HEXCEL CORP /DE/, 10-Q, 1998-08-12

HEXCEL CORP /DE/
10-Q, 1998-08-12
METAL FORGINGS & STAMPINGS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

------------------------

FORM 10-Q

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

For the Quarter Ended June 30, 1998

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

For the transition period from ______ to ______

Commission File Number 1-8472
-------------------

Hexcel Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-1109521
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
Registrant's telephone number, including area code: (203) 969-0666

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 X No
----- -----

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
of reorganization confirmed by a US Bankruptcy Court.
Yes X No
----- -----

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

Class Outstanding at August 7, 1998
----- -----------------------------
COMMON STOCK 36,981,623

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<PAGE>

HEXCEL CORPORATION AND SUBSIDIARIES

INDEX

PAGE
PART I. FINANCIAL INFORMATION

- Condensed Consolidated Balance Sheets --
June 30, 1998 and December 31, 1997 3

- Condensed Consolidated Statements of
Operations -- The Quarter and Year-to-Date Periods
Ended June 30, 1998 and 1997 4

- Condensed Consolidated Statements of
Cash Flows -- The Year-to-Date Periods
Ended June 30, 1998 and 1997 5

- Notes to Condensed Consolidated
Financial Statements 6

- Management's Discussion and Analysis of
Financial Condition and Results of Operations 11

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security
Holders 21

Item 5. Other Matters 21

Item 6. Exhibits and Reports on Form 8-K 21

SIGNATURE 23

<PAGE>

HEXCEL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
UNAUDITED
-----------------------------------
JUNE 30, DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,969 $ 9,033
Accounts receivable 197,388 181,192
Inventories 183,257 165,321
Prepaid expenses and other assets 7,172 6,665
Deferred tax asset 16,451 24,839
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Total current assets 411,237 387,050
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Property, plant and equipment 514,694 488,916
Less accumulated depreciation (173,905) (157,439)
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Net property, plant and equipment 340,789 331,477
Intangibles and other assets 92,587 93,059
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Total assets $ 844,613 $ 811,586
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- ---------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term liabilities $ 16,055 $ 13,858
Accounts payable 70,225 70,011
Accrued liabilities 95,291 102,487
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Total current liabilities 181,571 186,356
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Long-term notes payable and capital lease obligations 301,819 304,546
Indebtedness to related parties 35,459 34,967
Other non-current liabilities 36,759 35,816
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Total liabilities 555,608 561,685
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Shareholders' equity:
Preferred stock, no par value, 20,000 shares authorized,
no shares issued or outstanding in 1998 and 1997 - -
Common stock, $0.01 par value, 100,000 shares authorized,
shares issued and outstanding of 36,913 in 1998 and 36,856 in 1997 369 369
Additional paid-in capital 268,549 266,177
Retained earnings (accumulated deficit) 21,507 (15,541)
Cumulative currency translation adjustment (1,420) (1,104)
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Total shareholders' equity 289,005 249,901
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Total liabilities and shareholders' equity $ 844,613 $ 811,586
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

<PAGE>

HEXCEL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
UNAUDITED
--------------------------------------------------------------
QUARTER ENDED JUNE 30, YEAR-TO-DATE ENDED JUNE 30,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net sales $273,537 $241,629 $530,278 $455,638
Cost of sales 202,316 183,811 392,961 350,931
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Gross margin 71,221 57,818 137,317 104,707
Selling, general and administrative expenses 27,182 25,590 54,359 49,394
Research and technology expenses 5,883 4,894 11,066 8,696
Business acquisition and consolidation expenses - 2,818 - 5,717
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Operating income 38,156 24,516 71,892 40,900
Interest expense 6,744 5,829 13,711 11,517
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Income before income taxes 31,412 18,687 58,181 29,383
Provision for income taxes 11,434 3,552 21,133 6,022
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Net income $ 19,978 $ 15,135 $ 37,048 $ 23,361
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Earnings per share:
Basic $ 0.54 $ 0.41 $ 1.00 $ 0.64
Diluted 0.46 0.38 0.86 0.60

Weighted average shares:
Basic 36,885 36,729 36,867 36,672
Diluted 46,478 45,153 46,419 45,164
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</TABLE>
The ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

<PAGE>

HEXCEL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
UNAUDITED
----------------------------------
YEAR-TO-DATE ENDED JUNE 30,
(IN THOUSANDS) 1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 37,048 $ 23,361
Reconciliation to net cash provided (used) by operations:
Depreciation and amortization 19,848 18,399
Deferred income taxes 7,276 (1,949)
Business acquisition and consolidation payments (3,147) ( 9,641)
Accrued business acquisition and consolidation expenses - 5,717
Working capital changes and other (38,207) (66,691)
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Net cash provided (used) by operating activities 22,818 (30,804)
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (27,391) (18,090)
Proceeds from sale of an interest in a joint venture - 5,000
Other (750) (1,250)
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Net cash used by investing activities (28,141) (14,340)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (repayments) from the revolving credit facility and short-term debt, net (2,468) 30,196
Proceeds from long-term debt, net 2,439 5,631
Activity under stock plans 2,372 3,044
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Net cash provided by financing activities 2,343 38,871
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Effect of exchange rate changes on cash and cash equivalents 916 1,643
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Net decrease in cash and cash equivalents (2,064) (4,630)
Cash and cash equivalents at beginning of year 9,033 7,975
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Cash and cash equivalents at end of period $ 6,969 $ 3,345
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.

<PAGE>

HEXCEL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE 1 -- BASIS OF ACCOUNTING

The accompanying condensed consolidated financial statements have been
prepared from the unaudited records of Hexcel Corporation and subsidiaries
("Hexcel" or the "Company") in accordance with generally accepted accounting
principles, and, in the opinion of management, include all adjustments necessary
to present fairly the balance sheet of the Company as of June 30, 1998, and the
results of operations for the quarters and year-to-date periods ended June 30,
1998 and 1997, and the cash flows for the year-to-date periods ended June 30,
1998 and 1997. The condensed consolidated balance sheet of the Company as of
December 31, 1997 was derived from the audited 1997 consolidated balance sheet.
Certain information and footnote disclosures normally included in financial
statements have been omitted pursuant to rules and regulations of the Securities
and Exchange Commission. Certain prior quarter amounts in the condensed
consolidated financial statements and notes have been reclassified to conform to
the 1998 presentation. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's 1997 Annual Report on Form 10-K.

NOTE 2 -- PROPOSED BUSINESS ACQUISITION

On July 25, 1998, the Company entered into an agreement to acquire
certain of the assets and operating liabilities of Clark-Schwebel, Inc.
("C-S") in exchange for $453,000 in cash. The seller, Stamford CS
Acquisition Corp., will retain property, plant and equipment, valued at
$60,000, that will be leased to the Company pursuant to a 10 year capital
lease (such leased properties, together with the acquired assets and
operating liabilities, constitute the "C-S Business"). Hexcel will have an
option to acquire the leased properties at a predetermined price.

C-S is engaged in the manufacturing and sale of high-quality fiber glass
fabrics, which are used in printed circuit boards found in electronic
products, including computers, cellular telephones, televisions, automobiles
and home appliances. C-S also produces high performance specialty products
for use in insulation, filtration, wall and facade claddings, ballistics and
reinforcements for composite materials. The C-S Business operates four
manufacturing facilities in the southeastern U.S. and has approximately 1,300
full time employees. In addition, the C-S Business has significant equity
ownership positions in three joint ventures:

- a 43.6% share in CS-Interglas AG, headquartered in Germany, together
with a fixed-price option to increase its interest in CS-Interglas AG
to about 84%;
- a 43.3% share in Asahi-Schwebel Co., Ltd., headquartered in Japan,
which in turn has its own joint venture with Allied Signal in Taiwan;
and
- a 50% share in Clark-Schwebel Tech-Fab Company, headquartered in
the U.S.

CS-Interglas and Asahi-Schwebel are fiber glass fabric producers serving
the European and Asian electronics and telecommunications industries. In
addition, CS-Interglas and Asahi-Schwebel have announced plans to build and
operate a jointly owned facility in the Philippines to serve the printed
circuit board laminating market in Southeast Asia. Clark-Schwebel Tech-Fab
manufactures non-woven materials for roofing, construction and other
speciality applications.

Annual 1997 sales of the C-S Business were approximately $240,000,
excluding sales from the joint ventures which were accounted for under the
equity method. The joint ventures had combined 1997 sales of approximately
$328,000.

6
<PAGE>

In connection with the proposed acquisition of the C-S Business, the
Company has entered into a commitment letter for a new credit facility which
will provide borrowing capacity of up to $925,000. Borrowings under this new
facility are expected to be used to fund the purchase of the C-S Business,
including the exercise of the CS-Interglas option, to refinance the Company's
existing revolving credit facility, and to provide for ongoing working capital
and other financing requirements of the Company.

