interest for Secured Overnight Financing Rate ("SOFR") borrowings at (i) an Adjusted Term SOFR rate (subject to a 0.00% floor), where such “Adjusted Term SOFR” rate is equal to the Term SOFR rate for the applicable interest period plus 0.10%, plus the Applicable Margin or (ii) for base rate borrowings, the greatest of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) the Adjusted Term SOFR rate (subject to a 0.00% floor) for a one-month interest period plus 1.00%, in each case plus the Applicable Margin. The “Applicable Margin” initially was 1.125% for SOFR rate borrowings and 0.125% for base rate borrowings, and after September 30, 2023, can fluctuate, determined by reference to the more favorable to the Company of its (i) public debt rating and (ii) consolidated leverage ratio, as specified in the Credit Agreement. Up to $50 million of the Facility may be used for letters of credit. The Credit Agreement enables the Company, from time to time, to add term loans or to increase the revolving credit commitment in an aggregate amount not to exceed $500 million.

As of March 31, 2024, total borrowings under the Facility were $15.0 million, which approximates fair value. Outstanding letters of credit reduce the amount available for borrowing under the Facility. As of March 31, 2024, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $735.0 million. The weighted average interest rate for the

Facility was 8.6% for the three months ended March 31, 2024. The Company was in compliance with all debt covenants as of March 31, 2024.

In 2017, the Company issued $400 million in aggregate principal amount of 3.95% Senior Unsecured Notes due in 2027. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 5.95%. The effective interest rate for the three months ended March 31, 2024 was 4.0% inclusive of an approximately 0.25% benefit of treasury locks. Based on quoted prices, the fair value of the Senior Unsecured Notes due in 2027 was $381.3 million at March 31, 2024.

In 2015, the Company issued $300 million in aggregate principal amount of 4.7% Senior Unsecured Notes due in 2025. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 6.7%. The effective interest rate for the three months ended March 31, 2024 was 4.9%. Based on quoted prices, the fair value of the Senior Unsecured Notes due in 2025 was $297.0 million at March 31, 2024.

XML 24 R14.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Derivative Financial Instruments
3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

Note 6 Derivative Financial Instruments

The Company had treasury lock agreements to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our senior unsecured notes. These hedges were designated as cash flow hedges, thus any change in fair value was recorded as a component of other comprehensive income (loss). As part of the issuance of our senior notes, we net settled these derivatives for $10 million in cash and the deferred gains recorded in other comprehensive income (loss) will be released to interest expense over the life of the senior notes. The effect of these settled treasury locks reduces the effective interest rate on the senior notes by approximately 0.25%.

Cross Currency and Interest Rate Swap Agreements

In November 2020, we entered into a cross currency and interest rate swap, which was designated as a cash flow hedge of a €270 million, 5-year amortizing, intercompany loan between one of our European subsidiaries and the U.S. parent company. Changes in the spot exchange are recorded to the general ledger and offset the fair value re-measurement of the hedged item. The net difference in the interest rates coupons is recorded as a credit to interest expense. The derivative swaps €270 million bearing interest at a fixed rate of 0.30% for $319.9 million at a fixed rate interest of 1.115%. The interest coupons settle semi-annually. The principal will amortize each year on November 15, as follows: for years 1 through 4, beginning November 15, 2021, €50 million versus $59.2 million, and a final settlement on November 15, 2025 of €70 million versus $82.9 million.

 

Foreign Currency Forward Exchange Contracts

 

A number of our European subsidiaries are exposed to the impact of exchange rate volatility between the U.S. dollar and the subsidiaries’ functional currencies, being either the Euro or the British pound sterling. We have entered into contracts to exchange U.S. dollars for Euros and British pound sterling through September 2026. The aggregate notional amount of these contracts was $371.7 million and $393.3 million at March 31, 2024 and December 31, 2023, respectively. The purpose of these contracts is to hedge a portion of the forecasted transactions of our European subsidiaries under long-term sales contracts with certain customers. These contracts are expected to provide us with a more balanced matching of future cash receipts and expenditures by currency, thereby reducing our exposure to fluctuations in currency exchange rates. The effective portion of the hedges, losses of $7.1 million were recorded in other comprehensive (loss) income for the three months ended March 31, 2024, and gains of $4.0 million were recorded for the three months ended March 31, 2023. We recognized losses of $0.7 million and losses of $3.7 million in gross margin during the three months ended March 31, 2024 and 2023, respectively.

In addition, we enter into foreign exchange forward contracts which are not designated as hedges. These are used to provide an offset to transactional gains or losses arising from the remeasurement of non-functional monetary assets and liabilities such as accounts receivable. The change in the fair value of the derivatives is recorded in the Statement of Operations. There are no credit contingency features in these derivatives. During the quarters ended March 31, 2024 and 2023, we recognized net foreign exchange gains of $1.6 million and losses of $0.4 million, respectively, in the Condensed Consolidated Statements of Operations. The net foreign exchange impact recognized from these hedges offset the translation exposure of these transactions.

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive loss for the quarters ended March 31, 2024 and March 31, 2023 was as follows:

 

 

 

Quarter Ended March 31,

 

 

(In millions)

 

2024

 

 

2023

 

 

Unrealized gains (losses) at beginning of period, net of tax

 

$

5.3

 

 

$

(10.5

)

 

Losses reclassified to net sales

 

 

0.5

 

 

 

2.7

 

 

(Decrease) increase in fair value

 

 

(5.3

)

 

 

3.0

 

 

Unrealized gains (losses) at end of period, net of tax

 

$

0.5

 

 

$

(4.8

)

 

 

Unrealized losses of $0.6 million recorded in accumulated other comprehensive loss, less taxes of $0.2 million, as of March 31, 2024, are expected to be reclassified into earnings over the next twelve months as the hedged sales are recorded.

 

Commodity Swap Agreements

We use commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of March 31, 2024, we had commodity swap agreements with a notional value of $19.4 million. The swaps mature monthly through March 2026. The swaps are accounted for as a cash flow hedge of our forward raw material purchases. To ensure the swaps are highly effective, all of the critical terms of the swap matched the terms of the hedged items.

The fair value of outstanding derivative financial instruments as of March 31, 2024 and December 31, 2023 were as follows:

 

 

 

Prepaid and Other Current Assets

 

Other Assets

 

Current Liabilities

 

Non-Current Liabilities

(In millions)

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

$3.3

 

$4.8

 

$2.0

 

$5.5

 

$3.9

 

$3.2

 

$0.7

 

$-

      Undesignated hedges

 

0.1

 

-

 

-

 

-

 

-

 

1.4

 

-

 

-

Commodity swaps

 

0.9

 

0.5

 

0.1

 

0.2

 

0.6

 

1.5

 

0.3

 

0.2

      Cross currency and interest rate swap

 

5.8

 

4.3

 

5.6

 

3.7

 

-

 

-

 

-

 

-

Total Derivative Products

 

$10.1

 

$9.6

 

$7.7

 

$9.4

 

$4.5

 

$6.1

 

$1.0

 

$0.2

XML 25 R15.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Fair Value Measurements
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 7 — Fair Value Measurements

The authoritative guidance for fair value measurements establishes a hierarchy for observable and unobservable inputs used to measure fair value, into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider our own and counterparty credit risk in our assessment of fair value.

We have no assets or liabilities that utilize Level 1 or Level 3 inputs. However, we have derivative instruments classified as liabilities and assets which utilize Level 2 inputs.

For derivative assets and liabilities that utilize Level 2 inputs, we prepare estimates of future cash flows of our derivatives, which are discounted to a net present value. The estimated cash flows and the discount factors used in the valuation model are based on observable inputs, and incorporate non-performance risk (the credit standing of the counterparty when the derivative is in a net asset position, and the credit standing of Hexcel when the derivative is in a net liability position). For further information on the fair value of our derivative financial instruments see Note 6, Derivative Financial Instruments. In addition, the fair value of these derivative contracts, which are subject to a master netting arrangement under certain circumstances, is presented on a gross basis in the Condensed Consolidated Balance Sheets.

