HOWMET INTERNATIONAL INC, 10-Q, 1999-10-21

HOWMET INTERNATIONAL INC
10-Q, 1999-10-21
AIRCRAFT ENGINES & ENGINE PARTS

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<PAGE>

UNITED STATES
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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

[ ] 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 1-13645

HOWMET INTERNATIONAL INC.

INCORPORATED IN THE STATE OF DELAWARE I.R.S. EMPLOYER IDENTIFICATION
NO.52-1946684

475 STEAMBOAT ROAD, GREENWICH, CT 06830

TELEPHONE NUMBER: (203) 661-4600

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

Common Stock, $0.01 par value, as of October 20, 1999: 100,028,883 Shares

<PAGE>

Howmet International Inc.
Quarterly Report on Form 10-Q
September 30, 1999

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

Consolidated Statements of Income - Three months ended and
Nine months ended September 30, 1999 and 1998 3

Consolidated Condensed Balance Sheets - September 30, 1999 and
December 31, 1998 4

Consolidated Statements of Cash Flows - Nine months ended
September 30, 1999 and 1998 5

Consolidated Statements of Common Stockholders' Equity and
Redeemable Preferred Stock - Three months ended and
Nine months ended September 30, 1999 and 1998 6

Notes to Consolidated Financial Statements 7

Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operation 12

Item 3 -- Quantitative and Qualitative Disclosure about Market Risk 17

Part II. OTHER INFORMATION

Item 1 -- Legal Proceedings 18

Item 5 -- Other Information 18

Item 6 -- Exhibits and Reports on Form 8-K 18

SIGNATURES 19

2
<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
<TABLE>
<CAPTION>

Howmet International Inc.

Consolidated Statements of Income (Unaudited)

(in millions, except per share data)

Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- -----------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net sales $ 355.2 $ 331.6 $ 1,097.6 $ 995.7

Operating expenses:
Cost of sales 271.5 250.2 839.4 760.2
Selling, general and
administrative expense 19.4 14.2 75.2 64.2
Research and development expense 4.4 4.6 14.3 14.1
--------- --------- --------- ---------
295.3 269.0 928.9 838.5
--------- --------- --------- ---------

Income from operations 59.9 62.6 168.7 157.2

Interest income - .4 .5 1.2
Interest expense (1.3) (3.1) (5.3) (10.4)
Other, net (1.1) (1.2) (1.5) (2.8)
--------- --------- --------- ---------

Income before income taxes 57.5 58.7 162.4 145.2
Income taxes (19.7) (20.6) (58.5) (55.2)
--------- --------- --------- ---------

Net income 37.8 38.1 103.9 90.0

Dividends on redeemable preferred stock - (1.4) (.8) (4.1)
--------- --------- --------- ---------

Net income applicable to common stock $ 37.8 $ 36.7 $ 103.1 $ 85.9
========= ========= ========= =========

Net income per common share, basic
and diluted $ .38 $ .37 $ 1.03 $ .86
========= ========= ========= =========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

3
<PAGE>

Howmet International Inc.

Consolidated Condensed Balance Sheets

(in millions, except share data)
SEPTEMBER 30, December 31,
1999 1998
- -------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 17.7 $ 37.6
Accounts receivable (less allowance of $5.4 and $5.2) 81.6 84.1
Inventories 165.9 161.9
Retained receivables 56.6 32.0
Deferred income taxes 12.5 16.2
Other current assets 4.9 3.0
Restricted Trust (a) - 716.4
----------- -----------
Total current assets 339.2 1,051.2

Property, plant and equipment, net 386.1 334.9
Goodwill, net 216.4 221.1
Patents and technology and other intangible assets, net 106.3 115.1
Other noncurrent assets 79.5 78.3
----------- -----------
Total assets $1,127.5 $1,800.6
=========== ===========

Liabilities, redeemable preferred stock and stockholders'
equity
Current liabilities:
Accounts payable $ 73.7 $ 101.5
Accrued compensation 48.0 45.0
Other accrued liabilities 116.0 108.7
Income taxes payable 61.5 44.8
Short-term debt 51.7 28.0
Pechiney Notes (a) - 716.4
----------- -----------
Total current liabilities 350.9 1,044.4

Accrued retiree benefits other than pensions 100.4 96.8
Accrued pension liability 49.5 49.0
Other noncurrent liabilities 105.0 108.4
Deferred income taxes - 2.1
Long-term debt 53.0 63.0
----------- -----------
Total noncurrent liabilities 307.9 319.3

Commitments and contingencies

Redeemable preferred stock - 65.6

Stockholders' equity:
Preferred stock, authorized - 9,993,470 shares, issued
and outstanding - 0 shares - -
Common stock, $.01 par value, authorized - 400,000,000
shares, issued and outstanding: 1999 - 100,028,883 shares;
1998 - 100,005,356 shares 1.0 1.0
Capital surplus 195.4 195.1
Retained earnings 283.2 180.1
Accumulated other comprehensive income (10.9) (4.9)
----------- -----------
Total stockholders' equity 468.7 371.3
=========== ===========
Total liabilities, redeemable preferred stock and
stockholders' equity $1,127.5 $1,800.6
=========== ===========

<FN>
(a) The Restricted Trust held a note receivable from Pechiney, S.A. and related
letters of credit that secured Pechiney, S.A.'s agreement to repay the
Pechiney Notes. Pechiney, S.A. (the Company's previous owner) paid the
Notes in full on January 4, 1999, and the Restricted Trust was terminated.
No Company funds were used in the payment of the Notes.

See notes to consolidated financial statements.
</FN>
</TABLE>

4
<PAGE>

Howmet International Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Nine Months Ended
September 30,
--------------------------
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>

Operating activities
- --------------------
Net income $ 103.9 $ 90.0
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 48.8 44.1
Changes in assets and liabilities:
Receivables (22.9) (20.1)
Inventories (4.7) 4.1
Accounts payable and accrued liabilities (17.5) (22.9)
Deferred income taxes (2.9) -
Income taxes payable 16.9 18.9
Long-term SARs accrual .9 (8.1)
Other - net 2.0 4.4
---------- ----------

Net cash provided by operating activities 124.5 110.4

Investing activities
- --------------------
Purchases of property, plant and equipment (87.7) (54.7)
Investment in joint venture - (3.4)
---------- ----------

Net cash used by investing activities (87.7) (58.1)

Financing activities
- --------------------
Net change in short-term debt 21.6 16.7
Issuance of long-term debt 65.0 36.6
Repayment of long-term debt (75.0) (131.0)
Redemption of preferred stock (66.4) -
---------- ----------

Net cash used by financing activities (54.8) (77.7)

Foreign currency rate changes (1.9) 1.3
---------- ----------
Decrease in cash and cash equivalents (19.9) (24.1)

Cash and cash equivalents at beginning of period 37.6 45.4
========== ==========
Cash and cash equivalents at end of period $ 17.7 $ 21.3
========== ==========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
Howmet International Inc.

Consolidated Statements of Common Stockholders' Equity and Redeemable Preferred Stock

(in millions, except share data)

Accumulated Total
Other Common Redeemable
Common Stock Capital Retained Comprehensive Stockholders' Preferred Stock
------------- --------------
Shares Amount Surplus Earnings Income Equity Shares Amount
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THREE MONTHS ENDED
- ------------------
SEPTEMBER 30,
- -------------
Balance, June 30, 1998 100,000,000 $1.0 $195.0 $124.5 $ (5.9) $314.6 6,269 $62.7
----------
Comprehensive income
Net income 38.1 38.1
Other comprehensive
income
Foreign exchange
translation adjustment 2.7 2.7
----------
Total comprehensive
income 40.8
----------
Dividends - redeemable
preferred stock (1.4) (1.4) 146 1.4
Shares issued 5,356 .1 .1
- -----------------------------------------------------------------------------------------------------

Balance, September
30, 1998 100,005,356 $1.0 $195.1 $161.2 $ (3.2) $354.1 6,415 $64.1
=====================================================================================================

Balance, June 30, 1999 100,024,883 $1.0 $195.4 $245.4 $(16.9) $424.9 - $ -
----------
Comprehensive income
Net income 37.8 37.8
Other comprehensive
income
Foreign exchange
translation adjustment 6.0 6.0
----------
Total comprehensive
income 43.8
----------
Shares issued 4,000 - -
- -----------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER
30, 1999 100,028,883 $1.0 $195.4 $283.2 $(10.9) $468.7 - $ -
=====================================================================================================

NINE MONTHS ENDED
- -----------------
SEPTEMBER 30,
- -------------
Balance, December 31, 100,000,000 $1.0 $195.0 $ 75.3 $ (5.6) $265.7 6,001 $60.0
1997 ----------

Comprehensive income
Net income 90.0 90.0
Other comprehensive
income
Foreign exchange
translation adjustment 2.4 2.4
----------
Total comprehensive
income 92.4
----------
Dividends - redeemable
preferred stock (4.1) (4.1) 414 4.1
Shares issued 5,356 .1 .1
- -----------------------------------------------------------------------------------------------------

Balance, September
30, 1998 100,005,356 $1.0 $195.1 $161.2 $ (3.2) $354.1 6,415 $64.1
=====================================================================================================

Balance, December 31, 100,005,356 $1.0 $195.1 $180.1 $ (4.9) $371.3 6,560 $65.6
1998 ----------

Comprehensive income
Net income 103.9 103.9
Other comprehensive
income
Foreign exchange
translation adjustment (6.0) (6.0)
----------
Total comprehensive
income 97.9
----------
Dividends - redeemable
preferred stock (.8) (.8) 78 .8
Redeemable preferred
stock redemption (6,638) (66.4)
Shares issued 23,527 .3 .3
- -----------------------------------------------------------------------------------------------------

BALANCE, SEPTEMBER
30, 1999 100,028,883 $1.0 $195.4 $283.2 $(10.9) $468.7 - $ -
=====================================================================================================

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

6
<PAGE>

Howmet International Inc.

Notes to Consolidated Financial Statements (Unaudited)

A. BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10-01
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for the complete
financial statements. In the opinion of management, all adjustments necessary
for a fair presentation have been included. The consolidated condensed balance
sheet at December 31, 1998 has been derived from the Company's audited financial
statements at that date. Operating results for the three months and nine months
ended September 30, 1999 are not necessarily indicative of the results to be
expected for the year ending December 31, 1999. The financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Company's Notice of 1999 Annual Meeting and Proxy
Statement, Exhibit A, incorporated by reference in the Annual Report on Form
10-K for the year ended December 31, 1998 ("1998 Form 10-K").

Certain reclassifications were made to the 1998 financial statements to conform
to the 1999 presentation.

B. INVENTORIES

Inventories are summarized as follows:
<TABLE>
<CAPTION>

SEPTEMBER 30, December 31,
(in millions) 1999 1998
- ---------------------------------------------------------------------
<S> <C> <C>

Raw materials and supplies $ 62.1 $ 56.7
Work in progress 80.9 78.8
Finished goods 28.5 29.7
- ---------------------------------------------------------------------
FIFO inventory 171.5 165.2
LIFO valuation adjustment (5.6) (3.3)
- ---------------------------------------------------------------------
$165.9 $161.9
- ---------------------------------------------------------------------
</TABLE>

At September 30, 1999 and December 31, 1998, inventories include $113.1 million
and $111.8 million, respectively, that are valued using LIFO. This valuation
adjustment approximates the difference between the LIFO carrying value and
current replacement cost.

C. SEGMENT INFORMATION

The Company's reportable segment manufactures investment cast components for the
commercial and defense aero and industrial gas turbine industries. The Company
conducts this business at many operating units which are similar in terms of
product, production process, customer and distribution systems and have similar
economic characteristics. These similar operating units have been aggregated for
presentation purposes below.

7
<PAGE>

Howmet International Inc.

Notes to Consolidated Financial Statements (Unaudited)

C. SEGMENT INFORMATION (continued)

Data for the investment casting segment and a reconciliation to consolidated
amounts are presented in the tables below. Amounts below the "Income from
operations" line in the consolidated statements of income are not allocated to
the investment casting segment and, therefore, are not presented below.
<TABLE>
<CAPTION>

Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
(in millions) 1999 1998 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net sales to external customers:
Investment casting and consolidated $355.2 $331.6 $1,097.6 $995.7
================================================================================

Income from operations:
Investment casting $ 60.3 $ 57.2 $ 184.1 $167.0
SARs benefit (expense) 2.3 8.1 (.9) 2.8
Cordant options 2.9 .2 .7 (1.4)
Adjust to LIFO (2.3) .1 (3.0) (.9)
Other unallocated corporate
expense, net (3.3) (3.0) (12.2) (10.3)
- --------------------------------------------------------------------------------
Consolidated $ 59.9 $ 62.6 $ 168.7 $157.2
================================================================================
</TABLE>

D. PREFERRED STOCK REDEMPTION

At December 31, 1998, the Company had issued and outstanding 6,560 shares of the
authorized 15,000 shares, $.01 par value and $10,000 per share liquidation
value, of 9% Series A Senior Cumulative Preferred Stock. Dividends on this
preferred stock was at 9% payable-in-kind.

On February 17, 1999, the Company redeemed and retired all of the outstanding
preferred stock at its $66.4 million book value. The Company borrowed under its
revolving credit facility to make this redemption. On February 17, 1999, and at
all previous times, all outstanding shares of this preferred stock were owned by
Cordant Technologies Inc. ("Cordant").

E. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing net income applicable to
common stock by the weighted average number of common shares outstanding
(100,028,657 and 100,005,356 for the quarters ended September 30, 1999 and 1998,
and 100,020,615 and 100,001,785 for the nine months ended September 30, 1999 and
1998, respectively). Diluted earnings per share is calculated by dividing net
income applicable to common stock by the weighted average number of common
shares outstanding plus the common stock equivalent shares of employee stock
options, calculated using the treasury stock method (100,495,143 and 100,005,356
for the quarters ended September 30, 1999 and 1998, and 100,332,273 and
100,104,007 for the nine months ended September 30, 1999 and 1998,
respectively).

8
<PAGE>

Howmet International Inc.

Notes to Consolidated Financial Statements (Unaudited)

F. SARS AND CORDANT OPTIONS

For the quarters ended September 30, 1999 and 1998, selling, general and
administrative expense includes the following pre-tax benefits recorded in
connection with the Company's Stock Appreciation Rights ("SARs") plan and with
the Cordant Options (in millions):
<TABLE>
<CAPTION>

Three Months Ended
September 30,
--------------------------------------
1999 1998
----------------- ------------------
<S> <C> <C>

SARs pre-tax benefit $2.3 $8.1

Cordant Options pre-tax
benefit $2.9 $0.2

</TABLE>

SARs - SARs vest over a five-year period ending in 2001 based on the passage of
time and the operating performance of the Company. In addition to expense
recorded commensurate with additional vesting, SARs expense (or benefit from
reversal of previously recognized expense) is affected by fluctuations in the
market price of the Company's common stock below $15 (the upper limit for SARs
compensation purposes). Fluctuations below the $15 upper limit affect the per
share value of the outstanding SARs.

The September 30, 1999 and 1998 market prices of the Company's stock both
dropped below $15 causing distortive benefits in both quarters.

At September 30, 1999, the market price of the Company's common stock was $14
compared to a price that was above $15 at June 30, 1999. This reduction in stock
price below $15 resulted in a $2.3 million pre-tax 1999 third quarter benefit.
If the market price at September 30, 1999 were $15 or higher, the Company would
have recorded a $1.5 million pre-tax expense in the 1999 third quarter rather
than the $2.3 million pre-tax benefit. (If the December 31, 1999 market price of
the Company's stock is $15 or higher, the Company will record 1999 fourth
quarter SARs expense equal to (i) the reversal of the $2.3 million pre-tax third
quarter benefit plus (ii) the $1.5 million that would have been recorded in the
1999 third quarter had the market price been $15 plus (iii) the normal $1.5
million pre-tax 1999 fourth quarter expense.)

At September 30, 1998, the market price of the Company's common stock was
$11.625 compared to $15 at June 30, 1998. This reduction in stock price below
$15 resulted in an $8.1 million pre-tax 1998 third quarter benefit. If the
market price at September 30, 1998 were $15 or higher, the Company would have
recorded a $2.9 million pre-tax expense in the 1998 third quarter rather than
the $8.1 million pre-tax benefit. (At December 31, 1998 the market price of the
Company's stock was above $15. Consequently, in the 1998 fourth quarter, the
Company recorded SARs expense equal to (i) the reversal of the $8.1 million
pre-tax third quarter benefit plus (ii) the $2.9 million that would have been
recorded in the 1998 third quarter had the market price been $15 plus (iii) the
normal 1998 fourth quarter expense.)

Cordant Options - See the Company's 1998 Form 10K for a description of the
Cordant Options and the alternative plan related thereto. The Company is
recording compensation expense in accordance with the alternative plan. Expense
associated with Cordant Options is recorded over a six year vesting period
ending December 13, 2001. In addition to expense recorded commensurate with
additional vesting, Cordant Options expense is affected by fluctuations in the
market price of Cordant Stock. The higher or lower the Cordant common stock
price the higher or lower the value of the Cordant Options and, consequently,
the higher or lower the expense.

At September 30, 1999 the market price of Cordant's common stock declined to
$30.44. This reduction resulted in a $2.9 million pre-tax 1999 third quarter
benefit. (Each $1 increase or decrease in the market price of Cordant common
stock will result in a $.2 million 1999 fourth quarter pre-tax expense or
benefit.)

9
<PAGE>

Howmet International Inc.

Notes to Consolidated Financial Statements (Unaudited)

F. SARS AND CORDANT OPTIONS (continued)

For the nine months ended September 30, 1999 and 1998, selling, general and
administrative expense included the following pre-tax amounts recorded in
connection with the SARs plan and with the Cordant Options (in millions):
<TABLE>
<CAPTION>

Nine Months Ended
September 30,
--------------------------------------
1999 1998
------------------ -----------------
<S> <C> <C>

SARs pre-tax (expense) benefit $(0.9) $ 2.8

Cordant Options pre-tax benefit
(expense) $ 0.7 $(1.4)

</TABLE>

G. INCOME TAXES

In the third quarter of 1999, the Company reduced its estimate of the effective
annual income tax rate from 37% to 36%. The reduction is due to higher benefits
related to the foreign sales corporation. Third quarter results benefitted from
a $1 million reversal of excess income taxes provided in the first half of the
year, as the tax rate on first half earnings was reduced to 36%.