The proposed acquisition of the C-S Business, which will be accounted
for using the purchase method, is expected to be completed by the end of the
third quarter of 1998, subject to certain conditions, including antitrust and
other regulatory clearances.

NOTE 3 -- INVENTORIES

Inventories as of June 30, 1998 and December 31, 1997 were:
<TABLE>
<CAPTION>
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6/30/98 12/31/97
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<S> <C> <C>
Raw materials $102,008 $ 90,429
Work in progress 49,855 47,953
Finished goods 31,394 26,939
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Total inventories $183,257 $165,321
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</TABLE>

NOTE 4 -- NOTES PAYABLE, CAPITAL LEASE OBLIGATIONS AND INDEBTEDNESS TO RELATED
PARTIES

Notes payable, capital lease obligations and indebtedness to related
parties as of June 30, 1998 and December 31, 1997 were:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
6/30/98 12/31/97
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revolving credit facility $154,939 $158,267
European credit and overdraft facilities 16,910 13,909
Convertible subordinated notes, due 2003 114,450 114,450
Convertible subordinated debentures, due 2011 25,625 25,625
Various notes payable 547 680
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Total notes payable 312,471 312,931
Capital lease obligations 5,403 5,473
Senior subordinated notes payable to various wholly-owned
subsidiaries of Ciba Specialty Chemicals Corp., who beneficially
owns 48.8% of the Company's outstanding stock, net of unamortized
discount of $2,017 and $2,233 as of June 30, 1998 and December 31,
1997, respectively 35,459 34,967
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Total notes payable, capital lease obligations and
indebtedness to related parties $353,333 $353,371
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Notes payable and current maturities of long-term liabilities $ 16,055 $ 13,858
Long-term notes payable and capital lease obligations,
less current maturities 301,819 304,546
Indebtedness to related parties 35,459 34,967
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Total notes payable, capital lease obligations and
indebtedness to related parties $353,333 $353,371
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</TABLE>

<PAGE>

REVOLVING CREDIT FACILITY

The Company's Revolving Credit Facility, which was amended and restated
on March 5, 1998, provides for borrowing capacity of up to $355,000.
Depending on certain predetermined ratios and other conditions, interest on
outstanding borrowings under the Revolving Credit Facility is computed at an
annual rate ranging from approximately 0.3 to 1.1% in excess of the
applicable London interbank rate or, at the option of Hexcel, at the base
rate of the administrative agent for the lenders. In addition, the Revolving
Credit Facility is subject to a commitment fee ranging from approximately 0.2
to 0.4% per annum of the total facility.

The Revolving Credit Facility is secured by a pledge of stock of
certain of Hexcel's subsidiaries. In addition, the Company is subject to
various financial covenants and restrictions, and is generally prohibited
from paying dividends or redeeming capital stock. The Revolving Credit
Facility expires in March 2003.

In connection with the proposed acquisition of the C-S Business (see
Note 2), Hexcel has entered into a commitment letter for a new credit
facility which will provide borrowing capacity of up to $925,000. Borrowings
under this new facility are expected to be used to fund the purchase of the
C-S Business, including the exercise of the CS-Interglas option, to refinance
the Company's existing Revolving Credit Facility, and to provide for ongoing
working capital and other financing requirements of the Company.

Prior to the March 5, 1998 amendment and restatement, the Revolving
Credit Facility provided up to $254,600 of borrowing capacity. Interest on
outstanding borrowings was computed at an annual rate of 0.4% in excess of
the applicable London interbank rate or, at the option of Hexcel, at the base
rate of the administrative agent for the lenders. In addition, the Revolving
Credit Facility was subject to a commitment fee of approximately 0.2% per
annum on the outstanding face amount of letters of credit and was subject to
various financial covenants and restrictions. The Revolving Credit Facility,
prior to the amendment and restatement, would have expired February 1999.

NOTE 5 -- BUSINESS ACQUISITION AND CONSOLIDATION EXPENSES

In 1996, Hexcel announced plans to consolidate the Company's operations
over a period of three years. The objective of the program was to integrate
acquired assets and operations into Hexcel, and to reorganize the Company's
manufacturing and research activities around strategic centers dedicated to
select product technologies. The business consolidation program was also
intended to eliminate excess manufacturing capacity and redundant
administrative functions.

As of June 30, 1998, the primary remaining activities of the business
consolidation program relate to the Company's European operations and the
installation and customer qualifications of equipment transferred from the
Anaheim facility to other U.S. locations. These qualification requirements
increase the complexity, cost and time of moving equipment and rationalizing
manufacturing activities. As a result, the Company continues to expect that
the business consolidation program will take to the end of 1998 to complete.
Total expenses for the business consolidation program, which remains
unchanged since December 31, 1997, were $54,700. The Company anticipates no
significant additional expenses in relation to this program. As of December
31, 1997 and June 30, 1998, accrued business consolidation costs,
representing estimated cash expenditures remaining to complete the program,
were approximately $12,000 and $9,000, respectively.

This business consolidation program does not include any activities
that may result from the Company's proposed acquisition of the C-S Business.

<PAGE>

NOTE 6 -- PROVISION FOR INCOME TAXES

The effective income tax rate for the year-to-date periods ended June
30, 1998 and 1997 was 36% and 20%, respectively. The 1997 results benefited
from using loss carryforwards to offset U.S. federal income taxes. The
Company had previously provided a reserve for its U.S. deferred tax assets,
thus the tax benefit for using loss carryforwards was recorded when realized.
The reserve for U.S. deferred tax assets was subsequently reversed in the
third quarter of 1997.

NOTE 7 -- EARNINGS PER SHARE

Computations of basic and diluted earnings per share are as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
QUARTER ENDED JUNE 30, YEAR-TO-DATE ENDED JUNE 30,
1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Basic earnings per share:
Net income $19,978 $15,135 $37,048 $23,361
Weighted average common shares outstanding 36,885 36,729 36,867 36,672
- -------------------------------------------------------------------------------------------------------------------
Basic earnings per share $ 0.54 $ 0.41 $ 1.00 $ 0.64
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Diluted earnings per share:
Net income $19,978 $15,135 $37,048 $23,361
Effect of dilutive securities -
Senior Subordinated Notes, due 2003 1,272 1,998 2,544 3,952
Senior Subordinated Debentures, due 2011 278 - 556 -
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Adjusted net income $21,528 $17,133 $40,148 $27,313
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Weighted average common shares outstanding 36,885 36,729 36,867 36,672
Effect of dilutive securities -
Stock options 1,520 1,183 1,479 1,251
Senior Subordinated Notes, due 2003 7,239 7,241 7,239 7,241
Senior Subordinated Debentures, due 2011 834 - 834 -
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Adjusted weighted average common shares outstanding 46,478 45,153 46,419 45,164
- -------------------------------------------------------------------------------------------------------------------
Diluted earnings per share $ 0.46 $ 0.38 $ 0.86 $ 0.60
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
The Convertible Subordinated Debentures, due 2011, were excluded from the
1997 computations of diluted earnings per share, as they were antidilutive.
Substantially all of the Company's stock options were included in the
calculations of diluted earnings per share.

NOTE 8 -- COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for reporting comprehensive income and its
components, including presentation in an annual financial statement that is
displayed with the same prominence as other annual financial statements.
Various components of comprehensive income may for example, consist of
foreign currency items, minimum pension liability adjustments and unrealized
gains and losses on certain investments classified as available-for-sale.

<PAGE>

The Company's total comprehensive income was as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
QUARTER ENDED JUNE 30, YEAR-TO-DATE ENDED JUNE 30,
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $19,978 $15,135 $37,048 $23,361
Currency translation adjustment 1,257 (2,997) (316) (8,326)
- ---------------------------------------------------------------------------------------------------------
Total comprehensive income $21,235 $12,138 $36,732 $15,035
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</TABLE>

10
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

BUSINESS OVERVIEW AND OUTLOOK
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
QUARTER ENDED JUNE 30, YEAR-TO-DATE ENDED JUNE 30,
(In millions, except per share data) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $273.5 $241.6 $530.3 $455.6
Gross margin % 26.0% 23.9% 25.9% 23.0%
Adjusted operating income % (a) 13.9% 11.3% 13.6% 10.2%
Adjusted EBITDA (b) $48.0 $37.3 $91.8 $65.0
Net income $20.0 $15.1 $37.0 $23.4
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Diluted earnings per share $0.46 $0.38 $0.86 $0.60
Pro forma diluted earnings per share (c) $0.46 $0.33 $0.86 $0.56
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes business acquisition and consolidation expenses incurred in 1997
(b) Excludes business acquisition and consolidation expenses incurred in 1997,
and interest, taxes, depreciation and amortization
(c) Excludes business acquisition and consolidation expenses incurred in 1997,
and assumes a US tax provision of 36% on a pro forma basis

Sales, operating income and EBITDA all reached record levels in the
second quarter of 1998 as the Company continued to benefit from a strong
commercial aerospace market, advances in manufacturing productivity,
improvements from its business consolidation program and the capacity
expansion of its Fibers business. Gross margin percentage increased for the
seventh consecutive quarter and reached a record 26.0%, which led to
operating income of 13.9% of sales, and return on net assets (operating
income divided by capital employed, "RONA") for the second quarter of 1998 of
24.7%.

