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

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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.

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.


	(Unaudited)						(Unaudited)
	June 30,			December 31,			June 30,			December 31,
(In millions)	2022			2021			2023			2022
Assets
Current assets:
Cash and cash equivalents	$	99.2		$	127.7		$	104.2		$	112.0
Accounts receivable, net		234.2			160.3			257.3			222.7
Inventories, net		271.5			245.7			360.9			319.3
Contract assets		30.1			30.5			27.2			32.0
Prepaid expenses and other current assets		44.3			39.5			51.0			38.9
Assets held for sale		12.6			12.6			9.5			9.5
Total current assets		691.9			616.3			810.1			734.4

Property, plant and equipment		3,045.4			3,110.0			3,163.0			3,087.9
Less accumulated depreciation		(1,375.1	)		(1,363.9	)		(1,482.8	)		(1,430.1	)
Net property, plant and equipment		1,670.3			1,746.1			1,680.2			1,657.8

Goodwill and other intangible assets, net		258.8			267.5			254.2			256.0
Investments in affiliated companies		46.1			44.6			50.1			47.6
Other assets		152.3			144.9			127.3			141.5
Total assets	$	2,819.4		$	2,819.4		$	2,921.9		$	2,837.3

Liabilities and Stockholders' Equity
Current liabilities:
Short-term borrowings	$	0.5		$	0.9		$	0.1		$	0.2
Accounts payable		103.4			113.2			117.5			155.5
Accrued compensation and benefits		71.3			54.4			61.6			69.6
Financial instruments		20.7			5.7			13.7			22.0
Accrued liabilities		75.3			73.4			83.2			82.5
Total current liabilities		271.2			247.6			276.1			329.8

Long-term debt		812.0			822.4			779.0			723.3
Retirement obligations		48.7			52.6			44.8			42.7
Deferred income taxes		128.6			140.0			117.5			126.4
Other non-current liabilities		78.6			71.3			38.4			60.9
Total liabilities		1,339.1			1,333.9			1,255.8			1,283.1
Stockholders' equity:
Common stock, $0.01 par value, 200.0 shares authorized, 110.3 shares and 110.1 shares issued at June 30, 2022 and December 31, 2021, respectively		1.1			1.1
Common stock, $0.01 par value, 200.0 shares authorized, 110.6 shares and 110.4 shares issued at June 30, 2023 and December 31, 2022, respectively								1.1			1.1
Additional paid-in capital		894.1			878.6			925.9			905.0
Retained earnings		2,058.0			2,012.5			2,169.2			2,104.9
Accumulated other comprehensive loss		(191.3	)		(126.5	)		(145.2	)		(174.4	)
		2,761.9			2,765.7			2,951.0			2,836.6
Less – Treasury stock, at cost, 26.2 shares at June 30, 2022 and 26.1 shares at December 31, 2021		(1,281.6	)		(1,280.2	)
Less – Treasury stock, at cost, 26.2 shares at June 30, 2023 and 26.2 shares at December 31, 2022								(1,284.9	)		(1,282.4	)
Total stockholders' equity		1,480.3			1,485.5			1,666.1			1,554.2
Total liabilities and stockholders' equity	$	2,819.4		$	2,819.4		$	2,921.9		$	2,837.3

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


Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Operations

	(Unaudited)						(Unaudited)						(Unaudited)					(Unaudited)
	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended June 30,					Six Months Ended June 30,
(In millions, except per share data)	2022			2021			2022			2021			2023		2022			2023		2022
Net sales	$	393.0		$	320.3		$	783.6		$	630.6		$	454.3	$	393.0		$	912.0	$	783.6
Cost of sales		303.5			258.4			607.4			515.6			343.5		303.5			673.5		607.4
Gross margin		89.5			61.9			176.2			115.0			110.8		89.5			238.5		176.2
Selling, general and administrative expenses		33.5			31.1			78.2			70.7			35.7		33.5			86.5		78.2
Research and technology expenses		11.3			11.5			22.2			23.1			13.3		11.3			27.2		22.2
Other operating (income) expense		(19.1	)		3.1			(18.1	)		15.2
Other operating expense (income)														0.5		(19.1	)		0.7		(18.1	)
Operating income		63.8			16.2			93.9			6.0			61.3		63.8			124.1		93.9
Interest expense, net		8.9			9.3			18.0			19.6			9.2		8.9			18.6		18.0
Other income		(0.3	)		-			(0.3	)		-			-		(0.3	)		-		(0.3	)
Income (loss) before income taxes, and equity in earnings from affiliated companies		55.2			6.9			76.2			(13.6	)
Income tax expense (benefit)		12.7			4.0			17.4			(3.5	)
Income (loss) before equity in earnings from affiliated companies		42.5			2.9			58.8			(10.1	)
Equity in earnings (losses) from affiliated companies		2.2			(0.7	)		3.7			(1.7	)
Net income (loss)	$	44.7		$	2.2		$	62.5		$	(11.8	)
Basic net income (loss) per common share	$	0.53		$	0.03		$	0.74		$	(0.14	)
Diluted net income (loss) per common share	$	0.53		$	0.03		$	0.74		$	(0.14	)
Income before income taxes, and equity in earnings from affiliated companies														52.1		55.2			105.5		76.2
Income tax expense														11.5		12.7			23.2		17.4
Income before equity in earnings from affiliated companies														40.6		42.5			82.3		58.8
Equity in earnings from affiliated companies														1.9		2.2			2.9		3.7
Net income													$	42.5	$	44.7		$	85.2	$	62.5
Basic net income per common share													$	0.50	$	0.53		$	1.01	$	0.74
Diluted net income per common share													$	0.50	$	0.53		$	1.00	$	0.74
Weighted-average common shares:
Basic		84.4			84.1			84.3			84.0			84.7		84.4			84.6		84.3
Diluted		85.0			84.7			84.9			84.0			85.6		85.0			85.5		84.9

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


	(Unaudited)						(Unaudited)
	Six Months Ended June 30,						Six Months Ended June 30,
(In millions)	2022			2021			2023			2022
Cash flows from operating activities
Net income (loss)	$	62.5		$	(11.8	)
Reconciliation to net cash used by operating activities:
Net income							$	85.2		$	62.5
Reconciliation to net cash provided by operating activities:
Depreciation and amortization		63.9			68.7			61.7			63.9
Amortization related to financing		0.4			2.1			0.4			0.4
Deferred income taxes		(4.1	)		(10.7	)		(6.7	)		(4.1	)
Equity in (earnings) losses from affiliated companies		(3.7	)		1.7
Equity in earnings from affiliated companies								(2.9	)		(3.7	)
Stock-based compensation		12.8			13.3			15.7			12.8
Merger and restructuring expenses, net of payments		(6.0	)		(2.5	)
Restructuring expenses, net of payments								(3.6	)		(6.0	)
Impairment of assets								1.7			-
Gain on sale of asset		(19.4	)		-			-			(19.4	)
Gain on sale of investment		(0.3	)		-			-			(0.3	)
Changes in assets and liabilities:
Increase in accounts receivable		(74.5	)		(45.9	)		(33.9	)		(74.5	)
Increase in inventories		(38.9	)		(21.8	)		(36.8	)		(38.9	)
Increase in prepaid expenses and other current assets		(10.1	)		(2.6	)		(7.3	)		(10.1	)
Increase in accounts payable/accrued liabilities		28.4			50.7
(Decrease) increase in accounts payable/accrued liabilities								(35.9	)		28.4
Other – net		7.3			(2.3	)		(7.5	)		7.3
Net cash provided by operating activities		18.3			38.9			30.1			18.3

Cash flows from investing activities
Capital expenditures		(37.9	)		(9.2	)		(74.8	)		(37.9	)
Proceeds from sale of asset		21.2			-			-			21.2
Proceeds from sale of investments		0.5			-			2.5			0.5
Net cash used for investing activities		(16.2	)		(9.2	)		(72.3	)		(16.2	)

Cash flows from financing activities
Borrowing from senior unsecured credit facility - 2028								98.0			-
Repayment of senior unsecured credit facility - 2028								(18.0	)		-
Borrowing from senior unsecured credit facility - 2024		35.0			-			65.0			35.0
Repayment of senior unsecured credit facility - 2024		(46.0	)		(21.0	)		(90.0	)		(46.0	)
Issuance costs related to senior unsecured credit facilities								(2.5	)		-
Repayment of finance lease obligation and other debt, net		(0.2	)		(0.4	)		(0.1	)		(0.2	)
Dividends paid		(16.8	)		-			(21.1	)		(16.8	)
Activity under stock plans		1.4			4.8			2.7			1.4
Net cash used for financing activities		(26.6	)		(16.6	)
Net cash provided by (used for) financing activities								34.0			(26.6	)
Effect of exchange rate changes on cash and cash equivalents		(4.0	)		(1.1	)		0.4			(4.0	)
Net (decrease) increase in cash and cash equivalents		(28.5	)		12.0
Net decrease in cash and cash equivalents								(7.8	)		(28.5	)
Cash and cash equivalents at beginning of period		127.7			103.3			112.0			127.7
Cash and cash equivalents at end of period	$	99.2		$	115.3		$	104.2		$	99.2
Supplemental data:
Accrual basis additions to plant, property and equipment	$	28.3		$	7.8		$	70.5		$	28.3

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

For the Quarter and Six Months ended June 30, ~~2022,~~2023, and June 30, ~~2021~~2022

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

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, ~~2021~~2022 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, ~~2021~~2022 was derived from the audited ~~2021~~2022 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 ~~2021~~2022 Annual Report on Form 10-K.