The 1998 third quarter also included a benefit from the reversal of first half
income tax expense. The 1998 third quarter benefit was $1.7 million and was the
result of a change in the estimate of the 1998 annual effective income tax rate
from 40% to 38%.

The 1999 nine-month tax rate of 36% is 2% lower than 1998 due primarily to
higher estimates of research and development tax credits and higher benefits
related to the foreign sales corporation.

As of February 1999, the Company's taxable income will be included in Cordant's
consolidated Federal income tax return.

H. OTHER INFORMATION

On February 8, 1999, Cordant acquired the remaining 22.65 million shares of the
Company's common stock owned by Carlyle-Blade Acquisition Partners, L.P.
("Carlyle") for $385 million. The acquisition included a new Carlyle Standstill
Agreement and the extension of an existing covenant not to compete. With this
purchase of the Carlyle shares, Cordant's ownership of the Company's common
stock increased to approximately 84.6 million shares representing 84.6% of the
Company's outstanding voting common stock. The remaining 15.4% of the Company's
common stock is publicly owned.

I. CERCAST CONTINGENT MATTERS

10
<PAGE>

Howmet International Inc.

Notes to Consolidated Financial Statements (Unaudited)

I. CERCAST CONTINGENT MATTERS (continued)

action. The Company knows of no in-service problems associated with any of these
issues. In addition, Cercast has been, and expects to continue for some time to
be, late in delivery of products to certain customers. Data collection and
analysis must be completed before a definitive estimate of the Company's cost to
resolve the foregoing matters can be completed. Based on preliminary evaluation,
however, the Company recorded an estimated loss of $4 million in its
consolidated statement of income for the year ended December 31, 1998.

The Defense Criminal Investigative Service (the "DCIS") in conjunction with
agents from the military services and NASA, has undertaken an investigation with
respect to the foregoing matters at the Montreal and Bethlehem facilities. The
DCIS has informed the Company that the investigation concerns possible
violations of the False Claims Act and the False Statements Act, as well as
possible criminal penalties. The Company is unable to determine definitively
what, if any, civil or criminal penalties might be imposed as a result of the
investigation.

In July 1999, the Company received a customer claim related to certain of the
aforementioned issues, which was significantly higher than amounts accrued.
While final resolution of this claim is uncertain, the Company believes the
claim is excessive. In September 1999, the Company also discovered issues
related to product inspection procedures at its Cercast-Hillsboro (Texas)
facility and other testing and specification non-compliance at Cercast-Montreal
and Cercast-Bethlehem. The Company has substantially completed correction of
these procedures, has notified customers and government agencies, and has asked
the Department of Defense and Department of Justice to address these matters
under the U.S. government's voluntary disclosure program. The Company knows of
no in-service problems associated with these issues.

While there is uncertainty associated with all of the aforementioned matters,
the Company believes that additional cost for such matters beyond amounts
accrued, if any, would not have a material adverse effect on the Company's
financial position, cash flow, or annual operating results. However, additional
cost when and if accrued may have a material adverse impact on the quarter in
which it may be accrued.

Also, on March 1, 1999 the U.S. Air Force issued Notices of Proposed Debarment
relating to certain of the foregoing matters. On August 6, 1999, the Company
entered into an Administrative Agreement with the U.S. Air Force terminating
these Notices of Proposed Debarment. The Administrative Agreement permits the
affected facilities to resume accepting new U.S. government contracts and
subcontracts.

J. OTHER CONTINGENCIES

The Company is involved in certain environmentally related matters which are
discussed in its 1998 Form 10-K.

The Company, in its ordinary course of business, is also involved in other
litigation, administrative proceedings and investigations of various types in
several jurisdictions. The Company believes that these are routine in nature and
incidental to its operations, and that the outcome of any of these proceedings
will not have a material adverse effect upon its operations or financial
condition.

11
<PAGE>

Item 2. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
- --------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998
<TABLE>
<CAPTION>

Summary financial information for the quarters ended September 30 follows (in
millions, except per share data):

Better/
1999 1998 (Worse) Percent
-------------------------------------------------
<S> <C> <C> <C> <C>

Net Sales $355.2 $331.6 $23.6 7
- -----------------------------------------------------------------------------------------

Gross profit 83.7 81.4 2.3 3

Selling, general and administrative
expense 19.4 14.2 (5.2) (37)
Research and development expense 4.4 4.6 .2 4
- -----------------------------------------------------------------------------------------

Income from operations 59.9 62.6 (2.7) (4)
Net interest expense (1.3) (2.7) 1.4 52
Other, net (1.1) (1.2) .1 8
Income taxes (19.7) (20.6) .9 4
- -----------------------------------------------------------------------------------------

Net income $ 37.8 $ 38.1 $ (.3) (1)
=========================================================================================

Earnings per share (basic and diluted) $ .38 $ .37 $ .01 3
=========================================================================================
</TABLE>

Net sales in the 1999 third quarter were 7% higher than in the 1998 third
quarter. The 1999 sales increase is due to volume increases in the industrial
gas turbine market. Sales to the aero market were approximately 10% lower than
1998, including an approximate 2% price decrease. Such price reductions, as well
as similar price reductions for the industrial gas turbine market, were a
function of sharing cost savings with customers. The Company continues to
experience pressure from its major customers for price reductions and expects
such reductions to continue in 2000. The adverse effect of such reductions is
expected to be offset to a large extent, if not all, through Company and joint
Company/customer cost reduction programs. These cost reductions include
significant efficiency and yield improvements on new, technologically advanced
parts, as they move through the normal product life cycle. While expected, these
cost reductions cannot yet be assured.

Gross profit was $2.3 million higher in the 1999 quarter than in the 1998
quarter. The principal reason for the 1999 improvement was increased volume.
Cost control enabled the Company to capitalize on such volume increases.
Partially offsetting the improvement was the adverse effect of continuing
production problems at certain aluminum casting plants.

Selling, general and administrative expense was $5.2 million higher in the 1999
third quarter than in the 1998 quarter. $3.1 million of the increase is due to
the effect of the Company's SARs plan and Cordant Options. See Note F of Notes
to Consolidated Financial Statements. The increase also includes general price
level increases and higher cost to support higher volumes.

Net interest expense was $1.4 million lower in the 1999 third quarter compared
with 1998. The decrease was primarily due to lower debt levels and $0.5 million
of capitalized interest in 1999.

Income tax expense decreased $.9 million due to lower pre-tax earnings and a 2%
lower rate in 1999. The quarter-to-quarter comparison is also affected by
changes in estimated tax rates in both the 1999 and 1998 third quarters. See
Note G of Notes to Consolidated Financial Statements.

12
<PAGE>

Starting in late 1998, the Company discovered certain product testing and
specification non-compliance issues at its Cercast-Montreal and
Cercast-Bethlehem (Pennsylvania) facilities. The Company notified customers, is
actively cooperating with them and government agencies in the investigation of
these matters, and is implementing remedial action. The Company knows of no
in-service problems associated with any of these issues. In addition, Cercast
has been, and expects to continue for some time to be, late in delivery of
products to certain customers. Data collection and analysis must be completed
before a definitive estimate of the Company's cost to resolve the foregoing
matters can be completed. Based on preliminary evaluation, however, the Company
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended December 31, 1998.

13
<PAGE>

Nine Months Ended September 30, 1999 Compared to Nine Months Ended September
30, 1998
<TABLE>
<CAPTION>

Summary financial information for the nine months ended September 30 follows (in
millions, except per share data):

Better/
1999 1998 (Worse) Percent
-------------------------------------------------
<S> <C> <C> <C> <C>

Net Sales $1,097.6 $995.7 $101.9 10
- -----------------------------------------------------------------------------------------

Gross profit 258.2 235.5 22.7 10

Selling, general and administrative
expense 75.2 64.2 (11.0) (17)
Research and development expense 14.3 14.1 (.2) (1)
- -----------------------------------------------------------------------------------------

Income from operations 168.7 157.2 11.5 7
Net interest expense (4.8) (9.2) 4.4 48
Other, net (1.5) (2.8) 1.3 46
Income taxes (58.5) (55.2) (3.3) (6)
- -----------------------------------------------------------------------------------------

Net income $ 103.9 $ 90.0 $ 13.9 15
=========================================================================================

Earnings per share (basic and diluted) $ 1.03 $ .86 $ .17 20
=========================================================================================
</TABLE>

Net sales in the nine months ended September 30, 1999 were 10% higher than in
the 1998 nine-month period. The 1999 sales increase is due to volume increases
in the industrial gas turbine market. Sales to the aero market were
approximately 5% lower than 1998, including an approximate 2% price decrease.
Such price reductions, as well as similar price reductions for the industrial
gas turbine market, were a function of sharing cost savings with customers.

Gross profit was $22.7 million higher in 1999 than in the 1998 nine-month
period. The principal reason for the 1999 improvement was increased volume. Cost
control enabled the Company to capitalize on such volume increases. Partially
offsetting the improvement was the adverse effect of continuing production
problems at certain aluminum casting plants.

Selling, general and administrative expense was $11 million higher in 1999 than
in the 1998 nine-month period. $1.6 million of the increase is due to the effect
of the Company's SARs plan and Cordant Options. See Note F of Notes to
Consolidated Financial Statements. The increase also includes the cost of
systems upgrades, general price level increases and higher costs to support
higher volumes.

Net interest expense was $4.4 million lower in the 1999 nine months compared
with 1998. The decrease was primarily due to lower debt levels and $0.5 million
of capitalized interest in 1999.

Income tax expense increased $3.3 million due to higher pre-tax earnings,
partially offset by a 2% lower effective tax rate. The lower effective rate for
1999 was attributable primarily to higher estimates of research and development
tax credits and higher benefits related to the foreign sales corporation.

EARNINGS OUTLOOK

See Note F of Notes to Consolidated Financial Statements for a discussion of the
effects of SARs and Cordant Options on the third quarter results. In the 1999
third quarter the Company recorded a $2.9 million pre-tax benefit in connection
with the Cordant Options. The quarter also benefited from a SARs adjustment
resulting from the decline in the market price of Howmet common stock. If the
market price of Howmet common stock were $15 or higher at September 30, 1999,
the Company would have recorded $3.8 million less pre-tax profits in the 1999
third quarter.

14
<PAGE>

Excluding the adverse effect of the possible reversal of some or all of the
aforementioned pre-tax benefits in the fourth quarter, the Company expects
fourth quarter earnings per share in the $.28 to $.31 range. Excluding any
portion of the aforementioned benefits remaining in 1999 results, the Company
expects full year 1999 earnings per share in the $1.27 to $1.30 range. For 2000,
the Company currently expects earnings per share percentage growth in the mid to
upper single digits.

THIS EARNINGS OUTLOOK CONSISTS OF "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
(THE "ACT") INCLUDING STATEMENTS REGARDING EARNINGS PER SHARE AND EARNINGS PER
SHARE GROWTH. SUCH STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED THEREIN. THESE
RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN ASSESSING THIS EARNINGS OUTLOOK;
THEY INCLUDE THOSE DESCRIBED IN ITEM 5 OF THIS REPORT AND IN OTHER REPORTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity are cash flow from operations and
borrowings under its revolving credit facility. The Company's principal
requirements for cash are to provide working capital, service debt, finance
capital expenditures and fund research and development. Based upon the current
level of operations, management believes that cash from the aforementioned
sources will be adequate to meet the Company's anticipated requirements for
these purposes. To date, cash available after satisfaction of these requirements
has been used to voluntarily repay debt prior to mandatory due dates.

Capital expenditures in the 1999 nine months were $87.7 million. Capital
expenditures for the full year are expected to be approximately $120 million.
Such expenditures include amounts for previously announced plans to accelerate
expansion of IGT capacity at three plants and to build a new aero-airfoil plant.

At September 30, 1999, there were $50 million of outstanding borrowings and $7.6
million of outstanding standby letters of credit under the $300 million
revolving credit facility. An additional $2 million of standby letters of credit
were outstanding under another facility. At September 30, 1999, $242.4 million
of unused borrowing capacity was available under the Company's revolving credit
facility.

At December 31, 1998, the Company's balance sheet includes $716.4 million of
Pechiney Notes and a related $716.4 million Restricted Trust asset. On January
4, 1999 Pechiney, S.A. (the Company's previous owner) repaid the Pechiney Notes
in full. As a result, the Restricted Trust, which secured Pechiney, S.A.'s
agreement to repay the notes, was terminated. No Company funds were used in the
payment of the notes.

Debt, excluding Pechiney Notes, plus redeemable preferred stock as a percentage
of total capitalization (these items plus common stockholders' equity) was 18%
at September 30, 1999 compared to 30% at December 31, 1998. The current ratio
(excluding short-term debt and Pechiney Notes) was 1.1 at September 30, 1999 and
at December 31, 1998. Working capital (excluding short-term debt and Pechiney
Notes) was $40 million and $34.8 million at September 30, 1999 and December 31,
1998, respectively.

The Company has an agreement to sell, on a revolving basis, an undivided
interest in a defined pool of accounts receivable. The Company has received $55
million from the sale of such receivables and has deducted this amount from
accounts receivable as of September 30, 1999. The $56.6 million retained
receivables, shown in the September 30, 1999 balance sheet represents the
receivables set aside to replace sold receivables in the event they are not
fully collected.

Since December 31, 1998, the cumulative translation adjustment, which is
included in stockholders' equity, changed by $6 million, resulting in a $10.9
million negative balance at September 30, 1999. The change is due to the
strengthening of the U.S. dollar relative to the French franc.

15
<PAGE>

FEBRUARY 1999 CHANGE IN OWNERSHIP AND PREFERRED STOCK REDEMPTION

On February 8, 1999, Cordant Technologies Inc. ("Cordant") acquired the
remaining 22.65 million shares of the Company's common stock owned by
Carlyle-Blade Acquisition Partners, L.P. ("Carlyle") for $385 million. The
acquisition included a new Carlyle Standstill Agreement and the extension of an
existing covenant not to compete. With this purchase of the Carlyle shares,
Cordant's ownership of the Company's common stock increased to approximately
84.6 million shares representing 84.6% of the Company's outstanding voting
common stock. The remaining 15.4% of the Company's common stock is publicly
owned.

On February 17, 1999, the Company exercised its option to redeem all of its
outstanding 9% redeemable preferred stock. The payment was made to Cordant, the
sole preferred stockholder. The Company borrowed under its existing revolving
credit facility to make this payment.

YEAR 2000 COMPLIANCE

The Company does not anticipate a disruption in operations as a result of
computer hardware and software issues associated with the Year 2000. A team of
both Company personnel and contract consultants is specifically assigned to
actively identify, evaluate and address the Company's Year 2000 compliance
issues. Overall, the Company has completed virtually all of the Year 2000
testing and associated corrective actions for its critical systems and devices.

Business Information Systems Remediation: Management believes that virtually all
- -----------------------------------------
date logic problems on the Company's central mainframe and distributed server
applications have been identified, and remedial action to correct or replace
problematic code, with minor exceptions, has been completed. All central systems
have been placed under restrictive change control procedures to ensure that
corrected systems are not inadvertently impacted by further changes. System-wide
testing activity will be conducted periodically throughout 1999. In addition to
the aforementioned efforts, the Company is installing several commercial
application software products, at both its central facility and at certain plant
sites, to further address its Year 2000 readiness.

The Year 2000 compliance team is concurrently working with the various plant
facilities to identify and implement any needed changes to local business
applications. The inventory and assessment phase of this effort at each plant
has been completed. Corrective action projects have been completed for virtually
all of the critical systems at all plants. To date no material risk of
non-compliance has been identified. No major information systems initiatives
have been materially adversely affected due to staffing constraints or
expenditures needed to remedy Year 2000 issues.

Embedded Processor Systems Remediation: The Year 2000 team has provided each
- ------------------------------------------
plant facility with guidance and support for embedded processor identification,
evaluation, testing and remediation, where required. The plant facility teams
have, with minor exceptions, tested and/or corrected all of the critical
embedded systems.

Customer and Supplier Readiness: The Company has also initiated formal
- -----------------------------------
communications with all of its significant suppliers, including raw materials,
services, and computer hardware/software suppliers, and large customers to
determine the extent to which the Company's manufacturing processes and
interface systems are vulnerable to those third parties' failure to resolve
their own Year 2000 issues. These communications have included written inquiries
or questionnaires and, in some instances, on-site meetings. Over 880 suppliers
have responded to the Company's survey, and a plan has been established to
validate important suppliers' Year 2000 preparations. Electronic interfaces with
individual business associates are being addressed on a case by case basis.
There can be no assurance that the systems of other companies on which Howmet's
systems rely will be timely converted and would not have an adverse effect on
the Howmet systems. However, responses to date have indicated no significant
problems.

Risk Assessment, Worst Case Scenarios and Contingency Planning: Management
- --------------------------------------------------------------------
believes that the most likely worst case Year 2000 scenario for the Company
would be a shut down of individual pieces of critical equipment or computer
systems at one or two of its manufacturing facilities for one or two weeks
disrupting but not totally eliminating production at those plants. Work-around
procedures would probably be established by the end of that period. Total
remediation of the underlying problem may stretch over a six-month period or
longer. Management further believes that this is more likely to occur at its
foreign facilities than its U.S. plants. Even in this eventuality, management
believes any loss of revenue during the period involved will be substantially
recovered in later periods as a result of deferral rather than cancellation of
orders or deliveries. But no assurance can be given in this regard.

16
<PAGE>

The Company has developed Year 2000 contingency plans in three areas: 1)
business systems processing at the Company's primary data center, 2) procurement
activities for critical raw materials and services including transportation, and
3) local manufacturing processes and systems at each facility. These plans were
completed during the third quarter of 1999 and employ methods such as alternate
manual processes for critical applications, installation of a generator at the
Company's primary data center, the establishment of a corporate command post,
full staffing of information technology and plant maintenance personnel during
the year-end weekend, extensive future date testing, methods to assure adequate
inventory of materials, if any, identified as susceptible to supply
interruption, extra product quality testing in 2000, validation of customer and
supplier electronic data interchanges, critical equipment shut-downs on December
31, 1999 and active monitoring, measuring and auditing plant compliance. While
diligent efforts have been made to anticipate and mitigate risks, it is possible
that the inability of the Company or its suppliers or customers to effectuate
solutions to their respective Year 2000 issues on a timely and cost effective
basis could have a material adverse effect on the Company.