Below is a summary of valuation techniques for all Level 2 financial assets and liabilities:

Cross Currency and Interest Rate Swap Agreements — valued using the USD Secured Overnight Financing Rate curves and quoted forward foreign exchange prices at the reporting date.
Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date.
Commodity swap agreements — valued using quoted forward commodity prices at the reporting date.

Counterparties to the above contracts are highly rated financial institutions, none of which experienced any significant downgrades in the three months ended March 31, 2024 that would reduce the receivable amount owed, if any, to the Company.

XML 26 R16.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Revenue
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue

Note 8 — Revenue

 

Our revenue is primarily derived from the sale of inventory under long-term contracts with our customers. We have determined that individual purchase orders (“PO”), the terms and conditions of which are taken with a master agreement, create the ASC 606 contracts, which are generally short-term in nature. For those sales that are not tied to a long-term agreement, we generate a PO that is subject to our standard terms and conditions. In instances where our customers acquire our goods related to government contracts, the contracts are typically subject to terms similar, or equal to, the Federal Acquisition Regulation Part 52.249-2. This regulation contains a termination for convenience clause (“T for C”), which requires that the customer pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit.

 

We recognize revenue over time for those agreements that have T for C, and where the products being produced have no alternative use. As our production cycle is typically nine months or less, it is expected that goods related to the revenue recognized over time will be shipped and billed within the next twelve months. Less than half of our agreements contain provisions which would require revenue to be recognized over time. All other revenue is recognized at a point in time.

 

We disaggregate our revenue based on market for analytical purposes. The following table details our revenue by market for the three months ended March 31, 2024 and 2023:

 

 

 

Quarter Ended March 31,

 

(In millions)

2024

 

 

2023

 

Consolidated Net Sales

$

472.3

 

$

457.7

 

Commercial Aerospace

 

299.3

 

 

 

284.5

 

Space & Defense

 

139.1

 

 

 

126.2

 

Industrial

 

33.9

 

 

 

47.0

 

Revenue recognized over time gives rise to contract assets, which represent revenue recognized but unbilled. Contract assets are included in our Condensed Consolidated Balance Sheets as a component of current assets. The activity related to contract assets for the three months ended March 31, 2024 was as follows:

 

(In millions)

Composite Material

 

Engineered Products

 

Total

 

Balance at December 31, 2023

$

8.3

 

 

$

16.8

 

 

$

25.1

 

Net revenue billed

 

1.6

 

 

 

4.4

 

 

 

6.0

 

Balance at March 31, 2024

$

9.9

 

$

21.2

 

$

31.1

 

 

Accounts receivable, net, includes amounts billed to customers where the right to payment is unconditional.
XML 27 R17.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Segment Information
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segment Information

Note 9 — Segment Information

The financial results for our operating segments are prepared using a management approach, which is consistent with the basis and manner in which we internally segregate financial information for the purpose of assisting in making internal operating decisions. We evaluate the performance of our operating segments based on operating income, and generally account for intersegment sales based on arm’s length prices. Corporate and certain other expenses are not allocated to the operating segments, except to the extent that the expense can be directly attributable to the business segment.

Financial information for our operating segments for the three months ended March 31, 2024 and 2023 was as follows:

 

 

(Unaudited)

 

 

 

Composite

 

 

Engineered

 

 

Corporate &

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Other (a)

 

 

Total

 

Quarter Ended March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

379.5

 

 

$

92.8

 

 

$

 

 

$

472.3

 

Intersegment sales

 

 

23.3

 

 

 

0.3

 

 

 

(23.6

)

 

 

 

Total sales

 

$

402.8

 

 

$

93.1

 

 

$

(23.6

)

 

$

472.3

 

Other operating expense

 

 

0.8

 

 

 

0.4

 

 

 

 

 

 

1.2

 

Operating income (loss)

 

 

63.7

 

 

 

12.9

 

 

 

(23.7

)

 

 

52.9

 

Depreciation and amortization

 

 

27.2

 

 

 

3.8

 

 

 

 

 

 

31.0

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.2

 

 

 

13.1

 

Accrual basis additions to capital expenditures

 

 

16.7

 

 

 

1.9

 

 

 

-

 

 

 

18.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

378.2

 

 

$

79.5

 

 

$

 

 

$

457.7

 

Intersegment sales

 

 

19.3

 

 

 

1.0

 

 

 

(20.3

)

 

 

 

Total sales

 

$

397.5

 

 

$

80.5

 

 

$

(20.3

)

 

$

457.7

 

Other operating expense

 

 

0.2

 

 

 

-

 

 

 

-

 

 

 

0.2

 

Operating income (loss)

 

 

73.2

 

 

 

12.0

 

 

 

(22.4

)

 

 

62.8

 

Depreciation and amortization

 

 

27.2

 

 

 

3.5

 

 

 

 

 

 

30.7

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.0

 

 

 

12.9

 

Accrual basis additions to capital expenditures

 

 

13.1

 

 

 

3.7

 

 

 

 

 

 

16.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
We do not allocate corporate expenses to the operating segments.

 

Goodwill and Intangible Assets

 

Composite

 

 

Engineered

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Total

 

Balance at December 31, 2023

 

$

87.2

 

 

$

164.1

 

 

$

251.3

 

Amortization expense

 

 

(0.4

)

 

 

(1.2

)

 

 

(1.6

)

Currency translation adjustments

 

 

(1.0

)

 

 

 

 

 

(1.0

)

Balance at March 31, 2024

 

$

85.8

 

 

$

162.9

 

 

$

248.7

 

 

At March 31, 2024, the balance of goodwill and intangible assets was $187.8 million and $60.9 million, respectively.
XML 28 R18.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Accumulated Other Comprehensive Loss
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Loss

Note 10 — Accumulated Other Comprehensive Loss

 

Comprehensive loss represents net loss and other gains and losses affecting stockholders’ equity that are not reflected in the Condensed Consolidated Statements of Operations. The components of accumulated other comprehensive loss as of March 31, 2024 and December 31, 2023 were as follows:

 

(In millions)

 

Unrecognized
Net Defined
Benefit and
Postretirement
Plan Costs

 

 

Change in Fair
Value of
Derivatives
Products (1)

 

 

Foreign
Currency
Translation

 

 

Total

 

Balance at December 31, 2023

 

$

1.0

 

 

$

5.7

 

 

$

(80.8

)

 

$

(74.1

)

Other comprehensive loss before reclassifications

 

 

-

 

 

 

(1.8

)

 

 

(10.4

)

 

 

(12.2

)

Amounts reclassified from accumulated other comprehensive
loss

 

 

(0.1

)

 

 

(2.6

)

 

 

 

 

(2.7

)

Other comprehensive loss

 

 

(0.1

)

 

 

(4.4

)

 

 

(10.4

)

 

 

(14.9

)

Balance at March 31, 2024

 

$

0.9

 

 

$

1.3

 

 

$

(91.2

)

 

$

(89.0

)

 

 

(1)
Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps.

 

The amounts of net (gains) losses reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs and derivative products components of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarter Ended March 31, 2024

 

 

Quarter Ended March 31, 2023

 

(In millions)

 

Pre-tax (gain) loss

 

 

Net of tax (gain) loss

 

 

Pre-tax loss (gain)

 

 

Net of tax loss (gain)

 

Defined Benefit and Postretirement Plan Costs

 

$

(0.1

)

 

$

(0.1

)

 

$

0.5

 

 

$

0.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

  Foreign currency forward exchange contracts

 

 

0.7

 

 

 

0.4

 

 

 

3.7

 

 

 

2.7

 

  Commodity swaps

 

 

(0.3

)

 

 

(0.3

)

 

 

0.9

 

 

 

0.7

 

  Interest rate swaps

 

 

(3.6

)

 

 

(2.7

)

 

 

(2.1

)

 

 

(1.6

)

Total Derivative Products

 

$

(3.2

)

 

$

(2.6

)

 

$

2.5

 

 

$

1.8

 

XML 29 R19.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 11 — Commitments and Contingencies

We are involved in litigation, investigations and claims arising out of the normal conduct of our business, including those relating to commercial transactions, environmental, employment and health and safety matters. While it is impossible to predict the ultimate resolution of litigation, investigations and claims asserted against us, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that, after taking into account our existing insurance coverage and amounts already provided for, the currently pending legal proceedings against us will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.