Investments in Affiliated Companies

We have a 50% equity investment in Aerospace Composites Malaysia Sdn. Bhd. This investment is accounted for using the equity method of accounting.

Assets Held for Sale

In November 2020, we closed our wind energy prepreg production facility in Windsor, ~~Colorado and as a result, certain~~Colorado. The plant assets to be sold ~~with a carrying value of approximately $12.6~~ ~~million have been~~were recorded in “Assets held for sale” in the ~~Condensed~~ Consolidated Balance Sheets ~~as of~~at both June 30, ~~2022~~2023 and December 31, ~~2021. The sale of these assets is expected to occur during~~ 2022.

~~During the first quarter of 2022,~~On July 10, 2023, we ~~entered into an agreement to sell our Dublin, California facility. The sale of the facility closed during the second quarter of 2022, and we received approximately $21.2~~ ~~million in net proceeds from the sale and recorded a gain on the sale of approximately $19.4~~ ~~million which is included in other operating (income) expense in the Condensed Consolidated Statement of Operations. As a result of~~finalized the sale of the ~~building, the Company~~Windsor facility for approximately $11 million. The sale will be ~~relocating certain~~recorded in the third quarter of ~~its Dublin-based research, technology~~2023 and ~~laboratory support personnel and equipment to a newly constructed facility~~will be reflected in ~~Salt Lake City, Utah.~~the Company's financial statements for the quarter ended September 30, 2023.

Note 2 — Net Income ~~(Loss)~~ Per Common Share


	Quarter Ended June 30,				Six Months Ended June 30,					Quarter Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2022		2021		2022		2021			2023		2022		2023		2022
Basic net income (loss) per common share:
Net income (loss)	$	44.7	$	2.2	$	62.5	$	(11.8	)
Basic net income per common share:
Net income										$	42.5	$	44.7	$	85.2	$	62.5
Weighted average common shares outstanding		84.4		84.1		84.3		84.0			84.7		84.4		84.6		84.3

Basic net income (loss) per common share	$	0.53	$	0.03	$	0.74	$	(0.14	)
Basic net income per common share										$	0.50	$	0.53	$	1.01	$	0.74

Diluted net income (loss) per common share:
Net income (loss)	$	44.7	$	2.2		62.5		(11.8	)
Diluted net income per common share:
Net income										$	42.5	$	44.7		85.2		62.5

Weighted average common shares outstanding — Basic		84.4		84.1		84.3		84.0			84.7		84.4		84.6		84.3
Plus incremental shares from assumed conversions:
Restricted stock units		0.4		0.3		0.4		0			0.5		0.4		0.5		0.4
Stock options		0.2		0.3		0.2		0			0.4		0.2		0.4		0.2
Weighted average common shares outstanding — Dilutive		85.0		84.7		84.9		84.0			85.6		85.0		85.5		84.9

Diluted net income (loss) per common share	$	0.53	$	0.03	$	0.74	$	(0.14	)
Diluted net income per common share										$	0.50	$	0.53	$	1.00	$	0.74

Total common stock equivalents of 0.2 million and 0.6 million were excluded from the computation of diluted net income per share for the quarters ended June 30, 2023 and 2022, respectively, because to do so would have been anti-dilutive. Total common

stock equivalents of 0.3 million and 0.7 million were excluded from the computation of diluted net income ~~(loss) per share~~ ~~for the quarter ended June 30, 2022 and 2021, respectively, because to do so would have been anti-dilutive. Total common stock equivalents of~~ ~~0.7~~ ~~million and~~ ~~1.1~~ ~~million were~~ ~~excluded from the computation of diluted net income (loss)~~ per share for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, because to do so would have been anti-dilutive.

Note 3 — Inventories



(In millions)	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Raw materials	$	133.8	$	113.7	$	166.4	$	153.3
Work in progress		38.2		41.0	$	53.1		42.8
Finished goods		99.5		91.0	$	141.4		123.2
Total Inventory	$	271.5	$	245.7	$	360.9	$	319.3


(In millions)	June 30, 2023		December 31, 2022
Amounts recognized on the balance sheet for European defined benefit retirement plans:
Other assets	$	6.3	$	5.6

Accrued liabilities		1.3		0.1
Other non-current liabilities		13.0		12.1
Total accrued benefit	$	14.4	$	12.2

All costs related to our pensions are included as a component of operating income in our Condensed Consolidated Statements of Operations. For the ~~quarter~~quarters ended June 30, ~~2022~~2023 and ~~2021,~~2022, amounts unrelated to service costs were a charge of $~~0.9~~1.0 million and $~~0.1~~0.9 million, respectively. For the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, amounts unrelated to service costs were a charge of $~~1.9~~2.0 million and $~~0.3~~1.9 million, respectively.

We generally fund our U.S. non-qualified defined benefit retirement plans when benefit payments are incurred. We contributed approximately $~~0.3~~0.4 million in the first six months of ~~2022~~2023 to cover unfunded benefits. We expect to contribute a total of $~~3.2~~1.5 million in ~~2022~~2023 to cover unfunded benefits.

~~We contributed $0.3million and $2.2~~ ~~million~~Contributions to our European defined benefit retirement plans during the six months ended June 30, 2023 and 2022 ~~and 2021, respectively.~~were not material. We plan to contribute approximately $~~0.5~~0.7 million during ~~2022~~2023 to our European plans. .

We recorded $0.5 million ~~and $0.2~~ ~~million~~ of net amortization gain deferral for both the six months ended June 30, ~~2022~~2023 and ~~2021, respectively.~~2022. Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were immaterial.


(In millions)	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Amounts recognized on the balance sheet:
Accrued liabilities	$	0.3	$	0.3	$	0.2	$	0.2
Other non-current liabilities	1.5			1.5		1.0		1.0
Total accrued benefit	$	1.8	$	1.8	$	1.2	$	1.2

Amounts contributed in connection with our postretirement plans were immaterial for both the six months ended June 30, ~~2022~~2023 and ~~2021.~~2022. We periodically fund our postretirement plans to pay covered expenses as they are incurred. We expect to contribute less than $~~0.3~~0.2 million in ~~2022~~2023 to cover unfunded benefits.

Note 5 –– Debt


(In millions)	June 30, 2022			December 31, 2021			June 30, 2023			December 31, 2022
Current portion of finance lease	$	0.5		$	0.9		$	0.1		$	0.2
Current portion of debt		0.5			0.9			0.1			0.2
Senior unsecured credit facility		114.0			125.0			80.0			25.0
4.7% senior notes --- due 2025		300.0			300.0			300.0			300.0
3.95% senior notes --- due 2027		400.0			400.0			400.0			400.0
Senior notes --- original issue discount		(1.1	)		(1.2	)		(0.8	)		(0.9	)
Senior notes --- deferred financing costs		(2.5	)		(2.9	)		(1.9	)		(2.2	)
Non-current portion of finance lease and other debt		1.6			1.5			1.7			1.4
Long-term debt		812.0			822.4			779.0			723.3
Total debt	$	812.5		$	823.3		$	779.1		$	723.5

~~In June 2019,~~On April 25, 2023, the Company ~~refinanced~~entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured revolving credit facility (the “Facility”)~~, increasing~~. Under the terms of the Credit Agreement the borrowing capacity ~~from $700~~ ~~million to $~~1 ~~billion. The Facility matures in~~ ~~June 2024~~. ~~The interest rate ranges from~~ ~~LIBOR +~~ ~~0.875~~% ~~to a maximum of~~ ~~LIBOR +~~ ~~1.50~~%~~, depending upon the better of the Company’s leverage ratio or the credit rating.~~ ~~The Facility agreement contains~~

financial and other covenants, including, but not limited to customary restrictions on the incurrence of debt by our subsidiaries and the granting of liens, as well as the maintenance of an interest coverage ratio and a leverage ratio.