Cost Information: The estimated cost at completion for all phases of the
- ------------------
Company's Year 2000 project is $16.3 million. An estimated $6.7 million (41%) of
this expense is for information systems labor and miscellaneous project costs;
these costs are being expensed as routine information systems maintenance as
incurred over the three-year duration of the project. Another $7.0 million (43%)
is for software purchase and implementation costs for applications that were
installed as scheduled, or on an expedited basis, for Year 2000 purposes. An
additional $2.6 million (16%) is for infrastructure upgrades or replacement.

Approximately $15.1 million (93%) had been expended as of September 30, 1999;
the Company expects to spend $0.5 million (3%) during the remainder of 1999 and
$0.7 million (4%) in 2000.

EURO CONVERSION

The Company continues to assess the impact of the Euro conversion on its
business operations and is currently implementing a strategy which will allow it
to operate in a Euro environment during the transition period, from January 1,
1999 to December 31, 2001, and after full Euro conversion, effective July 1,
2002. The Company does not expect the Euro conversion to materially impact its
competitive position, nor to significantly impact its computer software plans.
The Company does not expect any significant changes to its current hedging
policy and does not expect any significant increases in its foreign exchange
exposure.

NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133". This statement delays the effective date of Statement No.
133 to fiscal years beginning after June 15, 2000. Statement No. 133 establishes
accounting standards for derivative instruments and for hedging activities. The
statement will require the Company to recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. If the derivative is a hedge, depending on the nature of
the hedge, changes in the fair value of derivatives will either be offset
against the changes in fair value of the hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive income until
the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings.
The Company has not yet determined what the effect of Statement No. 133 will be
on the earnings and financial position of the Company. The Company expects to
adopt this new statement on January 1, 2001.

Item 3. Quantitative and Qualitative Disclosure About Market Risk
---------------------------------------------------------

There have been no significant changes in market risk since the end of the
Company's December 31, 1998 year. For more information, please read the
consolidated financial statements and notes thereto included in the Company's
Notice of Annual Meeting and Proxy Statement, Exhibit A, incorporated by
reference in the Annual Report on Form 10-K for the year ended December 31,
1998.

17
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
-----------------

See Note I of Notes to Consolidated Financial Statements with respect to certain
product testing and specification non-compliance issues at certain of the
Company's aluminum casting facilities and a related claim and proceedings.

Item 5. Other Events
------------

CAUTIONARY STATEMENT

Certain statements in this quarterly report are "forward-looking statements" as
defined in the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The matters discussed in these statements are subject to
risks and uncertainties which should be considered in assessing the Company's
conduct of its business. Such statements include those relating to sales and
earnings growth, the price of the Company's stock, the Cercast manufacturing
process issues, anticipated cost reductions, cash flow adequacy, year 2000
compliance, euro conversion, accounting standard changes and others. All
forecasts and projections in this report are "forward-looking statements", and
are based on management's current expectations of the Company's results, based
on current information available pertaining to the Company and its products
including the aforementioned risk factors. The words "expect," "project,"
"estimate," "predict," "anticipate," "believes," "plans," "intends," and similar
expressions are also intended to identify forward-looking statements. Pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, the Company cautions readers that such forward-looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those projected in those statements. These risks and
uncertainties include, but are not limited to, worldwide economic and political
conditions, the effects of aerospace industry economic conditions and
cyclicality, the nature of the Company's customer base, competition, pricing
pressures, availability and cost of raw materials and others detailed in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 and
other reports filed with the Securities and Exchange Commission.

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

(a) -- Exhibits
--------

10.35 Administrative Agreement dated August 6, 1999 between Howmet
Corporation and the United States Department of the Air Force.
27.1 Financial Data Schedule

(b) -- Reports on Form 8-K
-------------------

During the quarter ended September 30, 1999, the Company filed the
following Current Reports on Form 8-K:

Report filed August 9, 1999. Item 5 - Other events - News Release
reporting that the Company entered into an Administrative Agreement with the
U.S. Air Force terminating the Air Force's proposed debarment against two
facilities.

Report filed September 23, 1999. Item 5 - Other events - News Release
announcing that fourth quarter earnings should be in the range of $.28 to $.31.

18
<PAGE>

SIGNATURES
----------

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.

Dated: October 21, 1999

HOWMET INTERNATIONAL INC.

/s/ John C. Ritter
------------------
John C. Ritter
Senior Vice President &
Chief Financial Officer
(Principal Financial Officer)

/s/ George T. Milano
--------------------
George T. Milano
Corporate Controller
(Principal Accounting Officer)

ADMINISTRATIVE AGREEMENT
This Administrative Agreement ("Agreement"), dated the 6th day of
---
August 1999, is made between Howmet Corporation, a Delaware corporation
- ------
("Howmet"), and the United States Department of the Air Force ("Air Force"). As
used herein, Howmet means Howmet Corporation and all its operating sectors,
groups, divisions, units and wholly-owned subsidiaries in North America,
including those acquired or established during the term of this Agreement. As
used herein, Air Force means the Deputy General Counsel (Contractor
Responsibility).
PREAMBLE
1. Howmet is a corporation engaged in the manufacture of aircraft
components for military and civilian uses, and has its principal place of
business at Greenwich, Connecticut.
2. On March 1, 1999, the Air Force delivered a Notice of Proposed
Debarment to Howmet's subsidiary Howmet Cercast (Canada), Inc. ("Cercast -
Canada"), thereby in effect suspending it from government contracting and
Government-approved subcontracting pursuant to the procedures contained in
Federal Acquisition Regulation (FAR) Subpart 9.4 and Department of Defense FAR
Supplement (DFARS) Subpart 209.4. The activities giving rise to the Notice
occurred at Cercast - Canada's Montreal, Quebec facility ("Cercast -
Montreal"). Howmet voluntarily disclosed to the Air Force similar conduct, but
more limited in scope, at the Bethlehem, Pennsylvania facility ("Cercast -
Bethlehem") owned and operated by Cercast - Canada's sister company, Howmet
Cercast (U.S.A.), Inc. ("Cercast - U.S.A.").
3. On May 13, 1999 the Air Force advised Cercast - Canada that the Air
Force was terminating the foregoing Notice of Proposed Debarment, and by
letters dated May 17, 1999 the

<PAGE>

Air Force issued new Notices of Proposed Debarment applicable specifically to
Cercast - Montreal and Cercast - Bethlehem.
4. Howmet has expressed an interest in demonstrating that it can be
trusted to deal fairly and honestly with the Government and that suspending or
debarring Cercast - U.S.A. and Cercast - Canada from future Government
contracting is not a necessary protection in this case. Howmet has acknowledged
improper conduct of employees at Cercast - Montreal and Cercast - Bethlehem and
has taken responsibility for the circumstances of wrongdoing. Howmet has agreed
to keep in place its Business Ethics Program voluntarily adopted prior to the
date of this Agreement, and to take other actions as specified herein to assure
that it possesses the high degree of business honesty and integrity required of
a Government contractor.
5. Howmet represents that, to the best of Howmet's knowledge, none of the
individuals who were involved in the kickback activity, one of the issues
involved in Howmet's disclosure, is now employed by Cercast - Canada or any
other Howmet affiliate.
6. The Air Force and Howmet agree that FAR Subpart 9.406 may provide a
basis upon which to debar Howmet. The Air Force has determined, however, that
based upon information currently known to the Air Force, Howmet's corrective
actions, described in the terms and conditions of this Agreement, provide
adequate assurance that Howmet's future dealings with the Government, if any,
will be conducted responsibly and that suspension or debarment is not necessary
at this time to protect the Government's interests. The parties, therefore,
agree to the terms and conditions set out below.
ARTICLES
1. PERIOD. The period of this Administrative Agreement shall be
three years from the date of execution of this Agreement by the Air Force, or,
if the Air Force determines at

<PAGE>

any time during the three years that Howmet has ceased to be in full compliance
with the letter and spirit of this Agreement,for a period of three years
following reestablishment of full compliance as determined by the Air Force.
2. EMPLOYEES. The word "employee(s)" in this Agreement includes
company officers, permanent, temporary, and contract employees, full-time and
part-time employees, consultants, and members of the Board of Directors.
3. SELF-GOVERNANCE PROGRAMS. Howmet has implemented and agrees to
maintain a self-governance program that includes compliance programs for
affected employees and a Business Ethics Program that covers all employees of
Howmet, including Cercast - U.S.A. and Cercast - Canada. The Business Ethics
Program shall be maintained so as to ensure that Howmet and each of its
employees maintain the business honesty and integrity required of a Government
contractor and that Howmet operates in strict compliance with all applicable
laws, regulations, and the terms of any contract. Howmet represents that its
Business Ethics Program includes the following components:
a. CENTRAL, HIGH-LEVEL PROGRAM MANAGEMENT. Howmet has designated
Howmet's Director of Internal Audit to be the Program Ethics Officer. The Ethics
Officer is responsible for managing all aspects of the Howmet Business Ethics
Program.
b. CODE OF BUSINESS ETHICS. A written Code of Ethics and Standards
of Business Conduct (hereinafter "the Code") was adopted on May 7, 1999 by the
Board of Directors of Howmet International Inc., Howmet's parent company. A copy
of the Code is Exhibit A to this Agreement. The Code has been circulated to each
employee of Howmet. After reading the Code each current employee has signed or
will have signed within twelve months of the effective date of this Agreement a
register or acknowledgement stating that he or she has read

<PAGE>

and understood the Code. Howmet shall maintain such a register or
acknowledgements containing the signatures of its employees, and such a register
or acknowledgements will be open to inspection by the Government. At least once
in each twelve-month period beginning on the first anniversary of the effective
date of this Agreement, then-current employees shall repeat the procedure of
reading the Code and signing the register or acknowledgements. Within two weeks
of starting employment with Howmet, new employees shall read the Code and sign
the register or acknowledgements. Within that two week period the new employee's
immediate supervisor or other management person also shall discuss the content
and requirements of the Code with the new employee.
c. INFORMATION AND EDUCATION PROGRAM. Howmet has instituted and
shall maintain an information and education program, including employee
training, designed to assure that all Howmet employees are aware of all
applicable laws, regulations, and standards of business conduct that employees
are expected to follow, and the consequences to both the employee and the
company that will ensue from any violation of such measures. Employee training
consists of live ethics and compliance training for all employees in a classroom
setting each twelve-month period commencing on the effective date of this
Agreement (with credit given for any training given within six months prior to
such effective date), with each session, or combination of sessions, lasting
approximately one hour in each such twelve-month period. A subject outline and
schedule for the training program is included here as Exhibit B and is
incorporated by reference into this Agreement.
d. LANGUAGES. All written materials and training related to the
Business Ethics Program will be provided in English, and (for the Cercast -
Montreal facility) French.
<PAGE>

e. REPORTING AND INFORMATION RESOURCES. Howmet has installed a
toll-free, dedicated telephone number for confidential calls reporting suspected
misconduct or for asking questions related to business ethics or business
conduct at Howmet. In addition, Howmet has posted in prominent places accessible
to each of its employees a notice giving the toll-free number, inviting
confidential calls, and stating the company's commitment to comply with all
applicable laws and regulations in the conduct of its business. A copy of the
notice is attached to this Agreement as Exhibit C. Howmet also has posted in
common work areas a "Hotline" poster prepared by the Inspector General of the
Department of Defense providing phone numbers to report fraud, waste, and abuse,
and/or security violations.
f. GIFTS PROHIBITED. Howmet has instituted a prohibition on
giving any gift, gratuity, meal, refreshment, or entertainment to any
Government employee.
4. PREFERRED SUPPLIER PROGRAM. Howmet shall institute a Preferred
Supplier Program within 180 days of the effective date of this Agreement. The
Preferred Supplier Program shall be designed to rate prospective subcontractors
and suppliers for quality and performance, and to assign an enhanced priority to
such entities for having instituted compliance and values based ethics programs.
5. PERFORMANCE STANDARDS. Promotion of and adherence to the Howmet
Business Ethics Program is an element of each manager's and supervisor's written
performance standards. Each manager and supervisor is appraised annually in
writing on his or her knowledge of, adherence to and promotion of Howmet's
Business Ethics Programs. Howmet will submit, as a part of each report to the
Air Force pursuant to Article 8, a statement by the President of Howmet, or its
Senior Vice President - North American Operations, that he has
<PAGE>

verified that each manager and supervisor has been appraised on his or her
adherence to and promotion of Howmet's Business Ethics Program.
6. GENERAL MANAGER'S CERTIFICATE. Howmet has implemented and will
maintain an annual certification requirement. The General Manager of each of
Howmet's facilities shall attest that he or she has personally advised each
employee of the following information, or has arranged for and verified that
each employee has been advised of the following information: (a) the content and
application of the company's Business Ethics Program; (b) strict adherence to
the law, the Code, and the principles of the Business Ethics Program is a
condition of employment; and (c) Howmet will take disciplinary action, including
discharge, for any violation of law, the Code, the principles of the Business
Ethics Program, or basic tenets of business honesty and integrity. Such advice
and information may be provided at employee group meetings. A copy of the
certificate used to fulfill this requirement is attached as Exhibit D. Cercast -
U.S.A. and Cercast - Canada will submit, as a part of each report to the Air
Force pursuant to Article 8, a statement by the President of Cercast - U.S.A.
and Cercast - Canada that he has verified that the certifications are being
maintained and that the General Manager of each of the Cercast - U.S.A. and
Cercast - Canada facilities has provided a certification as required by this
provision. The certificates shall be maintained and available for the Air
Force's review and inspection during the life of this Agreement.
7. BOARD OF DIRECTORS RESPONSIBILITIES. The Audit Committee of the
Board of Directors of Howmet International, Inc. shall be responsible for
Howmet's Business Ethics Program, for maintaining and updating the Code, and for
auditing Howmet's compliance with this Agreement. The Howmet Director of
Internal Audit and appropriate members of management shall report to the Audit
Committee in person and in writing once in 1999 and not

<PAGE>

less than three times each year thereafter concerning Howmet's Business Ethics
Program and compliance with this Agreement. Howmet shall take whatever actions
are appropriate and necessary to ensure that it conducts its activities in
compliance with the requirements of the law and sound business ethics. Howmet
shall provide to the Air Force copies of the written reports and minutes of the
Audit Committee meetings reflecting the reports made to the Audit Committee and
the decisions or directions to management concerning any matters in any way
related to Howmet's Business Ethics Programs or this Agreement. The names of the
members of the Audit Committee are listed at Exhibit E. If any member of the
Audit Committee leaves the Audit Committee, Howmet shall notify the Air Force
within one week of the change and shall provide the name of each new member to
the Air Force upon election or appointment.
8. REPORTS. Pursuant to the schedule set forth as Exhibit F, the
President of Cercast - U.S.A. and Cercast - Canada shall submit written reports
to the Air Force describing the measures taken by Cercast - U.S.A. and Cercast -
Canada since the prior report to implement the Howmet Business Ethics Program at
these facilities and to ensure their compliance with this Agreement. The
schedule at Exhibit F sets forth the reporting dates for submission of the
reports. The reporting dates are deadlines for receipt of the reports at Air
Force Headquarters. Howmet's failure to meet these requirements on or before the
dates agreed to shall constitute a breach of this Agreement. The reports shall
include the following as they relate to Cercast - U.S.A. and Cercast - Canada:
a. Standards of conduct/ethics/compliance training conducted,
subject matter covered, and the number and type of employees who attended.
b. Initiatives relating to the Business Ethics Program.
c. Information required by Articles 5, 6, 10, 13 and 14.
<PAGE>

d. The initiation and status of any ongoing investigation of,
or legal proceedings involving, Cercast - U.S.A. or Cercast - Canada, including
times, places, and subject matter of search warrants, subpoenas, criminal
charges, criminal or civil agreements, etc.
e. A statement by the President of Cercast - U.S.A. and Cercast -
Canada that he has verified that the register or acknowledgements referenced in
Article 3.b. are being maintained, and that to the best of his knowledge each
employee has signed the register or acknowledgements as required by this
provision.
f. A report identifying all calls made to the company confidential
toll-free line (regardless of subject matter) relating to Cercast - U.S.A. or
Cercast - Canada, and any instances of suspected misconduct involving Cercast -
U.S.A. or Cercast - Canada brought to the attention of management through any
other channel during the period since the last report. Such reports shall
summarize the facts of each matter, stating the date and source (generically
identified only as employee, consultant, outsider, etc.), medium of the report,
the date and nature of the reported conduct, type and results of any internal
investigation, corrective and/or disciplinary action and date of feedback to the
source of the information. Matters pending resolution at the time of a reporting
period shall be reported in each report until final resolution of the matter is
reported. If the company has received no reports, Howmet shall report that fact.
For purposes of this Article 8.f., Howmet may summarize the matters reported.
The complete Howmet files on each case, however, shall be made available to the
Air Force upon request (consistent with preserving the confidentiality of the
caller if so requested by him or her).
g. A statement of any problems or weaknesses identified through the
Ethics and Business Conduct process, corrective action proposed or initiated,
and the status of any corrective action.

