##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  FORM 10-Q
    þ
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED JUNE 30,
    2009
   o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  
  001-14437
  RTI INTERNATIONAL METALS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio(State or other jurisdiction of
    incorporation or organization)

52-2115953(I.R.S. Employer
    Identification No.)Westpointe Corporate Center One,
    5th

    Floor
    1550 Coraopolis Heights Road
    Pittsburgh, Pennsylvania(Address of principal executive offices)

15108-2973(Zip Code)   (412) 893-0026
 Registrants telephone number,
    including area code:
   Yes þ     No o
  Regulation S-T
 Yes o     No o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2
 Yes o     No þ




---



##### 



RTI
    INTERNATIONAL METALS, INC AND CONSOLIDATED
    SUBSIDIARIES
      INDEX
   
 PagePART I  FINANCIAL INFORMATIONItem 1.


Financial Statements


2Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2009 and 2008


2Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2009 and December 31, 2008


3Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009 and 2008


4Condensed Consolidated Statement of Comprehensive Income and Shareholders Equity (Unaudited) for the Six Months Ended June 30, 2009


5Condensed Notes to Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


33Item 4.


Controls and Procedures


33PART II  OTHER INFORMATIONItem 1A.


Risk Factors


34Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


38Item 4.


Submission of Matters to a Vote of Security
    Holders


38Item 6.


Exhibits


38Signatures


39EX-4.1EX-4.3EX-4.4EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Consolidated Statements of Operations(Unaudited)
    (In thousands, except share and per share amounts)  Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Net sales

$
104,354


$
159,829


$
210,408


$
310,477Cost and expenses:Cost of sales


90,859



110,626



180,621



209,216Selling, general, and administrative expenses


14,595



17,798



31,142



36,106Research, technical, and product development expenses


503



511



1,027



1,035Operating income (loss)


(1,603
)


30,894



(2,382
)


64,120Other income (expense)


855



(975
)


1,754



(680
)Interest income


427



470



1,068



1,373Interest expense


(2,355
)


(266
)


(4,776
)


(616
)Income (loss) before income taxes


(2,676
)


30,123



(4,336
)


64,197Provision for (benefit from) income taxes


(2,801
)


11,510



(3,002
)


23,347Net Income (loss)

$
125


$
18,613


$
(1,334
)

$
40,850Earnings per share:Basic


0.01


$
0.81


$
(0.06
)

$
1.77Diluted

$
0.01


$
0.81


$
(0.06
)

$
1.76Weighted-average shares outstanding:Basic


22,898,490



22,835,487



22,887,743



22,899,615Diluted


22,971,124



23,048,041



22,887,743



23,151,361   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 2




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Consolidated Balance Sheets(Unaudited)
    (In thousands, except share and per share amounts)  June 30,


December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
261,069


$
284,449Receivables, less allowance for doubtful accounts of $594 and
    $2,260


57,262



79,778Inventories, net


278,774



274,330Deferred income taxes


29,746



29,456Other current assets


15,243



11,109Total current assets


642,094



679,122Property, plant, and equipment, net


291,356



271,062Goodwill


48,615



47,984Other intangible assets, net


13,487



13,196Deferred income taxes


19,696



15,740Other noncurrent assets


1,893



2,099Total assets

$
1,017,141


$
1,029,203LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
42,875


$
54,422Accrued wages and other employee costs


10,546



20,452Unearned revenue


22,660



22,352Current portion of long-term debt


24,319



1,375Current liability for post-retirement benefits


2,632



2,632Current liability for pension benefits


121



121Other accrued liabilities


19,112



18,167Total current liabilities


122,265



119,521Long-term debt


217,033



238,550Noncurrent liability for post-retirement benefits


31,246



30,732Noncurrent liability for pension benefits


26,995



26,535Deferred income taxes


154



154Other noncurrent liabilities


10,999



11,777Total liabilities


408,692



427,269Commitments and ContingenciesShareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized;23,813,584 and 23,688,010 shares issued; 23,119,270 and
    23,004,136 shares outstanding