~~In September 2020, we amended the Facility to allow for relief from certain terms, including adjusting the maximum leverage ratio covenant for a defined period.~~ On January 28, 2021, we further amended the Facility agreement (the “Second Amendment”) to provide that, from January 28, 2021 through and including March 31, 2022, we would not be subject to a maximum leverage ratio covenant but instead be required to maintain Liquidity (as defined in the Facility agreement) of at least $~~250~~ million. Additionally, during such period, the Company was subject to limitations on share repurchases, cash dividends, and its ability to incur secured debt, in each case subject to certain exceptions; the applicable margin and commitment fees would be increased; the incremental facility would not be available; and if the Company’s public debt rating was downgraded to (i) BB or lower by Standard & Poor’s and (ii) Ba2 or lower by Moody’s, we would be required to grant liens on certain of our assets, which liens would be released upon the Company’s public debt rating being upgraded to BB+ or higher by Standard & Poor’s or Ba1 or higher by Moody’s. The Company’s public debt rating as of June 30, 2022 is BB+/Baa3. In addition, the Second Amendment provided that the Company would not be subject to an interest coverage ratio covenant until the test period ending December 31, 2021 and revolving commitments under the Facility were reduced from $1 ~~billion to $750~~ ~~million.~~As of June 30, 2022, we were in compliance with all debt covenants. As of April 1, 2022, the original terms and conditions to the Facility agreement were reinstated except that the amount of the lender's commitment will remain at $750 million. ~~Share repurchases~~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 will be amortized over the life of the Facility.

Borrowings under the Facility will bear interest, at the Company’s option, 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 is 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.

The Credit Agreement contains customary covenants that place restrictions on, among other things, the incurrence of debt by any subsidiaries of the Company, granting of liens and sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole. The Credit Agreement also contains financial covenants that ~~had been~~require the Company to maintain a minimum interest coverage ratio and a maximum consolidated net leverage ratio. As of June 30, 2023, the Company was in ~~effect per the Second Amendment expired on March 31, 2022.~~compliance with all debt covenants.

As of June 30, ~~2022,~~2023, total borrowings under the Facility were $~~114~~80 million, which ~~approximates~~approximated fair value. ~~The Facility agreement permits us to issue letters of credit up to an aggregate amount of $~~50 ~~million.~~ Outstanding letters of credit reduce the amount available for borrowing under the Facility. As of June 30, ~~2022,~~2023, there were 0no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $~~636~~670 million. The weighted average interest rate for the Facility was~~4.2~~6.0% for the six months ended June 30, ~~2022.~~2023.

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 0.25% each time a credit rating applicable to the notes is downgraded. Conversely, such increases would be reversed should the credit rating be subsequently upgraded. The maximum rate is 5.95%. The effective interest rate for the six months ended June 30, ~~2022~~2023 was ~~4.11~~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 $~~375.6~~377.8 million at June 30, ~~2022.~~2023.

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. Conversely, such increases would be reversed should the credit rating be subsequently upgraded. The maximum rate is 6.7%. The effective interest rate for the six months ended June 30, ~~2022~~2023 was ~~5.07~~4.9%. Based on quoted prices, the fair value of the senior unsecured notes due in 2025 was $~~293.9~~293.3 million at June 30, ~~2022.~~2023.

Note 6 — Derivative Financial Instruments

Interest Rate Swap and Interest Lock Agreements

At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had 0no interest rate swap agreements outstanding.

The Company had treasury lock agreements, designated as cash flow hedges, to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our ~~3.95% Senior Unsecured Notes. These hedges were designated as cash flow hedges for hedge accounting purposes thus any change in fair value was recorded as a component of other comprehensive (loss) income.~~senior unsecured notes. As part of the issuance of our ~~3.95% Senior Unsecured Notes,~~senior notes, we net settled these derivatives for $10 million in ~~cash. As a result of settling these derivatives~~cash and the ~~previously~~ deferred gains recorded in other comprehensive income (loss) ~~income~~ will be released to interest expense over the life of the ~~3.95% Senior Unsecured Notes.~~senior notes. The effect of these settled treasury locks ~~reduced~~reduces the effective interest rate on ~~these~~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 is 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 rates 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 ~~plus~~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. ~~The carrying value of the derivative at June 30, 2022 is a~~

~~current asset of $8.1~~ ~~million and a long-term asset of $15.8~~ ~~million. The carrying value of the derivative at December 31, 2021 was a current asset of $4.0~~ ~~million and a long-term asset of $3.4~~ ~~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 December ~~2024.~~2025. The aggregate notional amount of these contracts was $~~434.5~~433.9 million and $~~316.4~~503.3 million at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, 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, gains of $4.3 million and $8.3 million were recorded in other comprehensive income (loss) for the quarter and six months ended June 30, 2023, respectively, and losses of $21.6 million and $28.4 million were recorded ~~in other comprehensive (loss) income~~ for the quarter and six months ended June 30, 2022, ~~respectively, and gains~~respectively. We

~~of $1.5~~ ~~million and losses of $3.9~~ ~~million were recorded for the quarter and six months ended June 30, 2021, respectively. We classified $0.2~~ ~~million of the carrying amount of these contracts as assets ($0.1~~ ~~million of which was recorded in prepaid expenses and other current assets) and $29.2~~ ~~million as liabilities ($10.8~~ ~~million of which is recorded in non-current liabilities) on the Condensed Consolidated Balance Sheets at June 30, 2022, and $1.9~~ ~~million of the carrying amount of these contracts was classified in assets ($1.7~~ ~~million of which was recorded in prepaid expenses and other current assets) and $6.8~~ ~~million as liabilities (less than $3.9~~ ~~million of which is in other non-current liabilities) at December 31, 2021. We~~ recognized losses of $~~3.6~~2.6 million and $~~4.3~~6.3 million in gross margin during the quarter and six months ended June 30, ~~2022,~~2023, respectively, and ~~gains~~losses of $~~1.9~~3.6 million and $~~3.3~~4.3 million for the quarter and six months ended June 30, ~~2021,~~2022, 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 0no credit contingency features in these derivatives. During the quarter and six months ended June 30, ~~2022,~~2023, we recognized net foreign exchange losses of $~~0.8~~0.1 million and gains of $~~1.0~~0.3 million, respectively, in the Condensed Consolidated Statements of Operations. During the quarter and six months ended June 30, ~~2021,~~2023, we recognized net foreign exchange ~~gains~~ lossesof $~~0.5~~0.8 million and ~~losses of~~ $~~1.1~~1.0 million, respectively. The net foreign exchange impact recognized from these hedges offset the translation exposure of these transactions.~~The carrying amount of the contracts for derivatives not designated as hedging instruments was $0.2~~ ~~million classified~~ ~~in current assets~~ ~~at June 30, 2022, and~~ $~~0.2~~ ~~million classified in current liabilitieson our~~ ~~Condensed Consolidated Balance Sheet~~ ~~at December 31, 2021.~~

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive income (loss) ~~income~~ for the quarters and six months ended June 30, ~~2022~~2023 and June 30, ~~2021~~2022 was as follows:

Quarter Ended June 30,

Six Months Ended June 30,

(In millions)

2022

2021

2022

2021

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

$
(8.0
)

$
5.6

$
(3.5
)

$
10.6

Losses (gains) reclassified to net sales

2.8

(1.5
)

3.1

(2.5
)
Decrease in fair value

(16.5
)

1.2

(21.3
)

(2.8
)
Unrealized (losses) gains at end of period, net of tax

$
(21.7
)

$
5.3

$
(21.7
)

$
5.3


	Quarter Ended June 30,						Six Months Ended June 30,
(In millions)	2023			2022			2023			2022
Unrealized losses at beginning of period, net of tax	$	(4.8	)	$	(8.0	)	$	(10.5	)	$	(3.5	)
Losses reclassified to net sales		2.0			2.8			4.7			3.1
Increase (decrease) in fair value		3.2			(16.5	)		6.2			(21.3	)
Unrealized gains (losses) at end of period, net of tax	$	0.4		$	(21.7	)	$	0.4		$	(21.7	)

Unrealized gains of $~~18.4~~3.3 million recorded in accumulated other comprehensive loss, less taxes of $~~4.4~~0.9 million, as of June 30, ~~2022,~~2023, are expected to be reclassified into earnings over the next twelve months as the hedged sales are recorded.

