Business Overview



We develop, manufacture, and market lightweight, high-performance structural
materials, including carbon fibers, specialty reinforcements, prepregs and other
fiber-reinforced matrix materials, honeycomb, adhesives, radio frequency /
electromagnetic interference ("RF/EMI") and microwave absorbing materials,
engineered honeycomb and composite structures, for use in Commercial Aerospace,
Space & Defense and Industrial markets. Our products are used in a wide variety
of end applications, such as commercial and military aircraft, space launch
vehicles and satellites, wind turbine blades, automotive, recreational products
and other industrial applications.



We serve international markets through manufacturing facilities, sales offices
and representatives located in the Americas, Asia Pacific, Europe, Russia, India
and Africa. We are also a partner in a joint venture in Malaysia, which
manufactures composite structures for Commercial Aerospace applications.



We have two segments, Composite Materials and Engineered Products. The Composite
Materials segment is comprised of our carbon fiber, specialty reinforcements,
resins, prepregs and other fiber-reinforced matrix materials, honeycomb core
product lines and pultruded profiles. The Engineered Products segment is
comprised of lightweight high-strength composite structures, RF/EMI and
microwave absorbing materials, engineered core and specialty machined honeycomb
products with added functionality.



On March 11, 2020, the World Health Organization ("WHO") declared the COVID-19
outbreak a pandemic. The outbreak has resulted in governments around the world
implementing increasingly stringent measures to help control the spread of the
virus, including quarantines, "shelter in place" and "stay at home" orders,
travel restrictions, business curtailments, school closures, and other measures.
In addition, governments and central banks in several parts of the world have
enacted fiscal and monetary stimulus measures to counteract the impacts of
COVID-19.



Our company is a sole provider for many programs, including critical defense
programs. Consistent with national guidelines and with state and local orders to
date, we are currently operating across our footprint with some temporary site
closures. Notwithstanding our continued operations, COVID-19 has had and may
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. The COVID-19 outbreak is a widespread
public health crisis that is adversely affecting the economies and financial
markets globally. The resulting economic downturn has, and could for an extended
period of time, adversely affect demand for our products and contribute to
volatile supply and demand conditions affecting prices and volumes in the
markets for our products, services and raw materials. The progression of the
pandemic could also continue to negatively impact our business or results of
operations through the temporary closure of our operating locations or those of
our customers or suppliers.



During the third quarter of 2020, our operations, margins and results were
adversely impacted by lower demand for our products due to substantial
reductions in original equipment manufacturer build rates combined with a move
to reduce inventory throughout our supply chain, particularly carbon fiber.
Since the outbreak began, we have seen the impacts of COVID-19 on our markets
and operations including significant decreases in air traffic, temporary
shutdowns of our customers' and suppliers' facilities and decreased demand from
our customers. In response, we have taken certain mitigating actions to align
our costs with the lower sales and to preserve liquidity including eliminating
approximately 30% of our labor costs, curtailing discretionary spend, and
suspending dividend payments and stock repurchases. The extent to which COVID-19
continues to adversely impact our business depends on future developments, which
are highly uncertain and unpredictable, including new information concerning the
effectiveness of actions globally to contain or mitigate its effects. While we
expect the pandemic to continue to negatively impact our results of operations,
cash flows and financial position, the current level of uncertainty over the
economic and operational impacts of COVID-19 means the related financial impact
to us cannot be reasonably estimated at this time.



On January 12, 2020, we announced that we had entered into an agreement and plan
of merger (the "Merger Agreement") with Woodward, Inc. ("Woodward"), which
provided for the combination of Hexcel and Woodward in an all stock merger of
equals (the "Merger"). In response to the impact of the COVID-19 pandemic, on
April 5, 2020, Hexcel and Woodward entered into an agreement to terminate the
Merger Agreement.


Net sales for the quarter were $286.9 million, 49.9% lower (49.7% in constant currency) than the $572.5 million reported for the third quarter of 2019. Declines in demand in the Commercial Aerospace and Industrial markets drove the decrease in sales for the quarter.