Environmental Matters

We have been named as a potentially responsible party (“PRP”) with respect to the below and other hazardous waste disposal sites that we do 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 the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) allows for joint and several liability in certain circumstances, we could be responsible for all remediation costs at such sites, even if we are one of many PRPs. We believe, based on the amount and nature of the hazardous waste at issue, and the number of other financially viable PRPs at each site, that our liability in connection with such environmental matters will not be material.

Lower Passaic River Study Area

Hexcel, together with approximately 48 other PRPs that comprise the Lower Passaic Cooperating Parties Group (the “CPG”), are subject to a May 2007 Administrative Order on Consent (“AOC”) with the EPA requiring the CPG to perform a Remedial Investigation/Feasibility Study of environmental conditions of a 17-mile stretch of the Passaic River in New Jersey (the “Lower Passaic River”). We were included in the CPG based on our operations at our former manufacturing site in Lodi, New Jersey.

In March 2016, the EPA issued a Record of Decision (“ROD”) setting forth the EPA’s selected remedy for the lower eight miles of the Lower Passaic River at an expected cost ranging from $0.97 billion to $2.07 billion. In August 2017, the EPA appointed an independent third-party allocation expert to make recommendations on the relative liability of approximately 120 identified non-government PRPs for the lower eight miles of the Lower Passaic River. In December 2020, the allocator issued its non-binding report on PRP liability (including Hexcel’s) to the EPA. In October 2021, the EPA released a ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional cost ranging from $308.7 million to $661.5 million.

In October 2016, pursuant to a settlement agreement with the EPA, Occidental Chemical Corporation (“OCC”), one of the PRPs, commenced performance of the remedial design required by the ROD for the lower eight miles of the Lower Passaic River, reserving its right of cost contribution from all other PRPs. In June 2018, OCC filed suit against approximately 120 parties, including Hexcel, in the U.S. District Court of the District of New Jersey seeking cost recovery and contribution under CERCLA related to the Lower Passaic River. In July 2019, the court granted in part and denied in part the defendants’ motion to dismiss. In August 2020, the court granted defendants’ motion for summary judgement for certain claims. Discovery for the remaining claims has been stayed indefinitely based on agreement of the parties. On February 24, 2021, Hexcel and certain other defendants filed a third-party complaint against the Passaic Valley Sewerage Commission and certain New Jersey municipalities seeking recovery of Passaic-related cleanup costs incurred by defendants, as well as contribution for any cleanup costs incurred by OCC for which the court deems the defendants liable. In March 2023, the EPA issued a Unilateral Administrative Order (“UAO”) to OCC ordering OCC to commence remedial design work for the interim remedy for the cleanup of the upper nine miles of the Lower Passaic River. On March 24, 2023, OCC filed suit against Hexcel and approximately 38 other parties claiming cost recovery under CERCLA for future costs related to its compliance with the UAO. On January 5, 2024, the U.S. District Court stayed the foregoing claim initiated by OCC until the completion of the Passaic-related Consent Decree process.

On December 16, 2022, the EPA lodged a Consent Decree with the U.S. District Court for the District of New Jersey requesting court approval of a $150 million settlement of the EPA’s CERCLA claims against Hexcel and 83 other PRPs for costs related to alleged contamination of the upper and lower portions of the Lower Passaic River. The 84 PRPs have collectively placed $150 million in escrow, pending District Court approval of the Consent Decree. Hexcel is unable to estimate when or if the District Court will approve the Consent Decree.

Summary of Environmental Reserves

Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lower Passaic River and other sites are accrued in the Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, our aggregate environmental related accruals were $0.6 million and $0.7 million, respectively. These amounts were included in non-current liabilities.

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 being named in a new matter.

Product Warranty

We provide standard assurance-type warranties for our products, which cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Warranty expense for the three months ended March 31, 2024, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, were as follows:

 

 

 

Product

 

(In millions)

 

Warranties

 

Balance as of December 31, 2023

 

$

2.8

 

Warranty expense

 

 

0.8

 

Deductions and other

 

 

(0.3

)

Balance as of March 31, 2024

 

$

3.3

 

XML 30 R20.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Restructuring
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring

Note 12 — Restructuring

 

We recognized restructuring charges of $1.2 million for the quarter ended March 31, 2024 primarily related to severance. Anticipated future cash payments as of March 31, 2024 were $1.9 million.

 

 

 

 

 

 

Activity for the Quarter Ended March 31, 2024

 

 

 

 

 

December 31,

 

 

Restructuring

 

 

 

 

 

Cash

 

 

 

 

 

March 31,

 

(In Millions)

2023

 

 

Charge

 

 

FX Impact

 

 

Paid

 

 

Non-Cash

 

 

2024

 

Employee termination

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

Total

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

XML 31 R21.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Capital Stock
3 Months Ended
Mar. 31, 2024
Stockholders' Equity Note [Abstract]  
Capital Stock

Note 13 — Capital Stock

 

Under the share repurchase plan adopted by the Board of Directors of the Company (the "Board") in May 2018 (the “2018 Repurchase Plan"), the Board authorized $500 million for the repurchase of the Company's common stock of which $86.4 million remained as of March 31, 2024. On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”) which is in addition to the amount that remained available for repurchases under the 2018 Repurchase Plan. The repurchase of the Company’s common stock under the 2018 Repurchase Plan and the 2024 Share Repurchase Plan (together the "Share Repurchase Program") are anticipated to be made in open market transactions, block transactions, privately negotiated purchase transactions or other purchase techniques at the discretion of management based upon consideration of market, business, legal, accounting, and other factors.

 

During the three months ended March 31, 2024, the Company repurchased 1,397,755 shares of common stock on the open market under the Share Repurchase Program at an average price of $71.54 per share and at a cost of $100.7 million, including commissions and excise tax, leaving approximately $386.4 million available for additional repurchases under the Share Repurchase Program. The acquisition of these shares was accounted for under the treasury method.

XML 32 R22.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared from the unaudited accounting records of Hexcel pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been omitted pursuant to rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include all normal recurring adjustments as well as any non-recurring adjustments necessary to present fairly the statement of financial position, results of operations, cash flows and statement of stockholders’ equity for the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2023 was derived from the audited 2023 consolidated balance sheet. Interim results are not necessarily indicative of results expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K.