<PAGE>

9. MANAGEMENT. The President of Cercast - U.S.A. and Cercast -
Canada on the date of execution of this Agreement by Howmet is Terrence Rose.
Howmet agrees to notify the Air Force within one week if this officer leaves his
current position and to provide the name of the successor to the Air Force upon
appointment.
10. LEGAL PROCEEDINGS. Howmet represents to the Air Force that, to
the best of Howmet's knowledge, no Howmet facility is now under criminal or
civil investigation by any Governmental entity, except as follows:
a) an investigation presently underway by the Defense Criminal
Investigative Service into the kickback and quality issues presented
to the Air Force by Howmet in its Present Responsibility Document
dated March 24, 1999 and its Supplemental Present Responsibility
Submissions dated April 9, 1999 and May 5,
1999;
b) a possible investigation by the U.S. Air Force's Office of Special
Investigations into inspection practices at Howmet's Machinery
Center in Winsted, Connecticut in the 1993-94 time period, which
investigation was last active, to Howmet's knowledge, in 1997.
In addition to the periodic written reports required under Article 8, Howmet
shall notify the Air Force within five working days of the time Howmet learns
of: (a) the initiation of any other criminal or civil investigation by any
federal, state, or local government entity involving allegations of Foreign
Corrupt Practices Act, false statements, false claims, corruption, conflict of
interest or anti-trust violations, if Howmet has reason to believe that any
facility of Howmet is a target or subject of such investigation; (b) service of
subpoenas by any such governmental entity, if Howmet has reason to believe that
any facility of Howmet is a subject or target of the

<PAGE>

investigation; (c) service of search warrants and/or searches carried out in any
facility of Howmet; (d) initiation of legal action against any facility of
Howmet or any of its employees, or agents by any entity alleging violations of
the Foreign Corrupt Practices Act, false statements, false claims, corruption,
conflict of interest, or anti-trust violations relating to the business of such
facility; or (e) criminal charges brought by any governmental entity against any
facility of Howmet, or any of its employees, or agents, relating to the business
of such facility. Howmet shall provide to the Air Force as much information as
necessary to allow the Air Force to determine the impact of the investigative or
legal activity upon the present responsibility of Howmet for Government
contracting.
11. MEETING. Between five and seven months after the effective date
of this Agreement, at the request of the Air Force Deputy General Counsel for
Contractor Responsibility, the President of Howmet and its Director of Internal
Audit shall meet with the Deputy General Counsel, or his designee, to discuss
the status of implementation of this Agreement and the Business Ethics Programs.
12. BUSINESS ETHICS PROGRAM REVIEW. Prior to the execution of this
Agreement, Howmet shall engage an independent party designated by the Air Force
to perform a review of Cercast - U.S.A.'s and Cercast - Canada's participation
in Howmet's Business Ethics Program. Howmet shall require the independent party
to prepare a report for Howmet evaluating Cercast - U.S.A.'s and Cercast -
Canada's Business Ethics participation in this Program and recommending any
appropriate changes. Howmet shall direct the independent party to issue the
report to Howmet and to the Air Force without first discussing its proposed
conclusions with Howmet. Howmet shall provide its action plan for implementing
any recommended changes to the Air Force. This process shall be completed
promptly so that Howmet's action plan is

<PAGE>

furnished to the Air Force not later than four months after the effective date
of this Agreement. Howmet shall initiate a second review of Cercast - U.S.A.'s
and Cercast - Canada's participation to be conducted with a report of the
findings. Howmet shall prepare and submit the report to the Air Force not later
than 30 months after the effective date of this Agreement.
13. SELF-GOVERNANCE PROGRAM AUDIT. Howmet shall cause Howmet's
Internal Audit organization to audit Cercast - U.S.A.'s and Cercast - Canada's
operations for compliance with this Agreement and Howmet's self-governance
programs, including the Cercast - U.S.A.'s and Cercast - Canada's participation
in Howmet's Business Ethics Program. Howmet's Internal Audit organization shall
audit Cercast - U.S.A. and Cercast - Canada in each twelve-month period
beginning on the date of this Agreement. The results of the audits shall be
furnished to the Air Force with the reports submitted pursuant to Article 8.
14. LIST OF AUDIT REPORTS. In addition to audit reports elsewhere
required under Article 8, Howmet agrees to provide the Air Force with a list of
all internal and external audit reports, relating to Cercast - U.S.A. or Cercast
- - Canada, generated by or for Howmet's Internal Audit organization during the
reporting period covered by the current Article 8 report. Howmet shall include
in the list reports generated as a result of customer or Government surveys of
Cercast - U.S.A. and Cercast - Canada.
15. REPORTS OF MISCONDUCT. In addition to the routine reports of
misconduct required by Article 8.f., Cercast - U.S.A. and Cercast - Canada shall
report to the Air Force, within 15 days of discovery by management, any
suspected misconduct relating to any facility of Cercast - U.S.A. and Cercast -
Canada that management has reasonable grounds to believe may constitute a
violation of criminal law, or civil law that would impact on the present
responsibility of the facility. The misconduct to be reported pursuant to this
article includes

<PAGE>

misconduct by any person, including, but not limited to, Cercast - U.S.A.,
Cercast - Canada, their subcontractors, suppliers, and employees, as defined
herein, and Government employees, when related to the conduct of Cercast -
U.S.A. or Cercast - Canada or their businesses, and shall include misconduct
disclosed to Howmet from any source relating to the business of Cercast - U.S.A.
or Cercast - Canada. Howmet will investigate all reports of such misconduct that
come to its attention and will notify the Air Force of the outcome of such
investigations and any potential or actual impact on any aspect of the
Government business of Cercast - U.S.A. or Cercast - Canada. Howmet will take
corrective action, including prompt restitution, with respect to any harm to the
Government. Howmet will include summary reports of the status of each such
investigation to the Air Force in the reports submitted pursuant to Article 8
until each matter is finally resolved. As a separate matter and not related to
the above provisions of this paragraph, Howmet has advised the Air Force that,
as a part of Howmet's self-governance program, Howmet has a written policy of
voluntarily disclosing suspected misconduct affecting Government business,
pursuant to the Department of Defense Inspector General's Voluntary Disclosure
Program. It is not a requirement of this Agreement that Howmet participate in
any Voluntary Disclosure Program. If, however, Howmet does participate in the
program, during the term of this Agreement, Howmet will provide to the Air Force
copies of all such disclosures within five days of the disclosure. It is the
intention of the Air Force that the requirements of this Agreement related to
required disclosures by Howmet to the Air Force shall not render involuntary a
disclosure made pursuant to any agency Voluntary Disclosure Program.
16. QUALITY ASSURANCE GROUP. Howmet has established and shall
continue to maintain an independent quality assurance group that does not report
to directors of production of Cercast - U.S.A. or Cercast - Canada. Howmet shall
notify the Air Force of any

<PAGE>

proposed changes to this organizational arrangement before the changes occur.
Howmet shall not effect the changes unless and until the Air Force concurs. The
independent quality assurance group shall regularly audit Cercast - U.S.A.'s and
Cercast - Canada's compliance with applicable specifications and contract
requirements; such audits shall include transaction testing. Cercast - U.S.A.
and Cercast - Canada shall maintain complete records, including original
documents, of all purchases, sales, receipts, shipments, or testing of any
material or product in any way related to government contracts or subcontracts.
These records shall be sufficient to provide complete evidence of all
transactions related to items furnished directly or indirectly by Cercast -
U.S.A. or Cercast - Canada to the Government upon any government procurement.
These records shall be maintained for not less than four years after final
payment of any affected contract.
17. LETTERS TO SUPPLIERS AND SUBCONTRACTORS. In November 1999,
Howmet will distribute a letter from its president to every supplier and
subcontractor to Howmet with significant or recurring activity with Howmet. The
letter (1) will emphasize Howmet's commitment to procurement integrity, (2) ask
suppliers and subcontractors not to offer or give anything of value to Howmet's
employees, (3) state that Howmet's employees are not allowed to give to or
receive from Howmet suppliers anything of value, (4) ask suppliers and
subcontractors to report to Howmet's Director of Internal Audit any improper or
illegal activity by Howmet employees, and (5) inform them of the telephone
number for the Howmet Alertline. A copy of the letter is at Exhibit G. A similar
letter will be sent to all Howmet suppliers and subcontractors each year
thereafter in the month of November. A copy of each year's letter shall be
furnished to the Air Force pursuant to Article 8.

<PAGE>

18. EMPLOYMENT OF SUSPENDED OR DEBARRED INDIVIDUALS. Howmet has a
written internal operating policy that it shall not knowingly employ, with or
without pay, an individual who is under indictment for, or convicted of, a crime
rendering them ineligible for Federal programs, or listed by a Federal Agency as
debarred, suspended, or otherwise ineligible for Federal programs. A copy of the
policy is attached as Exhibit H. In order to carry out the policy, Howmet shall
make reasonable inquiry into the status of any potential employee or consultant.
Such reasonable inquiry shall include, at a minimum, review of the General
Services Administration's ("GSA") List of Parties Excluded from Federal
Procurement and Nonprocurement Programs as maintained by GSA on its Internet
website. The Howmet policy does not require Howmet to terminate the employment
of individuals who are indicted, become suspended or are proposed for debarment
during their employment with Howmet. However, it will remove such employees from
responsibility for or involvement with Howmet's business affairs until the
resolution of such suspension or proposed debarment. In addition, if any
employee of Howmet is charged with a criminal offense relating to business or
otherwise relating to honesty and integrity, Howmet will remove that employee
immediately from responsibility for or involvement with its business affairs. If
the employee is convicted or debarred, Howmet policy requires that the employee
will be terminated from employment with Howmet. Howmet shall notify the Air
Force of each such personnel action taken, and the reasons therefor, within 15
days of the action.
19. BUSINESS RELATIONSHIPS WITH SUSPENDED OR DEBARRED ENTITIES.
Howmet has a written internal operating policy that Howmet shall not knowingly
form a contract with, purchase from, or enter into any business relationship
with any individual or business entity that is listed by a Federal Agency as
debarred, suspended, or proposed for

<PAGE>

debarment. A copy of the policy is attached as Exhibit I. To effectuate this
policy, Howmet shall make reasonable inquiry into the status of any potential
business partner, to include, at a minimum, review of the General Services
Administration's List of Parties Excluded from Federal Procurement or
Nonprocurement Programs, including the version maintained by GSA on its Internet
website. Notwithstanding any other provision of this Article, Howmet may enter
into a business relationship with a suspended or debarred contractor, if the
President of Howmet first determines in writing that a compelling reason
justifies the action and furnishes to the Air Force Deputy General Counsel for
Contractor Responsibility a copy of the determination not less than five working
days prior to Howmet's entering into such a business relationship. Howmet shall
not enter into a business relationship under a federally funded contract with a
suspended or debarred entity if the Air Force objects. In addition to the
provisions of this article, Howmet shall comply with the requirements of FAR ss.
9.405-2(b) and provide to the Air Force Deputy General Counsel for Contractor
Responsibility a copy of the documents submitted to the contracting officer
pursuant thereto.
20. FORMER EMPLOYEES. Howmet voluntarily has severed all business
relationships with Christian Vincent and Elmond Armorer, including, but not
limited to, the following relationships: employer-employee, creditor-debtor, and
owner-business entity (including shareholder-corporation). Howmet shall never
reemploy or resume business relations with the former employees named in this
paragraph or any other individuals terminated from Cercast - U.S.A. or Cercast -
Canada who have been implicated by clear and convincing evidence in the
misconduct at issue here.
21. PROPOSED CHANGES. Howmet shall notify the Air Force of any
proposed changes in the directives, instructions, or procedures implemented in
furtherance of

<PAGE>

Howmet's Business Ethics Programs and compliance with this Agreement. The Air
Force, or its authorized representative, retains the right to verify, approve,
or disapprove any such changes. No material changes shall be implemented
without the prior approval of the Air Force.
22. ACCESS TO RECORDS AND INFORMATION. In addition to any other
right the Air Force may have by statute, regulation, or contract, the Air Force
or its duly authorized representative may examine Howmet's books, records, and
other company documents and supporting materials for the purpose of verifying
and evaluating: (a) Howmet's compliance with the terms of this Agreement; (b)
Howmet's business conduct in its dealings with all of its customers, including
the Government; (c) Howmet's compliance with Federal laws, regulations, and
procurement policies and with accepted business practices; and (d) Howmet's
compliance with the requirements of Government contracts or subcontracts. The
materials described above shall be made available by Howmet at all reasonable
times for inspection, audit, or reproduction. Further, for purposes of this
Article, the Air Force or its authorized representative may interview any Howmet
employee at the employee's place of business during normal business hours, or at
such other place and time as may be mutually agreed between the employee and the
Air Force. Employees may elect to be interviewed with or without a
representative of Howmet being present. The employee may be represented
personally by his own counsel if requested by the employee. Such counsel may
also be counsel to Howmet or be provided to the employee by Howmet.
23. COSTS OF REVIEW. Howmet has paid to the Air Force $30,000 to
cover the Air Force's costs of independently reviewing this matter and
administering this Agreement.

<PAGE>

24. UNALLOWABLE COSTS.
a. Howmet agrees that all unallowable costs, as defined in FAR ss.
31.205-47, incurred by, for, or on behalf of Howmet or any Howmet current or
former officer, director, agent, employee, consultant, or affiliate shall be
expressly unallowable costs for Government contract accounting purposes.
Unallowable costs include, but are not limited to, costs arising from, related
to, or in connection with (1) the matters at issue here, (2) the Government's
criminal and civil investigations regarding the matters at issue here, and (3)
the Air Force's independent review of Howmet's present responsibility, including
the costs of the company's submissions, presentations, and appearances before
the office of the Air Force Deputy General Counsel for Contractor
Responsibility. Howmet's, Cercast - U.S.A.'s and Cercast Canada's costs of
performing and administering the terms of this Agreement and any fines or
penalties levied or to be levied in or arising out of the matter at issue here
are agreed to be expressly unallowable costs. Also unallowable are Howmet's,
Cercast - U.S.A.'s and Cercast - Canada's costs of bringing Howmet's
self-governance, compliance, and/or ethics programs to a level acceptable to the
Air Force. However, Howmet's, Cercast - U.S.A.'s, and Cercast - Canada's present
and future costs of maintaining, operating, and improving Howmet's, Cercast -
U.S.A.'s and Cercast - Canada's corporate self-governance/compliance/ethics
programs are allowable costs for purposes of this Agreement. Howmet agrees to
reimburse prime contractors on U.S. Government contracts with Cercast - U.S.A.
or Cercast - Canada for any reasonable costs incurred by the prime contractors
as a result of the conduct of any Cercast - U.S.A. or Cercast - Canada entity
which gave rise to the Air Force's Notice of Proposed Debarment.
b. Howmet agrees to treat as unallowable costs the full salary and
benefits of any officer, employee, or consultant terminated from Howmet's,
Cercast - U.S.A.'s or Cercast

<PAGE>

- - Canada's employ or removed from government contracting as a result of the
wrongdoing at issue here and the cost of any severance payments or early
retirement incentive payments paid to employees released from the company as a
result of the wrongdoing at issue here. For purposes of the preceding sentence,
the salary and benefits costs shall include all such costs from the first
instance of participation of each individual in the matters at issue here, as
determined by the Air Force, commencing on January 1, 1998.
c. Howmet recognizes that in order to comply with the terms of this
paragraph, certain costs may need to be reclassified. Howmet shall proceed
immediately to identify and reclassify such costs. Because of the difficulty of
establishing Howmet's unallowable internal costs related to this matter, Howmet
and the Air Force agree that Howmet shall remove agreed-upon amounts from
allowable overheads and shall treat these amounts as expressly unallowable
costs. The methodology for determining the agreed-upon amount is set forth in
Exhibit J. The agreed-upon amounts of unallowable costs are $4,951,000 for
calendar year 1999 and $425,000 for each of 2000, 2001 and 2002. A portion of
these unallowable costs shall be allocated to each Howmet North American
operation. The allocation will be based on use of a three-factor formula (sales;
payroll dollars; and inventory and property, plant and equipment). Each Howmet
North American operation will treat its allocated amount as expressly
unallowable costs. Within 120 days of the effective date of this Agreement,
Howmet shall adjust any bid rate, billing rate, or unsettled final indirect cost
rate pools to eliminate any costs made unallowable by this Agreement. The Air
Force or a designated representative shall have the right to audit Howmet's
books and records to verify compliance with this Article. Such audit rights
shall be in addition to any audit rights the Government may have under the terms
of any contract with Howmet, Cercast

<PAGE>

- - U.S.A. and Cercast - Canada. The foregoing provisions of this Article 24
shall not require adjustment to pricing under any competitively bid fixed price
contracts.
25. ADVERSE ACTIONS. Howmet avers that adverse actions taken, or to
be taken, by Howmet against any employee or other individual associated with
Howmet arising out of or related to the wrongdoing at issue here were solely the
result of Howmet's initiatives and decisions, and were not the result of any
action by, or on behalf of, agents or employees of the United States.
26. NO SUSPENSION OR DEBARMENT. Provided that the terms and
conditions of this Agreement are faithfully fulfilled, the Air Force will not
suspend or debar Howmet, Cercast - U.S.A., Cercast - Canada, Cercast - Montreal
or Cercast - Bethlehem, based on the facts and circumstances set forth in the
Air Force's Memorandum in Support of the Proposed Debarment of Howmet Cercast -
Montreal Division and Howmet Cercast - Bethlehem Division dated May 17, 1999 or
Howmet's Present Responsibility Document dated March 24, 1999 or its
Supplemental Present Responsibility Submissions dated April 9, 1999 and May 5,
1999. If the Air Force has reason to believe Howmet has not fulfilled its
obligations under any provision of this Agreement, it will provide the company
with a reasonable opportunity to respond to the possible noncompliance and take
appropriate corrective action before making any finding that Howmet has breached
this Agreement. The Air Force's decision not to suspend or debar these companies
upon the facts at issue here shall not restrict the Air Force or any other
agency of the Government from instituting administrative actions. Such actions
include, without limitation, suspension or debarment should other information
indicating the propriety of such action come to the attention of the Air Force
or such other agency, or additional information concerning the facts at issue
here is discovered by the Government, which facts were not

<PAGE>

disclosed by Howmet or by the exercise of reasonable diligence could
not have been discovered by the Government as of the date of this
Agreement.
27. PRESENT RESPONSIBILITY. Howmet's compliance with the terms and
conditions of this Agreement shall constitute an element of Howmet's present
responsibility for Government contracting. Howmet's failure to meet any of its
obligations pursuant to the terms and conditions of this Agreement constitutes a
separate cause for suspension and/or debarment. By entering into this Agreement,
the Air Force is not determining that Howmet is presently responsible for any
specific Government contract.
28. NOTIFY EMPLOYEES. Howmet will notify all Howmet employees of the
fact and substance of this Agreement, the nature of the wrongdoing leading to
this Agreement, and the importance of each employee's abiding by the terms of
this Agreement and all requirements of law, regulations, and Howmet policies and
procedures.
29. SALE OF BUSINESS. In the event that Howmet sells or in any way
transfers ownership of any part of the business entities that are bound by this
Agreement, Howmet shall notify the Air Force in advance and shall require by the
terms of the transfer that the new owner, in addition to Howmet, shall be bound
by the terms and conditions of this Agreement, including, but not limited to,
all reporting requirements.
30. PURCHASE OF BUSINESSES. In the event that Howmet purchases or
establishes new business units after the effective date of this Agreement,
Howmet shall implement all provisions of this Agreement, including any training
or education requirements, within 60 days following such purchase or
establishment.
31. WAIVER. Howmet hereby waives all claims, demands, or requests
for monies of any kind or of whatever nature that Howmet may have or may develop
in the future

<PAGE>

against the Air Force arising from, related to, or in connection
with, any investigation, or as a result of administrative or judicial
proceedings, or request for any other relief in law or in equity, or in any
other forum be it judicial or administrative in nature arising out of or
relating to the facts that gave rise to the proposed debarment. This Article is
not intended for the benefit of any third party.
32. RELEASE. Howmet hereby releases the United States, its
instrumentalities, agents, and employees in their official and personal
capacities, of any and all liability or claims arising out of or related to the
investigation at issue here or the proposed debarments of Howmet, Cercast,
Cercast - Montreal or Cercast - Bethlehem or the discussions leading to this
Agreement.
33. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are
inserted for convenient reference only and shall not affect the meaning or
interpretation of this Agreement.
34. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but all of which taken
together, shall constitute one and the same agreement.
35. AIR FORCE RELIANCE. Howmet represents that all written materials
and other information supplied to the Air Force by its authorized
representatives during the course of discussions with the Air Force preceding
this Agreement are true and accurate, to the best information and belief of the
Howmet signatories to this Agreement. Howmet also represents that it has
provided to the Air Force all information in its possession relating to the
facts at issue. Howmet understands that this Agreement is executed on behalf of
the Air Force in reliance upon the truth, accuracy, and completeness of all such
representations.