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Commercial Aerospace sales of $128.8 million decreased 66.6% (66.3% in constant
currency) for the quarter as compared to the third quarter of 2019. Sales across
all major programs were down substantially with the largest impact related to
the A350. Boeing 737 MAX sales continue to be at a very low level. Build rate
reductions driven by the COVID-19 pandemic combined with significant inventory
destocking led to the reduced sales levels. Additional build rate reductions
publicly announced at the end of July 2020 by two significant customers is
further extending the destocking.



Sales to other commercial aerospace, which includes regional and business aircraft customers, were down 49.6% for the third quarter of 2020 as compared to 2019 as demand was negatively impacted by the global pandemic, particularly business jets.





Space & Defense sales of $108.8 million decreased 0.9% (0.5% in constant
currency) for the quarter as compared to the third quarter of 2019. The decrease
was due to lower demand from a number of European space & defense programs as
aggregate U.S. space & defense sales were up moderately in the third quarter of
2020 compared to the third quarter of 2019.



Total Industrial sales of $49.3 million for the third quarter of 2020 were down
35.8% (37.5% in constant currency) as compared to the 2019 period. Wind energy
sales (the largest submarket in Industrial), experienced a decline of 40.4%
compared to the third quarter of 2019. This reduction reflects a customer demand
shift in the U.S. market. As a result of this demand change, Hexcel will close
its wind energy prepreg production facility in Windsor, Colorado in early
November 2020 that served the U.S. market. The Hexcel wind material prepreg
production facility in Austria that serves the European market and the wind
material facility in China, that serves the Asian market, continue to operate to
produce materials for our wind energy customers.

Gross margin for the third quarter of 2020 decreased to 4.7% as compared to
27.6% for the third quarter of 2019. The deterioration reflects the under
absorption of fixed overhead from lower sales levels magnified by the temporary
idling of select production facilities during the period to align production
with demand.

Selling, general and administrative and research and technology expenses for the
third quarter of 2020 were 26% lower than the prior year as on-going realignment
actions and headcount reductions reduce the cost structure. Other operating
expense of $15.8 million, for the third quarter of 2020, primarily included the
restructuring charge for the Windsor facility closure and additional severance
costs across a number of facilities.

Operating cash flow for the first nine months of 2020 was $157.0 million
compared to $277.3 million in 2019 on lower earnings partially offset by
favorable working capital usage. For the first nine months of 2020, capital
expenditures were $47.8 million as compared to $162.7 million in the first nine
months of 2019. Free cash flow (defined as cash provided by operating activities
less capital expenditures) for the nine months ended September 30, 2020 was a
use of $109.2 million versus $114.6 million in the comparable period of 2019.





                               Financial Overview

                             Results of Operations



                                       Quarter Ended September 30,                 Nine Months Ended September 30,
(In millions, except per share      2020           2019       % Change           2020             2019         % Change

data)


Net sales                         $   286.9       $ 572.5         (49.9 )%   $    1,206.6       $ 1,791.4          (32.6 )%
Net sales change in constant                                      (49.7 )%                                         (32.6 )%

currency


Operating income (loss)           $   (37.6 )     $ 109.9        (134.2 )%   $       34.5       $   327.8          (89.5 )%
As a percentage of net sales          (13.1 )%       19.2 %                           2.9 %          18.3 %
Net income                              9.7          80.3           N/M              51.1           233.4          (78.1 )%
Diluted net income per common     $    0.12       $  0.93           N/M      $       0.61       $    2.71          (77.5 )%
share




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 (loss), net income (loss) and earnings
(loss) per share adjusted for items included in operating expense and
non-operating expenses; and free cash flow. Management believes these non-GAAP
measurements are meaningful to investors because they provide a view of Hexcel
with respect to ongoing operating results and comparisons to prior periods.
These adjustments 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 measurements 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 (loss), adjusted net
income (loss), adjusted diluted net income (loss) per share and free cash flow
are provided below.



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Operating Income (Loss)


                                                  Quarter Ended September 30,               Nine Months Ended September 30,
(In millions)                                    2020                  2019                 2020                      2019
GAAP operating income (loss)                  $     (37.6 )           $     109.9       $        34.5           $          327.8
Other operating expense (a)                          15.8                       -                43.6                          -
Adjusted operating income (loss)              $     (21.8 )           $     

109.9


(non-GAAP)                                                                              $        78.1           $          327.8

(a) The quarter and nine months ended September 30, 2020 includes restructuring expenses as well as costs related to the terminated merger with Woodward.








