X annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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Exhibit 21

 

SUBSIDIARIES OF HEXCEL CORPORATION

 

DOMESTIC:

1.

 

ACM Holdings Corporation (Delaware)

2.

 

Clark-Schwebel Holding Corp. (Delaware)

3.

 

CS Tech-Fab Holding, Inc. (Delaware)

4.

 

Hexcel Beta Corp. (Delaware)

5.

 

Hexcel Far East (California)

6.

 

Hexcel Foundation (California)

7.

 

Hexcel International (California)

8.

 

Hexcel Omega Corporation (California)

9.

 

Hexcel Pacific Rim Corporation (California)

10.

 

Hexcel Pacific Rim Corporation (Delaware)

11.

 

Hexcel Pottsville Corporation (Delaware)

12.

 

Hexcel Reinforcements Corp. (Delaware)

13.

 

Hexcel Technologies Inc. (Delaware)

 

 

 

FOREIGN:

1.

 

Hexcel Chemical Products Limited (UK)

2.

 

Hexcel-China Holdings Corp. (Mauritius)

3.

 

Hexcel Composites GmbH (Austria)

4.

 

Hexcel Composites GmbH (Germany)

5.

 

Hexcel Composites GmbH & Co. KG (Austria)

6.

 

Hexcel Composites Limited (UK)

7.

 

Hexcel Composites S.A. (France)

8.

 

Hexcel Composites S.L. (Spain)

9.

 

Hexcel Composites S.P.R.L. (Belgium)

10.

 

Hexcel Composites S.r.l. (Italy)

11.

 

Hexcel do Brasil Servicos S/C Ltda (Brazil)

12.

 

Hexcel Europe Limited (UK)

13.

 

Hexcel Fibers S.L. (Spain)

14.

 

Hexcel Foreign Sales Corporation (Barbados)

15.

 

Hexcel Holding B.V. (Netherlands)

16.

 

Hexcel Holding GmbH (Austria)

17.

 

Hexcel Holdings Denmark ApS (Denmark)

18.

 

Hexcel Holdings Hong Kong Limited (Hong Kong)

19.

 

Hexcel Holding Spain, S.L. (Spain)

20.

 

Hexcel Holdings SAS (France)

21.

 

Hexcel Holdings (UK) Limited (UK)

22.

 

Hexcel Japan K. K. (Japan)

23.

 

Hexcel Overseas (UK)

24.

 

Hexcel Reinforcements SAS (France)

25.

 

Hexcel SAS (France)

26.

 

Hexcel (Tianjin) Composites Material Co., Ltd.

27.

 

Hexcel (UK) Limited (UK)

28.

 

Société de Technologies Appliquées aux Matériaux SARL (France)

 





Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-124747) and Form S-8 (No. 333-104158, No. 333-104159, No. 333-104160, No. 333-01225, No. 333-31125, No. 333-36099, No. 333-36163, No. 333-57223, No. 333-83745, No. 333-83747, No. 333-46472, No. 333-46476, No. 333-46626, No. 333-67944, No. 333-67946, No. 333-90060, No. 333-90062 and No. 333-85196) of Hexcel Corporation of our report dated February 22, 2008 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

 

/s/ PricewaterhouseCoopers LLP

 

 

 

PricewaterhouseCoopers LLP

 

Stamford, CT

 

February 22, 2008

 

 





Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

 

I, David E. Berges, certify that:

 

1.     I have reviewed this annual report on Form 10-K of Hexcel Corporation;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

February 22, 2008

 

/s/ DAVID E. BERGES

(Date)

 

David E. Berges

Chairman of the Board of Directors

and Chief Executive Officer

 





Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Wayne Pensky, certify that:

 

1.              I have reviewed this annual report on Form 10-K of Hexcel Corporation;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

February 22, 2008

 

/s/ WAYNE PENSKY

(Date)

 

Wayne Pensky

Senior Vice President and

Chief Financial Officer

 





Exhibit 32

 

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Hexcel Corporation (“Hexcel”) on Form 10-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Berges, Chairman of the Board of Directors, President and Chief Executive Officer of Hexcel, and Wayne Pensky, Senior Vice President and Chief Financial Officer of Hexcel, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

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

 

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

 

 

February 22, 2008

 

/s/ DAVID E. BERGES

(Date)

 

David E. Berges

Chairman of the Board of Directors

and Chief Executive Officer

 

 

February 22, 2008

 

/s/ WAYNE PENSKY

(Date)

 

Wayne Pensky

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

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

 
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