<PAGE>

36. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings, whether oral or written, relating to the subject matter hereof.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns.
37. RESTRICTION ON USE. Howmet shall not use any term of this
Agreement or the fact of the existence of this Agreement for any purpose related
to the defense of, or in mitigation of any criminal, civil, or administrative
investigation or action by any element of the Federal Government except to
demonstrate present responsibility.
38. BANKRUPTCY. Bankruptcy proceedings shall not affect the
enforcement of this Agreement in the interests of the Government.
39. AUTHORIZED REPRESENTATIVE. David L. Squier, as President of
Howmet, is fully authorized to execute this Agreement and represents that he has
authority to bind Howmet.
40. SEVERABILITY. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect other provisions of this Agreement.
41. NOTICES. Any notices, reports, or information required hereunder
shall be in writing and delivered or mailed by registered or certified mail,
postage prepaid, or by private carrier service as follows:

<PAGE>

If to Howmet, to:
Vice President - General Counsel
Howmet Corporation
475 Steamboat Road
Greenwich, CT 06830

If to the Air Force, to: Deputy General Counsel for
Contractor Responsibility (SAF/GCR)
Department of the Air Force
1740 Air Force, Pentagon
Washington D.C. 20330-1740

or such other address as either party shall have designated by notice in writing
to the other party. This provision shall not preclude delivery of information or
reports by other means if properly delivered to the relevant addressee. Howmet
has notified the Air Force that shortly after the execution of this Agreement,
Howmet intends to change the name of Cercast - U.S.A. to Howmet Aluminum Casting
Inc., and the name of Cercast - Canada to Howmet Aluminum Casting Ltd.
42. PUBLIC DOCUMENT. This Agreement, including all attachments and
reports submitted pursuant to this Agreement, is a public document and may be
distributed by the Air Force throughout the Government as appropriate and to
other interested persons upon request.

<PAGE>

43. MODIFICATION. This Agreement may be amended or modified only by
a written document signed by both parties.

DEPARTMENT OF THE AIR FORCE

BY:
DATE________________
Steven A. Shaw, Esq.
Deputy General Counsel
SAF/GCR

HOWMET CORPORATION
BY:
DATE________________
David L. Squier
President

BY:
DATE________________
Michael L. Fayad, Esq.
McKenna & Cuneo, L.L.P.
Counsel to Howmet Corporation

<PAGE>

EXHIBIT A

(Photo)

Code Of Ethics And Standards Of Business Conduct

Always Set The Standards High

(Howmet Logo)

<PAGE>

Contents
2 Our Commitment to Excellence
3 Our Mission and Values
4 Our Personal Commitment
6 Our Relationship With Our Customers
We... Provide Quality Products and Services
Do Not Make Improper Payments
Do Not Provide or Accept Gifts or Gratuities
Make Contract Terms Clear and Concise
Follow Accurate Billing Procedures
Safeguard the Property of Others
Obtain Marketing Data Properly and Legally
Do Not Disparage Our Competitors
Promote Ethical Excellence
10 Our Relationship With Our Suppliers
We... Treat All Suppliers Fairly
Do Not Accept or Provide Gifts and Gratuities
Protect Proprietary Data and Data Provided by Others
Use Software for its Intended Purpose
Require Ethical Behavior of our Outside Consultants and
Contractors
12 Our Relationship with the Company and Each Other
We... Provide an Ethical Environment for Employees
Compensate Our Employees Fairly
Encourage Self-Development
Are an Equal Employment Opportunity Employer
Maintain a Safe and Drug-Free Workplace
Prohibit All Forms of Harassment
Believe in the Employee's Right to Privacy
Avoid Conflicts of Interest
Safeguard Company Property
Are Careful When Hiring Closely Related Persons
Report with Integrity
17 Our Relationship with Shareholders
18 Our Relationship with Our Communities
We... Comply with Local Laws and Customs
Do Not Make Political Contributions
Protect the Environment
Obey All Laws
Cooperate Fully with Government Investigations
Voluntarily Disclose Violations
21 Our Compliance Program
The Structure
The Compliance Council
Employees
Management
Business Compliance Representatives
Customers, Suppliers, and Consultants
ALERTLINE
23 Our Corporate Policies
24 Warning Signs
Resource Directory

<PAGE>

Page 2:

Our Commitment to Excellence

This is your personal copy of the Howmet Code of Ethics and Standards of
Business Conduct which states our company mission and the values that we hold
high, and defines the standards of business conduct that are the foundation of
our worldwide activities.

Howmet aims to "always set the standards high" in all that we do. In striving to
achieve ever improving operational and financial performance, it is a critical
company objective to ensure that these results are attained in strict
conformance with customer requirements, high standards of business ethics, and
good business practices.

To ensure proper focus on this vital corporate requirement, Howmet has
established a Compliance Office with a network of Business Compliance
Representatives located at each operating unit worldwide. This network provides
a focal point for obtaining information, guidance, and interpretation pertaining
to our Code of Ethics and Standards of Business Conduct, and provides a tool for
assuring compliance.

It is the responsibility of each Howmet employee to act responsibly and
ethically. Misconduct by one person can discredit our company, harm our good
name, and reflect poorly on us all. The Code cannot cover every situation in
which decisions may be made. Other Howmet policies and practices, and good
common sense, also apply. If you have questions, ask. If you see a possible
problem, raise the issue. It requires a team effort to achieve and maintain our
objective of ethical excellence.

Sincerely,

(Signature)

D. L. Squier
President & Chief Executive Officer

(Photo)

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Our Mission and Values

(Photo)

Our Mission

To strengthen our position as the premier manufacturer of components for the gas
turbine, aerospace and other advanced technology industries. In conducting our
business, we are dedicated to fulfilling our responsibilities to Howmet's
customers, employees, owners, communities, and suppliers.

Our Values

Customer Put the customer first.

Ethics Conduct business guided by the highest standards of behavior and
responsible corporate citizenship.

People Maintain a diverse organization, treating all employees with dignity and
respect.

One Howmet Committed to continuous improvement for the benefit of all.

Quality Provide products and services of the highest quality and reliability
exceeding our customers' expectations.

Leadership Act in accordance with our mission, objectives, and values, and
through our behavior, drive our company to the highest level of performance.
Prepare, empower, and involve people at all levels to make decisions in the best
interest of our customers and our company.

Rewards Recognize people consistent with team and organizational performance.

Communications Share information to assure awareness and foster an environment
of cooperation, mutual respect and trust.

Health and Safety Protect the well being of our employees and the environment
of our communities.

Technical Excellence Build continuously upon our knowledge base to achieve ever
higher levels of excellence and innovation.

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Our Personal Commitment

We Will:

Obey The Law.

Treat Others With Respect, Trust, Honesty, Fairness, and Dignity.

Produce Quality Products and Services Delivered On-Time at a Fair Price.

Maintain Our Individual Integrity.

Never Tolerate Unethical Activity.

Know What is Expected and Take the Initiative.

Always Remember We Have Choices.

When In Doubt, Seek Help Immediately.

Be Confident That Ethics and Compliance Issues Raised Will Be Addressed Promptly
and Pursued to a Proper Resolution.

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Our Relationship with our Customers

Howmet will grow our worldwide leadership position by always striving to meet or
exceed customer expectations for quality, price, and delivery. We will build
long-lasting relationships with our customers based on mutual trust, integrity,
and honesty. We are sensitive to customer schedule, quality, and cost issues and
recognize the vital importance of supporting their needs while also complying
with legal, ethical, and regulatory requirements.

We Provide Quality Products and Services

o We strive to provide products and services that meet or exceed our customers'
expectations for quality, integrity, and reliability. We will satisfy customer
requirements with on-time deliveries at competitive prices.

o We will not change product or service specifications in design or material,
and will not substitute parts or materials, unless clearly authorized by the
customer or permitted by regulation or commercial practice.

o We will ensure that all quality certifications are accurate, and complete.

o Howmet products will be safe for use by our customers and other end users, and
they will meet all applicable government standards and regulations.

We Do Not Make Improper Payments

o Howmet strictly prohibits bribes, kickbacks, or any other form of improper
payments to any representative of government, labor union, customer, or
supplier. The Company also strictly prohibits any employee from accepting such
payments.

My supervisor told me we are behind on deliveries on a very important contract
and must do "whatever it takes" to get the product delivered by month-end. I am
concerned that our normal quality standards will be ignored to meet the delivery
requirements. What should I do?

Talk to your supervisor to clarify his instructions and explain your concerns.
If you are not satisfied, contact your Business Compliance Representative
(listed in the back of this book), the Howmet Compliance Officer, or call the
ALERTLINE. Howmet has a reputation for quality and will not lower its standards
in order to meet deadlines. Each employee has a personal responsibility to
assure consistent application of specified quality criteria.

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Our Relationship with our Customers

o All contacts and dealings with customers and suppliers will be conducted so as
to avoid even the appearance of impropriety or violation of any applicable law
or regulation, or these standards of business conduct.

We Do Not Provide or Accept Gifts and Gratuities

o Business gifts and gratuities are always a high risk area. The
underlying motives for such activities can be easily misinterpreted.

o The basic rule is to avoid giving or accepting any gifts or
gratuities.

o If situations arise where a gift or gratuity is unavoidable, the guidance in
the following sections should be followed.

o Care must also be taken to ensure that the Company is not violating the
standards of business conduct of the recipient's company or organization.

o In no event should any entertainment or gifts be given or accepted that would
adversely impact or appear to impact job performance, cause embarrassment to the
company, or compromise the integrity or independence of any employee.

Government Customers and Their Representatives

o Federal, state and local government agencies are governed by laws and
regulations concerning acceptance by their employees of entertainment, meals,
gifts, gratuities, and other things of value from firms and persons with whom
those agencies do business or over whom they have regulatory authority. Howmet
strictly complies with those laws and regulations.

o We will not give gifts or gratuities to any federal, state or local government
employees or their representatives.

o We will also not give any gift or gratuity to a customer who has direct
control over issuing government subcontracts.

Commercial Customers

o We will not offer to or accept from our existing or potential commercial
customers cash gifts of any amount or non-monetary gifts or gratuities with a
fair market value of more than $50.

o Reasonable business entertainment is permitted, including traditional
promotional events, as long as what is offered is consistent with usual business
practice, cannot be construed as a bribe or payoff, is not in violation of any
law and will not embarrass

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Our Relationship with our Customers

the company or ourselves if disclosed publicly.

o In those instances where giving or accepting gifts or gratuities is
unavoidable, employees will consult with the Compliance Officer or Corporate
Legal Counsel prior to providing or accepting any gifts or gratuities with a
fair market value of more than $50.

Foreign Government Customers and Public Officials

o The Company may be restricted from giving meals, gifts, gratuities,
entertainment, or other things of value to personnel of foreign governments and
foreign public officials by the Foreign Corrupt Practices Act and by laws of
foreign countries.

o Employees must discuss such situations with the Compliance Officer or
Corporate Legal Counsel prior to making any gifts or providing any gratuities of
more than $50.

We Make Contract Terms Clear & Concise

o Howmet will communicate clearly and precisely so that we and our customers
share a common understanding of the terms of our contracts, including
performance criteria, costs, and schedules.

o When we are involved in proposals, bid preparations, or contract negotiations,
we must be certain that all statements, communications, and representations to
prospective customers are accurate and truthful. Once awarded, all contracts
must be performed in compliance with specifications and requirements.

o When the conditions of a government customer inquiry or purchase order require
that we submit and certify cost and pricing data, we will comply to the best of
our ability. Our submittal will be a full disclosure of complete and accurate
cost data, current to the date of price negotiation and agreement. It will
include only those costs that are reasonable and clearly allowable or perceived
in good faith to be allowable by the applicable regulations.

We Follow Accurate Billing Procedures

o Howmet will reflect accurate invoice prices and terms for all products
sold or services rendered.

We Safeguard the Property of Others

o Howmet protects the tangible and intellectual property of those with
whom we do business, and we comply with all regulations or

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Our Relationship with our Customers

contractual requirements governing the use of such property.

o Tangible and intellectual property of competitors will be obtained only
through lawful means.

o Employees with government security clearances who have access to classified
data will safeguard that data according to government regulations, including
applicable agency procedures.

o We will not use, without prior approval, any customer-owned equipment to
support unrelated production or divert customer-owned materials from their
intended use.

o Employees who leave the company may not use Howmet or customer/supplier
proprietary information obtained during their employment.

o We will not extract or reproduce copyrighted material without first obtaining
permission from the owners of the material.

We Obtain Marketing Data Properly and Legally

o Howmet will seek all marketing data properly and legally, and we will not
obtain or use any government classified or sensitive information from any source
where there is reason to believe that the release of the information is
unauthorized.

o We will also avoid discussing with competitors such matters as price or other
terms of sale, costs, inventories, product plans, market surveys, or any other
confidential or proprietary information. If a competitor begins to discuss any
prohibited topics, the Howmet employee or representative must refuse to
participate and disengage from the discussions.

We Do Not Disparage Our Competitors

o Marketing and selling practices should be based on the superiority of our
product offerings. We must take great care to avoid disparaging a competitor
through inaccurate statements.

We Promote Ethical Excellence

o Howmet became a voluntary signatory to the Defense Industry Initiative (DII)
on Business Ethics and Conduct on October 7, 1997. The DII is an organization of
almost 50 companies in the defense and aerospace industries committed to
promoting ethical behavior in the business world.

(DII Logo)

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Our Relationship with Suppliers

Howmet is committed to dealing fairly with our suppliers. We will emphasize fair
competition, without discrimination or deception, in a manner consistent with
long-lasting relationships. We will purchase all equipment, supplies, and
services based on merit. Howmet suppliers, vendors, and subcontractors will be
treated with fairness and integrity.

We Treat All Suppliers Fairly

o We will treat all suppliers uniformly and fairly when we buy goods or services
for Howmet. In deciding among competing suppliers, we will objectively and
impartially weigh all factors and avoid even the appearance of favoritism. We
will follow established policies and procedures in the procurement of all goods
and services.

o We will communicate clearly and precisely, so that our suppliers understand
the terms of our purchase orders and contracts, including price, quantity,
performance criteria, specifications, and schedules.

o Howmet will provide the same information and instructions to each competing
supplier for a proposed purchase.

We Do Not Accept or Provide Gifts and Gratuities

o Howmet employees will not be influenced by or attempt to influence suppliers
or potential suppliers by accepting or providing gifts or gratuities of any
kind.

o Employees and their families may not offer or accept gifts or gratuities that
could be perceived as an attempt to influence the performance of duties or favor
existing or potential suppliers.

o Examples of prohibited items include, but are not limited to: cash gifts of
any amount, non-monetary gifts and meals with a fair market value of more than
$50; personal services, travel and lodging, theater and sporting event tickets;
and payments, preferential investment opportunities, and discounts and loans
with terms not available to other employees.

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Our Relationship with Suppliers

We Protect Proprietary Data and Data Provided by Others

o Howmet will not disclose proprietary company information to anyone without
proper authorization. We will keep proprietary documents protected and secure.

o In the course of normal business activities, suppliers, customers, and
competitors may provide us information that is proprietary to their business. We
respect these confidences.

We Use Software for its Intended Purpose

o Howmet employees are responsible for complying with requirements of copyright
licenses related to software used in fulfilling job requirements. We will not
reproduce software that is licensed to us by a supplier nor will we incorporate
it into our own internally developed software unless we are permitted to do so.

We Require Ethical Behavior of Our Outside Consultants and Contractors

o When it is necessary to engage the services of an individual or firm to
consult for or otherwise represent the Company, special attention must be given
to avoid conflicts of interest between Howmet and the person or firm employed.

o In addition, consultants, representatives, and agents of the Company must
adhere to the same high standards of behavior and excellence required of every
Howmet employee. They must not act on behalf of the Company in any manner that
is inconsistent with this Code of Ethics and Standards of Business Conduct, our
policies, or any applicable laws or regulations.

One of my suppliers gave me a box of expensive cigars at Christmas. We have a
long-standing relationship, and I am afraid she would be offended if I refuse.
Should I accept the gifts?

Normally, as we enter the holiday season we will send a letter to suppliers
asking that they not offer gifts, and explain why. While it may seem
"politically correct" to accept these gifts, it is not permitted. You should
explain very diplomatically that you appreciate the gesture but that you are
prohibited from accepting any gifts with a value of more than $50. Making your
position clear and standing by your convictions is the right thing to do and
will make future situations easier to resolve.

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Our Relationship with the Company and Each Other

We are committed to treating one another fairly, and to maintaining employment
practices based on equal opportunity for all employees. We will respect each
other's privacy and treat each other with dignity and respect. We are committed
to providing safe and healthy working conditions and an atmosphere of open
communications for all our employees.

We Provide an Ethical Environment for Employees

o Howmet provides all employees an ethical environment that facilitates
conducting business and allows individuals to excel, be creative, take
initiatives, seek new ways to solve problems, generate opportunities and be
accountable for our actions.

We Compensate Our Employees Fairly

o Howmet compensation and benefit programs are competitively based to attract,
motivate, and retain highly skilled, competent, dedicated personnel.

