<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 JUNE 30, 1999


                                       OR


[ ]  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 July 26, 1999: 100,024,883 Shares





<PAGE>




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

                                     TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

Item 1 -- Financial Statements

          Consolidated Statements of Income - Three months ended and
            Six months ended June 30, 1999 and 1998                            3

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

          Consolidated Statements of Cash Flows - Six months ended
            June 30, 1999 and 1998                                             5

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

          Notes to Consolidated Financial Statements                           7

Item 2 -- Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              10

Item 3 -- Quantitative and Qualitative Disclosure about Market Risk           16


Part II.  OTHER INFORMATION

Item 1 -- Legal Proceedings                                                   16

Item 4 -- Submission of Matters to a Vote of Security Holders                 16

Item 5 -- Other Information                                                   17

Item 6 -- Exhibits and Reports on Form 8-K                                    17

SIGNATURES                                                                    18

                                       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        Six Months Ended
                                             June 30,                 June 30,
                                       ----------------------  -----------------------
                                          1999        1998        1999        1998
--------------------------------------------------------------------------------------
<S>                                     <C>          <C>       <C>         <C>

Net sales                                $369.7      $335.7     $742.4      $664.1


Operating expenses:
  Cost of sales                           283.3       257.4      567.9       510.1
  Selling, general and
    administrative expense                 29.7        24.1       55.7        49.9
  Research and development expense          5.0         4.4        9.9         9.5
                                       -----------  ---------- ----------- -----------
                                          318.0       285.9      633.5       569.5
                                       -----------  ---------- ----------- -----------

Income from operations                     51.7        49.8      108.9        94.6

Interest income                              .2          .3         .4          .8
Interest expense                           (2.0)       (3.5)      (4.0)       (7.3)
Other, net                                  (.2)        (.9)       (.4)       (1.6)
                                       -----------  ---------- ----------- -----------

Income before income taxes                 49.7        45.7      104.9        86.5
Income taxes                              (18.4)      (18.3)     (38.8)      (34.6)
                                       -----------  ---------- ----------- -----------

Net income                                 31.3        27.4      66.1         51.9

Dividends on redeemable preferred
  stock                                      -         (1.4)      (.8)        (2.7)
                                        -----------  ---------- ----------- -----------


Net income applicable to common
  stock                                  $ 31.3      $ 26.0    $ 65.3      $  49.2
                                       ===========  ========== =========== ===========

Net income per common share, basic
  and diluted                            $  .31      $  .26    $  .65      $   .49

                                       ===========  ========== =========== ===========



<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
                                       3

<PAGE>
<TABLE>
<CAPTION>


                            Howmet International Inc.

                      Consolidated Condensed Balance Sheets

                        (in millions, except share data)
                                                              JUNE 30,    December 31,
                                                                1999         1998
-------------------------------------------------------------------------------------
                                                            (UNAUDITED)
<S>                                                          <C>          <C>
ASSETS
Current assets:
  Cash and cash equivalents                                  $     9.6    $    37.6
  Accounts receivable (less allowance of $5.1 and $5.2)           91.4         84.1
  Inventories                                                    166.5        161.9
  Retained receivables                                            53.0         32.0
  Deferred income taxes                                           14.5         16.2
  Other current assets                                             5.4          3.0
  Restricted Trust  (a)                                            -          716.4
                                                             ----------   ----------
Total current assets                                             340.4      1,051.2

Property, plant and equipment, net                               364.5        334.9
Goodwill, net                                                    217.7        221.1
Patents and technology and other intangible assets, net          109.3        115.1
Other noncurrent assets                                           76.2         78.3
                                                             ----------   ----------
Total assets                                                  $1,108.1     $1,800.6
                                                             ==========   ==========


LIABILITIES,  REDEEMABLE  PREFERRED STOCK AND  STOCKHOLDERS'
EQUITY
Current liabilities:
  Accounts payable                                           $    83.8    $   101.5
  Accrued compensation                                            40.4         45.0
  Other accrued liabilities                                      113.6        108.7
  Income taxes payable                                            55.1         44.8
  Short-term debt                                                 58.4         28.0
  Pechiney Notes  (a)                                              -          716.4
                                                              ---------    ---------
Total current liabilities                                        351.3      1,044.4