Commodity Swap Agreements

On occasion we enter into commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of June 30, ~~2022,~~2023, we had commodity swap agreements with a notional value of $~~23.4~~18.4 million. The swaps mature monthly through June ~~2024.~~2025. 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~~values of ~~the commodity swap agreements was an asset~~outstanding derivative financial instruments as of $~~0.2~~ ~~million~~ ($~~0.2million of which was recorded in prepaid expenses and other current assets) and a liability of $3.1~~ ~~million~~ ($~~0.9~~ ~~million of which was recorded in other non-current liabilities) at~~ June 30, ~~2022,~~2023 and ~~an asset of $0.9~~ ~~million ($0.9~~ ~~million of which was recorded in prepaid expenses and other current assets) and a liability of $2.3~~ ~~million ($0.8~~ ~~million of which was recorded in other non-current liabilities) at~~ December 31, ~~2021.~~2022 were as follows:


	Prepaid and Other Current Assets				Other Assets				Current Liabilities				Non-Current Liabilities
(In millions)	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Derivative Products
Foreign currency forward exchange contracts	$	3.7	$	1.9	$	4.8	$	3.4	$	7.0	$	14.1	$	0.9	$	5.3
Undesignated hedges		-		-		-		-		0.8		0.7		-		-
Commodity swaps		0.1		0.5		-		-		5.9		7.2		0.8		1.4
Cross currency and interest rate swap		5.6		6.2		8.0		10.1		-		-		-		-
Total Derivative Products	$	9.4	$	8.6	$	12.8	$	13.5	$	13.7	$	22.0	$	1.7	$	6.7

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 0no assets or liabilities that utilize Level 1 inputs. However, we have derivative instruments classified as liabilities and assets which utilize Level 2 inputs, and 1one liability that utilizes Level 3 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). ~~The~~For further information on the fair value of ~~these assets and liabilities was $24.4~~ ~~million and $32.3~~ ~~million, respectively, at June 30, 2022 and~~ $~~10.2~~ ~~million and $9.3~~ ~~million, respectively, at~~ ~~December 31, 2021.~~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. ~~The fair value of the assets were $23.9million, at June 30, 2022 and the fair value of the assets were $7.4~~ ~~million, at December 31, 2021.~~

•

Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date. ~~Fair value of assets and liabilities at June 30, 2022 was $0.2million and $29.2~~ ~~million, respectively.~~ ~~The fair value of assets and liabilities at December 31, 2021 was $1.9~~ ~~million and $7.0~~ ~~million, respectively.~~

•

Commodity swap agreements — valued using quoted forward commodity prices at the reporting date. ~~Fair value of the assets and liabilities at June 30, 2022 was $0.2~~ ~~million and $3.1~~ ~~million, respectively. The fair value of the assets and liabilities at December 31, 2021 was $0.9~~ ~~million and $2.3~~ ~~million, respectively.~~

Counterparties to the above contracts are highly rated financial institutions, ~~NaN~~none of which experienced any significant downgrades in the ~~three months~~quarter ended June 30, ~~2022~~2023 that would reduce the receivable amount owed, if any, to the Company.

~~Liabilities classified as Level 3 — At June 30, 2022 we had a liability for $0.4~~ million, which represented contingent consideration that was recognized in connection with the Company’s Oxford Performance Materials, Inc. acquisition. This amount was estimated based on certain contractual stipulations which require payments to be made to the seller in the future based upon the achievement of certain results. We used forecasted results which were discounted using an internally derived discount rate. Future amounts payable may differ from this estimate by the difference between the actual and forecasted results.

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 quarters and six months ended June 30, ~~2022~~2023 and ~~2021:~~2022:


	Quarter Ended June 30,				Six Months Ended June 30,				Quarter Ended June 30,				Six Months Ended June 30,
(In millions)	2022		2021		2022		2021		2023		2022		2023		2022
Consolidated Net Sales	$	393.0	$	320.3	$	783.6	$	630.6	$	454.3	$	393.0	$	912.0	$	783.6
Commercial Aerospace		227.6		153.7		446.5		301.3		264.3		227.6		548.8		446.5
Space & Defense		111.9		106.9		230.1		218.6		137.5		111.9		263.7		230.1
Industrial		53.5		59.7		107.0		110.7		52.5		53.5		99.5		107.0

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 six months ended June 30, ~~2022~~2023 was as follows:


(In millions)	Composite Material		Engineered Products			Total			Composite Material			Engineered Products			Total
Balance at December 31, 2021	$	6.8	$	23.7		$	30.5
Balance at December 31, 2022									$	9.1		$	22.9		$	32.0
Net revenue billed		0.6		1.4			2.0			(2.5	)		(0.9	)		(3.4	)
Balance at March 31, 2022		7.4		25.1			32.5
Balance at March 31, 2023										6.6			22.0			28.6
Net revenue billed	$	0.2	$	(2.6	)		(2.4	)	$	0.4		$	(1.8	)		(1.4	)
Balance at June 30, 2022	$	7.6	$	22.5		$	30.1
Balance at June 30, 2023									$	7.0		$	20.2		$	27.2

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.

1314

Financial information for our operating segments for the quarters and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 were as follows:

(Unaudited)

Composite

Engineered

Corporate &

(In millions)

Materials

Products

Other (a)

Total

Quarter Ended June 30, 2022

Net sales to external customers

$
318.1

$
74.9

$
—

$
393.0

Intersegment sales

18.5

1.0

(19.5
)

—

Total sales

$
336.6

$
75.9

$
(19.5
)

$
393.0

Other operating (income) expense

0.3

0

(19.4
)

(19.1
)
Operating income

47.2

9.1

7.5

63.8

Depreciation and amortization

28.1

3.5

0.1

31.7

Stock-based compensation

0.9

0.3

1.2

2.4

Accrual basis additions to capital expenditures

14.5

2.7

0

17.2

Quarter Ended June 30, 2021

Net sales to external customers

$
240.9

$
79.4

$
—

$
320.3

Intersegment sales

14.6

0.8

(15.4
)

—

Total sales

$
255.5

$
80.2

$
(15.4
)

$
320.3

Other operating (income) expense

2.8

0.2

0.1

3.1

Operating income

24.5

5.9

(14.2
)

16.2

Depreciation and amortization

30.5

3.6

0.1

34.2

Stock-based compensation

0.8

0.1

3.4

4.3

Accrual basis additions to capital expenditures

3.4

0.4

0

3.8

Six Months Ended June 30, 2022

Net sales to external customers

$
631.9

$
151.7

$
—

$
783.6

Intersegment sales

35.0

1.3

(36.3
)

—

Total sales

$
666.9

$
153.0

$
(36.3
)

$
783.6

Other operating (income) expense

1.2

0.1

(19.4
)

(18.1
)
Operating income

89.8

19.7

(15.6
)

93.9

Depreciation and amortization

56.7

7.1

0.1

63.9

Stock-based compensation

3.5

1.0

8.3

12.8

Accrual basis additions to capital expenditures

24.6

3.7

0

28.3

Six Months Ended June 30, 2021

Net sales to external customers

$
478.1

$
152.5

$
—

$
630.6

Intersegment sales

27.8

1.4

(29.2
)

—

Total sales

$
505.9

$
153.9

$
(29.2
)

$
630.6

Other operating (income) expense

15.5

(0.5
)

0.2

15.2

Operating income

31.9

10.6

(36.5
)

6.0

Depreciation and amortization

61.3

7.3

0.1

68.7

Stock-based compensation

1.4

0.3

11.6

13.3

Accrual basis additions to capital expenditures

7.0

0.8

0

7.8


	(Unaudited)
	Composite		Engineered		Corporate &
(In millions)	Materials		Products		Other (a)			Total
Quarter Ended June 30, 2023
Net sales to external customers	$	378.5	$	75.8	$	—		$	454.3
Intersegment sales		18.5		0.5		(19.0	)		—
Total sales	$	397.0	$	76.3	$	(19.0	)	$	454.3
Other operating expense		0.3		0.2		—			0.5
Operating income (loss)		64.2		6.8		(9.7	)		61.3
Depreciation and amortization		27.5		3.5		—			31.0
Stock-based compensation		1.1		0.3		1.4			2.8
Accrual basis additions to capital expenditures		12.9		40.8		—			53.7

Quarter Ended June 30, 2022
Net sales to external customers	$	318.1	$	74.9	$	—		$	393.0
Intersegment sales		18.5		1.0		(19.5	)		—
Total sales	$	336.6	$	75.9	$	(19.5	)	$	393.0
Other operating expense (income)		0.3		—		(19.4	)		(19.1	)
Operating income		47.2		9.1		7.5			63.8
Depreciation and amortization		28.1		3.5		0.1			31.7
Stock-based compensation		0.9		0.3		1.2			2.4
Accrual basis additions to capital expenditures		14.5		2.7		—			17.2

Six Months Ended June 30, 2023
Net sales to external customers	$	756.7	$	155.3	$	—		$	912.0
Intersegment sales		37.8		1.5		(39.3	)		—
Total sales	$	794.5	$	156.8	$	(39.3	)	$	912.0
Other operating expense		0.5		0.2		—			0.7
Operating income (loss)		137.4		18.8		(32.1	)		124.1
Depreciation and amortization		54.7		7.0		—			61.7
Stock-based compensation		4.2		1.1		10.4			15.7
Accrual basis additions to capital expenditures		26.0		44.5		—			70.5

Six Months Ended June 30, 2022
Net sales to external customers	$	631.9	$	151.7	$	—		$	783.6
Intersegment sales		35.0		1.3		(36.3	)		—
Total sales	$	666.9	$	153.0	$	(36.3	)	$	783.6
Other operating expense (income)		1.2		0.1		(19.4	)		(18.1	)
Operating income (loss)		89.8		19.7		(15.6	)		93.9
Depreciation and amortization		56.7		7.1		0.1			63.9
Stock-based compensation		3.5		1.0		8.3			12.8
Accrual basis additions to capital expenditures		24.6		3.7		—			28.3

(a)

We do not allocate corporate expenses to the operating segments.