We Encourage Self-Development

o Howmet will provide an atmosphere that encourages continuous personal
development. We will provide training to help employees grow. We will also
encourage employees to further their self-development by attending job related
and other outside classes.

We are an Equal Employment Opportunity Employer

o Howmet is an equal employment opportunity company. Our goal is to provide
challenging, meaningful, and rewarding opportunities for personal growth to all
employees without regard to race, religion, color, national origin, age, gender,
sexual orientation, physical or mental disability, or status as a disabled
veteran or veteran of the Vietnam era.

We Maintain a Safe and Drug-Free Workplace

o Howmet prohibits the manufacture, distribution, sale, purchase, transfer,
possession, or use of alcohol, illegal drugs, or the misuse of prescription
drugs in the workplace.

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Our Relationship with the Company and Each Other

We Prohibit All Forms of Harassment

o We forbid all forms of harassment of employees by fellow employees, employees
of outside contractors, or visitors. This includes, but is not limited to, any
demeaning, insulting, embarrassing or intimidating behavior directed at any
employee because of his or her race, religion, color, national origin, age,
gender, sexual orientation, physical or mental disability, or status as a
disabled veteran or veteran of the Vietnam era.

o Howmet bans unwelcome sexual advances or physical contact, sexually oriented
gestures and statements, and the display or circulation of sexually oriented
pictures, cartoons, or jokes. We also prohibit retaliation against any employee
who rejects, protests, or complains about sexual harassment.

We Believe in the Employee's Right to Privacy

o Howmet respects our privacy and therefore maintains only those historical and
current employee personnel and medical records needed for business, legal, or
contractual purposes, restricting access and knowledge of the contents to those
with a legitimate need to know.

o We will comply with all applicable laws regulating the disclosure of personal
information about employees.

o Howmet will provide the opportunity for employees to seek professional
assistance in dealing with personal issues that may adversely affect their job
performance.

We Avoid Conflicts of Interest

o Howmet employees and their immediate families will avoid any situation that
may create, or appear to create a conflict between our personal interests and
the interests of the company.

By way of example, a conflict of interest may arise when an employee:

Is employed by a competitor or potential competitor, regardless of the nature of
the employment, while employed by Howmet.

Accepts gifts, payments, or services from those seeking to do business with
Howmet.

Places business with a firm owned or controlled by an employee or his/her
family.

Owns or has a substantial interest in a company which is a competitor or a
supplier.

Acts as a consultant to a Howmet customer or supplier.

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Our Relationship with the Company and Each Other

o Special consideration must be given to comply with conflict of interest laws
and regulations covering government procurements, including circumstances under
which current or former government employees may be offered, or can accept,
employment with the company. We will consult with Corporate Legal Counsel for
guidance.

o Each employee will immediately disclose any situation representing a potential
conflict of interest at the time it arises.

o In addition, routine conflict of interest updates will be periodically
requested from all employees with annual update required for selected positions.

We Safeguard Company Property

o The ability to serve our customers requires the efficient use of the Company's
assets and resources, including proprietary information and technology.

o We will use these assets according to company policies and procedures, comply
with security programs that help prevent their unauthorized use or theft, and
abide by all regulations or contractual agreements governing their use.

o We will safeguard all passwords and identification codes to prevent
unauthorized access to the company's computerized data.

o Proper use of company and customer property, facilities, and equipment is our
responsibility. We will use and maintain these assets with the utmost care and
respect, guarding against waste and abuse.

o We will be cost-conscious and alert to opportunities for improving performance
while reducing costs.

o We prohibit the use of company time, material, or facilities for purposes not
directly related to company business.

o We will use Howmet data, information systems, networks, communication devices,
and network provider services only for legitimate company business.

We are Careful When Hiring Closely Related Persons

o Howmet will not discourage the tradition of family service and may employ
persons related to Howmet employees, but the overriding considerations in this
matter are fairness and the avoidance of any perception of favoritism.

o We will not place employees in positions where they have direct control over
the responsibilities of a closely related person.

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Our Relationship with the Company and Each Other

I'm concerned that my supervisor may be stealing company property, but I am
really not sure. What should I do?

Report your concern to the Compliance Officer or call the ALERTLINE immediately.
All information received will be handled discreetly; discussions and inquiries
will be kept in strict confidence to the extent appropriate or permitted by
policy and law. The circumstances will be investigated and disciplinary action
against the supervisor will be taken as appropriate. If we can find no
independent corroboration of your concern, no action will be taken against your
supervisor - nor against you for your report. If your supervisor suspects you
reported him or her, you will be protected from retaliation.

We Report with Integrity

o We must maintain accurate and complete Company records. Transactions between
the Company and outside individuals and organizations must be promptly and
accurately entered in our books in accordance with generally accepted accounting
principles and practices.

o We will maintain accurate and complete manufacturing records including testing
and inspection data.

o Misrepresenting facts or falsifying records for any reason is illegal and will
not be tolerated.

o We have administrative, accounting, and quality controls in place to assure
that all reports are accurate, reliable, and fully and fairly disclose pertinent
information.

o We will not authorize payment, knowing or suspecting that any part of the
payment will be used for any purpose other than what is described in the
supporting documentation.

o Employees and their supervisors are responsible for ensuring that labor and
material costs are accurately recorded on the Company's records.

o Expenses incurred by employees in performing Howmet business will be
reimbursed by filing expense reports, which must be documented accurately and
completely.

o We will separately account for expenses that are not allowable under U.S.
government contracts or subcontracts.

o We will cooperate fully with our customer and any government representatives
in investigating the role of Howmet products in any failure in service.

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Our Relationship with the Company and Each Other

o We will advise customers and suppliers of any clerical or accounting errors
and promptly correct the errors through credits, refunds, or other mutually
acceptable means.

o Our auditors have unrestricted access to all operations, personnel, and
records necessary for the performance of their reviews.

(Photo)

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Our Relationship with Shareholders

Howmet has an obligation and commitment to maximize shareholder value. We will
do this while carefully managing business risks. We understand that investors
have choices, and we will win their long-term trust and support through
demonstrated performance achieved in accordance with the highest ethical and
legal standards.

Our Relationship with Shareholders

o We are committed to providing a superior return to our shareholders and to
protecting and improving the value of their investment through prudent
utilization of corporate resources and by observing the highest standards of
legal and ethical conduct in all our business dealings.

o Howmet complies with federal law which prohibits employees from directly or
indirectly buying or selling stock or other company securities, or from advising
someone else to buy or sell if the employees have knowledge of material inside
information. Employees are also prohibited from trading in another company's
stock, options, or other securities on the basis of that company's inside
information.

o Howmet Corporate Policy (SPI 1310.02) sets forth the only windows in which
Senior Managers, Controllers, and certain other employees may purchase company
and affiliate securities. The SPI does not override the obligation not to trade
or advise others to trade when one has material inside information.

(HWM NYSE Logo)

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Our Relationship with Our Communities

Howmet has a long-standing commitment to be a good corporate citizen. We will
conduct ourselves in a responsible and responsive manner and comply with the
laws and customs of the communities in which we live and work. We support and
encourage employee involvement in community activities and organizations. These
interests should be pursued in a way that will reflect favorably upon the
employee and the Company. We respect our environment and will protect our
valuable natural resources.

We Comply with Local Laws and Customs

o Howmet conducts business globally where laws, customs, and social requirements
may be different from the country of our base operations. In our business
dealings, we will abide by the national and local laws of our host nations and
communities.

o In case of any conflict with the laws of our home community, employees should
consult Corporate Legal Counsel.

We Do Not Make Political Contributions

o Howmet does not allow Company funds to be used for political contributions,
directly or indirectly, in support of any party or candidate in any U.S.
election on the federal, state, or local level.

o Wherever lawful, however, the Company may contribute to an occasional local
initiative or referendum campaign where Howmet may have a direct interest. Any
such payments require advance clearance from Corporate Legal Counsel.

We Protect the Environment

o Howmet abides by all applicable health, safety, and environmental laws and
regulations in countries and communities where we do business. Where such laws
and regulations do not exist or are considered inadequate, the Company will
abide by its own high standards.

o The Company is committed to environmental excellence in the design,
manufacture, distribution, reuse, and disposal of its products and supplies.

o The Company will research the health, safety, and environmental effects of its
materials, products,

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Our Relationship with Our Communities

and operations and share promptly any significant findings with employees,
suppliers, customers, government agencies, appropriate scientific organizations,
and the public.

o The Company will identify, control, and endeavor to minimize the use of
hazardous materials and reduce wastes.

o The Company will not manufacture or distribute any product that has
unacceptable environmental risks or costs.

o The Company will conduct prevention and control programs to safeguard
employees and the public and review the effectiveness of these programs through
its quality assurance process, environmental audits, and other systems.

o The Company will work with government and other organizations to develop
practical laws, regulations, and standards to protect the public and the
environment.

We Obey All Laws

o We will be law abiding in all of our activities. We will build a safe
environment for employees, suppliers, and customers.

o Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of our
duties.

o The laws and regulations related to contracting with the United States
Government are far-reaching and complex, thus placing additional, more stringent
requirements on Howmet. As a company, we will take a leadership position in
meeting these requirements.

o We monitor compliance and, if appropriate, we voluntarily disclose any
violations.

o Howmet will comply fully and in good faith with laws that prohibit a wide
variety of activities associated with business dealings in the U.S. and foreign
countries, including:

Antitrust Laws

o The objective of these laws is to promote fair competition in open markets. We
will not engage in any conduct with competitors that tends to restrain trade or
reduce competition.

o When doing business outside the United States, we will comply with the
applicable antitrust laws of the foreign countries and obtain advice from
Corporate Legal Counsel when issues arise under those laws.

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Our Relationship with Our Communities

Antiboycott Laws

o A boycott occurs when one person, group, or country refuses to do business
with certain other people or countries. U.S. antiboycott laws generally do not
allow U.S. companies or their subsidiaries to cooperate with any international
boycott unless it has been approved by the U.S. Government.
Import and Export Control Laws

o Howmet will comply with all Import and Export Control laws that govern the
movement of commodities and technical data to and from the countries with which
we conduct business, including items that are hand-carried as samples or
demonstration units in luggage and disclosures in the U.S. to foreign nationals.

Foreign Corrupt Practices Act

o The Foreign Corrupt Practices Act makes it illegal for a U.S. company or any
of its worldwide subsidiaries or affiliates to pay money or make some other form
of bribe to any government official worldwide in order to obtain or keep
business.

o We will comply with the Foreign Corrupt Practices Act and consult with
Corporate Legal Counsel before making any payments allowed under the law.

We Cooperate Fully with Government Investigations

o In the event that Howmet is involved in a Government investigation regarding
the business practices of our company, employees, customers, or suppliers, we
will cooperate fully.

We will not alter or destroy any Company documents in anticipation of a
Government investigation.

We will not lie or make any misleading statements to any Government investigator
or attempt to cause any other person to provide any false or misleading
information.

We Voluntarily Disclose Violations

o Howmet will promptly and fully disclose to the responsible federal authorities
substantiated violations of federal procurement law and instances of significant
employee misconduct affecting or influencing the company's contracting
activities.

o If an agreement with one of our customers or suppliers is affected, we will
make any necessary adjustments to the price or other terms and conditions of the
agreement to correct the violation.

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Our Compliance Program

Howmet has established a corporate-wide organizational structure to coordinate,
implement, and monitor compliance with the Code of Ethics and Standards of
Business Conduct as well as the underlying corporate policies and procedures
that support it.

The Structure

o The Compliance Program structure relies on open communication between the
Board of Directors, Management, Employees, the Howmet Compliance Council and its
designated Business Compliance Representatives.

The Compliance Council

o The Compliance Council is made up of representatives from Human Resources,
Finance, Contract Administration, Legal, Procurement, and Internal Audit, and is
chaired by a Compliance Officer selected from among the Council
members.

o The Council is responsible for:

acting as a communication resource for all Howmet employees whereby ethics and
compliance issues can be raised and questions answered in confidence.

coordinating the identification and resolution of ethics and compliance
issues in all business activities.

Employees

o Compliance is, first and foremost, the individual responsibility of every
employee. Howmet fosters an environment where employees can raise and discuss
ethical issues and concerns with supervisors without fear of retribution.

o However, when an employee wishes to seek guidance on a particular issue or
report a suspected violation, the Company has provided a systematic process to
handle such situations. In this way, the Compliance Program is yet another means
to preserve the integrity of each and every employee.

o Every Howmet employee must comply with the letter and spirit of the Code of
Ethics and Standards of Business Conduct and with the policies and procedures of
the Company.

o Employees are encouraged to raise issues or report violations promptly
through any of the following:
their direct reporting channels,
the Business Compliance Representative,

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Our Compliance Program

the Howmet Compliance Officer,

any member of the Compliance Council, or

the ALERTLINE.

Management

o Management has a key role in the Compliance Program and is expected to
demonstrate a personal commitment to the Company's standards of behavior.

o Management will:

ensure that employees under their supervision participate in appropriate
compliance training.

maintain a work environment that ensures compliance with the Code of
Ethics and Standards of Business Conduct.

use discretion and consider an individual's character and behavior before
appointing that individual to any position of authority and
responsibility.

Business Compliance Representatives

o Management and the Compliance Council have identified a Business Compliance
Representative at each Howmet location. The identification of a Business
Compliance Representative provides another point of contact at the local level,
in addition to your management.

o The names and phone numbers of the Representatives are identified at the back
of this book.

Customers, Suppliers, and Consultants

o We are committed to ensuring ethical behavior in all of our business
relationships and will welcome any questions or compliance issues from our
customers, suppliers, and consultants.

o Customers, suppliers, and consultants are encouraged to work through their
usual Howmet contacts, or contact any of the individuals listed in the back of
this book, or call the ALERTLINE.

o We will address and resolve any questions or concerns quickly, fairly and
confidentially, without unfairly compromising our business relationships.

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Our Compliance Program

ALERTLINE

ALERTLINE is a toll-free telephone number monitored on a 24-hour basis by
professional personnel trained to coordinate the processing of Howmet ethics and
compliance questions and issues, as well as questions pertaining to laws,
regulations, or company policies.

o We protect confidentiality to the fullest extent appropriate or permitted by
Howmet policy or law.

o We will thoroughly research any question or concern until it is resolved.

o Employees who report their concerns via the ALERTLINE (or otherwise) in good
faith, will be protected from retaliation.

Our Corporate Policies

o No communication or monitoring system can ensure complete compliance.

o In the end, each of us must use good common sense and judgment in our personal
conduct. Corporate SPI's, quality manuals, as well as plant and department
procedures are designed to help us in that effort.

o In addition, Howmet provides guidance for interpreting the Code of Ethics and
Standards of Business Conduct. Ask your supervisor, Business Compliance
Representative, any Compliance Council member, or call the ALERTLINE.

o Failure to comply with any responsibilities imposed under the Code of Ethics
and Standards of Business Conduct will result in appropriate disciplinary action
and may also require company or individual restitution, or reimbursement or
referral to government authorities.

Do people really get dismissed for violating Howmet's Standards of Business
Conduct?

Yes. Howmet takes these standards very seriously and will enforce them. The
standards apply to everyone. Any employee -- no matter what his or her level in
the corporation -- who has committed theft or fraud against the company, or is
found using or in possession of illegal drugs on company property is subject to
immediate dismissal. In addition, employees may be dismissed for conflict of
interest violations, sexual harassment, or falsifying company records.

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Warning Signs

You May be On Thin Ethical Ice When You Hear...

"Well, maybe just this once..."
"No one will ever know..."
"It doesn't matter how it gets done as long as it gets done."
"It sounds too good to be true."
"Everyone does it."
"Shred that document."
"We can hide it."
"No one will get hurt."
"What's in it for me?"
"This will destroy the competition."
"We didn't have this conversation."
"Just between you and me..."

You can probably think of many more phrases that raise warning flags. If you
hear, or find yourself using any of these expressions, take the following Quick
Quiz:

When In Doubt, Ask Yourself...

Are my actions legal?
Am I being fair and honest?
Will my action stand the test of time?
How will I feel about myself afterwards?
How would it look in the newspaper?
Will I sleep soundly tonight?
What would I tell my child to do?

If you are still not sure what to do, ask... and keep asking until you are
certain you are doing the right thing.

<PAGE>

Insert:

Resource Directory

(Howmet Logo)

ALERTLINE
(888) 234-2723

Compliance Officer - Karl Van Mill
(616) 894-7271

Business Compliance Representatives

Dover Casting Bob Bayles (973) 328-2207
Dover Alloy Reginald Garret (973) 328-8519
Morristown Casting Support Ruby Glasscock (423) 585-3070
Whitehall Operations Amy Heisser (616) 894-7328
Cleveland Operations Rich Jackson (216) 361-5229
Hampton Casting William J. Lennon (757) 825-8487
LaPorte Casting Mark Robinson (219) 325-7230
Winsted Machining Ron Tappan (860) 738-5574
Turbine Components Corporation Barbara Grandel (203) 315-3826
Greenwich Corporate Office Roland Paul (203) 625-8770
Wichita Falls Casting Lee Wood (940) 851-2127
Howmet Aluminum Group Jean Boucher (450) 978-4002 Ext. 185

Howmet Compliance Council

Karl Van Mill Director, Internal Audit and (616) 894-7271
Compliance Officer
John Ritter Senior Vice President and (203) 625-8731
Chief Financial Officer
Roland Paul Vice President, General Counsel (203) 625-8770
Mike Malady Vice President, Human Resources (616) 894-7588
Jerry Tipton Director, Procurement Services (616) 894-7653
Fred Bassett Group Controller, U.S. Operations (203) 625-8746
Jeff Holmes Compliance Liaison (616) 894-7414

Revised 5/99

<PAGE>

Inside Back Cover:

Blank

<PAGE>

Outside Back Cover:

(Photo)

Executive Offices
Howmet Corporation
475 Steamboat Road
Greenwich, CT 06836
203 661 4600

(Howmet Logo)

<PAGE>

EXHIBIT B

HOWMET CORPORATION
BUSINESS ETHICS INFORMATION AND EDUCATION PROGRAM

The Howmet Ethics and Compliance Office will develop, maintain, and
distribute tailored training modules. These modules are targeted at (a)
management, sales and administrative functions, and (b) production and
operations. The training will be flowed down at each location starting at
the General Manager level and facilitated by the employees' direct
supervisor. All employees will sign a log attesting to their attendance and
understanding of the materials.
OUTLINE

1) BUSINESS ETHICS PROGRAM - BASICS 20 MINUTES

a) Howmet Code of Ethics and Standards of Business Conduct? 2 minutes
i) Senior management support
ii) Why was it created?
iii) How was it developed?
iv) Who does it apply to?

b) Selected Highlights from the Code of Ethics and Standards 5 minutes
of Business Conduct booklet based on the composition of the
audience.

c) Government Investigations and Voluntary Disclosures 3 minutes
i) Employee and company role in any investigations
ii) Company commitment to full and timely voluntary disclosure
iii) Administrative Agreement

d) Structure of the Compliance Program 3 minutes
i) Compliance Council
ii) Business Compliance Representatives
iii) Responsibilities of Management and Employees

<PAGE>

e) Communication methods for asking questions or raising issues 3 minutes
i) Supervisor
ii) Business Compliance Representative
iii) Howmet Compliance Officer
iv) Any member of Compliance Council
v) ALERTLINE

f) Consequences of violating the Code of Ethics and Standards 4 minutes
Business Conduct, laws and regulations, and company policies
and procedures

2) BUSINESS ETHICS PROGRAM - CASES/APPLICATIONS 40 MINUTES

a) Facilitated session using scenarios tailored to the 25 minutes
audience, taken from company and DII experiences, with
multiple answers discussed, and preferred answer
explained. SEE BELOW FOR EXAMPLES OF DETAIL WITHIN EACH MODULE.

b) Inviting employees to share personal experiences, 10 minutes
ethical dilemmas in the workplace, potential compliance issues.

c) Question and answer session, and brief quiz to assess 5 minutes
level of understanding and highlight areas that need
added emphasis in subsequent sessions.

d) Feedback questionnaire at end of session.