Accrued retiree benefits other than pensions                      99.3         96.8
Accrued pension liability                                         49.4         49.0
Other noncurrent liabilities                                     110.2        108.4
Deferred income taxes                                              -            2.1
Long-term debt                                                    73.0         63.0
                                                              ---------    ---------
Total noncurrent liabilities                                     331.9        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 - 100,024,883
   shares; 1998 - 100,005,356 shares                               1.0          1.0
  Capital surplus                                                195.4        195.1
  Retained earnings                                              245.4        180.1
  Accumulated other comprehensive income                         (16.9)        (4.9)
                                                              ---------    ---------

Total stockholders' equity                                       424.9        371.3
                                                              ---------    ---------
Total liabilities, redeemable preferred stock and
stockholders' equity                                          $1,108.1     $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>
<TABLE>
<CAPTION>


                            Howmet International Inc.

                Consolidated Statements of Cash Flows (Unaudited)

                                  (in millions)




                                                            Six Months Ended
                                                                June 30,
                                                      --------------------------
                                                         1999            1998
--------------------------------------------------------------------------------
<S>                                                     <C>             <C>

Operating activities
--------------------
Net income                                               $  66.1        $  51.9
Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                            32.6           29.3
   Changes in assets and liabilities:
     Receivables                                           (33.2)         (34.6)
     Inventories                                            (7.5)          (6.0)
     Accounts payable and accrued liabilities              (13.9)         (26.4)
     Deferred income taxes                                  (1.8)          (4.2)
     Income taxes payable                                   10.9           18.4
     Long-term SARs accrual                                  3.2             .2
     Other - net                                             2.7            7.4
                                                      -----------     ----------

        Net cash provided by operating activities           59.1           36.0

Investing activities
--------------------
Purchases of property, plant and equipment                 (57.3)         (35.8)
                                                      -----------     ----------

        Net cash used by investing activities              (57.3)         (35.8)

Financing activities
--------------------
Net change in short-term debt                               30.4           18.9
Issuance of long-term debt                                  65.0           36.6
Repayment of long-term debt                                (55.0)         (91.0)
Redemption of preferred stock                              (66.4)           -
                                                      -----------     ----------

        Net cash used by financing activities              (26.0)         (35.5)

Foreign currency rate changes                               (3.8)           -
                                                      -----------     ----------
Decrease in cash and cash equivalents                      (28.0)         (35.3)

Cash and cash equivalents at beginning of period            37.6           45.4
                                                      -----------     ----------
Cash and cash equivalents at end of period               $   9.6        $  10.1
                                                      ===========     ==========


<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 JUNE 30,
---------------------------
Balance, March 31,
1998                   100,000,000 $1.0  $195.0   $ 98.5     $(5.7)       $288.8       6,134     $61.3
                                                                         -------
Comprehensive income
  Net income                                        27.4                    27.4
  Other comprehensive
income
   Foreign exchange
translation adjustment                                        (.2)           (.2)
                                                                         -------
  Total comprehensive
income                                                                      27.2
                                                                         -------
Dividends - redeemable
  preferred stock                                  (1.4)                    (1.4)        135       1.4
------------------------------------------------------------------------------------------------------
Balance, June 30, 1998 100,000,000 $1.0  $195.0   $124.5    $(5.9)        $314.6       6,269     $62.7
======================================================================================================

Balance, March 31,
1999                   100,014,258 $1.0  $195.2 $214.1    $(11.9)        $398.4           -     $   -
                                                                        -------
Comprehensive income
  Net income                                      31.3                     31.3
  Other comprehensive
income
   Foreign exchange
translation adjustment                                      (5.0)          (5.0)
                                                                        -------
  Total comprehensive
income                                                                     26.3
                                                                        -------
Shares issued               10,625           .2                              .2
-----------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999 100,024,883 $1.0  $195.4 $245.4    $(16.9)        $424.9          -      $   -
=====================================================================================================

SIX MONTHS ENDED JUNE 30,
-------------------------
Balance, December 31,
1997                   100,000,000 $1.0  $195.0  $ 75.3    $ (5.6)       $265.7       6,001     $60.0
                                                                         -------
Comprehensive income
  Net income                                       51.9                    51.9
  Other comprehensive
income
   Foreign exchange
translation adjustment                                       (.3)           (.3)
                                                                         -------
  Total comprehensive
income                                                                     51.6
                                                                         -------
Dividends - redeemable
  preferred stock                                  (2.7)                   (2.7)       268       2.7
-----------------------------------------------------------------------------------------------------
Balance, June 30, 1998 100,000,000  $1.0  $195.0 $124.5    $(5.9)        $314.6      6,269     $62.7
=====================================================================================================