Goodwill and Intangible Assets	Composite			Engineered						Composite			Engineered
(In millions)	Materials			Products			Total			Materials			Products			Total
Balance at December 31, 2021	$	93.4		$	174.1		$	267.5
Balance at December 31, 2022										$	86.9		$	169.1		$	256.0
Amortization expense		(0.5	)		(1.3	)		(1.8	)		(0.5	)		(1.3	)		(1.8	)
Currency translation adjustments		(5.7	)		(1.2	)		(6.9	)		1.2			(1.2	)		—
Balance at June 30, 2022	$	87.2		$	171.6		$	258.8
Balance at June 30, 2023										$	87.6		$	166.6		$	254.2

At June 30, ~~2022,~~2023, the balance of goodwill and intangible assets was $~~186.5~~188.3 million and $~~72.3~~65.9 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 June 30, ~~2022~~2023 and December 31, ~~2021~~2022 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, 2021

$
(61.7
)

$
(3.1
)

$
(61.7
)

$
(126.5
)
Other comprehensive income (loss) before reclassifications

6.9

(20.4
)

(50.5
)

(64.0
)
Amounts reclassified from accumulated other comprehensive
loss

0.8

(1.6
)

—

(0.8
)
Other comprehensive income (loss)

7.7

(22.0
)

(50.5
)

(64.8
)
Balance at June 30, 2022

$
(54.0
)

$
(25.1
)

$
(112.2
)

$
(191.3
)


(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, 2022	$	(49.1	)	$	(15.4	)	$	(109.9	)	$	(174.4	)
Other comprehensive (loss) income before reclassifications		(1.8	)		7.8			18.1			24.1
Amounts reclassified from accumulated other comprehensive loss		0.8			4.3		—				5.1
Other comprehensive (loss) income		(1.0	)		12.1			18.1			29.2
Balance at June 30, 2023	$	(50.1	)	$	(3.3	)	$	(91.8	)	$	(145.2	)

(1)

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

The amount 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 ~~income (loss)~~loss for the ~~quarter~~quarters and six months ended June 30, 2023 and 2022 were as follows:


	Quarter Ended June 30, 2022						Six Months Ended June 30, 2022						Quarter Ended June 30, 2023						Quarter Ended June 30, 2022						Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
(In millions)	Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax (gain) loss			Net of tax (gain) loss
Defined Benefit and Postretirement Plan Costs	$	0.6		$	0.5		$	1.1		$	0.8		$	0.5		$	0.4		$	0.6		$	0.5		$	1.0		$	0.8		$	1.1		$	0.8

Derivative Products
Foreign currency forward exchange contracts		3.6			2.7			4.3			3.1			2.6			1.9			3.6			2.7			6.3			4.6			4.3			3.1
Commodity swaps		(0.3	)		(0.2	)		(1.1	)		(0.8	)		1.8			1.4			(0.3	)		(0.2	)		2.7			2.1			(1.1	)		(0.8	)
Interest rate swaps		2.5			1.9			(5.0	)		(3.9	)		(1.1	)		(0.8	)		2.5			1.9			(3.2	)		(2.4	)		(5.0	)		(3.9	)
Total Derivative Products	$	5.8		$	4.4		$	(1.8	)	$	(1.6	)	$	3.3		$	2.5		$	5.8		$	4.4		$	5.8		$	4.3		$	(1.8	)	$	(1.6	)

Note 11 — ~~Commitments~~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 8eight miles of the Lower Passaic River at an expected cost ranging from $0.97 billion to $2.07 billion. ~~This estimate did not include any costs related to a future remedy for the upper~~ 9 ~~miles of the Lower Passaic River.~~ 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 9nine 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 8eight 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 ~~is ongoing.~~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 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. A public comment period which allowed interested parties to provide additional evidence and make arguments in support or opposition to the Consent Decree has concluded. 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 ~~Condensed~~ Consolidated Balance Sheets. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, our aggregate environmental related accruals were $~~7.1~~0.6 million and $~~2.1~~0.8 million, respectively. These amounts ~~are~~were included in non-current ~~liabilities with the exception of $0.1~~ ~~million at December 31, 2021 which was included in accrued~~ liabilities. ~~As related to certain environmental matters the accrual was estimated at the low end of a range of possible outcomes since~~ 0 ~~amount within the range is a better estimate than any other amount.~~

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 six months ended June 30, ~~2022,~~2023, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, were as follows:

Product

(In millions)

Warranties

Balance as of December 31, 2021

$
2.5

Warranty expense

1.2

Deductions and other

(0.5
)
Balance as of March 31, 2022

$
3.2

Warranty expense

0.5

Deductions and other

(0.8
)
Balance as of June 30, 2022

$
2.9


	Product
(In millions)	Warranties
Balance as of December 31, 2022	$	3.1
Warranty expense		1.6
Deductions and other		(1.2	)
Balance as of March 31, 2023	$	3.5
Warranty expense		2.2
Deductions and other		(0.9	)
Balance as of June 30, 2023	$	4.8

1617

Note 12 — Restructuring

We recognized restructuring charges of $~~0.3~~0.5 million and $~~1.1~~0.7 million for the quarter and six months ended June 30, ~~2022,~~2023, respectively, primarily related to severance. Anticipated future cash payments as of June 30, ~~2022~~2023 were $~~2.8~~1.5 million.


			Activity for the Quarter Ended June 30, 2022														Activity for the Quarter Ended June 30, 2023
	March 31,		Restructuring					Cash					June 30,		March 31,		Restructuring				Cash						June 30,
(In Millions)	2021		Charge		FX Impact			Paid			Non-Cash		2022		2023		Charge		FX Impact		Paid			Non-Cash			2023
Employee termination	$	3.8	$	0.3	$	(0.1	)	$	(1.2	)	$	0	$	2.8	$	3.3	$	0.2	$	—	$	(2.0	)	$	—		$	1.5
Impairment and other		0		0		0			0			0		—		—		0.3		—		—			(0.3	)		—
Total	$	3.8	$	0.3	$	(0.1	)	$	(1.2	)	$	0	$	2.8	$	3.3	$	0.5	$	—	$	(2.0	)	$	(0.3	)	$	1.5


			Activity for the Six Months Ended June 30, 2022														Activity for the Six Months Ended June 30, 2023
	December 31,		Restructuring					Cash					June 30,		December 31,		Restructuring				Cash						June 30,
(In Millions)	2021		Charge		FX Impact			Paid			Non-Cash		2022		2022		Charge		FX Impact		Paid			Non-Cash			2023
Employee termination	$	9.0	$	1.0	$	(0.3	)	$	(6.9	)	$	0	$	2.8	$	5.4	$	0.4	$	—	$	(4.3	)	$	—		$	1.5
Impairment and other		0		0.1		0			(0.1	)		0		0		—		0.3		—		—			(0.3	)		—
Total	$	9.0	$	1.1	$	(0.3	)	$	(7.0	)	$	0	$	2.8	$	5.4	$	0.7	$	—	$	(4.3	)	$	(0.3	)	$	1.5

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

We develop, manufacture, and market lightweight, high-performance structural materials, including carbon ~~fibers,~~fiber, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, ~~adhesives, radio frequency/electromagnetic interference (“RF/EMI”) and microwave absorbing materials,~~resins, engineered ~~honeycomb~~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, ~~Europe,~~ India, and Africa. We also have a presence in Malaysia where we are a partner in a joint venture which manufactures composite structures for Commercial Aerospace applications.

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~~EMI”) and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality and thermoplastic additive manufacturing.

The Commercial Aerospace market and our business began to see signs of recovery from the economic impacts of the COVID-19 pandemic in the second half of 2021, which has continued ~~into the second quarter of 2022~~through 2023, with further growth in air travel and ~~customer inventory destocking now largely completed.~~an increase in aircraft build rates. Despite ~~these improvements,~~this recovery, global logistics, supply chains, ~~and~~ inflationary pressures and the effects of geopolitical issues still remain a challenge. ~~COVID-19 has~~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 ~~margins, even after the preventative and precautionary measures that we, other businesses, and governments are taking.~~financial results.

We ~~are~~ also ~~continuing~~continue to monitor developments in ~~the~~ ongoing ~~conflict between Russia and Ukraine~~geopolitical issues including the ~~related export controls and resulting sanctions imposed on Russia by the U.S. and other countries.~~Russia/Ukraine conflict. Although we doare not ~~presently foresee~~experiencing direct material adverse effects upon our business, the global implications of the ~~Russian/~~Russia/Ukraine conflict ~~are difficult to predict at this time. Factors such as~~which include increased inflation, ~~escalating~~elevated energy costs, constrained raw material availability and transportation, and thus increasing costs ~~and embargos on flights from Russian airlines could impact~~are impacting the global economy and the aerospace industry in particular.