                                                  Quarter Ended September 30,                                Nine Months Ended September 30,
                                               2020                            2019                         2020                         2019
(In millions, except per          Net Income
diluted share data)                 (Loss)              EPS           Net Income        EPS        Net Income          EPS      Net Income        EPS
GAAP                              $       9.7          $    0.12      $      80.3     $  0.93     $       51.1     $  0.61     $      233.4     $  2.71
Other operating expense
(a)                                      12.2               0.14                -           -             33.7        0.40                -           -
Discrete tax benefit (b)                (46.2 )            (0.55 )           (3.0 )     (0.03 )          (48.9 )     (0.58 )           (3.0 )     (0.03 )
Adjusted (non-GAAP)               $     (24.3 )        $   (0.29 )    $      77.3     $  0.90     $       35.9     $  0.43     $      230.4     $  2.68

(a) The quarter and nine months ended September 30, 2020 included restructuring expenses as well as costs related to the terminated merger with
Woodward.
(b) The quarter and nine months ended September 30, 2020 included a tax benefit primarily due to the release of a valuation allowance in a foreign
jurisdiction.






                                                 Nine Months Ended September 30,
(In millions)                                    2020                     2019

Net cash provided by operating activities $ 157.0 $


    277.3
Less: Capital expenditures                            (47.8 )                  (162.7 )
Free cash flow (non-GAAP)                   $         109.2         $           114.6


                                   Net Sales


The following table summarizes net sales to third-party customers by segment and end market for the quarters and nine months ended September 30, 2020 and 2019:





                                        Quarter Ended September 30,                  Nine Months Ended September 30,
(In millions)                        2020           2019        % Change           2020             2019         % Change
Consolidated Net Sales            $    286.9       $ 572.5          (49.9 )%   $    1,206.6       $ 1,791.4          (32.6 )%
Commercial Aerospace                   128.8         385.9          (66.6 )%          695.6         1,217.9          (42.9 )%
Space & Defense                        108.8         109.8           (0.9 )%          328.8           329.4           (0.2 )%
Industrial                              49.3          76.8          (35.8 )%          182.2           244.1          (25.4 )%

Composite Materials               $    215.7       $ 448.0          (51.9 )%   $      960.4       $ 1,419.7          (32.4 )%
Commercial Aerospace                    95.6         294.5          (67.5 )%          567.6           941.6          (39.7 )%
Space & Defense                         71.9          78.9           (8.9 )%          214.5           236.2           (9.2 )%
Industrial                              48.2          74.6          (35.4 )%          178.3           241.9          (26.3 )%

Engineered Products               $     71.2       $ 124.5          (42.8 )%   $      246.2       $   371.7          (33.8 )%
Commercial Aerospace                    33.2          91.4          (63.7 )%          128.0           276.3          (53.7 )%
Space & Defense                         36.9          30.9           19.4 %           114.3            93.2           22.6 %
Industrial                               1.1           2.2          (50.0 )%            3.9             2.2           77.3 %




Sales by Segment



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Composite Materials: Net sales of $215.7 million in the third quarter of 2020
decreased $232.3 million from the $448.0 million in sales for the prior year
quarter, driven by declines in Commercial Aerospace and Industrial. Net sales of
$960.4 million for the first nine months of 2020 decreased 32.4% compared to the
same period last year. In Commercial Aerospace, there were significantly lower
sales across all major programs as build rates across Commercial Aerospace have
decreased significantly and rapidly in response to the COVID-19 pandemic
compounded by extensive supply chain adjustments. The decline in Space & Defense
sales was primarily related to lower military aircraft structure sales outside
of the Americas. The decline in Wind energy sales was primarily related to a
shift in the type of product our customer demands in the U.S. market. As a
result of this demand change, Hexcel will close its wind energy prepreg
production facility in Windsor, Colorado in early November 2020 that served the
U.S. market.