<PAGE>

STATUS / SCHEDULE

1. The Compliance Office conducted 20-minute basic ethics and compliance
training (simultaneous English/French presentation for Montreal and
English/Spanish at City of Industry. There were 955 employees initially
trained at Howmet Aluminum:

NO. TRAINED % TRAINED DATE
Montreal 385 93% Mar 24-26
City of Industry 131 94% Apr 27
Georgetown 132 98% Apr 15
Hillsboro 130 97% Apr 28-29
Bethlehem 177 94% Apr 13-14
--- ---
955 94%

Employees who were absent at the time of the initial training have
received make-up training using the co-presenter of the original training
as the facilitators.
Logs were maintained to document attendance.
2. Additional Business Ethics Program case application training (30-45
minutes), utilizing the tailored modules, will be conducted in 1999.
Beginning in 2000, one-hour annual training sessions will be provided to
all Howmet Aluminum North America employees, covering both the program
basics and case applications.
3. All new employees receive basic ethics program training as part of their
initial orientation and during follow-up sessions with their supervisors
within two weeks of their employment start date.
4. The tentative schedule for remaining training in 1999 is as follows.
Specific location dates may be subject to change, but all training will be
completed by December 1, 1999.
DATE
BETHLEHEM AUGUST

Management, sales and administrative
Manufacturing and operations

MONTREAL SEPTEMBER

Management, sales and administrative
Manufacturing and operations

<PAGE>

HILLSBORO OCTOBER

Management, sales and administrative
Manufacturing and operations

CITY OF INDUSTRY NOVEMBER

Management, sales and administrative
Manufacturing and operations

GEORGETOWN NOVEMBER

Management, sales and administrative
Manufacturing and operations

<PAGE>

HOWMET NORTH AMERICA

All North American Howmet Casting and support operations will provide one
hour of classroom training annually to all employees. The first year's
training will commence in August 1999, and be completed by mid-2000. The
approach will be the same as outlined for Howmet Aluminum Casting, except
that the training will be facilitated by plant management and the timing
will be established locally as necessary to conform with the completion
date commitment. The Howmet Ethics and Compliance Office will monitor
training activity and provide support necessary to ensure the training is
completed on time.

<PAGE>

SAMPLE ISSUES THAT MAY BE ADDRESSED, BY MODULE

A. GENERAL - ALL SESSIONS
o Defining "Ethics" vs. "Compliance"
o Government investigations
o Conflicts of interest
o Quality
o Maintaining a safe and drug-free workplace
o Harassment in the workplace

B. MANAGEMENT, SALES AND ADMINISTRATIVE
o Improper payments
o Gifts and gratuities
o Safeguarding the property of others, including intellectual
property
o Obtaining marketing data
o Treating suppliers fairly
o Regulatory awareness, e.g., import/export

C. MANUFACTURING AND OPERATIONS
o Safeguarding company property
o Maintaining accurate and complete manufacturing records
o Timekeeping
o Safety and environmental concerns
o Flowdown of customer requirements

<PAGE>

EXHIBIT C

NEW HEIGHTS OF
EXCELLENCE
[Photograph] ARE WITHIN YOUR REACH.

[Text superimposed
over photograph]:

ALWAYS
SET THE [Photograph]
STANDARDS
HIGH
IN ETHICS
AND COMPLIANCE
HOWMET SETS THE STANDARDS HIGH IN ALL THAT WE DO
ACHIEVING OUR VISION OF CONDUCTING BUSINESS WITH
THE HIGHEST ETHICAL STANDARDS STARTS AND ENDS
WITH EACH OF US.
MAINTAINING THOSE STANDARDS REQUIRES OUR
PERSONAL COMMITMENT TO:

o TREAT OTHERS WITH RESPECT, TRUST
HONESTY, FAIRNESS AND DIGNITY
o OBEY THE LAW
o NEVER TOLERATE UNETHICAL ACTIVITY
o SEEK HELP WHEN NECESSARY

WHAT CAN YOU DO?

IF YOU SEE A PROBLEM, RAISE THE ISSUE

IF YOU HAVE QUESTIONS, SEEK HELP

WHAT ARE YOUR OPTIONS

TALK TO YOUR SUPERVISOR

CONTACT A COMPLIANCE REPRESENTATIVE

CALL THE TOLL-FREE HOWMET ALERTLINE

[HOWMET HOWMET 1-888-234-2723
LOGO] CORPORATION AVAILABLE 24 HOURS A DAY

<PAGE>

EXHIBIT D

HOWMET CORPORATION

GENERAL MANAGER'S CERTIFICATE

I, [name], am employed as the General Manager of the [name] facility of Howmet
Corporation. As part of my duties as General Manager, I ensure that the
employees of the facility are familiar with and understand Howmet's Business
Ethics Program and Howmet Corporation's Code of Ethics and Standards of Business
Conduct ("the Code"). In accordance with Howmet's annual certification
requirement, I hereby certify that each employee of the facility has been
advised of the following information:

1) the content and application of Howmet's Business Ethics Program;

2) that strict adherence to the law, the Code, and the principles of
Howmet's Business Ethics Program is a condition of employment; and

3) that Howmet will take disciplinary action, including discharge, for
any violation of law, the Code, the principles of the Business
Ethics Program, or basic tenets of business honesty and integrity.

_____________________________
[name]

Date:

<PAGE>

EXHIBIT E

HOWMET INTERNATIONAL, INC.
AUDIT COMMITTEE

JAMES R. MELLOR
Mr. Mellor, age 68, is a member of Howmet International, Inc.'s Board of
Directors, and its Audit Committee. He was elected to the Board of Directors on
December 15, 1997. Mr. Mellor was Chairman of the Board of Directors and Chief
Executive Officer of General Dynamics Corporation from 1993 until June 1997,
when he retired. Mr. Mellor joined General Dynamics in 1981 as Executive Vice
President, Commercial Systems and Corporate Planning, became Executive Vice
President, Marine, Land Systems and International in 1986 and became President
and Chief Operating Officer in 1990. He was President of AM International from
1977 to 1981 and worked from 1958 to 1977 at Litton Industries in various senior
management positions, ultimately as Executive Vice President. He is a Director
of General Dynamics Corporation, Bergen Brunswig Corporation, Computer Sciences
Corporation, Pinkerton's Inc., and USEC Inc.

JAMES D. WOODS
Mr. Woods, age 67, is a member of Howmet International, Inc.'s Board of
Directors, and its Audit Committee. He was elected to the Board of Directors on
December 15, 1997. Mr. Woods is Chairman of the Board of CONEMSCO, Inc. and
Chairman Emeritus of Baker Hughes Incorporated, a provider of products and
services for the oil, gas, wastewater and base metals industries. He was
Chairman of the Board, President and Chief Executive Officer of Baker Hughes
Incorporated and its affiliated and predecessor companies, including holding the
position of Corporate Vice President - Finance from 1972 to 1975, Executive Vice
President and Director from 1977 to 1985, President, Chief Operating Officer and
Director from 1985 to 1986 and President, Chief Executive Officer and Director
from 1987 to 1997 at Baker International and Baker Hughes Incorporated. He is a
Director of The Kroger Company, Varco International, Inc. and Wynn's
International, Inc.

<PAGE>

EXHIBIT F

ARTICLE 8 REPORTING SCHEDULE

FIRST REPORT DUE: February 1, 2000

SECOND REPORT DUE: August 1, 2000

REPORTS DUE EVERY SIX MONTHS THEREAFTER:
o February 1, 2001

o August 1, 2001

o February 1, 2002

FINAL REPORT DUE: July 1, 2002

<PAGE>

EXHIBIT G

LETTER TO SUPPLIERS

Dear Sir:

We are proud of our relationship with the many suppliers who have
served Howmet Corporation and its subsidiaries throughout the years.

Our business associations arose and will continue to stand on the
basis of mutual respect. We value your goodwill, your service, and your ability
to supply us with quality materials and supplies at fair prices. We trust you
respect our integrity and independence, which are unencumbered by special
interest and favoritism.

In order to assure the integrity of our procurement system, Howmet
has a policy that prohibits our employees from receiving money or gifts from
suppliers or supplier's employees. For this reason, we must insist that you and
your employees not provide gifts or gratuities of any kind (except non-monetary
gifts having a nominal or token value of $50 or less) to any employee of Howmet
or any of its subsidiaries. We have instructed those employees that they are not
authorized to receive gifts from suppliers or to give anything of value to
customers with the nominal exception noted above. We do not object to light
refreshments, such as coffee and donuts at a business meeting, but consider
meals to be precluded.

<PAGE>

We recognize that our standard is a strict one, but have decided
that it is best to have a rule that is readily communicated and understood by
both our employees and suppliers. If you have any questions about the rule or
its implementation, please call the number below.

Howmet has established a hotline (1-888-234-2723) to enable
employees, suppliers and/or subcontractors to provide management with
information about any possible improper or illegal activity or to ask questions
concerning our standards for ethics and business conduct. Any calls will be held
in the strictest confidence, and callers need not identify themselves.

Please convey this policy reminder to your officers and employees
who deal with Howmet.
Very truly yours,

David Squier
President

<PAGE>

EXHIBIT H
[Howmet HOWMET CORPORATION
Logo] SPI 6110.01
CORPORATE Issued 07/30/99
STANDARD POLICY INSTRUCTION Revision Original
MANUAL Page 1 of 2
SUSPENDED OR DEBARRED INDIVIDUALS
ADMINISTRATIVE RESPONSIBILITY: Vice President - Human Resources

I. PURPOSE/POLICY:

Establish a procedure to refrain from hiring or actively employing any
individual who currently is under indictment, convicted of a crime
rendering the individual ineligible for federal programs, or listed by a
federal agency as debarred, suspended, proposed for debarment or otherwise
ineligible for federal programs.

II. ORGANIZATIONS AFFECTED:

All North American locations of Howmet Corporation and its subsidiaries.

III. INSTRUCTIONS:

A. Howmet and its subsidiaries shall not knowingly employ, with or
without pay, any individual who is under indictment, convicted of a
crime rendering the individual ineligible for federal programs, or
listed by a federal agency as debarred, suspended, proposed for
debarment or otherwise ineligible for federal programs.

B. "Individual" includes any person to be hired in any salaried,
management, consulting or other capacity.

C. The relevant location shall make reasonable inquiries into the status
of any potential employee or consultant. Such reasonable inquiries
shall include, at a minimum, a review of the General Services
Administration's ("GSA") List of Parties Excluded from Federal
Procurement or Nonprocurement Programs, including the version
maintained by GSA on its internet website (reference internet address
HTTP://www.arnet.gov/epls).

D. This policy does not require Howmet to terminate the employment of
individuals who are indicted, become suspended, or are proposed for
debarment during their employment with Howmet or one of its
subsidiaries. They will, however, remove such employees from
responsibility for or involvement with the company's federal programs
until resolution of such indictment, suspension or proposed
debarment.

E. If any employee of Howmet or one of its subsidiaries is charged with
a criminal offense relating to business or otherwise relating to
honesty and integrity, it will remove that employee immediately from
responsibility for involvement with the company's federal programs.
If the employee is convicted or debarred, Howmet policy requires that
the employee will be terminated from employment with Howmet.

F. Any questions regarding interpretation of this policy are to be
referred to Howmet's General Counsel

IV. RELATED DOCUMENTS:

A. PPI 2.05, Suspended or Debarred Entities.

- Denotes change from previous issue

<PAGE>

EXHIBIT I

[Howmet HOWMET CORPORATION Policy 2.05
Logo] Issued 08/05/99
PROCUREMENT POLICY AND INSTRUCTION Revision 2
MANUAL Page 1 of 1
DEBARRED/SUSPENDED SUPPLIERS
Administrative Responsibility: Director, Procurement Services

I.PURPOSE

To establish the procedure for checking the Lists of Parties Excluded From
Federal Procurement or Non-procurement Programs for
debarred/suspended suppliers.

II.POLICY

It is the policy of Howmet Corporation to protect the government's
interest when subcontracting with suppliers debarred, suspended or
proposed for debarment per FAR 52.209-6.

III. INSTRUCTIONS

A. Debarred/Suspended Supplier Listing:

0 1. Prior to placement of any purchase order in excess of $25,000
the buyer must check the Lists of Parties Excluded From Federal
Procurement or Non-procurement Programs pamphlet (reference
Internet address http://epls.arnet.gov/epl/owa/epls.report_menu)
to make sure that the selected supplier is not debarred or
suspended from receiving such purchase orders. The list is
published on a monthly basis by the United States General Services
Administration, Office of Acquisition Policy. If the selected
supplier appears in the listing, the buyer must follow the
action as shown under the appropriate cause and treatment codes
section of the listing.

IV.RELATED DOCUMENTS

None

- Denotes change from previous issue

<PAGE>

EXHIBIT J
Unallowable Cost Methodology
Article 24 of the Administrative Agreement identifies categories of costs which
are required to be treated as unallowable. Much of the aforementioned
unallowable costs are in the form of Howmet salaried employee time spent on
those tasks for which the cost is made unallowable by the Administrative
Agreement (the "Unallowable Cost Tasks"). Capturing this time is an onerous
task. There are many salaried employees at numerous locations involved in the
Unallowable Cost Tasks. Identifying each individual involved and communicating
to each which are the Unallowable Cost Tasks is a sizeable undertaking. Also,
Howmet does not have a reporting system that separately identifies and collects
the tasks on which salaried employees spend their time. Consequently, reporting
time spent on the Unallowable Cost Tasks requires the creation of a new and
extensive reporting system. In summary, the mechanical effort (i) to communicate
which are the unallowable cost tasks to all involved and (ii) to capture the
time the salaried employees spend on these unallowable tasks would be very
time-consuming and disruptive. The cost, in the form of distraction and diverted
employee time, will be disproportionately high in comparison to the benefit. For
many individuals the time spent to capture the unallowable time will exceed the
unallowable time itself.

Howmet believes that this disproportionately high cost can be avoided while
still achieving the intent of the Administrative Agreement. Howmet proposed that
the Air Force and the company agree to an estimate of the unallowable salaried
employee time and other unallowable costs. Howmet developed a methodology to
estimate the costs and presented it to the Air Force during our meeting on July
7, 1999.

The methodology and general guidelines for the preparation of the estimate
follow.

<PAGE>

1. Specific estimates will be prepared for each category of unallowable cost
identified in the Administrative Agreement. (Attachment A is a listing,
and Attachment B is a detailed listing of section VIII of Attachment A.)

2. Estimates will be prepared by or under the supervision of the Corporate
Controller or Director Internal Audit.

3. In all cases estimates will be reasonable. In situations where the
Corporate Controller, Director of Internal Audit or their designee
determine a range of reasonable estimates for an Unallowable Cost Task,
the estimate used will be that at the high end of the reasonable range.

4. For those individuals who have or are expected to spend significant
amounts of time on the Unallowable Cost Tasks:

a) Time will be estimated separately for each individual and by task.

b) Time will be converted to dollars based on the individual's salary
plus estimated bonus plus fringe rate. (For the five most highly
compensated executives whose compensation exceeds $342,986 (the FAR
ss. 31.205-6 allowable maximum), $342,986 will be used for the
compensation amount.)

5. For some Unallowable Cost Tasks: (i) the implementors have not yet been
designated or (ii) the implementors had or will have a small amount of
time dedicated to the Unallowable Cost Tasks. In these cases a general man
hour estimate will be prepared rather than one on a specific individual
basis. Such estimates will be prepared as follows:

<PAGE>

a. Time will be estimated in the four general categories of employee:
(i) plant general manager level, (ii) manager level, (iii) plant
operator level, and (iv) administration assistant level.

b. Time will be converted to dollars based on an estimated average
salary, bonus and fringe rate for each general category.

5. Attachment A is an example of the form of the unallowable costs summary
worksheet.

6. Attachment C is an example of a summary of workdays spent on the
Unallowable Cost Tasks.

7. Attachment D is an example of a summary accumulation of workdays spent by
person (or general employee category) and by Unallowable Cost Task.

8. Attachment E is an example of a summary of workdays by person (or general
employee category), the respective salary, bonus and fringe rate and the
multiplication product of the two.