The following table summarizes net sales to third-party customers by segment and end market for the quarters and six months ended June 30, ~~2022~~2023 and ~~2021:~~2022:


	Quarter Ended June 30,							Six Months Ended June 30,							Quarter Ended June 30,							Six Months Ended June 30,
(In millions)	2022		2021		% Change			2022		2021		% Change			2023		2022		% Change			2023		2022		% Change
Consolidated Net Sales	$	393.0	$	320.3		22.7	%	$	783.6	$	630.6		24.3	%	$	454.3	$	393.0		15.6	%	$	912.0	$	783.6		16.4	%
Commercial Aerospace		227.6		153.7		48.1	%		446.5		301.3		48.2	%		264.3		227.6		16.1	%		548.8		446.5		22.9	%
Space & Defense		111.9		106.9		4.7	%		230.1		218.6		5.3	%		137.5		111.9		22.9	%		263.7		230.1		14.6	%
Industrial		53.5		59.7		(10.4	)%		107.0		110.7		(3.3	)%		52.5		53.5		(1.9	)%		99.5		107.0		(7.0	)%

Composite Materials	$	318.1	$	240.9		32.0	%	$	631.9	$	478.1		32.2	%	$	378.5	$	318.1		19.0	%	$	756.7	$	631.9		19.7	%
Commercial Aerospace		192.0		116.4		64.9	%		376.8		228.9		64.6	%		228.9		192.0		19.2	%		472.1		376.8		25.3	%
Space & Defense		73.9		66.0		12.0	%		150.5		140.8		6.9	%		97.9		73.9		32.5	%		186.7		150.5		24.1	%
Industrial		52.2		58.5		(10.8	)%		104.6		108.4		(3.5	)%		51.7		52.2		(1.0	)%		97.9		104.6		(6.4	)%

Engineered Products	$	74.9	$	79.4		(5.7	)%	$	151.7	$	152.5		(0.5	)%	$	75.8	$	74.9		1.2	%	$	155.3	$	151.7		2.4	%
Commercial Aerospace		35.6		37.3		(4.6	)%		69.7		72.4		(3.7	)%		35.4		35.6		(0.5	)%		76.7		69.7		10.1	%
Space & Defense		38.0		40.9		(7.1	)%		79.6		77.8		2.3	%		39.6		38.0		4.2	%		77.0		79.6		(3.3	)%
Industrial		1.3		1.2		8.3	%		2.4		2.3		4.3	%		0.8		1.3		(40.0	)%		1.6		2.4		(34.2	)%

Composite Materials: Net sales of ~~$318.1~~$378.5 million in the second quarter of ~~2022~~2023 increased by ~~$77.2~~$60.4 million or ~~32.0%~~19.0% from the prior year quarter. Commercial Aerospace sales increased ~~$75.6~~$36.9 million or ~~64.9%~~19.2% in the second quarter of ~~2022~~2023 as compared to the prior year quarter primarily due to ~~stronger narrowbody~~growth in the A350 and ~~A350 sales~~Boeing 787 programs as well as business jet growth. Space & Defense sales increased $24.0 million or 32.5% led by growth in military aircraft. Net sales of ~~$631.9~~$756.7 million for the first six months of ~~2022~~2023 increased ~~32.2%~~19.7% compared to the same period last ~~year.~~year driven by strong sales in the Commercial Aerospace and Space & Defense markets.

Engineered Products: For the second quarter of ~~2022,~~2023, net sales of ~~$74.9~~$75.8 million ~~decreased $4.5~~increased $0.9 million or ~~5.7%~~1.2% as compared to the prior year quarter. The ~~decrease~~increase was ~~primarily~~ driven by ~~slightly lower~~higher Space & Defense ~~sales which were down $2.9 million or 7.1% in the second quarter of 2022 as compared to the same period in 2021.~~sales. Net sales of ~~$151.7~~$155.3 million for the first six months of ~~2022 were relatively flat~~ 2023 increased 2.4% compared to the same period last year.

For the second quarter of 2023, Commercial Aerospace sales of ~~$227.6~~$264.3 million increased ~~$73.9~~16.1% (15.4% in constant currency) compared to the second quarter of 2022. Growth was driven by the Airbus A350 and Boeing 787 programs. Other Commercial Aerospace increased 13.3% for the second quarter of 2023 compared to the second quarter of 2022 reflecting continued growth in business jets. Sales of $548.8 million ~~or 48.1% (49.5%~~increased 22.9% (22.5% in constant currency) for the first six months of 2023 compared to the first six months of 2022. The A350 and A320neo programs as well as the Boeing 787 program drove the growth. Other Commercial Aerospace increased 18.4% for the first six months of 2023 compared to the same period in 2022 on expanding business jet demand.

Space & Defense sales of $137.5 million increased 22.9% (22.1% in constant currency) for the second quarter of ~~2022~~2023 as compared to the second quarter of ~~2021~~2022. Growth was broad-based including fighter aircraft, particularly the F-35 and Rafale, the Black Hawk, civilian helicopters and space programs. Sales of $263.7 million increased 14.6% (14.7% in constant currency) for the first six months of 2023 as compared to the first six months of 2022. Areas of growth included military aircraft, in particular the Rafale and A400M, and both civil and military rotorcraft led by ~~growth~~the Black Hawk.

Total Industrial sales of $52.5 million in ~~the A350 and A320neo programs as well as the 737 MAX program. Other Commercial Aerospace, which includes business jets and regional aircraft, increased 75.4% for~~ the second quarter of ~~2022~~2023 decreased 1.9% (3.3% in constant currency) compared to the second quarter of ~~2021. Sales~~2022 as lower wind energy and recreation sales were ~~significantly lower~~only partially offset by growth in ~~the prior year period for most programs as channel destocking was still occurring. Sales~~automotive and other industrial sales. Total Industrial sales of ~~$446.5~~$99.5 million ~~for~~in the first six months of ~~2022, increased 48.2% (49.3%~~2023 decreased 7.0% (6.1% in constant currency) compared to the first six months of ~~2021~~2022 due to stronger narrowbody and A350 sales whereas sales in the prior year period were impacted by channel destocking. Sales of Other Commercial Aerospace, which includes business jets and regional aircraft, increased 72.9% for the first six months of 2022 compared to the same period in 2021.

~~Space & Defense sales of $111.9 million increased 4.7% (7.0% in constant currency) for the second quarter of 2022 compared to the second quarter of 2021~~led by growth in Space, CH-53K heavy lift helicopters and a number of overseas programs. Sales of $230.1 million for the first six months of 2022 increased 5.3% (7.0% in constant currency) compared to the first six months of 2021 due to growth in Space and the CH-53K program.

~~Total Industrial sales in the second quarter of 2022 of $53.5 million decreased 10.4% (3.5% in constant currency) compared to the second quarter of 2021 as~~ lower wind energy sales ~~was only~~ partially offset by ~~growth in~~higher automotive ~~recreation~~ and other industrial sales.

Total Industrial sales of $107.0 million for the six months of 2022, decreased 3.3% (2.6% increase in constant currency) compared to the first six months of 2021 despite growth in automotive, recreation and other industrial markets which was not enough to offset the negative impact of lower wind energy sales.

Gross margin for the second quarter of ~~2022~~2023 was ~~22.8%~~24.4% compared to ~~19.3%~~22.8% in the second quarter of ~~2021~~2022 and ~~was~~26.2% and 22.5% ~~and 18.2%~~ for the first six months of ~~2022~~2023 and ~~2021,~~2022, respectively. The improvements in the gross margin for both the second quarter and first six months of ~~2022~~2023 compared to the same periods last year was primarily due to ~~the~~ higher sales and ~~greater capacity utilization which led to improved cost absorption.~~favorable product mix.

Selling, general and administrative expenses were higher for the second quarter of ~~2022~~2023, although lower as a percentage of sales, as compared to the same period in ~~2021, although the current quarter expenses were lower as a percentage of sales.~~2022. The increase in selling, general and administrative expenses for the ~~current~~second quarter of 2023 was primarily driven by higher ~~employee compensation reflecting the increase in global headcount.~~employee-related expenses. Research and technology expenses ~~were relatively flat compared~~for the second quarter of 2023 increased $2.0 million over the same period last year due primarily to ~~the prior year quarter.~~higher materials and supplies expense. Selling, general and administrative expenses were higher for the first six months of ~~2022~~2023 compared to the same period in ~~2021, although lower as a percentage of sales,~~2022 due to higher ~~employee compensation reflecting the increase in global headcount.~~employee-related expenses. Research and technology expenses for the first six months of ~~2022~~2023 were ~~slightly lower~~higher compared to the prior year period due to ~~lower depreciation expense.~~higher employee-related and materials and supplies expenses resulting from an increase the number of development projects.