Looking forward, as commercial aerospace delivery rates begin to
flatten, the Company expects that sales to The Boeing Company ("Boeing"),
Airbus Industrie ("Airbus"), and their subcontractors may start leveling off
at or near current rates. With the leveling off in demand, the Company must
meet the added challenge of its customers' need for lower cost products,
which will allow them to reduce the total cost of the airplanes they produce.
Further, the Company anticipates experiencing weaker than previously expected
demand in the second half of the year for products from customers who produce
commercial satellites, athletic shoes, golf club shafts and printed circuit
board laminates. As a result, the Company is intensifying its efforts to
reduce its cost structure and improve productivity. One of the primary
drivers behind this effort will be "Lean Enterprise" initiatives, which are
being progressively implemented in all of the Company's facilities. While
the efforts of "Lean" activities are already showing benefits, it will take
several years to achieve the full benefits at all locations.

PROPOSED BUSINESS ACQUISITION

On July 25, 1998, the Company entered into an agreement to acquire
certain of the assets and operating liabilities of Clark-Schwebel, Inc.
("C-S") in exchange for $453 million in cash. The seller, Stamford CS
Acquisition Corp., will retain property, plant and equipment, valued at $60
million, that will be leased to the Company pursuant to a 10 year capital
lease (such leased properties, together with the acquired assets and
operating liabilities, constitute the "C-S Business"). Hexcel will have an
option to acquire the leased properties at a predetermined price.

C-S is engaged in the manufacturing and sale of high-quality fiber glass
fabrics, which are used in printed circuit boards found in electronic
products, including computers, cellular telephones, televisions, automobiles
and home appliances. C-S also produces high performance specialty fabrics for
use in insulation, filtration, wall and facade claddings, ballistics and
reinforcements for composite materials. The C-S Business operates four
manufacturing facilities in the southeastern U.S. and has approximately 1,300
full time employees. In addition, the C-S Business has significant equity
ownership positions in three joint ventures:

CS-Interglas and Asahi-Schwebel are fiber glass fabric producers serving
the European and Asia electronics and telecommunications industries. In
addition, CS-Interglas and Asahi-Schwebel have announced plans to build and
operate a jointly owned facility in the Philippines to serve the printed
circuit board laminating market in Southeast Asia. Clark-Schwebel Tech-Fab
manufactures non-woven materials for roofing, construction and other
speciality applications.

Annual 1997 sales of the C-S Business were approximately $240 million,
excluding sales from the joint ventures which were accounted for under the
equity method. The joint ventures had combined 1997 sales of approximately $328
million.

This transaction is an important step towards achieving the Company's
recently announced medium term objectives. The proposed acquisition of the
C-S Business will add substantially to the Company's revenue base and
contribute to achieving the Company's 2001 profitability goals. Most
importantly, the proposed acquisition represents a platform for growth
associated with the electronics and telecommunications industries that will
compliment the Company's existing strong commercial aerospace and space and
defense businesses. Specifically, the Company believes that the trend towards
using more and higher quality electronic components in telecommunications,
computers and many other applications makes this an attractive business
segment for Hexcel. In addition, the transaction will diversify the Company's
business base by increasing, on a pro-forma basis, sales to markets other
than commercial aerospace to about 50% from about 35% of total sales.

In connection with the proposed acquisition of the C-S Business, the
Company has entered into a commitment letter for a new credit facility which
will provide borrowing capacity of up to $925 million. Borrowings under this
new facility are expected to be used to fund the purchase of the C-S
Business, including the exercise of the CS-Interglas fixed-price option, to
refinance the Company's existing revolving credit facility, and to provide
for ongoing working capital and other financing requirements of the Company.

The Company intends to continue to make strategic acquisitions and enter
into alliances that will make it a stronger, more effective supplier to
advanced materials customers throughout the world.

Further discussion on the Company's second quarter 1998 results and the
proposed acquisition of the C-S Business may be found in the Company's press
releases dated July 20, 1998 and July 26, 1998, respectively, and in its Form
8-K filed on July 30, 1998.

<PAGE>

RESULTS OF OPERATIONS

NET SALES: The following table summarizes net sales to third-party
customers by product group and market segment for the quarters ended June 30,
1998 and 1997:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
COMMERCIAL SPACE & GENERAL
(In millions) AEROSPACE DEFENSE RECREATION INDUSTRIAL TOTAL
- --------------------------------------------------------------------------------------------------------------
SECOND QUARTER 1998 NET SALES
<S> <C> <C> <C> <C> <C>
Fibers and Fabrics $ 7.0 $ 1.6 $ 5.9 $30.9 $ 45.4
Composite Materials 119.1 23.0 12.6 13.6 168.3
Engineered Products 57.5 2.3 - - 59.8
- --------------------------------------------------------------------------------------------------------------
Total $183.6 $26.9 $18.5 $44.5 $273.5
67% 10% 7% 16% 100%
- --------------------------------------------------------------------------------------------------------------
SECOND QUARTER 1997 NET SALES
Fibers and Fabrics $ 5.0 $ 2.7 $ 3.0 $33.0 $ 43.7
Composite Materials 101.1 18.0 17.4 18.5 155.0
Engineered Products 40.8 2.1 - - 42.9
- --------------------------------------------------------------------------------------------------------------
Total $146.9 $22.8 $20.4 $51.5 $241.6
61% 9% 8% 22% 100%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>

Net sales for the second quarter of 1998 increased by 13.2% to $273.5
million, from $241.6 million for the second quarter of 1997. The sales growth
was primarily due to strong sales of composite products to the commercial
aerospace and space and defense markets in both the U.S. and Europe, as well as
sales of engineered products. The increase was partially offset by the
translation effects of a strengthening U.S. dollar on European revenues. On a
constant currency basis, second quarter 1998 sales would have been about $4
million higher than reported, a 14.7% increase over the second quarter of 1997.

Commercial aerospace sales increased to $183.6 million for the second
quarter of 1998, from $146.9 million for the second quarter of 1997, an
increase of 25%. Approximately 46% of Hexcel's 1997 net sales were to Boeing,
Airbus, and related subcontractors. The Company sells material on every model
of commercial aircraft sold by Boeing and Airbus, with sales per aircraft
ranging from $0.2 million to over $1.0 million per aircraft on the Boeing
777. Industry forecasts indicate that Boeing (7-series) and Airbus
deliveries over the next few years are commencing to level off from current
record rates. Depending on the product, orders placed with Hexcel are
received anywhere between one and eighteen months prior to delivery of the
aircraft to the customer. As a result, the Company is expecting that sales
in this segment will also start leveling off from today's record levels.

Space and defense net sales for the second quarter of 1998 increased 18%
to $26.9 million, from $22.8 million for the second quarter of 1997. The
increase reflects improved sales of composite materials to select military
programs as well as the Company's acquisition of Fiberite, Inc.'s satellite
business on September 30, 1997.

Recreation net sales declined modestly as compared to the second quarter
of 1997, primarily due to reduced demand for products from customers who
produce athletic shoes. The 14% decrease in general industrial net sales was
largely due to the shift in emphasis of production to the commercial
aerospace and space and defense markets as a result of the increased demand.

Since early 1997, the availability of certain carbon fibers, an
important raw material in manufacturing advanced structural materials, had
been insufficient to satisfy worldwide demand. Also, in early 1997, carbon
fiber manufacturers, including the Company, announced plans to increase
carbon fiber production capacity. The Company was able, through its own
production capacity as well as through purchases from suppliers, to meet its

<PAGE>

aerospace customers' carbon fibers requirements. In late 1997, the Company
substantially completed a $16 million carbon fiber capacity expansion program
which increased the Company's capacity by 50%. The Company now believes that
there is sufficient capacity to satisfy worldwide demand for carbon fibers.
However, due to the mix or timing of customer requirements and the time it
may take to qualify alternative sources, the Company may not be able to
satisfy all of its customers' requirements on all occasions.