238



237Additional paid-in capital


309,666



307,604Treasury stock, at cost; 694,314 and 683,874 shares


(16,979
)


(16,891
)Accumulated other comprehensive loss


(40,478
)


(46,352
)Retained earnings


356,002



357,336Total shareholders equity


608,449



601,934Total liabilities and shareholders equity

$
1,017,141


$
1,029,203   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 3




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Consolidated Statements of Cash Flows(Unaudited)
    (In thousands)  Six Months EndedJune 30,2009


2008OPERATING ACTIVITIES:Net income (loss)

$
(1,334
)

$
40,850Adjustment for non-cash items included in net income:Depreciation and amortization


10,762



9,622Deferred income taxes


(3,862
)


(6,813
)Stock-based compensation


2,466



2,718Excess tax benefits from stock-based compensation activity


(437
)


(241
)Other


41



(114
)Changes in assets and liabilities:Receivables


24,408



5,329Inventories


(2,837
)


(19,968
)Accounts payable


3,557



3,671Income taxes payable


(683
)


278Unearned revenue


(807
)


17,833Other current liabilities


(13,818
)


(21,983
)Other assets and liabilities


1,524



2,319Cash provided by operating activities


18,980



33,501INVESTING ACTIVITIES:Capital expenditures


(45,167
)


(48,122
)Cash used in investing activities


(45,167
)


(48,122
)FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


27



110Excess tax benefits from stock-based compensation activity


437



241Borrowings on long-term debt


1,181



1,930Repayments on long-term debt


(686
)


(549
)Purchase of common stock held in treasury


(88
)


(9,090
)Cash provided by (used in) financing activities


871



(7,358
)Effect of exchange rate changes on cash and cash equivalents


1,936



(712
)Decrease in cash and cash equivalents


(23,380
)


(22,691
)Cash and cash equivalents at beginning of period


284,449



107,505Cash and cash equivalents at end of period

$
261,069


$
84,814   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 4




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Consolidated Statement of Comprehensive Income and
    Shareholders Equity(Unaudited)
    (In thousands, except share amounts)  Accumulated Other ComprehensiveIncome (Loss)Net Unrealized Gain (Loss) FromCommon Stock


Additional











Minimum


ForeignShares





Paid-In


Treasury


Retained


Derivative


Pension


CurrencyOutstanding


Amount


Capital


Stock


Earnings


Instruments


Liability


Translation


TotalBalance at December 31, 2008


23,004,136


$
237


$
307,604


$
(16,891
)

$
357,336


$
(3,325
)

$
(39,321
)

$
(3,706
)

$
601,934Net loss


















(1,334
)














(1,334
)Foreign currency translation






























3,565



3,565Unrecognized gain on derivatives (interest rate swaps), net of
    tax






















1,069











1,069Benefit plan amortization


























1,240







1,240Comprehensive income


































4,540Shares issued for directors compensation


35,911































Shares issued for restricted stock award plans


87,360



1



























1Shares issued for performance share award plans


53































Stock-based compensation expense recognized










2,466























2,466Treasury stock purchased at cost


(6,040
)










(88
)


















(88
)Exercise of employee options


2,250







27























27Forfeiture of restricted stock awards


(4,400
)






























Tax benefits from stock-based compensation activity










(431
)






















(431
)Balance at June 30, 2009


23,119,270


$
238


$
309,666


$
(16,979
)

$
356,002


$
(2,256
)

$
(38,081
)

$
(141
)

$
608,449   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 5




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESCondensed Notes to Consolidated Financial
    Statements
    (Unaudited) 
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 1BASIS
    OF PRESENTATION:
  Form 10-Q Regulation S-X.
  Form 10-K.
  Note 2ORGANIZATION:
          cuts-to-size, just-in-time
 6




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 3STOCK-BASED
    COMPENSATION:
  Stock
    Options
    Stock Options

SharesOutstanding at December 31, 2008


352,680Granted


170,430Forfeited


(5,734
)Expired


(1,367
)Exercised


(2,250
)Outstanding at June 30, 2009


513,759Exercisable at June 30, 2009


286,029     2009Risk-free interest rate


1.85
%Expected dividend yield


0.00
%Expected lives (in years)