Balance, December 31,
1998                   100,005,356  $1.0  $195.1 $180.1    $(4.9)        $371.3      6,560     $65.6
                                                                         -------
Comprehensive income
  Net income                                       66.1                    66.1
  Other comprehensive
income
   Foreign exchange
translation adjustment                                     (12.0)         (12.0)
                                                                         -------
  Total comprehensive
income                                                                     54.1
                                                                         -------
Dividends - redeemable
  preferred stock                                   (.8)                    (.8)        78        .8
Redeemable preferred
stock redemption                                                                    (6,638)    (66.4)
Shares issued               19,527           .3                              .3
-----------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999 100,024,883 $1.0  $195.4  $245.4   $(16.9)        $424.9        -      $   -
=====================================================================================================

<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 ended June 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>

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

Raw materials and supplies                    $ 59.7        $ 56.7
Work in progress                                78.9          78.8
Finished goods                                  31.2          29.7
--------------------------------------------------------------------
FIFO inventory                                 169.8         165.2
LIFO valuation adjustment                       (3.3)         (3.3)
--------------------------------------------------------------------
                                              $166.5        $161.9
====================================================================
</TABLE>

At June 30, 1999 and December 31, 1998,  inventories  include $115.7 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 ("IGT")  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    Six Months Ended
                                                           June 30,            June 30,
                                                     -----------------     ----------------
(in millions)                                           1999      1998      1999     1998
-------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>       <C>     <C>

Net sales to external customers:
   Investment casting and consolidated                 $369.7    $335.7    $742.4   $664.1
===========================================================================================

Income from operations:
   Investment casting                                  $ 60.0    $ 55.9    $122.3   $108.8
   SARs expense                                          (4.2)     (2.6)     (3.2)    (5.3)
   Adjust to LIFO                                         (.5)      (.6)      (.7)    (1.0)
   Other unallocated corporate expense, net              (3.6)     (2.9)     (9.5)    (7.9)
-------------------------------------------------------------------------------------------
      Consolidated                                     $ 51.7    $ 49.8    $108.9   $ 94.6
===========================================================================================
</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
(100,019,457  and 100,000,000 for the quarters ended June 30, 1999 and 1998, and
100,015,907  and  100,000,000  for the six months  ended June 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  (100,303,952 and 100,117,415 for the
quarters ended June 30, 1999 and 1998, and  100,195,915  and 100,152,713 for the
six months ended June 30, 1999 and 1998, respectively).

                                       8

<PAGE>


                            Howmet International Inc.

             Notes to Consolidated Financial Statements (Unaudited)


F.  OTHER INFORMATION

On February 8, 1999,  Cordant  Technologies Inc.  ("Cordant")  acquired for $385
million the remaining  22.65 million shares of the Company's  common stock owned
by Carlyle-Blade  Acquisition  Partners,  L.P.  ("Carlyle"),  entered into a new
Standstill Agreement and extended an existing covenant not to compete. With this
purchase of the Carlyle  shares,  Cordant's  ownership of the  Company's  common
stock  increases  to 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.

The  quarter  ended June 30,  1999  includes  an adverse  $2.6  million  pre-tax
reversal  of a  first  quarter  benefit  associated  with  the  Company's  Stock
Appreciation Rights ("SARs") plan. In addition to this adverse  adjustment,  the
1999 second quarter selling,  general and  administrative  expense includes $1.6
million of pre-tax SARs expense and $1.5 million of pre-tax expense  recorded in
connection with the Cordant  Options.  The comparable 1998 quarter included $2.7
million of pre-tax  expense related to the SARs plan and $0.2 million of pre-tax
expense recorded in connection with the Cordant  Options.  The 1999 adverse $2.6
million pre-tax  reversal of the first quarter benefit was caused by an increase
of the market price of the Company's  common  stock.  The per share value of the
outstanding  SARs  increases or  decreases as the market price of the  Company's
common  stock   fluctuates  above  or  below  $15  (the  upper  limit  for  SARs
compensation  purposes).  At June 30, 1999,  the market  price of the  Company's
common  stock was above $15  compared  to a March 31,  1999 price that was lower
than $15 per share.