BACKLOG: The following tables summarize the backlog of orders to be
delivered within twelve months, by product group as of June 30, 1998,
December 31, 1997 and June 30, 1997:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
RECREATION &
(IN MILLIONS) AEROSPACE(1) INDUSTRIAL TOTAL
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AS OF JUNE 30, 1998
Fibers and Fabrics $25.5 $23.8 $49.3
Composite Materials 263.1 21.2 284.3
Engineered Products 168.3 0.6 168.9
- --------------------------------------------------------------------------------
Total $456.9 $45.6 $502.5
- --------------------------------------------------------------------------------
AS OF DECEMBER 31, 1997
Fibers and Fabrics $33.3 $24.4 $57.7
Composite Materials 273.2 19.1 292.3
Engineered Products 170.0 - 170.0
- --------------------------------------------------------------------------------
Total $476.5 $43.5 $520.0
- --------------------------------------------------------------------------------
AS OF JUNE 30, 1997
Fibers and Fabrics $20.5 $35.8 $56.3
Composite Materials 256.7 33.6 290.3
Engineered Products 150.4 0.5 150.9
- --------------------------------------------------------------------------------
Total $427.6 $69.9 $497.5
- --------------------------------------------------------------------------------
</TABLE>
(1) Includes both commercial aerospace and space and defense markets

Backlog for aerospace materials was $456.9 million as of June 30, 1998,
a 4% decrease over backlog as of December 31, 1997 and a 7% increase over
backlog as of June 30, 1997. The decrease in backlog from the December 31,
1997 balance reflects the practice of placing orders annually for a calendar
year, the slowdown in commercial aerospace market growth and a continuing
trend toward shorter lead times. The increase in backlog as compared to June
30, 1997 balances reflects a quarter-over-quarter growth in the commercial
aerospace market. The Company continues to closely watch the economic
situation in Asia, along with overall aircraft orders and production trends,
to monitor future growth.

Backlog for the recreation and industrial markets remained relatively
stable as of June 30, 1998 at $45.6 million from $43.5 million as of December
31, 1997. The backlog was 35% lower than backlog as of June 30, 1997, which
is primarily attributable to a decrease in orders from European rail and
energy customers and a weakening in demand for products from customers who
produce athletic shoes, golf club shafts and printed circuit board laminates.
Customers in the recreational and industrial markets in general, operate with
little advance purchasing and thus, backlog is subject to certain
fluctuations. The Company's backlog for the next twelve months is therefore
not necessarily a meaningful indicator of future sales.

GROSS MARGIN: Gross margin for the second quarter of 1998 was $71.2
million, or 26.0% of net sales, compared with $57.8 million, or 23.9% of net
sales, for the second quarter of 1997. The improvement over the second
quarter of 1997 reflects higher sales volume, continued advances in
manufacturing productivity and the expansion of the Company's carbon fiber
manufacturing capacity. The Company anticipates its gross margin percentage
will level off as the current business consolidation

<PAGE>

program reaches completion and commercial aerospace growth flattens. The
Company is, however, pursuing efforts to reduce its cost structure and
increase its productivity through its "Lean Enterprise" initiatives, which
will extend to all U.S. locations by year end and to the European facilities
in 1999. The expected improvement in cost and productivity should offset
customer demands for reductions in the total cost of products that they
purchase from the Company. The Company anticipates that it will take several
years to realize the full benefit of these initiatives.

OPERATING INCOME: Operating income was $38.2 million in the second
quarter of 1998, or 13.9% of net sales, compared with $24.5 million in the
second quarter of 1997 or 10.1% of net sales. The aggregate increase in
operating income reflects the higher sales volume, improved gross margins and
a $2.8 million decrease in business acquisition and consolidation expenses
over the second quarter of 1997. Offsetting the latter, are increases in
selling, general and administrative ("SG&A") and research and technology
("R&T") expenses. SG&A expenses were $27.2 million, or 9.9% of net sales for
the second quarter of 1998, compared with $25.6 million, or 10.6% of net
sales for the second quarter of 1997. The increase in SG&A expenses
primarily reflects higher sales levels. R&T expenses were $5.9 million, or
2.2% of net sales for the second quarter of 1998, compared with $4.9 million,
or 2.0% of net sales for the second quarter of 1997.

PROVISION FOR INCOME TAXES: The effective income tax rate for the second
quarter of 1998 was 36%, compared with 19% for the second quarter of 1997.
The 1997 second quarter results benefited from using loss carryforwards to
offset U.S. federal income taxes. The Company had previously provided a
reserve for its U.S. deferred tax assets, which was subsequently reversed in
the third quarter of 1997. Going forward, the Company expects that its U.S.
income tax rate will approximate the statutory rate.

NET INCOME AND EARNINGS PER SHARE: Net income for the second quarter
of 1998 was $20.0 million, or $0.46 per diluted share, compared with net
income for the second quarter of 1997 of $15.1 million, or $0.38 per diluted
share. Excluding business acquisition and consolidation expenses of $2.8
million and assuming an income tax rate of 36% on U.S. pretax income on a pro
forma basis, diluted earnings per share for the second quarter of 1997 would
have been $0.33.

There were 46.5 million diluted weighted average shares outstanding
during the second quarter of 1998, versus 45.2 million during the second
quarter of 1997. The quarter-over-quarter increase in the number of diluted
weighted average shares is primarily attributable to the inclusion in the
1998 period of 0.8 million of potential common shares relating to the $25.6
million Convertible Subordinated Debentures, due 2011, which were
antidilutive in the 1997 period. Refer to Note 7 of the accompanying
condensed consolidated financial statements for the calculation and the
number of shares used for diluted earnings per share.

YEAR-TO-DATE

NET SALES AND GROSS MARGIN: Net sales for the first half of 1998 were
$530.3 million, compared with $455.6 million for the first half of 1997.
Gross margin for the first half of 1998 was $137.3 million, or 25.9% of
sales, versus gross margin of $104.7 million, or 23.0% of sales, for the
same period in 1997. These increases primarily reflect the same factors
noted above. On a constant currency basis, first half 1998 sales would have
been about $11 million higher than reported, an 18.8% increase over the
second half of 1997.

<PAGE>

The following table summarizes net sales to third-party customers by
product group and market segment for the year-to-date period ended June 30,
1998 and 1997:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
COMMERCIAL SPACE & GENERAL
(IN MILLIONS) AEROSPACE DEFENSE RECREATION INDUSTRIAL TOTAL
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year-to-Date Ended June 30, 1998
Fibers and Fabrics $12.7 $7.9 $14.1 $53.6 $88.3
Composite Materials 237.2 41.6 23.0 28.3 330.1
Engineered Products 105.9 5.1 - 0.8 111.8
- ----------------------------------------------------------------------------------------------------
Total $355.8 $54.6 $37.1 $82.7 $530.2
67% 10% 7% 16% 100%
- ----------------------------------------------------------------------------------------------------
Year-to-Date Ended June 30, 1997
Fibers and Fabrics $13.8 $6.0 $4.5 $62.8 $87.1
Composite Materials 192.7 30.3 32.4 32.6 288.0
Engineered Products 74.0 5.1 - 1.4 80.5
- ----------------------------------------------------------------------------------------------------
Total $280.5 $41.4 $36.9 $96.8 $455.6
62% 9% 8% 21% 100%
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

OPERATING INCOME: Operating income for the first six months of 1998 was
$71.9 million, compared with $40.9 million for the same period in 1997.
Excluding business acquisition and consolidation expenses of $5.7 million
incurred in the first half of 1997, the improvement in operating income is
the result of higher sales volume and improved gross margins, partially
offset by increases in SG&A and R&T expenses. SG&A expenses were $54.4
million, or 10.3% of sales, for the first half of 1998, compared to $49.4
million, or 10.8% of sales, for the same period in 1997. The increase in
SG&A expenses is the result of higher sales volume. R&T expenses were $11.1
million, or 2.1% of sales, for the first half of 1998, compared to $8.7
million, or 1.9% of sales, for the comparable 1997 period.

PROVISION FOR INCOME TAXES: The effective income tax rate for the first
half of 1998 was 36%, compared with 20% for the first half of 1997. The 1997
results benefited from using loss carryforwards to offset U.S. federal income
taxes. The Company had previously provided a reserve for its U.S. deferred
tax assets, which was subsequently reversed in the third quarter of 1997.
Going forward, the Company expects that its U.S. income tax rate will
approximate the statutory rate.

NET INCOME AND EARNINGS PER SHARE: The 1998 year-to-date net income was
$37.0 million, or $0.86 per diluted share, versus $23.4 million, or $0.60 per
diluted share, for the comparable period of 1997. Excluding business
acquisition and consolidation expenses of $5.7 million and assuming an income
tax rate of 36% on U.S. pretax income on a pro forma basis, net income for
the first half of 1997 would have been $0.56 per diluted share.

There were approximately 46.4 million diluted weighted average shares
outstanding during the first half of 1998, versus 45.2 million during the
first half of 1997. The difference in the number of diluted weighted average
shares reflects the inclusion in the 1998 period of 0.8 million of potential
common shares relating to the $25.6 million Convertible Subordinated
Debentures, due 2011, which were antidilutive in the 1997 period. Refer to
Note 7 to the accompanying condensed consolidated financial statements for
the calculation and the number of shares used for diluted earnings per share.

<PAGE>
FINANCIAL CONDITION AND LIQUIDITY

REVOLVING CREDIT FACILITY

On March 5, 1998, the Company amended and restated its Revolving Credit
Facility (the "Amended Facility"). The Amended Facility provides for
approximately $100 million in increased borrowing capacity to $355 million,
an extension of the expiration date by four years to March 2003 and more
flexibility as to the use of the borrowings than the Company's prior
facility. The Company continues to be subject to various financial covenants
and restrictions, and is generally prohibited from paying dividends or
redeeming capital stock.