4.0Expected volatility


58.00
%   Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2008


161,669Granted


123,271Vested


(63,132
)Forfeited


(4,400
)Nonvested at June 30, 2009


217,408    7




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Performance
    Share Awards
    Awards

Maximum SharesPerformance Share Awards

Granted

Eligible to ReceiveOutstanding at December 31, 2008


28,500



57,000Granted


85,730



171,460Forfeited


(3,900
)


(7,800
)Vested


(500
)


(1,000
)Outstanding at June 30, 2009


109,830



219,660     Note 4INCOME
    TAXES:
         8




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 5EARNINGS
    PER SHARE:
  Earnings Per Share
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 EITF 03-6-1 EITF 03-6-1. EITF 03-6-1
    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Numerator:Net income (loss)

$
125


$
18,613


$
(1,334
)

$
40,850Denominator:Basic weighted-average shares outstanding


22,898,490



22,835,487



22,887,743



22,899,615Effect of diluted securities


72,634



212,554







251,746Diluted weighted-average shares outstanding


22,971,124



23,048,041



22,887,743



23,151,361Earnings (loss) per share:Basic

$
0.01


$
0.81


$
(0.06
)

$
1.77Diluted

$
0.01


$
0.81


$
(0.06
)

$
1.76    9




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 6INVENTORIES:
  last-in, first-in, lower-of-cost-or-market
  June 30,


December 31,2009


2008Raw materials and supplies

$
131,433


$
124,689Work-in-process
    and finished goods


222,922



228,745LIFO reserve


(75,581
)


(79,104
)Total inventories

$
278,774


$
274,330     Note 7GOODWILL
    AND OTHER INTANGIBLE ASSETS:
  Goodwill and Other Intangible Assets
  ®
  ® ®
  Goodwill.
  December 31,


Translation


June 30,2008


Adjustment


2009Titanium Group

$
2,548


$



$
2,548Fabrication Group


35,603



631



36,234Distribution Group


9,833







9,833Total goodwill

$
47,984


$
631


$
48,615  10




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Intangibles.
    December 31,





Translation


June 30,2008


Amortization


Adjustment


2009Fabrication Group

$
13,196



(422
)


713


$
13,487   Note 8UNEARNED
    REVENUE:
    Note 9OTHER
    INCOME:
   11




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 10EMPLOYEE
    BENEFIT PLANS:
    Pension Benefits


Other Post-Retirement BenefitsThree Months


Six Months


Three Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008


2009


2008


2009


2008Service cost

$
398


$
485


$
796


$
970


$
128


$
129


$
256


$
258Interest cost


1,761



1,783



3,523



3,566



534



505



1,069



1,010Expected return on plan assets


(1,930
)


(2,218
)


(3,859
)


(4,436
)














Amortization of prior service cost


209



206



418



412



304



304



607



607Amortization of unrealized gains and losses


480



537



960



1,074















Net periodic benefit cost

$
918


$
793


$
1,838


$
1,586


$
966


$
938


$
1,932


$
1,875     Note 11COMMITMENTS
    AND CONTINGENCIES:
    Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies
   12




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
        Duty
    Drawback Investigation
          Accounting for Contingencies
 13




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
      Other
    Matters
    Note 12LONG-TERM
    DEBT:
    June 30,


December 31,2009


2008RTI term loan

$
225,000


$
225,000RTI Claro credit agreement


11,984



11,792Interest-free loan agreement  Canada


4,250



2,995Other


118



138Total debt

$
241,352


$
239,925Less: Current portion


(24,319
)


(1,375
)Long-term debt

$
217,033


$
238,550   Note 13SEGMENT
    REPORTING:
     14




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    cuts-to-size, just-in-time
   15