For the six months  ended June 30,  1999,  selling,  general and  administrative
expense includes $3.2 million of pre-tax expense recorded in connection with the
SARs plan and $2.2 million of pre-tax  expense  recorded in connection  with the
Cordant  Options.  The comparable 1998 six month period included $5.3 million of
pre-tax expense related to the SARs plan and $1.6 million of pre-tax expense
recorded in connection with the Cordant Options.


G.  CONTINGENT MATTERS

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance issues at two of Cercast's facilities. The Company
notified customers, is actively cooperating with them and government agencies in
the  investigation of these matters,  and is implementing  remedial  action.  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 these
matters can be completed. The Company knows of no in-service problems associated
with these issues.  Based on preliminary  evaluation,  however,  the Company has
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended December 31, 1998. On July 23, 1999,  the Company  received a
customer claim, which was significantly higher than, and which could possibly be
resolved for an amount in excess of, amounts accrued. The Company is in the very
early stages of  evaluating  this claim but believes it is  excessive.  Based on
currently known facts,  the Company believes that additional cost 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.

There are  outstanding  Notices of Proposed  Debarment  from the U.S.  Air Force
directed at the Company's  Cercast-Montreal and Cercast-Bethlehem,  Pennsylvania
facilities.  These  notices  preclude  these  plants  from  accepting  new  U.S.
government contracts or subcontracts. The notices were issued based upon certain
product testing and specification non-compliance issues at these two facilities,
and improper vendor payments that took place at the Cercast-Montreal  operation.
Debarment does not affect existing contracts, other than extensions. The Company
is  negotiating an  Administrative  Agreement with the Air Force under which the
Notices of Proposed Debarment would be terminated.  The Company believes it will
be successful in this effort. In the unlikely event a debarment were imposed for
an  extended  period of time,  such action  would  negatively  impact  sales and
profits in future periods.  However, the Company believes that such impact would
be immaterial to results of operations.



                                       9

<PAGE>


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  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.


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


RESULTS OF OPERATIONS

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

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

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

Net Sales                                 $369.7       $335.7       $34.0         10
-----------------------------------------------------------------------------------------

Gross profit                                86.4         78.3         8.1         10

Selling,   general  and  administrative
expense                                     29.7         24.1        (5.6)       (23)
Research and development expense             5.0          4.4         (.6)       (14)
-----------------------------------------------------------------------------------------

Income from operations                      51.7         49.8         1.9          4
Net interest expense                        (1.8)        (3.2)        1.4         44
Other, net                                   (.2)         (.9)         .7         78
Income taxes                               (18.4)       (18.3)        (.1)        (1)
-----------------------------------------------------------------------------------------

Net income                                $ 31.3       $ 27.4       $ 3.9         14
=========================================================================================

Earnings per share (basic and diluted)    $  .31       $  .26       $ .05         19
=========================================================================================
</TABLE>

Net sales in the 1999  second  quarter  were 10% higher  than in the 1998 second
quarter.  The 1999 sales  increase is due to volume  increases in the industrial
gas turbine market.  Sales to the aero market were  approximately  6% lower than
1998, with approximately one third of the decrease due to price reductions. Such
price reductions,  as well as similar  reductions for the industrial gas turbine
market, were a function of sharing cost savings with customers.

Gross  profit  was $8.1  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.

Selling,  general and administrative expense was $5.6 million higher in the 1999
second  quarter than in the 1998 quarter.  The increase  includes  general price
level increases,  and higher costs to support the higher volume levels, and $2.8
million of higher costs related to the Company's Stock Appreciation  Rights plan
("SARs")  and  the  Cordant  Options  discussed  in  Note F to the  Consolidated
Financial  Statements.  The higher second  quarter costs include an adverse $2.6
million  reversal  of a first  quarter  benefit  related to SARs.  This  adverse
reversal was anticipated by the Company in its first quarter Form 10-Q, where it
described  the first  quarter  benefit as one which would  reverse and adversely
affect  future  results  when the market  price of the  Company's  common  stock
increased to $15 or higher.  SARs benefit or expense is recognized  each quarter
based on employee  vesting to date and also on the market price of the Company's
common  stock at the end of each  quarter  compared  to the market  price at the
previous quarter end, except for the fluctuations above $15 per share (the upper
limit for SARs compensation period). In the first quarter of 1999, the Company's
stock price  dropped to less than $15 per share  resulting  in the $2.6  million
benefit. In the 1999

                                       10

<PAGE>


second  quarter,  the stock  price rose to over $15 per share  resulting  in the
reversal of the $2.6 million first quarter benefit.  For comparability  purposes
management  believes  that the $2.6 million  benefit and its reversal  should be
excluded from the 1999 first and second quarter results.