In connection with the proposed acquisition of the C-S Business, Hexcel
has entered into a commitment letter for a new credit facility which will
provide borrowing capacity of up to $925 million. Borrowings under this new
facility are expected to be used to fund the purchase of the C-S Business,
including the exercise of the CS-Interglas option, to refinance the Company's
existing Revolving Credit Facility, and to provide for ongoing working
capital and other financing requirements of the Company.

The Company expects that the financial resources of Hexcel, including
the proposed acquisition of the C-S Business and its related financing, will
be sufficient to fund the Company's worldwide operations for the foreseeable
future. Further discussion of the Company's financial resources is contained
in Note 4 to the accompanying condensed consolidated financial statements.

STOCK BUYBACK PLAN

On August 5, 1998, the Board of Directors approved a plan to repurchase
up to $10 million of the Company's common stock. The Board of Directors may
also approve additional stock buybacks from time to time subject to the terms
and conditions of the Company's credit agreements. The purchases will be made
in the open market at prevailing prices or in privately negotiated
transactions at then prevailing prices.

EBITDA AND CASH FLOWS

FIRST HALF, 1998: Adjusted EBITDA was $91.8 million, a 41% increase over
the first half of 1997. Net cash provided by operating activities was $22.8
million, as increased working capital of $38.2 million and restructuring
payments of $3.1 million partially offset $37.0 million of net income and
$27.1 million of non-cash depreciation and amortization and deferred income
taxes. The increase in working capital reflects higher levels of accounts
receivable and inventory due to higher sales volume, as well as reductions in
accrued liabilities from peak year-end levels, primarily due to the payment
of obligations in 1998 for capital projects and employee incentive and
benefit programs incurred during 1997.

Net cash used for investing activities was $28.1 million, primarily
reflecting $27.4 million of capital expenditures. Net cash provided by
financing activities totaled $2.3 million.

FIRST HALF, 1997: Adjusted EBITDA was $65.0 million. Net cash used by
operating activities was $30.8 million, as $66.7 million of increased working
capital attributable to higher sales volume more than offset $23.4 million of
net income and $16.5 million of non-cash depreciation and amortization and
deferred income taxes. The substantial increase in working capital reflects
higher levels of accounts receivable and inventory resulting from increased
sales and production volumes. The working capital increase also reflects
reductions in accrued liabilities from seasonally high year-end levels.

Net cash used for investing activities was $14.3 million, reflecting
$18.1 million of capital expenditures partially offset by the receipt of $5.0
million in connection with the sale of a 50% equity interest in a joint
venture. Net cash provided by financing activities, including borrowings
under the Revolving Credit Facility, totaled $38.9 million.

Adjusted EBITDA has been presented to provide a measure of Hexcel's
operating performance that is commonly used by investors and financial
analysts to analyze and compare companies. Adjusted EBITDA does not
represent an alternative measure of the Company's cash flows or operating
income, and should not be considered in isolation or as a substitute for
measures of performance presented in accordance with generally accepted
accounting principles.
16
<PAGE>

CAPITAL EXPENDITURES

Capital expenditures totaled $27.4 million for the first half of 1998
compared to $18.1 million for the first half of 1997. The increase primarily
reflects expenditures on new manufacturing equipment necessary to both
improve manufacturing processes and expand production capacity for select
product lines that are in high demand.

BUSINESS CONSOLIDATION

As of June 30, 1998, the primary remaining activities of the business
consolidation program relate to the Company's European operations and the
installation and customer qualifications of equipment transferred from the
Anaheim facility to other U.S. locations. These qualification requirements
increase the complexity, cost and time of moving equipment and rationalizing
manufacturing activities. As a result, the Company continues to expect that
the business consolidation program will take to the end of 1998 to complete.
Total expenses for the business consolidation program, which remains
unchanged since December 31, 1997, were $54.7 million. The Company
anticipates no significant additional expenses in relation to this program.
As of June 30, 1998, accrued business consolidation costs, representing
estimated cash expenditures remaining to complete the program, were $9.0
million.

This business consolidation program does not include any activities that
may result from the Company's proposed acquisition of the C-S Business.

YEAR 2000

Hexcel, like most other companies, is evaluating whether its information
technology ("IT") systems and non-IT devices with embedded microprocessors
("non-IT devices") will recognize and process dates starting with the year 2000
and beyond (the "Year 2000 issue"). The Company has established a central
Year 2000 issue project office to coordinate the identification, evaluation
and implementation of changes as well as other matters relating to this
issue. The Company is using external consulting services, where appropriate,
as part of its efforts to inventory IT systems and non-IT devices potentially
affected as well as to evaluate which actions should be taken. To date,
certain of the Company's IT systems have already been certified by their
applicable manufacturers to be Year 2000 compliant. The Company is also in
the process of surveying its customers and suppliers as to their plans and
efforts to address their respective Year 2000 issues.

The Company presently believes that, with modifications to existing IT
systems and non-IT devices and conversion to new or upgraded software and
other systems, the Year 2000 issue will not pose significant operational
problems for the Company. However, if such modifications and conversions are
not completed in a timely manner, or the Company's customers and suppliers do
not successfully address their respective Year 2000 issues, the Year 2000
issue may have a material impact on the operations of the Company. With the
Company's evaluation of its IT systems and non-IT devices still in progress,
the total cost of compliance, in excess of the normal cost of software
upgrades and replacements, has not yet been determined. Nevertheless, the
cost of compliance is not expected to be material to the Company's financial
position. Amounts expensed as of June 30, 1998 were immaterial.

17
<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". Effective for
fiscal years beginning after December 15, 1998, this SOP requires that
entities capitalize certain internal-use software costs once certain criteria
are met. The Company does not expect SOP 98-1 to have a material impact on
its consolidated financial statements.

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of
Start-Up Activities". Effective for fiscal years beginning after December
15, 1998, this SOP requires start-up activities and organization costs be
expensed as incurred. The Company does not expect SOP 98-5 to have a material
impact on its consolidated financial statements.

In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). This Statement requires companies to record derivatives on
the balance sheet as assets and liabilities, measured at fair value. Gains
or losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. SFAS 133 is not expected to have a material impact on
Hexcel's consolidated financial statements. This Statement is effective for
fiscal years beginning after June 15, 1999. Hexcel will adopt this
accounting standard as required by January 1, 2000.

RISKS, UNCERTAINTIES AND OTHER FACTORS WITH RESPECT TO "FORWARD-LOOKING
STATEMENTS"

Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," that are not of historical
fact, constitute "forward-looking statements". Such forward-looking
statements include, but are not limited to: (a) consummation of the proposed
C-S Business acquisition, including the related financing and the exercise of
the CS-Interglas option; (b) revenue and growth objectives, including
increasing sales to non-commercial aerospace markets as well as the execution
of strategic acquisitions or other business combinations; (c) estimates of
commercial aerospace growth, including leveling off of deliveries by Boeing
and Airbus; (d) expectations regarding demand for products from customers who
produce commercial satellites, athletic shoes, golf club shafts and printed
circuit board laminates; (e) expectations regarding sales growth, sales mix,
gross margins, manufacturing productivity, and capital expenditures; (f)
expectations regarding Hexcel's financial condition and liquidity, as well as
future cash flows; (g) the estimated total cost of the Company's business
consolidation program and the estimated amount of cash expenditures to
complete the program; and (h) the Year 2000 issue.

Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be
materially different. Such factors include, but are not limited to, the
following: the consummation, assimilation and integration of the proposed C-S
Business acquisition, without disruption to manufacturing, marketing and
distribution activities; ability to identify and successfully consummate
other acquisitions and secure related financing; general economic and
business conditions; changes in political, social and economic conditions and
local regulations, particularly in Asia and Europe; foreign currency
fluctuations; changes in aerospace build rates; the loss of any significant
customers, particularly Boeing or Airbus; changes in sales mix; changes in
government defense procurement budgets; changes in current pricing levels;
technology; industry capacity; competition; availability of carbon fiber;
disruptions of established supply channels; manufacturing capacity
constraints; the availability, terms and deployment of capital; and the
ability of the Company to accurately estimate the cost of systems preparation
and successful implementation for Year 2000 compliance. Additional
information regarding these factors is contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.

