HEXCEL CORP DE
For the period ended Sep 30, 2024. Filed Oct 21, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Oct 21, 2024
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-07-18.
0000950170-24-084437
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsItems 3 and 4. are not applicable, and therefore have been omittedCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-10-21.
0000950170-24-115969
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 7 current paragraphs.
2 unchanged; 2 reworded; 3 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
ITEMS 3, 4 and 5 arenot applicable, and therefore have been omitted.
Removed paragraphs (2)
Previous report
Effective July 16, 2024, the Compensation Committee of the Board of Directors of the Company approved a retention award for each of Patrick Winterlich, Executive Vice President, Chief Financial Officer and Philippe Chevrier, President, Americas & Global Fibers pursuant to the Hexcel Corporation 2013 Incentive Stock Plan, as amended. The award was granted to Mr. Winterlich in the form of 15,000 time-based restricted stock units (“RSUs”) and to Mr. Chevrier in the form of 10,000 time-based RSUs. Each RSU represents, once vested, one share of common stock of the Company. Each award has a grant date of July 22, 2024 and will vest as to 33-1/3% of the RSUs on the second, third and fourth anniversaries of the grant date. The RSUs will be granted to each executive pursuant to the terms and conditions of a Restricted Stock Unit Agreement (“RSU Agreement”) which requires as a condition to vesting that such executive remain employed by the Company or a subsidiary of the Company through the applicable vesting date, except in the case of an involuntary termination without Cause (as defined in the RSU Agreement) or due to Disability (as defined in the RSU Agreement), in which case the RSUs would continue to vest. Notwithstanding the foregoing, the vesting of the RSUs will be accelerated if the executive’s employment is terminated (i) due to death or (ii) by the Company without Cause or by the executive for Good Reason (as defined in the RSU Agreement) within two years following a Change in Control (as defined in the RSU Agreement). The RSU Agreement includes a clawback provision in the event the executive violates certain obligations to the Company, including confidentiality, non-competition and non-solicitation obligations.
Previous report
The foregoing description of the RSU Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by the full text of the RSU Agreement filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
Reworded paragraphs (2)
Previous wording
Under the share repurchase plan adopted by the Board of Directors of the Company (the "Board") in May 2018 (the “2018 Repurchase Plan"), the Board authorized $500 million for the repurchase of the Company's common stock which was fully utilized as of June 30, 2024. The repurchase of the Company’s common stock under the 2018 Repurchase Plan was all made in open market transactions. On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”) which is in addition to the amount that remained available for repurchases under the 2018 Repurchase Plan. The repurchase of the Company’s common stock under the 2024 Share Repurchase Plan are anticipated to be made in open market transactions, block transactions, privately negotiated purchase transactions or other purchase techniques at the discretion of management based upon consideration of market, business, legal, accounting, and other factors.
Current wording
On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”) which was in addition to the amount that remained available for repurchases under the company's previous repurchase plan at such time.
Previous wording
During the three months ended June 30, 2024, we repurchased 1,459,736 shares of common stock in open market transactions under the share repurchase plans at an average price of $68.51 per share and at a cost of $101.1 million, including commissions and excise tax, leaving approximately $285.3 million available for additional repurchases under the 2024 Share Repurchase Plan. The acquisition of these shares was accounted for under the treasury method.
Current wording
During the three months ended September 30, 2024, the Company repurchased 791,819 shares of common stock in open market transactions under the 2024 Share Repurchase Plan at an average price of $63.09 per share and at a cost of $50.4 million, including commissions and excise tax, leaving approximately $234.9 million available for additional repurchases under the 2024 Share Repurchase Plan as of September 30,2024. The acquisition of these shares was accounted for under the treasury stock method.