Investments in Affiliated Companies

Investments in Affiliated Companies

Results for the three months ended March 31, 2023 included our 50% equity ownership investment in the joint venture in Malaysia which was accounted for using the equity method of accounting. We sold our interest in the joint venture in December 2023.
XML 33 R23.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Net Income (Loss) Per Common Share (Tables)
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Summary of Earnings Per Share Basic and Diluted

 

 

Quarter Ended March 31,

 

(In millions, except per share data)

 

2024

 

 

2023

 

Basic net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

Weighted average common shares outstanding

 

 

83.9

 

 

 

84.6

 

 

 

 

 

 

 

 

Basic net income per common share

 

$

0.44

 

 

$

0.50

 

 

 

 

 

 

 

 

Diluted net income per common share:

 

 

 

 

 

 

Net income

 

$

36.5

 

 

$

42.7

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — Basic

 

 

83.9

 

 

 

84.6

 

Plus incremental shares from assumed conversions:

 

 

 

 

 

 

Restricted stock units

 

 

0.5

 

 

 

0.5

 

Stock options

 

 

0.4

 

 

 

0.4

 

Weighted average common shares outstanding — Dilutive

 

 

84.8

 

 

 

85.5

 

 

 

 

 

 

 

 

Diluted net income per common share

 

$

0.43

 

 

$

0.50

 

XML 34 R24.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Inventories (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories

 

 

 

 

 

 

 

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Raw materials

 

$

155.5

 

 

$

131.4

 

Work in progress

 

 

40.5

 

 

 

46.0

 

Finished goods

 

 

157.8

 

 

 

157.0

 

Total Inventory

 

$

353.8

 

 

$

334.4

 

XML 35 R25.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Retirement and Other Postretirement Benefit Plans (Tables)
3 Months Ended
Mar. 31, 2024
Defined Benefit Retirement Plans  
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]  
Schedule of Net Periodic Benefit Costs of Defined Benefit Retirement Plans

Net periodic benefit costs of our defined benefit retirement plans for the three months ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

U.S. Nonqualified Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

-

 

 

$

0.3

 

Interest cost

 

 

0.2

 

 

 

0.1

 

Net amortization

 

 

(0.1

)

 

 

0.2

 

Net periodic benefit cost

 

$

0.1

 

 

$

0.6

 

Schedule of Amounts Recognized on Balance Sheet

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for U.S. nonqualified defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.2

 

 

$

1.3

 

Other non-current liabilities

 

 

16.8

 

 

 

16.8

 

Total accrued benefit

 

$

18.0

 

 

$

18.1

 

Defined Benefit Retirement Plans | Non qualified  
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]  
Schedule of Net Periodic Benefit Costs of Defined Benefit Retirement Plans

 

 

Quarter Ended March 31,

 

(In millions)

 

2024

 

 

2023

 

European Defined Benefit Retirement Plans

 

 

 

 

 

 

Service cost

 

$

0.2

 

 

$

0.2

 

Interest cost

 

 

0.1

 

 

 

1.2

 

Expected return on plan assets

 

 

-

 

 

 

(1.2

)

Net amortization and deferral

 

 

-

 

 

 

0.6

 

Net periodic benefit cost

 

$

0.3

 

 

$

0.8

 

Schedule of Amounts Recognized on Balance Sheet

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet for European defined benefit retirement plans:

 

 

 

 

 

 

Accrued liabilities

 

$

1.1

 

 

$

0.8

 

Other non-current liabilities

 

 

12.8

 

 

 

12.3

 

Total accrued benefit

 

$

13.9

 

 

$

13.1

 

Postretirement Health Care and Life Insurance Benefit Plans  
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]  
Schedule of Amounts Recognized on Balance Sheet Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the three months ended March 31, 2024 and 2023 were immaterial.

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Amounts recognized on the balance sheet:

 

 

 

 

 

 

Accrued liabilities

 

$

0.2

 

 

$

0.2

 

Other non-current liabilities

 

 

0.9

 

 

 

0.9

 

Total accrued benefit

 

$

1.1

 

 

$

1.1

 

XML 36 R26.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Debt and Capital Lease Obligations

(In millions)

 

March 31, 2024

 

 

December 31, 2023

 

Current portion of finance lease

 

$

0.1

 

 

$

0.1

 

Current portion of debt

 

 

0.1

 

 

 

0.1

 

Senior unsecured credit facility

 

 

15.0

 

 

 

-

 

4.7% senior notes --- due 2025

 

 

300.0

 

 

 

300.0

 

3.95% senior notes --- due 2027

 

 

400.0

 

 

 

400.0

 

Senior notes --- original issue discount

 

 

(0.6

)

 

 

(0.7

)

Senior notes --- deferred financing costs

 

 

(1.4

)

 

 

(1.6

)

Non-current portion of finance lease and other debt

 

 

1.6

 

 

 

1.7

 

Long-term debt

 

 

714.6

 

 

 

699.4

 

Total debt

 

$

714.7

 

 

$

699.5

 

XML 37 R27.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Derivative Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Change in Fair Value of Foreign Currency Forward Exchange Contracts Under Hedge Designations

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive loss for the quarters ended March 31, 2024 and March 31, 2023 was as follows:

 

 

 

Quarter Ended March 31,

 

 

(In millions)

 

2024

 

 

2023

 

 

Unrealized gains (losses) at beginning of period, net of tax

 

$

5.3

 

 

$

(10.5

)

 

Losses reclassified to net sales

 

 

0.5

 

 

 

2.7

 

 

(Decrease) increase in fair value

 

 

(5.3

)

 

 

3.0

 

 

Unrealized gains (losses) at end of period, net of tax

 

$

0.5

 

 

$

(4.8

)

 

 

Schedule of fair value of outstanding derivative financial instruments

The fair value of outstanding derivative financial instruments as of March 31, 2024 and December 31, 2023 were as follows:

 

 

 

Prepaid and Other Current Assets

 

Other Assets

 

Current Liabilities

 

Non-Current Liabilities

(In millions)

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

 

March 31, 2024

 

December 31, 2023

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

$3.3

 

$4.8

 

$2.0

 

$5.5

 

$3.9

 

$3.2

 

$0.7

 

$-

      Undesignated hedges

 

0.1

 

-

 

-

 

-

 

-

 

1.4

 

-

 

-

Commodity swaps

 

0.9

 

0.5

 

0.1

 

0.2

 

0.6

 

1.5

 

0.3

 

0.2

      Cross currency and interest rate swap

 

5.8

 

4.3

 

5.6

 

3.7

 

-

 

-

 

-

 

-

Total Derivative Products

 

$10.1

 

$9.6

 

$7.7

 

$9.4

 

$4.5

 

$6.1

 

$1.0

 

$0.2

XML 38 R28.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Revenue (Tables)
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Market The following table details our revenue by market for the three months ended March 31, 2024 and 2023:

 

 

 

Quarter Ended March 31,

 

(In millions)

2024

 

 

2023

 

Consolidated Net Sales

$

472.3

 

$

457.7

 

Commercial Aerospace

 

299.3

 

 

 

284.5

 

Space & Defense

 

139.1

 

 

 

126.2

 

Industrial

 

33.9

 

 

 

47.0

 

Schedule of Activity Related to Contract Assets The activity related to contract assets for the three months ended March 31, 2024 was as follows:

 

(In millions)

Composite Material

 

Engineered Products

 

Total

 

Balance at December 31, 2023

$

8.3

 

 

$

16.8

 

 

$

25.1

 

Net revenue billed

 

1.6

 

 

 

4.4

 

 

 

6.0

 

Balance at March 31, 2024

$

9.9

 

$

21.2

 

$

31.1

 

XML 39 R29.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of Operating Segment Reporting Information

Financial information for our operating segments for the three months ended March 31, 2024 and 2023 was as follows:

 

 

(Unaudited)

 

 

 

Composite

 

 

Engineered

 

 

Corporate &

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Other (a)

 

 

Total

 

Quarter Ended March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

379.5

 

 

$

92.8

 

 

$

 

 

$

472.3

 

Intersegment sales

 

 

23.3

 

 

 

0.3

 

 

 

(23.6

)

 

 

 

Total sales

 

$

402.8

 

 

$

93.1

 

 

$

(23.6

)

 

$

472.3

 

Other operating expense

 

 

0.8

 

 

 

0.4

 

 

 

 

 

 

1.2

 

Operating income (loss)

 

 

63.7

 

 

 

12.9

 

 

 

(23.7

)

 

 

52.9

 

Depreciation and amortization

 

 

27.2

 

 

 

3.8

 

 

 

 

 

 

31.0

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.2

 

 

 

13.1

 

Accrual basis additions to capital expenditures

 

 

16.7

 

 

 

1.9

 

 

 

-

 

 

 

18.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Quarter Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

378.2

 

 

$

79.5

 

 

$

 

 

$

457.7

 

Intersegment sales

 