<PAGE>

PART II. OTHER INFORMATION

HEXCEL CORPORATION AND SUBSIDIARIES

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders of the Company was held on May 21,
1998 (the "Meeting") in Stamford, Connecticut. Stockholders holding
36,251,842 shares of Hexcel common stock were present at the Meeting, either
in person or by proxy, constituting a quorum. The following matters were
submitted to the Company's stockholders for a vote at the Meeting, with the
results of the vote indicated:

(1) Each of the nine nominees to the Board of Directors was elected by the
stockholders to serve as directors until the next annual meeting of
stockholders and until their successors are duly elected and qualified:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD

<S> <C> <C>
John M. D. Cheesmond 36,198,622 53,220
Marshall S. Geller 36,197,202 54,640
John J. Lee 36,200,025 51,817
Stanley Sherman 36,199,502 52,340
Martin L. Solomon 36,199,725 52,117
George S. Springer 36,200,025 51,817
Joseph T. Sullivan 36,200,025 51,817
Hermann Vodicka 36,199,492 52,350
Franklin S. Wimer 36,199,710 52,132
</TABLE>

(2) The stockholders approved the adoption of the Hexcel Corporation
Management Incentive Compensation Plan as described in the Proxy Statement:

<TABLE>
<S> <C>
For: 32,022,518
Against: 982,387
Abstain: 71,048
</TABLE>

Item 5. OTHER MATTERS

Effective July 15, 1998, H.E. Tad Kinne was elected president and
chief operating officer and Stephen C. Forsyth was promoted to
executive vice president and chief financial officer of the Company.
On July 23, 1998, H.E. Tad Kinne was elected to serve as a director
on the Company's Board of Directors.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS:

2.1 Asset Purchase Agreement by and among the Company, Stamford CS
Acquisition Corp., Clark-Schwebel Holdings, Inc. and Clark-Schwebel
Inc., dated July 25, 1998 (incorporated herein by reference to
Exhibit 2.1 of the Company's Current Report on Form 8-K, filed on
July 30, 1998).

10.1 Hexcel Corporation 1998 Broad Based Incentive Stock Plan
(incorporated herein by reference to Exhibit 4.3 of the Company's
Form S-8 filed on June 19, 1998).

10.2 Hexcel Corporation Management Incentive Compensation Plan
(incorporated herein by reference to Annex A of the Company's Proxy
Statement dated April 20, 1998, which was previously filed
electronically).

<PAGE>

10.3 Supplemental Executive Retirement Agreement dated as of May 20,
1998 between Hexcel and John J. Lee.

22.1 The Company's Proxy Statement dated April 20, 1998, containing the
full text of the proposals referred to in Item 4, which was
previously filed electronically, is hereby incorporated by
reference.

27. Financial Data Schedule (electronic filing only).

(b) REPORTS ON FORM 8-K

Current Report on Form 8-K dated July 30, 1998 with respect to the proposed
acquisition of certain assets and operating liabilities of Clark-Schwebel,
Inc.

Current Report on Form 8-K dated August 11, 1998 with respect to the
Company's stock buyback plan.

<PAGE>

SIGNATURE

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

HEXCEL CORPORATION
(Registrant)

August 11, 1998 /s/ Wayne C. Pensky
- ----------------------- ------------------------
(Date) Wayne C. Pensky,
Corporate Controller and
Chief Accounting Officer

<PAGE>

[Execution Copy]

SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT

AGREEMENT made this 20th day of May, 1998, between Hexcel Corporation,
a Delaware corporation (the "Company"), and John J. Lee (the "Executive").

WHEREAS, the Executive is presently employed by the Company as
Chairman of the Board, President and Chief Executive Officer; and

WHEREAS, the Company is willing to provide the Executive with certain
benefits in the event of the retirement from or termination of the Executive's
employment with the Company;

NOW, THEREFORE, in consideration of the continued employment of the
Executive by the Company and the benefits to be derived by the Executive
hereunder, the parties mutually agree as follows:

ARTICLE I

DEFINITIONS

The following terms when used in this Agreement shall have the
designated meaning, unless a different meaning is clearly required by the
context.

1.1 ACTUARIAL EQUIVALENCE. Determinations hereunder of actuarial
value, actuarial equivalence or the like shall be made by the Company's
independent actuary, using the mortality and other applicable actuarial
assumptions specified, from time to time, in the Hexcel Corporation Pension Plan
(the "Pension Plan") or any successor plan thereto; PROVIDED, HOWEVER, that for
the purpose of determining any lump sum amount under this Agreement, or the
amount of reduction to reflect the payment of a special benefit under Section
2.3, actuarial equivalence shall be determined using the interest rate
assumption used in such plan for purposes of calculating lump sum distributions
or for purposes of calculating other forms of benefits, whichever such rate is
lower; and PROVIDED FURTHER, that for purposes of determining actuarial
equivalence with respect to the Executive's deferred compensation account under
Section 5(d) of the Employment

<PAGE>

Agreement, the assumptions set forth in Section 5(d)(i) of the Employment
Agreement shall apply.

1.2 AFFILIATE. Any trade or business, whether or not incorporated,
which at the time of reference (i) controls, is controlled by or is under common
control with the Company within the meaning of section 414(b) or (c) of the
Code, or (ii) is, together with the Company, a member of an affiliated service
group within the meaning of section 414(m) of the Code.

1.3 BOARD. The Board of Directors of the Company.

1.4 CAUSE. Cause shall mean:

1.4.1 The willful and continued failure by the Executive to
substantially perform his duties with the Company (other than any such failure
resulting from the Executive's incapability due to physical or mental illness or
any such actual or anticipated failure after the issuance of a Notice of
Termination by the Executive for Good Reason) after demand for substantial
performance is delivered by the Company that specifically identifies the manner
in which the Company believes the Executive has not substantially performed his
duties; or

1.4.2 The willful engaging by the Executive in misconduct that is
demonstrably and materially injurious to the Company, monetarily or otherwise
including, but not limited to, conduct that constitutes Competitive Activity, as
defined in Section 10 of the Executive's employment agreement, dated February
29, 1996 (the "Employment Agreement"). No act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
without (i) reasonable notice from the Board to the Executive setting forth the
reasons for the Company's intention to terminate for Cause, (ii) delivery to the
Executive of a resolution duly adopted by the affirmative vote of two-thirds or
more of the Board then in office (excluding the Executive) at a meeting of the
Board called and held for such purpose, finding that in the good faith opinion
of the Board, the Executive was guilty of the conduct herein set forth and
specifying the particulars thereof in detail, (iii) an opportunity for the
Executive, together with his counsel, to be heard before the Board, and (iv)
delivery to the Executive of a Notice of Termination from the Board specifying
the particulars thereof in detail.

1.5 CHANGE IN CONTROL. For purposes of this Agreement, Change in
Control shall mean the first to occur of the following events:

1.5.1 (i) Any person (as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in
Sections 13(d) and 14(d) of the Exchange Act, but excluding Ciba for so long as
Ciba is subject to the restrictions imposed by the Governance Agreement) (a
"Person") is or becomes the Beneficial Owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding Common Stock of the Company (the "Outstanding Common Stock") or (B)
the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the Company (the "Total Voting
Power"); excluding, however, the following: (x) any acquisition by the Company
or any of its affiliates or (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its affiliates
and (ii) Ciba Beneficially Owns, in the aggregate, a lesser percentage of the
Total Voting Power than such Person Beneficially Owns.

1.5.2 A change in the composition of the Board such that the
individuals who, as of the effective date of this Agreement, constitute the
Board (such individuals shall be hereinafter referred to as the "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board;
PROVIDED, HOWEVER, for purposes of this definition, that any individual who
becomes a director subsequent to such effective date, whose election, or
nomination for election by the Company's stockholders, was made or approved
pursuant to the Governance Agreement or by a vote of at least a majority of the
Incumbent Directors (or directors whose election or nomination for election was
previously so approved) shall be considered a member of the Incumbent Board;
but, PROVIDED,

<PAGE>

FURTHER, that any such individual whose initial assumption of office occurs
as a result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of a person or legal entity other than the Board shall not be so
considered a member of the Incumbent Board.

1.5.3 The approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company ("Corporate Transaction");
excluding, however, such a Corporate Transaction (1) pursuant to which all or
substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Common Stock and Total Voting Power immediately
prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 50%, respectively, of the outstanding common stock and the
combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the company resulting from such
Corporate Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and Total Voting Power,
as the case may be, or (2) after which no Person beneficially owns a greater
percentage of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of such corporation than
does Ciba.

1.5.4 Ciba shall become the Beneficial Owner of more than 57.5% of
the total Voting Power.

1.5.5 The approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

1.6 CIBA. Ciba Specialty Chemicals Holding, Inc., a Swiss
corporation, together with its affiliates holding Company voting securities
pursuant to Section 4.01(b) of the Governance Agreement.

1.7 CODE. The Internal Revenue Code of 1986, as amended.

1.8 COMPANY. Hexcel Corporation, a Delaware corporation, and its
successors.

1.9 CONTINUOUS SERVICE. The Executive's period of continuous
employment with the Company and its Affiliates commencing on the effective date
of the Executive Deferred Compensation Agreement. A transfer between employment
with the Company and an Affiliate or between Affiliates shall not be deemed a
termination of employment or otherwise interrupt the Executive's Continuous
Service. Leaves of absence of not more than one year and any period during which
the Executive is entitled to receive disability benefits from the Company
(including medical and short-term disability benefits preceding the commencement
of long-term disability benefits under the Company's long-term disability plan)
shall be taken into account as Continuous Service.