Net interest  expense was $1.4 million lower in the 1999 second quarter compared
with 1998. The decrease was primarily due to lower debt levels.

Income tax expense  increased  $0.1 million due to higher  pre-tax  income.  The
Company had an effective  tax rate of 37% in 1999 compared with 40% for the same
three-month  period in 1998. The lower effective rate for 1999 was  attributable
primarily  to higher  estimates of research  and  development  tax credits and a
lower state rate.  Beginning in February 1999, the Company's taxable income will
be included in Cordant's consolidated Federal income tax return.

Starting  in late 1998,  the  Company  discovered  certain  product  testing and
specification  non-compliance issues at two of Cercast's facilities. The Company
notified customers, is actively cooperating with them and government agencies in
the  investigation of these matters,  and is implementing  remedial  action.  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 these
matters can be completed. The Company knows of no in-service problems associated
with these issues.  Based on preliminary  evaluation,  however,  the Company has
recorded an estimated loss of $4 million in its consolidated statement of income
for the year ended December 31, 1998. On July 23, 1999,  the Company  received a
customer claim, which was significantly higher than, and which could possibly be
resolved for an amount in excess of, amounts accrued. The Company is in the very
early stages of  evaluating  this claim but believes it is  excessive.  Based on
currently  known  facts,  the  Company  believes  that  additional  cost  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.

There are  outstanding  Notices of Proposed  Debarment  from the U.S.  Air Force
directed at the Company's  Cercast-Montreal and Cercast-Bethlehem,  Pennsylvania
facilities.  These  notices  preclude  these  plants  from  accepting  new  U.S.
government contracts or subcontracts. The notices were issued based upon certain
product testing and specification non-compliance issues at these two facilities,
and improper vendor payments that took place at the Cercast-Montreal  operation.
Debarment does not affect existing contracts, other than extensions. The Company
is  negotiating an  Administrative  Agreement with the Air Force under which the
Notices of Proposed Debarment would be terminated.  The Company believes it will
be successful in this effort. In the unlikely event a debarment were imposed for
an  extended  period of time,  such action  would  negatively  impact  sales and
profits in future periods.  However, the Company believes that such impact would
be immaterial to results of operations.

                                       11

<PAGE>


RESULTS OF OPERATIONS

Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
Summary  financial  information  for the six months  ended  June 30 follows
(in millions, except per share data):

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

Net Sales                                 $742.4       $664.1       $78.3         12
-----------------------------------------------------------------------------------------

Gross profit                               174.5        154.0        20.5         13

Selling,   general  and  administrative
expense                                     55.7         49.9        (5.8)       (12)
Research and development expense             9.9          9.5         (.4)        (4)
-----------------------------------------------------------------------------------------

Income from operations                     108.9         94.6        14.3         15
Net interest expense                        (3.6)        (6.5)        2.9         45
Other, net                                   (.4)        (1.6)        1.2         75
Income taxes                               (38.8)       (34.6)       (4.2)       (12)
-----------------------------------------------------------------------------------------

Net income                                $ 66.1       $ 51.9       $14.2         27
=========================================================================================

Earnings per share (basic and diluted)    $  .65       $  .49       $ .16         33
=========================================================================================
</TABLE>

Net sales in the six months ended June 30, 1999 were 12% higher than in the 1998
six month  period.  The 1999 sales  increase is due to volume  increases  in the
industrial gas turbine market.  Sales to the aero market were  approximately  3%
lower than  1998,  with  approximately  one third of the  decrease  due to price
reductions.  Such  price  reductions,  as well  as  similar  reductions  for the
industrial  gas turbine  market,  were a function of sharing  cost  savings with
customers.

Gross profit was $20.5 million higher in 1999 than in the 1998 six month period.
The principal reason for the 1999 improvement was increased volume. Cost control
enabled the Company to capitalize on such volume increases.

Selling, general and administrative expense was $5.8 million higher in 1999 than
in the  1998 six  month  period.  The  increase  includes  general  price  level
increases and higher costs to support the higher volume levels.  These increases
were  partially  offset by a $1.5 million net  decrease in expenses  recorded in
connection with the Company's SARs and the Cordant Options.