<PAGE>

ATTACHMENT A
UNALLOWABLE COST WORKSHEET
($000)
1999 2000-2002
---- ---------
I. Air Force cost reimbursement

II. Outside party costs related to kickbacks
- McCarthy Tetrault (attorney)
III. Potential payments re: anti kickback statute
Fees or penalties related to the other Cercast matters at
issue

IV. All salary, bonus, fringe benefits and severance or early
retirement incentive payment costs of Christian Vincent and
Elmond Armorer expensed in 1999

- and -

All salary, bonus, fringe benefits, and severance or early
retirement incentive payments paid to other employees
released from Howmet as a results of the wrong doing at
issues

V. McKenna & Cuneo fees to prepare for the meeting with the
Air Force and to negotiate and prepare the Administrative
Agreement

VI. Fees of independent reviewer (Vinson & Elkins) for review of
Cercast's participation in Howmet's Business Ethics Program

VII. Audit Committee fees & expenses

VIII.Internal man hour costs related to:
1. criminal or civil investigation
2. negotiating fines or penalties
3. preparation for and attending meetings with the
Air Force and responding to Air Force inquiries
4. preparing the Administrative Agreement
5. performing and administering the Administrative
Agreement
6. bring Howmet's self-governance, compliance and/or
ethics program to a level acceptable to the Air Force
7. cost of "kickback" investigation
8. cost of DCIS investigation
9. cost of Audit Committee presentations before
the effective date of the Administrative Agreement
10.cost to search for and investigate quality and ethics
issues at Cercast plants
11.disclosures to customers and related customer follow-up
meetings
12.customer meetings to resolve issues and settlements
IX. Travel & expenses

X. Other costs (includes training materials, foreign
translation, printing
Less: training, etc. re: European and Japanese sub.

* includes only those costs unallowable after 1999.

UCWorksheet:M2

<PAGE>

Admin. ATTACHMENT B
AGREE. PG. 1 OF 3
ARTICLE #
UNALLOWABLE COSTS:

24a.2 1. Cost of a criminal or civil investigation

24b.3 2. Cost of fines or penalties related to the "Cercast matters at issue"

24a.3 3. Cost to prepare for and attend any meetings with the Air Force and
responding to Air Force inquiries related to "Cercast matters at issue"

4. Cost to prepare the Administrative Agreement

24a.3 5. Cost to perform and administer the terms of the Administrative
Agreement, including:

4. (i) cost to institute "preferred supplier programs" designed to rate
perspective subcontractors and suppliers for quality and
performance, and to assign an enhanced priority to such entities for
having instituted compliance and value based ethics programs.

6. (ii) The General Manager of each Howmet facility is required to make
an annual certification. The cost of the certification is
unallowable. This unallowable cost is the cost to implement and
prepare the annual certification attesting that the General Manager
has personally advised, or has arranged for and verified that each
employee had been advised, of the following:
(a) the content and application of the Business Ethics Program.
(b) strict adherence of the law, the Code of Ethics and
Standards of Business Conduct ("the Code") and principles of
the Business Ethics Program, is a condition of employment.
(c) Howmet will take disciplinary action, including discharge,
for any violation of law, the Code, the principle, of the
Business Ethics Program or basic tenets of business honesty and
integrity.

8. (iii) cost of the Cercast President's written reports to the Air
Force describing measures taken by Cercast to implement the Business
Ethics Program and to ensure compliance with the Administration
Agreement. (Cercast ONLY)

8.f. (iv) - cost of reporting to the Air Force (1) all calls made to
the toll free line pertaining to Cercast, (2) any instances of
suspected misconduct involving Cercast brought to the attention
of Management through any channels. (Cercast ONLY)
- cost of investigation, corrective action, disciplinary
action, and follow-up. (Cercast ONLY)

10. (v) cost of notifying Air Force of any legal proceedings
involving Howmet of the nature described in para.10 of the
Administrative Agreement.

11. (vi) cost of preparing for and attending a meeting between the
President of Howmet and the Director of internal Audit and the Air
Force to discuss the status of implementation of the Administrative
Agreement and the Business Ethics Program. Such meeting to occur 5 -
7 months after the effective date of the Administrative Agreement.

12. (vii) - cost of independent reviews of Cercast's participation
in Howmet's Business Ethics Program.
- cost of implementing any changes resulting from such review.

<PAGE>

ADMIN. ATTACHMENT B
AGREE. PG. 2 OF 3
ARTICLE #

12. (viii) - cost of a second review of Cercast's participation in
Howmet's Business Ethics Program.

- cost of implementing any changes resulting from such review.

13. (ix) cost of the Internal Audit organization to audit Cercast
(Cercast ONLY) for compliance with the Administrative Agreement and
Howmet's self-governance programs.

15. (x) cost of reports of suspected misconduct at the Cercast facility
(Cercast ONLY); cost of investigation; cost of notifying the Air
Force; cost of corrective action.

16. (xi) - cost of establishing an independent quality assurance group
that does not report to director of production at Cercast.

17. (xii) cost of letters to all Howmet suppliers and subcontractors
re: Howmet's commitment to integrity, no gifts from suppliers,
etc.

18. (xiii) - cost to establish a procedure to carryout Howmet's policy
to not employ, with or without pay, any individual under
---
indictment for, or convicted of, a crime rendering them
ineligible for Federal programs or listed by a Federal Agency
as debarred, suspended, or otherwise ineligible for Federal
programs. The procedure shall require reasonable inquiry into
the status of any potential employee or consultant. Such
reasonable inquiry will include, at a minimum, a review the
General Services Administration List of Parties to Exclude from
Federal Procurement and Non-Procurement Programs, as maintained
by GSA on its Internet website.

- cost to inform Air Force of resulting personnel actions. AFTER THE
FIRST REVIEW, THE COST OF ONGOING MONITORING IS ALLOWABLE.

19. (xiv) - cost to establish a procedure to carryout Howmet's policy to
not form a contract with, purchase from, or enter into any
---
business entity that is listed by a federal agency as debarred,
suspended for proposed for debarment. The procedure shall
require reasonable inquiry into the status of any potential
business partner. Such reasonable inquiry will include, at a
minimum, a review of the General Services Administration's
List of Parties Excluded from Federal Procurement or
Non-Procurement Programs, including the version maintained by
GSA on its Internet website.

- Notwithstanding the above, the Cercast President may determine
that there is a compelling reason to deal with such persons. The
cost of identifying such persons, documenting the compelling
reasons for dealing with them, and communicating the actions to
the Air Force are UNALLOWABLE THE FIRST TIME Cercast performs a
search for such persons. AFTER THE FIRST SEARCH, THE COST OF
ONGOING MONITORING IS ALLOWABLE.

24.a. 6. Cost to bring Howmet's self-governance, compliance, and/or ethics
program to a level acceptable to the Air Force, including:

3.a. (i) cost of Program Ethics Office

3.b. (ii) - cost to circulate the written Code of Ethics and
Standards of Business Conduct ("the Code") to all employees.

- cost to obtain each employee's signature on a register
of acknowledgement stating that he or she has read and understands
the Code.

3.c. (iii) - cost to institute an information and education
program to assure that all employees are aware of (1) all
applicable laws, regulatory, and standards of

<PAGE>

ADMIN. ATTACHMENT B
AGREE. PG. 3 OF 3
ARTICLE #
business conduct that employees are expected to follow, and (2) the
consequences, to both the employee and the company that will ensue
from any violation of such measures.
- cost of the initial hour of live, compliance training for each
employee for (1) and (2) above, and for the Business Ethics
Program in general.

3.d. (iv) cost to prepare all written material and training for
employees in English and French.

3.e. (v) - cost to install a toll-free, dedicated telephone number for
confidential calls reporting suspected misconduct or for asking
questions related to business ethics or business conduct at
Howmet.
- cost of posting in prominent places, accessible to each
employee, notice of the toll free number, inviting confidential
calls, and stating the Howmet commitment to comply with all laws
and regulations.
- cost of posting a "Hotline" poster prepared by the Inspector
General of the Department of Defense providing phone numbers to
report fraud, waste, abuse and/or security violations.

3.f. (vi) cost to institute a policy prohibiting giving any gift,
gratuity, meal, refreshment or entertainment to any Government
employee.

5. (vii) - cost to inform all managers and supervisors of their
responsibilities for the promotion of and adherence to the
Business Ethics Program.
- cost to establish promotion and adherence to the Code
as an element of each Cercast manager's and supervisor's annual
written performance standard.

28. (viii) cost of notifying all Cercast employees of (a) the facts and
substance of the Administrative Agreement, (b) the nature of the
wrongdoing leading to the Administrative Agreement, and (c) the
importance of each employee's abiding by the terms of the
Administrative Agreement and all requirements of law, regulations,
and Howmet policies and procedures.

7. (ix) - cost of the Audit Committee of the B.O.D. to maintain and
update the Code for Howmet.
- cost of Director of Internal Audit and Management to
report to the Audit Committee not less than three times a year
regarding Cercast's Business Ethics Programs and compliance
with the Administrative Agreement.

7. Cost of "kickback" investigation and corrective action

8. Cost of the DCIS investigation

9. Cost of Audit Committee presenting before the effective date of the
Administrative Agreement

10. Searching for and investigating quality and ethics issues at the
Cercast plants

11. Disclosures to customers and related customer meetings

12. Customer meetings to resolve issues and settlements

<PAGE>
Attachment C
<TABLE>
<CAPTION>

Days Spent on the Following Unallowable Cost Areas

1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii) 5(xiv) 6(i)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Howmet - - - - - - - - - - - - - - - - - - -

Cercast - - - - - - - - - - - - - - - - - - -

TOTAL DAYS - - - - - - - - - - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------

Att C

TOTAL
6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 OTHER DAYS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Howmet - - - - - - - - - - - - - - -

Cercast - - - - - - - - - - - - - - -

TOTAL DAYs - - - - - - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

Attachment D
<TABLE>
<CAPTION>

Howmet Employees (excluding Cercast)

Days Spent on the Following Unallowable Cost Areas

1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

President - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP - Operations - - - - - - - - - - - - - - - - -

VP - Planning - - - - - - - - - - - - - - - - -

VP - CFO - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

U.S. Group Controller - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP General Counsel - - - - - - - - - - - - - - - - -

Asst General Counsel - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Director - Procurement - - - - - - - - - - - - - - - - -

Corporate Purch Mgr - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Dir. - Int. Audit & Compl. - - - - - - - - - - - - - - - - -

Compliance Liaison - - - - - - - - - - - - - - - - -

Staff Auditor - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP Human resources - - - - - - - - - - - - - - - - -

Dir. - Comp. & Benefits - - - - - - - - - - - - - - - - -

Other - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Dir. of Quality Assurance - - - - - - - - - - - - - - - - -

Level III - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Employees, not specified - - - - - - - - - - - - - - - - -

Plant GM level - - - - - - - - - - - - - - - - -

Manager level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin. level - - - - - - - - - - - - - - - - -

TOTAL DAYS - - - - - - - - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------

Att. D, p1 of 3

12 TOTAL
5(xiv) 6(i) 6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 & Norris DAYS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

President - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP - Operations - - - - - - - - - - - - - - - - -

VP - Planning - - - - - - - - - - - - - - - - -

VP - CFO - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

U.S. Group Controller - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP General Counsel - - - - - - - - - - - - - - - - -

Asst General Counsel - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Director - Procurement - - - - - - - - - - - - - - - - -

Corporate Purch Mgr - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Dir. - Int. Audit & Compl. - - - - - - - - - - - - - - - - -

Compliance Liaison - - - - - - - - - - - - - - - - -

Staff Auditor - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

VP Human resources - - - - - - - - - - - - - - - - -

Dir. - Comp. & Benefits - - - - - - - - - - - - - - - - -

Other - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Dir. of Quality Assurance - - - - - - - - - - - - - - - - -

Level III - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Employees, not specified - - - - - - - - - - - - - - - - -

Plant GM level - - - - - - - - - - - - - - - - -

Manager level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin. level - - - - - - - - - - - - - - - - -

TOTAL DAYS - - - - - - - - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

1999

- ------------------------------------------------------------------------------------------------------------------------------------
Cercast Employees Days Spent on the Following Unallowable Cost Areas
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii) 5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

President - - - - - - - - - - - - - - - - -

VP - Operations - - - - - - - - - - - - - - - - -

CFO/Dir of Admn Svc - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Other - - - - - - - - - - - - - - - - -

Admin Asst - - - - - - - - - - - - - - - - -

Sales Mgr. - - - - - - - - - - - - - - - - -

Plant Mgr. - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Quality Supv. - - - - - - - - - - - - - - - - -

Quality Staff - - - - - - - - - - - - - - - - -

Accountant - - - - - - - - - - - - - - - - -

Sales - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

Quality Support - - - - - - - - - - - - - - - - -

BETHLEHEM

Plant Mgr. - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Metallurgist - - - - - - - - - - - - - - - - -

Sales Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

Subtotal pg 1 - - - - - - - - - - - - - - - - -

Att. D, p2of3

12 TOTAL

5(xiv) 6(i) 6(ii) 6(iii) 6(iv) 6(v) 6(vi) 6(vii) 6(viii) 6(ix) 7 8 9 10 11 & Norris DAYS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
President - - - - - - - - - - - - - - - - -

VP - Operations - - - - - - - - - - - - - - - - -

CFO/Dir of Admn Svc - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Other - - - - - - - - - - - - - - - - -
Admin Asst - - - - - - - - - - - - - - - - -

Sales Mgr. - - - - - - - - - - - - - - - - -

Plant Mgr. - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Quality Supv. - - - - - - - - - - - - - - - - -

Quality Staff - - - - - - - - - - - - - - - - -

Accountant - - - - - - - - - - - - - - - - -

Sales - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

Quality Support - - - - - - - - - - - - - - - - -

BETHLEHEM

Plant Mgr. - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Metallurgist - - - - - - - - - - - - - - - - -

Sales Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

Subtotal pg 1 - - - - - - - - - - - - - - - - -

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 2 3 4 5(i) 5(ii) 5(iii) 5(iv) 5(v) 5(vi) 5(vii) 5(viii)5(ix) 5(x) 5(xi) 5(xii) 5(xiii)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

HILLSBORO

Plant Mgr - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

CITY OF INDUSTRY

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

CIRAL

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Tech Director - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

GEORGETOWN

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Quality Engineer - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

GENERAL

Employees, not specified

Plant GM level - - - - - - - - - - - - - - - - -

Manager level - - - - - - - - - - - - - - - - -

Plant Operator Level - - - - - - - - - - - - - - - - -

Admin. level - - - - - - - - - - - - - - - - -

Ethics Program Trainees - - - - - - - - - - - - - - - - -

Subtotal pg 1 - - - - - - - - - - - - - - - - -

Total - - - - - - - - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------

Att. D, p3of3

HILLSBORO

Plant Mgr. - - - - - - - - - - - - - - - - -

Controller - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

CITY OF INDUSTRY

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

CIRAL

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Tech Director - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

GEORGETOWN

Plant Mgr. - - - - - - - - - - - - - - - - -

Quality Mgr. - - - - - - - - - - - - - - - - -

Quality Engineer - - - - - - - - - - - - - - - - -

Employees, not specified

Manager Level - - - - - - - - - - - - - - - - -

Plant Operator Level- - - - - - - - - - - - - - - - -

Admin Asst. Level - - - - - - - - - - - - - - - - -

GENERAL

Employees, not specified

Plant GM level - - - - - - - - - - - - - - - - -

Manager level - - - - - - - - - - - - - - - - -

Plant Operator Level - - - - - - - - - - - - - - - - -

Admin. level - - - - - - - - - - - - - - - - -

Ethics Program Trainees - - - - - - - - - - - - - - - - -

Subtotal pg 1 - - - - - - - - - - - - - - - - -

Total - - - - - - - - - - - - - - - - -

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Attachment E
<TABLE>
<CAPTION>

Attach. E

Howmet Emoloyees (excluding Cercast)

TOTAL
DAYS RATE EXTENDED
<S> <C> <C> <C>
President
Admin Asst

VP - Operations
VP - Planning
VP - CFO
Controller
U.S. Group Controller
Admin Asst

VP General Counsel
Asst General Counsel
Admin Asst

Director - Procurement
Corporate Purch Mgr.
Admin Asst

Dir. - Int. Audit & Compl.
Compliance Liaison
Staff Auditor
Admin Asst

VP Human resources
Dir. - Comp. & Benefits
Other
Admin Asst

Dir. of Quality Assurance
Level III
Other
Admin Asst

Employees, not specified
Plant GM level
Manager level
Plant Operator Level
Admin. level

TOTAL

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

</TABLE>

p1of2
Cercast Employees

TOTAL
DAYS RATE EXTENDED
<S> <C> <C> <C>
President

VP - Operations
CFO/Dir of Admn Svc
Controller
Other
Admin Asst
Sales Mgr.
MONTREAL
Plant Mgr.
Controller
Quality Mgr.
Quality Supv.
Quality Staff
Accountant
Sales
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
Quality Support
BETHLEHEM
Plant Mgr.
Controller
Quality Mgr.
Quality Mgr.
Metallurgist
Sales Mgr.
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level

total, p.1

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

</TABLE>

p2of2
Cercast Employees

TOTAL
DAYS RATE EXTENDED
<S> <C> <C> <C>
HILLSBORO
Plant Mgr.
Controller
Quality Mgr.
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
CITY OF INDUSTRY
Plant Mgr.
Quality Mgr.
Employees, not specified
Manager Level
Plant Operator Level
CIRAL
Plant Mgr.
Quality Mgr.
Tech Director
Employees, not specified
Manager Level
Plant Operator Level
GEORGETOWN
Plant Mgr.
Quality Mgr.
Quality Engineer
Employees, not specified
Manager Level
Plant Operator Level
Admin Asst. Level
GENERAL
Employees, not specified
Plant GM level
Manager level
Plant Operator Level
Admin. level

Ethics Program Trainees

p1
total

- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HOWMET
INTERNATIONAL INC. UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 17,744
<SECURITIES> 0
<RECEIVABLES> 143,576
<ALLOWANCES> 5,378
<INVENTORY> 165,886
<CURRENT-ASSETS> 4,910
<PP&E> 542,661
<DEPRECIATION> 156,569
<TOTAL-ASSETS> 1,127,578
<CURRENT-LIABILITIES> 350,937
<BONDS> 53,000
0
0
<COMMON> 1,000
<OTHER-SE> 467,781
<TOTAL-LIABILITY-AND-EQUITY> 1,127,578
<SALES> 1,097,592
<TOTAL-REVENUES> 1,097,592
<CGS> 839,412
<TOTAL-COSTS> 839,412
<OTHER-EXPENSES> 14,310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,274
<INCOME-PRETAX> 162,354
<INCOME-TAX> 58,450
<INCOME-CONTINUING> 103,904
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103,904
<EPS-BASIC> 1.03
<EPS-DILUTED> 1.03

</TABLE>