1.10 DISABILITY. The Executive's inability to perform the customary
duties of his employment by reason of any medical or psychological illness or
condition that is expected to be permanent or of indefinite duration, excluding
any such illness or condition that results from intentional self-inflicted
injury, alcoholism or drug abuse.

1.11 EMPLOYMENT AGREEMENT. The Agreement entered into between the
Company and the Executive on February 29, 1996.

1.12 EXECUTIVE DEFERRED COMPENSATION AGREEMENT. The Executive
Deferred Compensation Agreement between the Executive and the Company entered
into as of September 1, 1994.

1.13 GOOD REASON. A termination of employment by the Executive that
constitutes a termination for Good Reason under the Employment Agreement.

<PAGE>

1.14 GOVERNANCE AGREEMENT. The agreement defined as such in the
Strategic Alliance Agreement among the Company, Ciba Geigy Limited and Ciba
Geigy Corporation, dated as of September 29, 1995, as amended.

1.15 NORMAL RETIREMENT BENEFIT. The benefit defined in Section 2.2.1
hereof.

1.16 NORMAL RETIREMENT DATE. The date on which the Executive attains
age sixty-five (65).

1.17 NOTICE OF TERMINATION. Any termination of the Executive's
employment by the Company or by the Executive other than by death shall be
communicated by written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate whether termination was for Good Reason, Cause, Disability or
otherwise and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.

1.18 TERMINATION OF EMPLOYMENT. References hereunder to the
Executive's termination of employment, the date the Executive's employment
terminates and the like, shall, except as specifically provided herein, refer to
the ceasing of the Executive's employment with the Company and all Affiliates
for any reason.

ARTICLE II

RETIREMENT BENEFITS

2.1 IN GENERAL. The amount of the Executive's benefit shall be based
on his Final Average Pay, Benefit Percentage and Vesting Percentage; the benefit
otherwise payable under this Agreement's basic benefit formula shall be reduced
by the amount of the Executive's Qualified Pension Benefits. The following
definitions shall apply in making benefit calculations under this Agreement:

2.1.1 FINAL AVERAGE PAY. The average monthly compensation of the
Executive for the highest-paid 24 consecutive months of the Executive's final 60
months of Continuous Service. For this purpose (i) the Executive's
"compensation" shall mean his base salary (without regard to any salary deferral
pursuant to sections 125 or 401(k) of the Code or any successor provision) and
all amounts earned under all management incentive or other bonus plans in which
he participates and (ii) any incentive pay or other bonus shall be deemed to
have been earned ratably over the period with respect to which it is earned.

2.1.2 BENEFIT PERCENTAGE. 50%.

2.1.3 VESTING PERCENTAGE. A percentage determined by dividing (i)
the Executive's completed months of Continuous Service by (ii) the number 60.

2.1.4 QUALIFIED PENSION BENEFITS. All vested amounts paid or payable
to or in respect of the Executive from (i) the Hexcel Corporation Pension Plan
or any successor plan thereto, (ii) the Hexcel Corporation 401(k) Plan or any
successor plan thereto, (iii) the Hexcel Corporation 401 (k) Restoration Plan or
any successor plan thereto, (iv) Social Security payments, and (v) the actuarial
present value of the Executive's deferred compensation account established
pursuant to Section 5(d) of the Employment Agreement, in each case, whether as a
periodic payment, as a lump sum, or otherwise. The aggregate of the Executive's
Qualified Pension Benefits shall be expressed as a monthly amount in the form of
an actuarially equivalent 50% joint and survivor

<PAGE>

annuity with 120 months of guaranteed payments starting at the date the
Executive attains age 65.

2.2 PAYMENT OF BENEFITS. Benefits shall be paid as follows:

2.2.1 NORMAL RETIREMENT. Except as otherwise set forth in Section
2.2.2 or 2.2.3, if the Executive's employment terminates on or after his Normal
Retirement Date, the Company will pay the Executive a monthly benefit starting
on the first of the month after his employment terminates and ending with the
payment for the month in which his death occurs or, if later, after the payment
of 120 such payments. Any such payments made after the death of the Executive
shall be made (i) to the Executive's surviving spouse, if any or (ii) if there
is no surviving spouse or the surviving spouse dies before a total of 120
payments have been made to the Executive and the surviving spouse, to the
Executive's estate. Such monthly benefit shall be an amount equal to (A) the
product of his Final Average Pay, Benefit Percentage, and his Vesting
Percentage, less (B) his Qualified Pension Benefits (the "Normal Retirement
Benefit").

2.2.2 TERMINATION FOLLOWING CHANGE IN CONTROL. Upon (i) termination
by the Executive of his employment within one year following a Change in Control
or (ii) termination of the Executive's employment by the Company other than for
Cause within one year following a Change in Control, the Company will pay the
Executive, no later than the next business day following the date of such
termination, by wire transfer to the Executive's bank account, as designated by
the Executive, an amount equal to the actuarial present value of the Normal
Retirement Benefit (computed using a Vesting Percentage of 100%) he would have
received had he retired on his Normal Retirement Date (but based upon his Final
Average Pay at the time his employment terminates).

2.2.3 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Except as
otherwise provided in Section 2.2.2, upon termination of the Executive's
employment at any time by the Company other than for Cause or by the Executive
for Good Reason, the Company will pay the Executive, as soon as practicable
following such date of termination, an amount equal to the actuarial present
value of the Normal Retirement Benefit (computed using a Vesting Percentage of
100%) he would have received had he retired on his Normal Retirement Date (but
based upon his Final Average Pay at the time his employment terminates).

2.2.4 TERMINATION FOR CAUSE. No benefits shall be payable hereunder
with respect to the Executive if his employment is terminated by the Company for
Cause.

2.2.5 OTHER TERMINATION. If the Executive terminates his employment
(i) prior to his attainment of age 65, (ii) other than for Good Reason, and
(iii) other than under circumstances described in clause (i) of Section 2.2.2,
the Company will pay the Executive a monthly benefit starting on the date
elected by the Executive, but no earlier than the first of the month after his
attainment of age 55, and ending with the payment for the month in which his
death occurs or, if later, after the payment of 120 such payments. Any such
payments made after the death of the Executive shall be made (i) to the
Executive's surviving spouse, if any or (ii) if there is no surviving spouse or
the surviving spouse dies before a total of 120 payments have been made to the
Executive and the surviving spouse, to the Executive's estate. Such monthly
benefit shall be calculated and paid in accordance with Section 2.2.1 hereof,
reduced by one percent (1%) per payment for each full calendar quarter by which
the benefit commencement date precedes the Executive's attainment of age 62.

<PAGE>

2.2.6 DISABILITY. If the Executive's employment with the Company or
any Affiliate terminates on account of Disability, the Company shall pay the
Executive a monthly benefit in an amount equal to (i) the product of his Final
Average Pay and Benefit Percentage less (ii) his Qualified Pension Benefits. The
benefit so determined shall be payable, without actuarial or other reduction to
reflect commencement of payment before his Normal Retirement Date, beginning on
the first date of the month next following the last month with respect to which
the Executive is entitled to payments under the Company's long term disability
plan (or, if earlier, such time as the Executive shall elect not to receive such
payments) and ending with the payment for the month in which his death occurs
or, if later, after the payment of 120 such payments. Any such payments made
after the death of the Executive shall be made (i) to the Executive's surviving
spouse, if any or (ii) if there is no surviving spouse or the surviving spouse
dies before a total of 120 payments have been made to the Executive and the
surviving spouse, to the Executive's estate.

2.2.7 OPTIONAL FORMS OF BENEFIT. In lieu of the form of benefit
prescribed in Section 2.2.1 and Section 2.2.5, the Executive may elect to
receive his benefit hereunder, as soon as practicable following the date of his
termination of employment, in a cash lump sum, the amount of which shall equal
the actuarial present value of, in the case of Section 2.2.1, his Normal
Retirement Benefit and, in the case of Section 2.2.5, the reduced monthly
benefit he would have received under Section 2.2.5. In lieu of the lump sum
form of benefit prescribed in Sections 2.2.2 and 2.2.3, the Executive may elect
to receive his benefit hereunder as a monthly benefit starting on the first of
the month after his employment terminates and ending with the payment for the
month in which his death occurs or, if later, after the payment of 120 such
payments. Any such payments made after the death of the Executive shall be made
(i) to the Executive's surviving spouse, if any or (ii) if there is no surviving
spouse or the surviving spouse dies before a total of 120 payments have been
made to the Executive and the surviving spouse, to the Executive's estate. Any
election to change to or from the lump sum form of benefit that is made by the
Executive less than one year preceding the Executive's date of termination shall
not be given effect; PROVIDED, HOWEVER, that the foregoing shall be inapplicable
with respect to any election made by the Executive within 30 days of the date of
this Agreement.