 

19.3

 

 

 

1.0

 

 

 

(20.3

)

 

 

 

Total sales

 

$

397.5

 

 

$

80.5

 

 

$

(20.3

)

 

$

457.7

 

Other operating expense

 

 

0.2

 

 

 

-

 

 

 

-

 

 

 

0.2

 

Operating income (loss)

 

 

73.2

 

 

 

12.0

 

 

 

(22.4

)

 

 

62.8

 

Depreciation and amortization

 

 

27.2

 

 

 

3.5

 

 

 

 

 

 

30.7

 

Stock-based compensation

 

 

3.1

 

 

 

0.8

 

 

 

9.0

 

 

 

12.9

 

Accrual basis additions to capital expenditures

 

 

13.1

 

 

 

3.7

 

 

 

 

 

 

16.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
We do not allocate corporate expenses to the operating segments.
Schedule of Goodwill and Intangible Assets by Segment

Goodwill and Intangible Assets

 

Composite

 

 

Engineered

 

 

 

 

(In millions)

 

Materials

 

 

Products

 

 

Total

 

Balance at December 31, 2023

 

$

87.2

 

 

$

164.1

 

 

$

251.3

 

Amortization expense

 

 

(0.4

)

 

 

(1.2

)

 

 

(1.6

)

Currency translation adjustments

 

 

(1.0

)

 

 

 

 

 

(1.0

)

Balance at March 31, 2024

 

$

85.8

 

 

$

162.9

 

 

$

248.7

 

XML 40 R30.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Accumulated Other Comprehensive Loss (Tables)
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of Components of Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss as of March 31, 2024 and December 31, 2023 were as follows:

 

(In millions)

 

Unrecognized
Net Defined
Benefit and
Postretirement
Plan Costs

 

 

Change in Fair
Value of
Derivatives
Products (1)

 

 

Foreign
Currency
Translation

 

 

Total

 

Balance at December 31, 2023

 

$

1.0

 

 

$

5.7

 

 

$

(80.8

)

 

$

(74.1

)

Other comprehensive loss before reclassifications

 

 

-

 

 

 

(1.8

)

 

 

(10.4

)

 

 

(12.2

)

Amounts reclassified from accumulated other comprehensive
loss

 

 

(0.1

)

 

 

(2.6

)

 

 

 

 

(2.7

)

Other comprehensive loss

 

 

(0.1

)

 

 

(4.4

)

 

 

(10.4

)

 

 

(14.9

)

Balance at March 31, 2024

 

$

0.9

 

 

$

1.3

 

 

$

(91.2

)

 

$

(89.0

)

 

 

(1)
Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps.
Schedule of Unrecognized Net Defined Benefit and Postretirement Plan Costs

The amounts of net (gains) losses reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs and derivative products components of accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023 were as follows:

 

 

 

Quarter Ended March 31, 2024

 

 

Quarter Ended March 31, 2023

 

(In millions)

 

Pre-tax (gain) loss

 

 

Net of tax (gain) loss

 

 

Pre-tax loss (gain)

 

 

Net of tax loss (gain)

 

Defined Benefit and Postretirement Plan Costs

 

$

(0.1

)

 

$

(0.1

)

 

$

0.5

 

 

$

0.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Products

 

 

 

 

 

 

 

 

 

 

 

 

  Foreign currency forward exchange contracts

 

 

0.7

 

 

 

0.4

 

 

 

3.7

 

 

 

2.7

 

  Commodity swaps

 

 

(0.3

)

 

 

(0.3

)

 

 

0.9

 

 

 

0.7

 

  Interest rate swaps

 

 

(3.6

)

 

 

(2.7

)

 

 

(2.1

)

 

 

(1.6

)

Total Derivative Products

 

$

(3.2

)

 

$

(2.6

)

 

$

2.5

 

 

$

1.8

 

XML 41 R31.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Product Warranty

We provide standard assurance-type warranties for our products, which cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Warranty expense for the three months ended March 31, 2024, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at March 31, 2024 and December 31, 2023, were as follows:

 

 

 

Product

 

(In millions)

 

Warranties

 

Balance as of December 31, 2023

 

$

2.8

 

Warranty expense

 

 

0.8

 

Deductions and other

 

 

(0.3

)

Balance as of March 31, 2024

 

$

3.3

 

XML 42 R32.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Restructuring (Tables)
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring

 

 

 

 

Activity for the Quarter Ended March 31, 2024

 

 

 

 

 

December 31,

 

 

Restructuring

 

 

 

 

 

Cash

 

 

 

 

 

March 31,

 

(In Millions)

2023

 

 

Charge

 

 

FX Impact

 

 

Paid

 

 

Non-Cash

 

 

2024

 

Employee termination

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

Total

$

1.2

 

 

$

1.2

 

 

$

(0.1

)

 

$

(0.4

)

 

$

 

 