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Net sales:Titanium Group

$
27,124


$
52,374


$
57,427


$
107,501Intersegment sales


35,278



43,579



69,029



90,668Total Titanium Group net sales


62,402



95,953



126,456



198,169Fabrication Group


26,487



41,152



52,551



71,064Intersegment sales


14,210



23,116



28,575



45,567Total Fabrication Group net sales


40,697



64,268



81,126



116,631Distribution Group


50,743



66,303



100,430



131,912Intersegment sales


588



295



1,265



1,118Total Distribution Group net sales


51,331



66,598



101,695



133,030Eliminations


50,076



66,990



98,869



137,353Total consolidated net sales

$
104,354


$
159,829


$
210,408


$
310,477Operating income (loss):Titanium Group before corporate allocations

$
4,496


$
21,330


$
11,475


$
52,687Corporate allocations


(2,386
)


(2,897
)


(5,144
)


(5,902
)Total Titanium Group operating income


2,110



18,433



6,331



46,785Fabrication Group before corporate allocations


(4,213
)


7,674



(8,865
)


7,218Corporate allocations


(2,222
)


(2,368
)


(4,791
)


(4,798
)Total Fabrication Group operating income (loss)


(6,435
)


5,306



(13,656
)


2,420Distribution Group before corporate allocations


4,488



9,130



8,752



18,907Corporate allocations


(1,766
)


(1,975
)


(3,809
)


(3,992
)Total Distribution Group operating income


2,722



7,155



4,943



14,915Total consolidated operating income (loss)

$
(1,603
)

$
30,894


$
(2,382
)

$
64,120Income (loss) before income taxes:Titanium Group

$
2,216


$
18,632


$
6,927


$
47,535Fabrication Group


(8,041
)


4,470


$
(16,843
)


908Distribution Group


3,149



7,021



5,580



15,754Total consolidated income (loss) before income taxes

$
(2,676
)

$
30,123


$
(4,336
)

$
64,197   16




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  June 30,


December 31,2009


2008Total assets:Titanium Group

$
388,221


$
374,999Fabrication Group


226,826



224,534Distribution Group


142,311



155,838General corporate assets


259,783



273,832Total consolidated assets

$
1,017,141


$
1,029,203   Note 14FINANCIAL
    INSTRUMENTS:
  Accounting for Derivative Instruments
    and Hedging Activities
        Designated as

Statement of Financial

Asset (Liability)Hedging Instrument

Position Location

Fair ValueInterest rate swaps


Yes


Other noncurrent liabilities


(3,893
)Foreign currency forwards


No


Other current assets


1,234  17




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 15FAIR
    VALUE MEASUREMENTS:
  Fair Value Measurements
      Significant


SignificantQuoted Market


Other Observable


UnobservablePrices


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalCash and cash equivalents

$
261,069


$



$



$
261,069Foreign currency forward contracts






1,234







1,234Total assets

$
261,069


$
1,234


$



$
262,303Interest rate swap agreements






3,893







3,893Total liabilities

$



$
3,893


$



$
3,893     Note 16NEW
    ACCOUNTING STANDARDS:
  Business Combinations
 18




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  EITF 03-6-1. EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  Employers Disclosure about
    Postretirement Benefit Plan Assets
  No. 107-1 No. 28-1, Interim Disclosures about Fair Value of Financial Instruments SFAS 107-1 28-1). SFAS 107-1 28-1 Disclosures about Fair
    Value of Financial Instruments Interim Financial Reporting SFAS 107-1 28-1 SFAS 107-1 28-1
  Subsequent Events
 19




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles  a
    replacement of FASB Statement No. 162
  Note 17SUBSEQUENT
    EVENTS:
   20




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    statements regarding the future availability and prices of raw
    materials,
    competition in the titanium industry,
    demand for the Companys products,
    the historic cyclicality of the titanium and commercial
    aerospace industries,
    changes in defense spending,
    the success of new market development,
    ability to obtain access to financial markets and to maintain
    current covenant requirements,
    long-term supply agreements,
    the impact of Boeing 787
    Dreamliner®

    production delays,
    legislative challenges to the Specialty Metals Clause,
    labor matters,
    outcome of the U.S. Customs investigation,
    the successful completion of our expansion projects,
    our ability to execute on new business awards,
    our order backlog and the conversion of that backlog into
    revenue, and
    other statements contained herein that are not historical facts.   21