	Quarter Ended June 30,									Six Months Ended June 30,									Quarter Ended June 30,									Six Months Ended June 30,
(In millions)	2022			2021			% Change			2022			2021			% Change			2023			2022			% Change			2023			2022			% Change
Consolidated operating income	$	63.8		$	16.2			293.8	%	$	93.9		$	6.0			1,465.0	%	$	61.3		$	63.8			(3.9	)%	$	124.1		$	93.9			32.2	%
Operating margin		16.2	%		5.1	%					12.0	%		1.0	%					13.5	%		16.2	%					13.6	%		12.0	%
Composite Materials		47.2			24.5			92.7	%		89.8			31.9			181.5	%		64.2			47.2			36.0	%		137.4			89.8			53.0	%
Operating margin		14.0	%		9.6	%					13.5	%		6.3	%					16.2	%		14.0	%					17.3	%		13.5	%
Engineered Products		9.1			5.9			54.2	%		19.7			10.6			85.8	%		6.8			9.1			(25.3	)%		18.8			19.7			(4.6	)%
Operating margin		12.0	%		7.4	%					12.9	%		6.9	%					8.9	%		12.0	%					12.0	%		12.9	%
Corporate & Other		7.5			(14.2	)	N/M				(15.6	)		(36.5	)		57.3	%		(9.7	)		7.5		N/M				(32.1	)		(15.6	)		(105.8	)%

Operating income for the second quarters of 2023 and 2022 ~~and 2021~~ was ~~$63.8~~$61.3 million and ~~$16.2~~$63.8 million, respectively. Operating income for the first six months of ~~2022~~2023 was ~~$93.9~~$124.1 million compared to ~~$6.0~~$93.9 million for the same period last year. ~~The increase in~~Both the second quarter and six months of 2022 included the gain on the sale of the Dublin, California facility of $19.4 million. Overall, operating income for both the second quarter and six months of ~~2022 over the same periods last year was primarily driven by~~2023 benefitted from higher sales and ~~strong~~stronger gross margins, as ~~well as~~compared to the ~~gain on the sale of our Dublin, California facility and lower restructuring costs.~~prior year periods.

Interest expense for both the quarter and six months ended June 30, ~~2022~~2023 was ~~lower~~higher compared to the prior year periods due to higher interest rates, partially offset by lower average debt ~~levels, partially offset by higher interest rates.~~levels.

~~The tax~~Tax expense for the quarter ended June 30, 2022 was $12.7 million compared to $4.0 million for the second quarter of 2021. The quarter ended June, 2021 included a discrete tax charge of $2.7 million related to the remeasurement of the net deferred tax liability in a foreign tax jurisdiction as a result of an unfavorable tax rate change. Tax expense for the firstand six months ended June 30, ~~2022~~2023 was ~~$17.4~~$11.5 million and $23.2 million, respectively, as compared to ~~a benefit of $3.5~~$12.7 million and $17.4 million for the ~~same period of 2021. The tax benefit for the six months ended June 30, 2021 included a discrete tax benefit related to a favorable U.S state tax law change~~comparative periods in ~~addition to the discrete tax charge previously mentioned.~~2022.

Liquidity: Cash on hand at June 30, ~~2022~~2023 was ~~$99.2~~$104.2 million as compared to ~~$127.7~~$112.0 million at December 31, ~~2021.~~2022. As of June 30, ~~2022,~~2023, total debt was ~~$812.5~~$779.1 million as compared to ~~$823.3~~$723.5 million at December 31, ~~2021.~~2022.

~~In September 2020, we amended our Facility to allow for relief from certain terms, including adjusting the maximum leverage ratio covenant for a defined period.~~ On ~~January 28, 2021,~~April 25, 2023, we entered into a new credit agreement (the “Credit Agreement”) to refinance our unsecured revolving credit facility (the “Facility”). Under the ~~Second Amendment, which further amended~~terms of the Facility agreement to provide that, from January 28, 2021 through and including March 31, 2022, we would not be subject to a maximum leverage ratio covenant but instead be required to maintain Liquidity (as defined in the Facility agreement) of at least $250 million. Effective April 1, 2022, the original terms and conditions to the Facility agreement were reinstated exceptCredit Agreement the borrowing capacity ~~which~~ will remain at $750 million. ~~As a result, share repurchases restrictions that had been~~The Facility matures in ~~effect per~~April 2028. For further discussion, see Note 5,Debt, to the ~~Second Amendment expired on March 31, 2022. The remaining authorization under the share repurchase program at June 30, 2022 was $217 million.~~accompanying condensed consolidated financial statements.

As of June 30, ~~2022,~~2023, total borrowings under the Facility were ~~$114~~$80 million, which approximated fair value. The ~~Facility agreement~~Credit Agreement permits us to issue letters of credit up to an aggregate amount of $50 million. ~~Outstanding letters of credit reduce the amount available for borrowing under the Facility.~~ As of June 30, ~~2022,~~2023, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of ~~$636~~$670 million. The weighted average interest rate for the Facility was ~~4.2%~~6.0% for the six months ended June 30, ~~2022.~~2023.

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 June 30, ~~2022,~~2023, long-term liquidity requirements consist 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 June ~~2024 when the Facility expires.~~30, 2022 was $217 million.

In 2021, the Company applied for the Aviation Manufacturing Jobs Protection ("AMJP") program, created under the American Rescue Plan Act of 2021, which provides funding to eligible businesses to pay up to half of their compensation costs for certain categories of employees, for up to six months. To qualify for funding, eligible companies must have involuntarily furloughed or laid off at least 10% of its U.S. workforce or have experienced at least a 15% decline in 2020 global operating revenue. In September 2021, the U.S. Department of Transportation announced that it had approved for the Company to receive up to $20.9 million under the AMJP program. The Company received $10.5 million of the offered funds in the fourth quarter of 2021 and anticipates receiving the remaining funds in 2022.

On July ~~25, 2022,~~24, 2023, our Board of Directors declared a quarterly dividend of ~~$0.10~~$0.125 per share payable to stockholders of record as of August ~~5, 2022,~~4, 2023, with a payment date of August ~~12, 2022.~~11, 2023.

Operating Activities: Net cash provided by operating activities for the first six months of ~~2022~~2023 was ~~$18.3~~$30.1 million compared to ~~$38.9~~$18.3 million for the same period last year. Working capital was a cash use of ~~$95.1~~$113.9 million for the first six months of ~~2022~~2023 as compared to a use of ~~$19.6~~$95.1 million in the same period in ~~2021~~2022. The difference was primarily driven by ~~higher inventory and~~lower payables in the current year partially offset by an increase in accounts ~~receivable to support higher sales.~~receivables.

Investing Activities: Net cash used for investing activities was ~~$16.2~~$72.3 million and ~~$9.2~~$16.2 million in the first six months of 2023 and 2022, ~~and 2021,~~ respectively. ~~The~~Capital expenditures for the first six months of ~~2022~~2023 were $74.8 million and included ~~net proceeds~~$38.0 million for the acquisition of ~~approximately $21.2 million from~~ the ~~sale of~~land and building at our ~~Dublin, California facility.~~Amesbury, Massachusetts facility to support future growth. Capital expenditures for the first six months of 2022 were $37.9 million. The first six months of 2022 included net proceeds of $21.2 million from the sale of the Dublin, California facility.

Financing Activities: Net cash provided by financing activities was $34.0 million for first six months of 2023 compared to ~~$9.2~~a net cash use of $26.6 million in the same period in 2021. The increase in capital expenditures is primarily driven by two ongoing construction projects for the previously announced construction of a research and technology innovation center in Salt Lake City, Utah. and the expansion of Hexcel’s facility in Morocco.

~~Financing Activities:~~ ~~Net cash used for financing activities was $26.6 million for first six months of 2022 compared to $16.6 million in the same period in 2021.~~2022. Borrowings under the ~~Facility~~credit facilities during the first six months of ~~2022~~2023 was ~~$35.0 million, while repayments were $46.0~~$163.0 million compared to ~~$21.0~~$35.0 million in the prior ~~year. In the first quarter of 2022, we reinstated our quarterly dividend payment, which had previously been suspended as of early 2020. $16.8~~year period. Repayments were $108.0 million ~~in dividend payments were made to shareholders~~ during the first six months of ~~2022.~~2023 compared to $46.0 million in the prior year period. Quarterly dividend payments to shareholders were $21.1 million during the first six months of 2023 compared to $16.8 million in the prior year period.

Financial Obligations and Commitments: The next significant scheduled debt maturity will not occur until ~~2024,~~2025 when ~~the Facility matures.~~our 4.7% Senior Unsecured Notes are due. Certain sales and administrative offices, data processing equipment and manufacturing facilities are leased under operating leases.

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, ~~2021.~~2022.

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.

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 diluted 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.