$

1.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

XML 43 R33.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Significant Accounting Policies - Additional Information (Details)
Mar. 31, 2023
Aerospace Composites Malaysia Sdn. Bhd.  
Significant Accounting Policies [Line Items]  
Interest in affiliated company, accounted for using equity method of accounting (as a percent) 50.00%
XML 44 R34.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Net Income (Loss) Per Common Share - Summary of Earnings Per Share Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Basic net income per common share:    
Net income $ 36.5 $ 42.7
Weighted average common shares outstanding - Basic (in shares) 83.9 84.6
Basic net income per common share $ 0.44 $ 0.5
Diluted net income per common share:    
Net income $ 36.5 $ 42.7
Weighted average common shares outstanding - Basic (in shares) 83.9 84.6
Plus incremental shares from assumed conversions:    
Weighted average common shares outstanding - Dilutive (in shares) 84.8 85.5
Diluted net income per common share $ 0.43 $ 0.5
Restricted Stock Units    
Plus incremental shares from assumed conversions:    
Incremental shares from assumed conversions 0.5 0.5
Stock Options    
Plus incremental shares from assumed conversions:    
Incremental shares from assumed conversions 0.4 0.4
XML 45 R35.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Net Income (Loss) Per Common Share - Additional Information (Details) - shares
shares in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share [Abstract]    
Anti-dilutive securities excluded from computation of earnings per share amount (in shares) 0.4 0.5
XML 46 R36.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 155.5 $ 131.4
Work in progress 40.5 46.0
Finished goods 157.8 157.0
Total Inventory $ 353.8 $ 334.4
XML 47 R37.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Retirement and Other Postretirement Benefit Plans - Schedule of Net Periodic Benefit Costs of Defined Benefit Retirement Plans (Details) - Defined Benefit Retirement Plans - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
U.S.      
Net periodic benefit costs of defined benefit retirement plans      
Service cost $ 0.0 $ 0.3  
Interest cost 0.2 0.1  
Net amortization and deferral (0.1) 0.2  
Net periodic benefit cost $ 0.1 $ 0.6  
Defined Benefit Plan, Tax Status [Extensible List] Non qualified Non qualified Non qualified
European      
Net periodic benefit costs of defined benefit retirement plans      
Service cost $ 0.2 $ 0.2  
Interest cost 0.1 1.2  
Expected return on plan assets 0.0 (1.2)  
Net amortization and deferral 0.0 0.6  
Net periodic benefit cost $ 0.3 $ 0.8  
XML 48 R38.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Retirement and Other Postretirement Benefit Plans - Schedule of Amounts Recognized on Balance Sheet (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Amounts recognized on the balance sheet:      
Other non-current liabilities $ 44.3   $ 42.6
Defined Benefit Retirement Plans | U.S.      
Amounts recognized on the balance sheet:      
Accrued liabilities 1.2   1.3
Other non-current liabilities 16.8   16.8
Total accrued benefit $ 18.0   $ 18.1
Defined Benefit Plan, Tax Status [Extensible List] Non qualified Non qualified Non qualified
Defined Benefit Retirement Plans | European      
Amounts recognized on the balance sheet:      
Accrued liabilities $ 1.1   $ 0.8
Other non-current liabilities 12.8   12.3
Total accrued benefit 13.9   13.1
Postretirement Health Care and Life Insurance Benefit Plans      
Amounts recognized on the balance sheet:      
Accrued liabilities 0.2   0.2
Other non-current liabilities 0.9   0.9
Total accrued benefit $ 1.1   $ 1.1
XML 49 R39.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Retirement and Other Postretirement Benefit Plans - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Amounts recognized on the balance sheet:      
Employer contribution to defined benefit retirement plans $ 0.7    
Defined Benefit Retirement Plans      
Amounts recognized on the balance sheet:      
Amounts unrelated to service costs, benefit 0.2 $ 0.9  
Defined Benefit Retirement Plans | U.S.      
Amounts recognized on the balance sheet:      
Employer contribution to defined benefit retirement plans $ 0.2    
Defined Benefit Plan, Tax Status [Extensible List] Non qualified Non qualified Non qualified
Net amortization gain deferral $ 0.1 $ (0.2)  
Defined Benefit Retirement Plans | European      
Amounts recognized on the balance sheet:      
Expected employer contribution in full current year 1.1    
Net amortization gain deferral (0.0) (0.6)  
Postretirement Health Care and Life Insurance Benefit Plans      
Amounts recognized on the balance sheet:      
Net amortization gain deferral   $ 0.3  
Postretirement Health Care and Life Insurance Benefit Plans | Maximum      
Amounts recognized on the balance sheet:      
Expected employer contribution in full current year $ 0.2    
XML 50 R40.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Debt - Schedule of Debt and Capital Lease Obligations (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Current portion of finance lease $ 0.1 $ 0.1
Current portion of debt 0.1 0.1
Long-term debt 714.6 699.4
Non-current portion of finance lease and other debt 1.6 1.7
Total debt 714.7 699.5
Senior unsecured credit facility    
Debt Instrument [Line Items]    
Long-term debt 15.0 0.0
4.7% senior notes due 2025    
Debt Instrument [Line Items]    
Senior notes 300.0 300.0
4.7% senior notes due 2025 and 3.95% senior notes due 2027    
Debt Instrument [Line Items]    
Senior notes --- original issue discount (0.6) (0.7)
Senior notes --- deferred financing costs (1.4) (1.6)
3.95% senior notes due 2027    
Debt Instrument [Line Items]    
Senior notes $ 400.0 $ 400.0
XML 51 R41.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Debt - Schedule of Debt and Capital Lease Obligations (Parenthetical) (Details)
3 Months Ended
Mar. 31, 2024
4.7% senior notes due 2025  
Debt Instrument [Line Items]  
Debt instrument, interest rate 4.70%
Debt instrument, maturity year 2025
3.95% senior notes due 2027  
Debt Instrument [Line Items]  
Debt instrument, interest rate 3.95%
Debt instrument, maturity year 2027
XML 52 R42.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Debt - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Apr. 25, 2023
Mar. 31, 2024
Dec. 31, 2017
Dec. 31, 2015
Dec. 31, 2023
Debt Instrument [Line Items]          
SOFR rate borrowings   0.125%      
Federal funds rate plus   0.50%      
Borrowings   $ 714.6     $ 699.4
Applicable interest period plus   0.10%      
Debt Instrument, Unused Borrowing Capacity, Description   Borrowings under the Facility bear interest for Secured Overnight Financing Rate ("SOFR") borrowings at (i) an Adjusted Term SOFR rate (subject to a 0.00% floor), where such “Adjusted Term SOFR” rate is equal to the Term SOFR rate for the applicable interest period plus 0.10%, plus the Applicable Margin or (ii) for base rate borrowings, the greatest of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) the Adjusted Term SOFR rate (subject to a 0.00% floor) for a one-month interest period plus 1.00%, in each case plus the Applicable Margin. The “Applicable Margin” initially was 1.125% for SOFR rate borrowings and 0.125% for base rate borrowings, and after September 30, 2023, can fluctuate, determined by reference to the more favorable to the Company of its (i) public debt rating and (ii) consolidated leverage ratio, as specified in the Credit Agreement. Up to $50 million of the Facility may be used for letters of credit. The Credit Agreement enables the Company, from time to time, to add term loans or to increase the revolving credit commitment in an aggregate amount not to exceed $500 million.      
Secured Overnight Financing Rate [Member]          
Debt Instrument [Line Items]          
One-month interest period   1.00%      
Maximum          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 2.5 $ 500.0      
Senior unsecured credit facility- revolving loan due 2021          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 750.0        
Senior unsecured credit facility- revolving loan due 2024          
Debt Instrument [Line Items]          
Letters of credit issued under credit facility   0.0      
Senior unsecured credit facility- revolving loan due 2024 | Facility Agreement Member          
Debt Instrument [Line Items]          
Borrowings   15.0      
Undrawn availability under credit facility   $ 735.0      
Weighted average interest rate   8.60%      
3.95% Senior unsecured notes due 2027          
Debt Instrument [Line Items]          
Face value     $ 400.0    
Debt instrument, interest rate     3.95%    
Debt instrument, maturity year     2027    
Increase in senior notes interest rate     0.25%    
Effective interest rate   4.00%      
3.95% Senior unsecured notes due 2027 | Treasury Lock | Interest Lock Agreement          
Debt Instrument [Line Items]          
Percentage of effective interest rate benefit   0.25%      
3.95% Senior unsecured notes due 2027 | Level 2          
Debt Instrument [Line Items]          
Fair value of senior unsecured notes   $ 381.3      
3.95% Senior unsecured notes due 2027 | Maximum          
Debt Instrument [Line Items]          
Debt instrument, interest rate     5.95%    
4.7% Senior unsecured notes due 2025          
