Report of independent accountants

To the Board of Directors and Stockholders of Hexcel Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of Hexcel Corporation and its subsidiaries at December 3l, 1998 and 1997, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. The financial statements of Hexcel Corporation for the year ended December 31, 1996 were audited by other independent accountants whose report dated February 28, 1997 expressed an unqualified opinion on those statements.


San Jose, California
January 21, 1999, except as to
    Ciba Senior Subordinated Notes Payable and
    Aggregate Maturities of Notes Payable and
    Indebtedness to Related Parties in Note 7,
    which are as of February 17, 1999