2.3 SPECIAL BENEFIT. If it shall be determined by a final
administrative decision of the Internal Revenue Service (which is not appealed
by the Executive) or by a final decision of a court of competent jurisdiction
(which is not appealed by the Executive) that the value of all or any part of
any benefit contemplated by this Agreement is includable in the income of the
Executive prior to the actual receipt of such benefit, the Company shall make a
special payment to the Executive, in discharge of the actuarially equivalent
value (based upon the actuarial factors in effect when benefits other than the
benefit described in this Section 2.3 commence to be paid to the Executive
hereunder) of any benefits otherwise due hereunder (and such other benefit shall
be reduced to reflect the actuarial value of any such special payment made
pursuant to this Section 2.3), in an amount equal to the Executive's estimated
federal, state and local income tax liabilities related to such inclusion and to
the inclusion in income of such special payment. The Executive shall have no
obligation to appeal any determination made by the Internal Revenue Service or
the decision of any such court.

2.4 OTHER BENEFITS. The Executive shall be entitled to the following
other benefits:

<PAGE>

2.4.1 INSURANCE BENEFITS. The Company shall keep in force and pay
for life insurance for the Executive upon the Executive's termination of
employment, as follows: (i) for the period ending on the Executive's attainment
of age 65, an amount equal to the lesser of (A) two (2) times the actuarial
present value at the time of the termination of employment of the benefit to
which the Executive is entitled hereunder, and (B) the amount of life insurance
maintained by the Company on behalf of the Executive as of the date of
termination; and (ii) commencing immediately following the period described in
(A) above and during the Executive's lifetime, an amount equal to the lesser of
(A) one (1) times the present actuarial value at the time of termination of
employment of the benefit to which the Executive is entitled hereunder and (B)
the amount of life insurance maintained by the Company on behalf of the
Executive as of the date of termination.

2.4.2 MEDICAL AND DENTAL INSURANCE. The Company, at its expense,
shall continue to cover Executive and his spouse in its group medical and dental
insurance plans during those periods with respect to which life insurance is
maintained for the Executive pursuant to Section 2.4.1 or, if later, until the
death of the Executive's spouse; PROVIDED, HOWEVER, that the benefits so
provided shall not be materially less favorable to the Executive and his spouse
then those in effect under the Company's plans at the time the Executive's
employment terminates.

2.5 NO DUPLICATION. Except as provided in Section 2.3 hereof, in no
event shall benefits become payable to the Executive under more than one Section
of this Article II (other than Section 2.4).

ARTICLE III

SURVIVOR BENEFITS

3.1 POST-RETIREMENT SURVIVOR BENEFIT. If the Executive dies after
payment of his benefits under Article II has started, the Company shall pay a
monthly benefit to the Executive's surviving spouse, if any, starting on the
first of the month immediately following the month in which the Executive dies
or, if later, with the month immediately following the last month for which a
payment is made to the surviving spouse under Article II, and ending with the
payment for the month in which the death of such spouse occurs. Such monthly
benefit shall be an amount equal to 50% of the monthly benefit the Executive
was receiving under the Agreement prior to his death. The Executive may elect,
at any time prior to commencement of his benefits under Article II, to have the
benefit payable to his surviving spouse pursuant to the preceding sentence be an
amount equal to 100% of the monthly benefit the Executive was receiving under
the Agreement prior to his death. If the Executive makes such election, the
benefit payable to the Executive under Article II hereof shall be reduced to
reflect the actuarial equivalence of the additional Post-Retirement Survivor
Benefit so elected by the Executive.

3.2 PRE-RETIREMENT SURVIVOR BENEFIT. Except as provided in the
following sentence, if the Executive dies before distribution of his benefits
under Article II has started, the Company shall pay a monthly benefit to the
Executive's surviving spouse, if any, starting on the first of the month
immediately following the month in which the Executive dies and ending with the
payment for the month in which

<PAGE>

the death of such spouse occurs. Such monthly benefit shall be an amount
equal to (i) the product of his Final Average Pay and Benefit Percentage less
(ii) his Qualified Pension Benefits. If the Executive dies before
distribution of his benefits under Article II has started and either has no
surviving spouse or the surviving spouse so elects, the Company shall pay to
the Executive's estate a lump sum payment equal to the actuarial present
value of the Executive's Normal Retirement Benefit as of the date of the
Executive's death.

3.3 SPOUSAL LIMITATION. Notwithstanding anything in this Article III
to the contrary, the surviving spouse benefits under Article II and Sections
3.1 and 3.2 shall be payable only if the Executive and his surviving spouse were
legally married to each other on the date of his death.

ARTICLE IV

MISCELLANEOUS

4.1 BINDING AGREEMENT. This Agreement and all rights of the
Executive hereunder shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.

4.2 NOTICE. Notices, elections, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered by hand (or received by telecopy, telex or
similar device) or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Mr. John J. Lee
18 Walnut Avenue
Larchmont, New York 10538

If to the Company:

Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238

Attn: Ira J. Krakower, Esq.

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

4.3 GENERAL PROVISIONS. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer of the Company as
may be specifically designated by the Board. No waiver by either party hereto at
any time of any

<PAGE>

breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without
regard to its conflicts of law principles.

4.4 VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

4.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

4.6 ARBITRATION. Except as set forth in Section 4.9, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration, conducted before a panel of three arbitrators in the
State of New York, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.

4.7 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and cancelled. This Agreement supersedes the
Executive Deferred Compensation Agreement, which shall be of no force and effect
as of the date hereof.

4.8 NO RIGHT OF OFFSET. The amount of any payment or benefit
provided for in this Agreement shall not be reduced by any compensation earned
by the Executive as a result of employment by another employer, by retirement
benefits (except as otherwise set forth in this Agreement), by offset against
any amount owed or claimed to be owed by the Executive to the Company, or
otherwise.

4.9 PROTECTIVE PROVISIONS. The Executive shall cooperate with the
Company by furnishing any and all information reasonably requested by the
Company in order to determine the amounts payable hereunder or to facilitate the
payment of benefits hereunder. If upon written request of the Company, the
Executive shall, within ninety days thereof (180 days if the Executive is
Disabled), if such information is reasonably available to the Executive, fail to
comply with such a request for information, the Company may terminate any
benefits otherwise payable under this Agreement.

4.10 ASSIGNMENT. The voluntary or involuntary assignment, encumbrance
or alienation of any benefit hereunder or any interest therein, whether or not
payable to the Executive, is not permitted and will not be recognized. Any such
purported assignment, encumbrance or alienation, by operation of law or
otherwise, shall be void. Subject to the provisions of applicable law, no
payment of any benefit shall, prior to actual receipt thereof by the Executive
or his spouse, be subject to garnishment,

<PAGE>

attachment, execution, levy or other legal process for debts or for alimony
or support of any spouse, former spouse or other relative.

HEXCEL CORPORATION

By:______________
Name: Ira J. Krakower
Title: Senior Vice President

-----
John J. Lee

t:\legal\serp\serpjjl.wpd

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----

ARTICLE I DEFINITIONS

<S> <C>
1.1 Actuarial Equivalence. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.3 Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.4 Cause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.5 Change In Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.6 Ciba . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.7 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.8 Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.9 Continuous Service . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.10 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.11 Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .4
1.12 Executive Deferred Compensation Agreement . . . . . . . . . . . . . . . .4
1.13 Good Reason. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

<PAGE>

PAGE
----

1.14 Governance Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.15 Normal Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . . . .5
1.16 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.17 Notice of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.18 Termination of Employment. . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE II
RETIREMENT BENEFITS

2.1 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
2.2 Payment of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.3 Special Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.4 Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.5 No Duplication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE III
SURVIVOR BENEFITS

3.1 Post-Retirement Survivor Benefit . . . . . . . . . . . . . . . . . . . . .9
3.2 Pre-Retirement Survivor Benefit. . . . . . . . . . . . . . . . . . . . . 10
3.3 Spousal Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV
MISCELLANEOUS

4.1 Binding Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.2 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.4 Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.5 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.6 Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.7 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.8 No Right of Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.9 Protective Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.10 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

</TABLE>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,969
<SECURITIES> 0
<RECEIVABLES> 203,806
<ALLOWANCES> 6,418
<INVENTORY> 183,257
<CURRENT-ASSETS> 411,237
<PP&E> 514,694
<DEPRECIATION> (173,905)
<TOTAL-ASSETS> 844,613
<CURRENT-LIABILITIES> 181,571
<BONDS> 337,278
0
0
<COMMON> 369
<OTHER-SE> 288,636
<TOTAL-LIABILITY-AND-EQUITY> 844,613
<SALES> 530,278
<TOTAL-REVENUES> 530,278
<CGS> 392,961
<TOTAL-COSTS> 65,425
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 13,711
<INCOME-PRETAX> 58,181
<INCOME-TAX> 21,133
<INCOME-CONTINUING> 37,048
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,048
<EPS-PRIMARY> 1.00
<EPS-DILUTED> .86

</TABLE>