Debt Instrument [Line Items]          
Face value       $ 300.0  
Debt instrument, interest rate       4.70%  
Debt instrument, maturity year       2025  
Increase in senior notes interest rate       0.25%  
4.7% Senior unsecured notes due 2025 | Maximum          
Debt Instrument [Line Items]          
Debt instrument, interest rate       6.70%  
Senior Unsecured Notes Four Point Nine Percent Due Two Thousand Twenty Five [Member]          
Debt Instrument [Line Items]          
Effective interest rate   4.90%      
Fair value of senior unsecured notes   $ 297.0      
Senior Unsecured Revolving Credit Facility Matures In April Two Thousand Twenty Eight [Member]          
Debt Instrument [Line Items]          
Maximum borrowing capacity   $ 50.0      
Debt instrument expiration period 2028-04        
XML 53 R43.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Derivative Financial Instruments - Additional Information (Details)
€ in Millions, $ in Millions
1 Months Ended 3 Months Ended
Nov. 30, 2020
USD ($)
Mar. 31, 2024
USD ($)
Item
Mar. 31, 2023
USD ($)
Nov. 30, 2020
EUR (€)
Dec. 31, 2017
Derivative [Line Items]          
Foreign currency unrealized gains expected to be reclassified into earnings over next twelve months   $ 0.6      
Foreign currency unrealized gains expected to be reclassified into earnings over next twelve months, taxes   0.2      
3.95% Senior unsecured notes due 2027          
Derivative [Line Items]          
Debt instrument, interest rate         3.95%
Proceeds from issue of senior notes in settlement of derivatives   $ 10.0      
3.95% Senior unsecured notes due 2027 | Maximum          
Derivative [Line Items]          
Debt instrument, interest rate         5.95%
Treasury Lock | Interest Lock Agreement | 3.95% Senior unsecured notes due 2027          
Derivative [Line Items]          
Percentage of reduction in effective interest rate on senior notes   0.25%      
Cross Currency And Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging          
Derivative [Line Items]          
Floating rate obligation $ 319.9     € 270  
Derivative amortization period 5 years        
Derivative fixed interest rate (as a percent) 0.30%     0.30%  
Derivative, additional fixed interest rate 1.115%     1.115%  
Derivative swaps, frequency of periodic payment semi-annually        
Derivative swaps, principal amortize at Nov. 15, 2021 $ 59.2     € 50  
Derivative swaps, principal amortize at Nov. 15, 2022 59.2     50  
Derivative swaps, principal amortize at Nov. 15, 2023 59.2     50  
Derivative swaps, principal amortize at Nov. 15, 2024 59.2     50  
Derivative swaps, principal amortize at Nov. 15, 2025 $ 82.9     € 70  
Foreign Currency Forward Exchange Contracts          
Derivative [Line Items]          
Number of credit contingency features | Item   0      
Foreign Currency Forward Exchange Contracts | Cash Flow Hedging          
Derivative [Line Items]          
Gains (losses) in other comprehensive income, effective portion   $ 7.1 $ 4.0    
Foreign Currency Forward Exchange Contracts | Designated as Hedging Instrument          
Derivative [Line Items]          
Notional amount   371.7 393.3    
Foreign Currency Forward Exchange Contracts | Designated as Hedging Instrument | Cash Flow Hedging          
Derivative [Line Items]          
Net gain (loss) recognized in gross margin   0.7 3.7    
Foreign Currency Forward Exchange Contracts | Not Designated as Hedging Instrument          
Derivative [Line Items]          
Foreign exchange net gains (losses) on derivative contracts not designated as hedges   1.6 $ 0.4    
Commodity Swap Agreements          
Derivative [Line Items]          
Notional amount   $ 19.4      
XML 54 R44.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Derivative Financial Instruments - Schedule of Change in Fair Value of Foreign Currency Forward Exchange Contracts Under Hedge Designations (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Derivative [Line Items]    
Beginning Balance $ 1,716.5 $ 1,554.2
Ending Balance 1,632.1 1,622.2
Designated as Hedging Instrument    
Derivative [Line Items]    
Beginning Balance [1] 5.7  
Ending Balance [1] 1.3  
Designated as Hedging Instrument | Foreign Currency Forward Exchange Contracts    
Derivative [Line Items]    
Beginning Balance 5.3 (10.5)
Losses reclassified to net sales 0.5 2.7
Increase (decrease) in fair value (5.3) 3.0
Ending Balance $ 0.5 $ (4.8)
[1] Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps
XML 55 R45.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Derivative Financial Instruments - Fair Value of Outstanding Derivative Financial Instruments (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Derivative [Line Items]    
Prepaid expenses and other current assets $ 47.8 $ 43.0
Current Liabilities 288.6 315.9
Derivative [Member]    
Derivative [Line Items]    
Prepaid expenses and other current assets 10.1 9.6
Other Assets 7.7 9.4
Current Liabilities 4.5 6.1
Non-Current Liabilities 1.0 0.2
Foreign Currency Forward Exchange Contracts | Derivative [Member]    
Derivative [Line Items]    
Prepaid expenses and other current assets 3.3 4.8
Other Assets 2.0 5.5
Current Liabilities 3.9 3.2
Non-Current Liabilities 0.7 0.0
Undesignated hedges | Derivative [Member]    
Derivative [Line Items]    
Prepaid expenses and other current assets 0.1 0.0
Other Assets 0.0 0.0
Current Liabilities 0.0 1.4
Non-Current Liabilities 0.0 0.0
Commodity Swaps | Derivative [Member]    
Derivative [Line Items]    
Prepaid expenses and other current assets 0.9 0.5
Other Assets 0.1 0.2
Current Liabilities 0.6 1.5
Non-Current Liabilities 0.3 0.2
Cross currency and interest rate swap | Derivative [Member]    
Derivative [Line Items]    
Prepaid expenses and other current assets 5.8 4.3
Other Assets 5.6 3.7
Current Liabilities 0.0 0.0
Non-Current Liabilities $ 0.0 $ 0.0
XML 56 R46.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Income Taxes - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax expense (benefit) $ (9.9) $ (11.7)
XML 57 R47.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Fair Value Measurements - Additional Information (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Item
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Number of counterparties, which experienced significant downgrades | Item 0
Level 1  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Assets $ 0
Liabilities $ 0
XML 58 R48.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Revenue - Additional Information (Details)
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue recognition, description of timing As our production cycle is typically nine months or less, it is expected that goods related to the revenue recognized over time will be shipped and billed within the next twelve months.
XML 59 R49.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Revenue - Schedule of Revenue by Market (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation Of Revenue [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax $ 472.3 $ 457.7
Commercial Aerospace    
Disaggregation Of Revenue [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax 299.3 284.5
Space & Defense    
Disaggregation Of Revenue [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax 139.1 126.2
Industrial    
Disaggregation Of Revenue [Line Items]    
Revenue from Contract with Customer, Excluding Assessed Tax $ 33.9 $ 47.0
XML 60 R50.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Revenue - Schedule of Activity Related to Contract Assets (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Change in Contract with Customer Asset [Line Items]  
Beginning Balance $ 25.1
Net revenue billed 6.0
Ending Balance 31.1
Composite Materials  
Change in Contract with Customer Asset [Line Items]  
Beginning Balance 8.3
Net revenue billed 1.6
Ending Balance 9.9
Engineered Products  
Change in Contract with Customer Asset [Line Items]  
Beginning Balance 16.8
Net revenue billed 4.4
Ending Balance $ 21.2
XML 61 R51.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Segment Information - Schedule of Operating Segment Reporting Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Segment Reporting Information [Line Items]    
Total sales $ 472.3 $ 457.7
Other operating expense 1.2 0.2
Operating income (loss) 52.9 62.8
Depreciation and amortization 31.0 30.7
Stock-based compensation 13.1 12.9
Accrual basis additions to capital expenditures 18.6 16.8
Intersegment Elimination    
Segment Reporting Information [Line Items]    
Total sales (23.6) (20.3)
Corporate & Other and Intersegment Elimination    
Segment Reporting Information [Line Items]    
Total sales (23.6) (20.3)
Other operating expense 0.0 0.0
Operating income (loss) (23.7) (22.4)
Depreciation and amortization
Stock-based compensation 9.2 9.0
Accrual basis additions to capital expenditures
Composite Materials    
Segment Reporting Information [Line Items]    
Total sales 379.5 378.2
Composite Materials | Intersegment Elimination    
Segment Reporting Information [Line Items]    
Total sales 23.3 19.3
Composite Materials | Operating Segments    
Segment Reporting Information [Line Items]    
Total sales 402.8 397.5
Other operating expense 0.8 0.2
Operating income (loss) 63.7 73.2
Depreciation and amortization 27.2 27.2
Stock-based compensation 3.1 3.1
Accrual basis additions to capital expenditures 16.7 13.1
Engineered Products    
Segment Reporting Information [Line Items]    