Engineered Products: Net sales of $71.2 million in the third quarter of 2020
decreased $53.3 million from the $124.5 million for 2019. Net sales of $246.2
million for the first nine months of 2020 decreased 33.8% compared to the same
period last year. The declines primarily reflect lower sales for the Boeing 737
MAX as well as lower build rates across Commercial Aerospace in response to the
COVID-19 pandemic. The increase in Space & Defense sales reflects the growth in
U.S. military helicopter programs.



Sales by Market



Commercial Aerospace sales of $128.8 million decreased 66.6% (66.3% in constant
currency) for the quarter as compared to the third quarter of 2019. Sales across
all major programs were down substantially with the largest impact related to
the A350. Boeing 737 MAX sales continue to be at a very low level. Build rate
reductions driven by the COVID-19 pandemic combined with significant inventory
destocking led to the reduced sales levels. Additional build rate reductions
publicly announced at the end of July 2020 by two significant customers is
further extending the destocking. Sales of $695.6 million, for the first nine
months of 2020, decreased 42.9% compared to the first nine months of 2019 due to
significant production cuts across the major aircraft programs announced during
the second and third quarters of 2020 and only limited sales for the Boeing 737
MAX program. The decline was compounded by significant destocking in the supply
chain, which is amplified as build rates have moved even lower.



Sales to Other Commercial Aerospace, which includes regional and business
aircraft customers, were down 49.6% for the third quarter of 2020 as compared to
2019 due to significantly lower business jet demand and have declined 23.5% year
to date.



Space & Defense sales of $108.8 million decreased 0.9% (0.5% in constant
currency) for the quarter as compared to the third quarter of 2019. The decrease
was due to lower demand from a number of European space & defense programs as
aggregate U.S. space & defense sales were up moderately in the third quarter of
2020 compared to the third quarter of 2019. Space & Defense sales of $328.8
million, for the first nine months of 2020, were in line with the first nine
months of 2019.



Total Industrial sales of $49.3 million for the third quarter of 2020 were down
35.8% (37.5% in constant currency) as compared to the 2019 period and decreased
25.4% for the first nine months as compared to last year. Wind energy sales (the
largest submarket in Industrial) experienced a decline of 40.4% compared to the
third quarter of 2019. The reduction reflects a customer demand shift in the
U.S. market. As a result of this demand change, Hexcel will close its wind
energy prepreg production facility in Windsor, Colorado in early November 2020
that served the U.S. market. The Hexcel wind material prepreg production
facility in Austria that serves the European market and the wind material
facility in China that serves the Asian market continue to operate to produce
materials for our wind energy customers. Wind energy sales experienced a decline
of 25.8% for the first nine months of 2020 as compared to the same period in
2019 due to production disruptions caused by the pandemic and lower customer
demand, specifically in the U.S.



                                  Gross Margin



                                        Quarter Ended September 30,                  Nine Months Ended September 30,

(In millions)                       2020            2019        % Change          2020              2019          % Change
Gross margin                      $    13.5       $  157.9          (91.5 )%   $     209.3       $     493.9          (57.6 )%
Percentage of sales                     4.7 %         27.6 %                          17.3 %            27.6 %




Gross margin for the third quarter of 2020 declined to 4.7% compared to 27.6% in
the third quarter of 2019 and was 17.3% and 27.6% for the first nine months of
2020 and 2019, respectively. The dramatic reduction in demand combined with the
unfavorable mix impact of lower carbon fiber sales drove the decline in margin
performance in 2020.



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                               Operating Expenses



                                        Quarter Ended September 30,                   Nine Months Ended September 30,
(In millions)                       2020            2019         % Change         2020             2019           % Change
SG&A expense                      $    24.6       $    33.8          (27.2 )%   $    95.2       $     122.8           (22.5 )%
Percentage of sales                     8.6 %           5.9 %                         7.9 %             6.9 %

R&T expense                       $    10.7       $    14.2          (24.6 )%   $    36.0       $      43.3           (16.9 )%
Percentage of sales                     3.7 %           2.5 %                         3.0 %             2.4 %




Selling, general and administrative and research and technology expenses were
lower, for both the quarter and nine month periods ended September 30, 2020,
than the prior year's comparable periods, as cost reduction actions began to
take effect, including headcount reductions and minimizing discretionary
spending.

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