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##### Table of Contents



Overview
      sub-assemblies,
  cuts-to-size, just-in-time
        Trends
    and Uncertainties
  ®
 22




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##### Table of Contents



®
  Three
    Months Ended June 30, 2009 Compared To Three Months Ended
    June 30, 2008
  Net Sales.
  Three MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
27.1


$
52.4


$
(25.3
)


(48.3
)%Fabrication Group


26.5



41.1



(14.6
)


(35.5
)%Distribution Group


50.8



66.3



(15.5
)


(23.4
)%Total consolidated net sales

$
104.4


$
159.8


$
(55.4
)


(34.7
)%   ®
  ®
   23




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##### Table of Contents



Gross Profit (Loss).
  Three MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
6.8


$
24.2


$
(17.4
)


(71.9
)%Fabrication Group


(1.3
)


11.9



(13.2
)


(110.9
)%Distribution Group


8.0



13.3



(5.3
)


(39.8
)%Total consolidated gross profit (loss)

$
13.5


$
49.4


$
(35.9
)


(72.7
)%     ®
    Selling, General, and Administrative
    Expenses.
  Three MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
4.2


$
5.0


$
(0.8
)


(16.0
)%Fabrication Group


5.1



6.6



(1.5
)


(22.7
)%Distribution Group


5.3



6.2



(0.9
)


(14.5
)%Total consolidated SG&A expenses

$
14.6


$
17.8


$
(3.2
)


(18.0
)%    24




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##### Table of Contents



Research, Technical, and Product Development
    Expenses.
  Operating Income (Loss).
  Three MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
2.1


$
18.4


$
(16.3
)


(88.6
)%Fabrication Group


(6.4
)


5.3



(11.7
)


(220.8
)%Distribution Group


2.7



7.2



(4.5
)


(62.5
)%Total operating income (loss)

$
(1.6
)

$
30.9


$
(32.5
)


(105.2
)%     ®
    Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for (Benefit from) Income Taxes.
 25




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##### Table of Contents



Six
    Months Ended June 30, 2009 Compared To Six Months Ended
    June 30, 2008
  Net Sales.
  Six Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
57.4


$
107.5


$
(50.1
)


(46.6
)%Fabrication Group


52.6



71.1



(18.5
)


(26.1
)%Distribution Group


100.4



131.9



(31.5
)


(23.9
)%Total consolidated net sales

$
210.4


$
310.5


$
(100.1
)


(32.2
)%   ®
      Gross Profit (Loss).
  Six Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
16.2


$
57.6


$
(41.4
)


(71.9
)%Fabrication Group


(2.6
)


16.5



(19.1
)


(115.8
)%Distribution Group


16.2



27.2



(11.0
)


(40.4
)%Total consolidated gross profit (loss)

$
29.8


$
101.3


$
(71.5
)


(70.6
)%    26




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##### Table of Contents



®
    Selling, General, and Administrative
    Expenses.
  Six Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
8.8


$
9.8


$
(1.0
)


(10.2
)%Fabrication Group


11.0



14.1



(3.1
)


(22.0
)%Distribution Group


11.3



12.2



(0.9
)


(7.4
)%Total consolidated SG&A expenses

$
31.1


$
36.1


$
(5.0
)


(13.9
)%     Research, Technical, and Product Development
    Expenses.
  Operating Income (Loss).
  Six MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
6.3


$
46.8


$
(40.5
)


(86.5
)%Fabrication Group


(13.6
)


2.4



(16.0
)


(666.7
)%Distribution Group


4.9



14.9



(10.0
)


(67.1
)%Total operating income (loss)

$
(2.4
)

$
64.1


$
(66.5
)


(103.7
)%  27




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##### Table of Contents



®
    Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for (Benefit from) Income Taxes.
  Liquidity
    and Capital Resources
   28