Net interest expense was $2.9 million lower in the 1999 six months compared with
1998. The decrease was primarily due to lower debt levels.

Income tax expense  increased  $4.2 million due to higher  pre-tax  income.  The
Company had an effective  tax rate of 37% in 1999 compared with 40% for the same
six month period in 1998.  The lower  effective  rate for 1999 was  attributable
primarily  to higher  estimates of research  and  development  tax credits and a
lower state rate.


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.

                                       12

<PAGE>


Capital  expenditures  in the  1999  six  months  were  $57.3  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 June 30,  1999,  there were $70 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 June 30, 1999,  $222.4 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 24%
at June 30, 1999  compared  to 30% at  December  31,  1998.  The  current  ratio
(excluding  short-term debt and Pechiney Notes) was 1.2 at June 30, 1999 and 1.1
at December 31, 1998.  Working capital  (excluding  short-term debt and Pechiney
Notes) was $47.5  million and $34.8  million at June 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 June 30, 1999. The $53 million retained  receivables,
shown in the June 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 $12 million,  resulting in a $16.9
million   negative  balance  at  June  30,  1999.  The  change  is  due  to  the
strengthening  of the U.S.  dollar  relative to the French  franc and the United
Kingdom pound.


FEBRUARY 1999 CHANGE IN OWNERSHIP AND PREFERRED STOCK REDEMPTION

On February 8, 1999,  Cordant  Technologies Inc.  ("Cordant")  acquired for $385
million the remaining  22.65 million shares of the Company's  common stock owned
by Carlyle-Blade  Acquisition  Partners,  L.P.  ("Carlyle"),  entered into a new
Standstill Agreement and extended an existing covenant not to compete. With this
purchase of the Carlyle  shares,  Cordant's  ownership of the  Company's  common
stock  increases  to 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.
Remaining  systems and devices are being  closely  monitored by the central Year
2000 project team with completion planned by the third quarter of 1999.

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 is currently underway. Project work on this phase of the effort
started in late 1996 and, 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

                                       13

<PAGE>


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.

The Company is currently  developing 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 are expected to be complete  during the third  quarter of
1999 and will 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 (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  $13.9 million  (86%) had been  expended as of June 30, 1999;  the
Company  expects to spend $1.7 million  (10%)  during the  remainder of 1999 and
$0.7 million (4%) in 2000.

                                       14

<PAGE>


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.

                                     15

<PAGE>


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.


PART II - OTHER INFORMATION

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

See  Note G of  Notes  to  Consolidated  Financial  Statements  (Unaudited)  for
information  relating to the proposed debarment  proceedings pending against the
Montreal,  Quebec facility of Howmet Cercast  (Canada),  Inc. and the Bethlehem,
Pennsylvania   facility  of  Howmet  Cercast  (U.S.A.),   Inc.,  which  note  is
incorporated herein by reference.

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

      (a) The Annual Meeting of Stockholders of the Company for 1999 was held on
May 7, 1999.

      (b) At the meeting the seven  individuals  nominated  for directors by the
management of the Company were elected;  and the  appointment  of Ernst & Young
LLP as the independent auditors of the Company for 1999 was ratified.  The votes
for and against and  abstentions  with respect to each nominee for election as a
director and the other matter were as set forth below.  According to a schedule
provided by the Company's transfer agent, there were no broker non-votes.
<TABLE>
<CAPTION>

                                 For          Against        Abstain
                                 ---          -------        -------
     <S>                     <C>               <C>            <C>
      Director Nominees:

          Richard L. Corbin  99,545,242        22,775           -
          Edsel D. Dunford   99,547,542        20,475           -
          James R. Mellor    99,543,542        24,475           -
          D. Larry Moore     99,547,542        20,475           -
          David L. Squier    99,545,742        22,275           -
          James R. Wilson    99,544,392        23,625           -
          James D. Woods     99,542,042        22,975           -

      Ernst & Young LLP as
      independent auditors   99,548,320        10,675         9,022
</TABLE>

                                       16

<PAGE>


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 the Cercast
manufacturing  process issues,  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
       --------

      27.1  Financial Data Schedule

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

      During the  quarter  ended June 30,  1999,  the  Company  did not file any
Current Reports on Form 8-K.

                                       17

<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: July 26, 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)


                                      18