Total sales 92.8 79.5
Engineered Products | Intersegment Elimination    
Segment Reporting Information [Line Items]    
Total sales 0.3 1.0
Engineered Products | Operating Segments    
Segment Reporting Information [Line Items]    
Total sales 93.1 80.5
Other operating expense 0.4 0.0
Operating income (loss) 12.9 12.0
Depreciation and amortization 3.8 3.5
Stock-based compensation 0.8 0.8
Accrual basis additions to capital expenditures $ 1.9 $ 3.7
XML 62 R52.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Segment Information - Schedule of Goodwill and Intangible Assets by Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Changes in the carrying amount of gross goodwill and other purchased intangibles    
Goodwill and other intangible assets, net $ 248.7 $ 251.3
Balance at Period Beginning 251.3  
Amortization expense (1.6)  
Currency translation adjustments (1.0)  
Intangible Assets, Net (Including Goodwill), Total 248.7 $ 251.3
Balance at Period Ending 248.7  
Composite Materials    
Changes in the carrying amount of gross goodwill and other purchased intangibles    
Balance at Period Beginning 87.2  
Amortization expense (0.4)  
Currency translation adjustments (1.0)  
Balance at Period Ending 85.8  
Engineered Products    
Changes in the carrying amount of gross goodwill and other purchased intangibles    
Balance at Period Beginning 164.1  
Amortization expense (1.2)  
Currency translation adjustments 0.0  
Balance at Period Ending $ 162.9  
XML 63 R53.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Segment Information - Additional Information (Details)
$ in Millions
Mar. 31, 2024
USD ($)
Segment Reporting [Abstract]  
Goodwill $ 187.8
Intangible assets $ 60.9
XML 64 R54.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Accumulated Other Comprehensive Loss - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Accumulated Other Comprehensive Income Loss [Line Items]    
Beginning Balance $ 1,716.5 $ 1,554.2
Other comprehensive loss (14.9) 22.3
Ending Balance 1,632.1 1,622.2
Unrecognized Net Defined Benefit and Postretirement Plan Costs    
Accumulated Other Comprehensive Income Loss [Line Items]    
Beginning Balance 1.0  
Other comprehensive loss before reclassifications 0.0  
Amounts reclassified from accumulated other comprehensive loss (0.1)  
Other comprehensive loss (0.1)  
Ending Balance 0.9  
Change in Fair Value of Derivatives Products    
Accumulated Other Comprehensive Income Loss [Line Items]    
Beginning Balance [1] 5.7  
Other comprehensive loss before reclassifications (1.8)  
Amounts reclassified from accumulated other comprehensive loss (2.6)  
Other comprehensive loss [1] (4.4)  
Ending Balance [1] 1.3  
Foreign Currency Translation    
Accumulated Other Comprehensive Income Loss [Line Items]    
Beginning Balance (80.8)  
Other comprehensive loss before reclassifications (10.4)  
Amounts reclassified from accumulated other comprehensive loss 0.0  
Other comprehensive loss (10.4)  
Ending Balance (91.2)  
Accumulated Other Comprehensive Loss    
Accumulated Other Comprehensive Income Loss [Line Items]    
Beginning Balance (74.1) (174.4)
Other comprehensive loss before reclassifications (12.2)  
Amounts reclassified from accumulated other comprehensive loss (2.7)  
Other comprehensive loss (14.9) 22.3
Ending Balance $ (89.0) $ (152.1)
[1] Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps
XML 65 R55.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Accumulated Other Comprehensive Loss - Schedule of Unrecognized Net Defined Benefit and Postretirement Plan Costs (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Unrecognized Net Defined Plan Costs    
Accumulated Other Comprehensive Income Loss [Line Items]    
Defined Benefit and Postretirement Plan Costs $ (0.1) $ 0.5
Reclassification adjustment from AOCI on derivatives, net gains (losses) (0.1) 0.4
Change in Fair Value of Derivatives Products    
Accumulated Other Comprehensive Income Loss [Line Items]    
Reclassification adjustment from AOCI on unrecognized net defined benefit and postretirement plan costs, tax (3.2) 2.5
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) (2.6) 1.8
Change in Fair Value of Derivatives Products | Foreign Currency Forward Exchange Contracts    
Accumulated Other Comprehensive Income Loss [Line Items]    
Reclassification adjustment from AOCI on unrecognized net defined benefit and postretirement plan costs, tax 0.7 3.7
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) 0.4 2.7
Change in Fair Value of Derivatives Products | Commodity Swaps    
Accumulated Other Comprehensive Income Loss [Line Items]    
Reclassification adjustment from AOCI on unrecognized net defined benefit and postretirement plan costs, tax (0.3) 0.9
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) (0.3) 0.7
Change in Fair Value of Derivatives Products | Interest rate swaps    
Accumulated Other Comprehensive Income Loss [Line Items]    
Reclassification adjustment from AOCI on unrecognized net defined benefit and postretirement plan costs, tax (3.6) (2.1)
Reclassification adjustment from AOCI on derivatives, tax expense (benefit) $ (2.7) $ (1.6)
XML 66 R56.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Commitments and Contingencies - Additional Information (Details)
$ in Millions
1 Months Ended 3 Months Ended
Mar. 24, 2023
Entity
Dec. 16, 2022
USD ($)
Prp
Oct. 18, 2021
USD ($)
mi
Aug. 31, 2017
Entity
Mar. 31, 2016
USD ($)
mi
Mar. 31, 2024
USD ($)
Entity
mi
Dec. 31, 2023
USD ($)
Loss Contingencies [Line Items]              
Number of identified non governmental potentially responsible parties | Entity       120      
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration]           Employee-related Liabilities, Current  
Accrual for environmental loss contingencies           $ 0.6 $ 0.7
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration]           Other Liabilities, Noncurrent  
District Court Approval of Consent Decree [Member]              
Loss Contingencies [Line Items]              
Number of entities, in addition to Hexcel, who received a directive from the New Jersey Department of Environmental Protection | Prp   84          
New Jersey Requesting Court Approval for Settlement   $ 150.0          
Escrow Deposit   $ 150.0          
Lower Passaic River              
Loss Contingencies [Line Items]              
Number of entities, in addition to Hexcel, who received a directive from the New Jersey Department of Environmental Protection   83       48  
'Length of river to perform a Remedial Investigation/Feasibility Study (“RI/FS”) of environmental conditions | mi           17  
Lower Passaic River | Minimum              
Loss Contingencies [Line Items]              
Portion of the river for which Record of Decision setting forth the EPA's selected remedy (in miles) | mi         8    
Expected cost of capping and dredging of the lower eight miles of the river by EPA     $ 308.7   $ 970.0    
Lower Passaic River | Maximum              
Loss Contingencies [Line Items]              
Portion of the river for which Record of Decision setting forth the EPA's selected remedy (in miles) | mi     9        
Expected cost of capping and dredging of the lower eight miles of the river by EPA     $ 661.5   $ 2,070.0    
UAO              
Loss Contingencies [Line Items]              
Number of entities, in addition to Hexcel, who received a directive from the New Jersey Department of Environmental Protection | Entity 38            
XML 67 R57.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Commitments and Contingencies - Schedule of Product Warranty (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Changes in accrued product warranty cost  
Balance at the beginning of the period $ 2.8
Warranty expense 0.8
Deductions and other (0.3)
Balance at the end of the period $ 3.3
XML 68 R58.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Restructuring - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]      
Restructuring charge $ 1.2    
Anticipated future cash payments 1.9   $ 1.2
Other operating expense $ 1.2 $ 0.2  
XML 69 R59.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Restructuring - Schedule of Restructuring (Details)
$ in Millions
3 Months Ended
Mar. 31, 2024
USD ($)
Restructuring Cost and Reserve [Line Items]  
Beginning Balance $ 1.2
Restructuring Charge 1.2
FX Impact (0.1)
Cash Paid (0.4)
Non-Cash 0.0
Ending Balance 1.9
Employee termination  
Restructuring Cost and Reserve [Line Items]  
Beginning Balance 1.2
Restructuring Charge 1.2
FX Impact (0.1)
Cash Paid (0.4)
Non-Cash 0.0
Ending Balance $ 1.9
XML 70 R60.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Capital Stock (Additional Information) (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Feb. 19, 2024
Mar. 31, 2024
Mar. 31, 2023
Equity, Class of Treasury Stock [Line Items]      
Repurchase Of Common Stock   $ 100.7 $ 0.0
2018 Repurchase Plan      
Equity, Class of Treasury Stock [Line Items]      
Number of shares repurchased   1,397,755  
Average price per share   $ 71.54  
Cost Of Repurchase Of Common Stock   $ 100.7  
Additional repurchase shares of common stock value   386.4  
May 2018 Repurchase Plan Member      
Equity, Class of Treasury Stock [Line Items]      
Authorized amount to repurchase outstanding common stock   500.0  
Additional repurchase shares of common stock value $ 300.0 $ 86.4  
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