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; (b) the revenues we may generate from an aircraft model or program; (c) the impact of the push-out in deliveries of the Airbus and Boeing backlog and the impact of delays in the startup or ramp-up of new aircraft programs or the final Hexcel composite material content once the design and material selection have been completed; (d) expectations with regard to the impact of regulatory ~~clearances~~activity related to, or the build rate of, the Boeing 737 MAX or Boeing 787 and the related impact on our revenues; (e) expectations with regard to raw material cost and availability; (f) expectations of composite content on new commercial aircraft programs and our share of those requirements; (g) expectations regarding revenues from space and defense applications, including whether certain programs might be curtailed or discontinued; (h) expectations regarding sales for wind energy, recreation, automotive and other industrial applications; (i) expectations regarding working capital trends and expenditures and inventory levels; (j) expectations as to the level of capital expenditures, ~~and~~capacity, including the timing of completion of capacity expansions, and qualification of new products; (k) expectations regarding our ability to improve or maintain margins; (l) expectations regarding our ability to attract, motivate, and retain the ~~outcome of legal matters or the impact of changes in laws or regulations or government policies;~~workforce necessary to execute our business strategy; (m) ~~our~~ projections regarding our tax rate; (n) expectations with regard to the continued impact of ~~the COVID-19 pandemic~~macroeconomic factors and ~~the impact of~~ the conflict between Russia and ~~Ukraine on worldwide air travel and aircraft programs, as well as on our customers and suppliers and, in turn, on our operations and financial results;~~Ukraine; (o) expectations regarding our strategic initiatives and other goals, including, but not limited to, our sustainability goals; (p) expectations regarding the sale of certain of our assets; (q) expectations with regard to cybersecurity measures taken to protect confidential and ~~(q)~~proprietary information; (r) expectations regarding the outcome of legal matters or the impact of changes in laws or regulations or government policies; and (s) the anticipated impact of the above factors and various market risks on our expectations of financial results for ~~2022~~2023 and beyond~~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 the conflict between Russia and Ukraine and the ongoing market recovery following the COVID-19 pandemic, ~~(including~~including continued disruption in global financial markets and supply chains, ~~ongoing restrictions on movement and travel, employee~~

~~absenteeism~~ and labor ~~shortages, and reduced demand for air travel) on the operations, business and financial condition of Hexcel and its customers and suppliers;~~shortages; reductions in sales to any significant customers, particularly Airbus or Boeing, including related to ~~the timing of pending~~ regulatory ~~clearances for~~activity impacting the Boeing 737 MAX ~~and~~or the Boeing 787 ~~as well as due to~~or other geopolitical events or conditions, including the ~~impact of the COVID-19 pandemic;~~Russia/Ukraine conflict; 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; availability and cost of raw materials, including the impact of supply shortages and inflation; supply chain disruptions, which have been exacerbated by the conflict between Russia and Ukraine; our ability to successfully implement or realize our business strategies, plans, goals and objectives of management, including our sustainability goals and any restructuring or alignment activities in which we may engage; ~~the impact of any government mandated COVID-19 precautions, including mandatory vaccination;~~ changes in sales mix; changes in current pricing and cost levels, including cost inflation, as well as increasing energy prices resulting from the conflict between Russia and Ukraine;changes in aerospace delivery rates; changes in government defense procurement budgets; changes in military aerospace program technology; timely new product development or introduction; industry capacity; increased competition; ~~availability and cost of raw materials, including the impact of supply shortages and inflation; supply chain disruptions~~, ~~which may be exacerbated by the conflict between Russia and Ukraine; inability~~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, but not limited to, the effect of change in global trade policies, such as sanctions imposed as a result of the conflict between Russia and Ukraine; 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;~~events, including any public health crisis; the potential impact of environmental, social and governance matters; and the unexpected outcome of legal matters or impact of changes in laws or regulations~~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, ~~2021.~~2022. 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.

~~Except for the continued broad effects of COVID-19 and the Russian/Ukraine conflict on market risk, there~~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, ~~2021.~~2022.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of June 30, ~~2022,~~2023, 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.

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~~quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information required by Item 1 is contained within Note 11 on pages 15 through 16 of this Form 10-Q and is incorporated herein by reference.

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, ~~2021,~~2022, 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.

** Schedules and exhibits have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Company will provide a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request.

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.


Delaware		94-1109521
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company ☐
		Emerging growth company ☐


Class		Outstanding at July 21, ~~2022~~2023
COMMON STOCK		~~84,102,467~~84,465,701


			Page
PART I.	FINANCIAL INFORMATION		34

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)		34

	•	Condensed Consolidated Balance Sheets — June 30 ~~2022,~~2023, and December 31, ~~2021~~2022	34


	•	Condensed Consolidated Statements of Operations — The ~~quarter~~quarters and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	45


	•	Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ — The ~~quarter~~quarters and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	45


	•	Condensed Consolidated Statements of Cash Flows — The six months ended June 30, ~~2022~~2023 and ~~2021~~2022	56

	•	Condensed Consolidated Statements of Stockholders’ Equity — The ~~quarter~~quarters and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	67


	•	Notes to Condensed Consolidated Financial Statements	78

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1819

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		2425

ITEM 4.	Controls and Procedures		2425

PART II.	OTHER INFORMATION		25

ITEM 1.	Legal Proceedings		25

ITEM 1A.	Risk Factors		25

ITEM 6.	Exhibits		26

	SIGNATURE		27


Exhibit No.		Description
10.1*		~~Form~~Hexcel Corporation Nonqualified Deferred Compensation Plan, effective as of ~~Performance Based Award Agreement for Executive Officers (2022)~~January 1, 2005, Amended and Restated as of January 1, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022)~~2023).
10.2**		~~Form of Performance Based Award~~Credit Agreement, dated April 25, 2023, by and among Hexcel Corporation, as borrower, the lenders party thereto, Citizens Bank N.A. as agent for ~~Non-U.S. Executive Officers (2022)~~the lenders and the other institutions party thereto (incorporated herein by reference to Exhibit ~~10.2~~10.1 to the Company's ~~Quarterly~~Current Report on Form ~~10-Q for the quarter ended March 31, 2022)~~8-K dated April 28, 2023).
10.3*		~~Hexcel Corporation Director Compensation Program~~
10.4*		~~Separation Agreement for Robert G. Hennemuth~~
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 June 30 31, ~~2022,~~2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) ~~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.


								Accumulated
			Additional					Other						Total
			Paid-In		Retained			Comprehensive			Treasury			Stockholders’
(In millions)	Par		Capital		Earnings			Loss			Stock			Equity
Balance, December 31, 2020	$	1.1	$	849.7	$	1,996.4		$	(59.6	)	$	(1,277.4	)	$	1,510.2
Net loss	—		—			(14.0	)	—			—				(14.0	)
Change in other comprehensive (loss)– net of tax	—		—		—				(19.1	)	—				(19.1	)
Stock based compensation	—			11.8	—			—				(2.0	)		9.8
Balance, March 31, 2021	$	1.1	$	861.5	$	1,982.4		$	(78.7	)	$	(1,279.4	)	$	1,486.9
Net income	—		—			2.2		—			—				2.2
Change in other comprehensive income – net of tax	—		—		—				5.5		—				5.5
Stock based compensation	—			8.2	—			—			—				8.2
Balance, June 30, 2021	$	1.1	$	869.7	$	1,984.6		$	(73.2	)	$	(1,279.4	)	$	1,502.8


								Accumulated
			Additional					Other						Total
			Paid-In		Retained			Comprehensive			Treasury			Stockholders’
(In millions)	Par		Capital		Earnings			Loss			Stock			Equity
Balance, December 31, 2021	$	1.1	$	878.6	$	2,012.5		$	(126.5	)	$	(1,280.2	)	$	1,485.5
Net income	—		—			17.8		—			—				17.8
Dividends on common stock ($0.10 per share)	—		—			(8.5	)	—			—				(8.5	)
Change in other comprehensive (loss) – net of tax	—		—		—				(17.6	)	—				(17.6	)
Stock based compensation	—			11.3	—			—				(1.4	)		9.9
Balance, March 31, 2022	$	1.1	$	889.9	$	2,021.8		$	(144.1	)	$	(1,281.6	)	$	1,487.1
Net income	—		—			44.7		—			—				44.7
Dividends on common stock ($0.10 per share)	—		—			(8.5	)	—			—				(8.5	)
Change in other comprehensive (loss) – net of tax	—		—		—				(47.2	)	—				(47.2	)
Stock based compensation	—			4.2	—			—			—				4.2
Balance, June 30, 2022	$	1.1	$	894.1	$	2,058.0		$	(191.3	)	$	(1,281.6	)	$	1,480.3


		Hexcel Corporation

July ~~25, 2022~~24, 2023		/s/ Amy S. Evans
(Date)		Amy S. Evans
		Senior Vice President,
		Chief Accounting Officer