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##### Table of Contents




    Our leverage ratio (the ratio of Net Debt to Consolidated
    EBITDA, as defined in the Credit Agreements) was 0.7 at
    June 30, 2009. If this ratio were to exceed 3.25 to 1, we
    would be in default of our Credit Agreements and our ability to
    borrow under our Credit Agreements would be impaired.
    Our interest coverage ratio (the ratio of Consolidated EBITDA to
    Net Interest, as defined in the Credit Agreements) was 6.9 at
    June 30, 2009. If this ratio were to fall below 2.0 to 1,
    we would be in default of our Credit Agreements and our ability
    to borrow under the Credit Agreements would be impaired.    ® take-or-pay and/or
    Cash provided by operating activities.
 29




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##### Table of Contents



Cash used in investing activities.
  Cash provided by (used in) financing
    activities.
  Duty
    Drawback Investigation
          Accounting for Contingencies
   30




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##### Table of Contents



Backlog
    Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies
        New
    Accounting Standards
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 31




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##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities EITF 03-6-1). EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  Employers Disclosure about
    Postretirement Benefit Plan Assets
  No. 107-1 No. 28-1, Interim Disclosures about Fair Value of Financial Instruments SFAS 107-1 28-1). SFAS 107-1 28-1 Disclosures about Fair
    Value of Financial Instruments Interim Financial Reporting SFAS 107-1 28-1 SFAS 107-1 28-1
  Subsequent Events
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles  a
    replacement of FASB Statement No. 162
 32




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.     33




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1A.
    Risk
    Factors.    We are
    subject to risks associated with global economic and political
    uncertainties
    and/or
  A
    significant amount of our future revenue is based on long-term
    contracts for new aircraft programs
  take-or-pay
  The
    ability to successfully expand our operations in a timely and
    cost effective manner
   34




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##### Table of Contents



We may
    be affected by our ability or inability to obtain
    financing
    The
    demand for our products and services may be adversely affected
    by demand for our customers products and
    services
    A
    substantial amount of revenue is derived from the commercial
    aerospace and defense industries and a limited number of
    customers
    We may
    be subject to competitive pressures
   35




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##### Table of Contents



We may
    experience a lack of supply of raw materials at costs that
    provide us with acceptable margin levels
    We are
    subject to changes in product pricing
    We may
    experience a shortage in the supply of energy or an increase in
    energy costs to operate our plants
    Our
    business could be harmed by strikes or work
    stoppages
     36




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##### Table of Contents



Our
    business is subject to the risks of international
    operations
    We are
    dependent on services that are subject to price and availability
    fluctuations
    Our
    success depends largely on our ability to attract and retain key
    personnel
    The
    demand for our products and services may be affected by factors
    outside of our control
    The
    outcome of the U.S. Customs investigation of our previously
    filed duty drawback claims is uncertain
  Form 10-K
 37




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##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.      Item 4.
    Submission
    of Matters to a Vote of Security Holders.      Nominee

For

WithheldCraig R. Andersson


19,790,313



1,613,601Daniel I. Booker


19,791,484



1,612,430Donald P. Fusilli, Jr.


20,801,970



601,944Ronald L. Gallatin


20,776,292



627,622Charles C. Gedeon


19,819,524



1,584,390Robert M. Hernandez


20,655,544



748,370Dawne S. Hickton


20,701,606



702,308Edith E. Holiday


19,647,092



1,756,822Bryan T. Moss


19,845,531



1,558,383Michael C. Wellham


20,807,270



596,644James A. Williams


20,794,739



609,175     For

Against

AbstainRatification of independent registered public accounting firm


21,231,233



138,477



34,206     For

Against

AbstainApproval of the RTI International Metals, Inc Employee Stock
    Purchase Plan


16,711,377



1,363,115



824,671   Item 6.
    Exhibits.   38




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##### Table of Contents



SIGNATURES        By
    /s/  William
    T. Hull   Senior Vice President and Chief Financial Officer
 (Principal Accounting Officer)
 39




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description4
.1

Amended and Restated Credit Agreement dated September 8,
    2008.4
.3

Credit Agreement Between RTI Claro, Inc., as borrower, RTI
    International Metals, Inc., as guarantor, and National City
    Bank, Canada Branch, as lender, dated December 27, 2006.4
.4

Credit Amending Agreement, dated September 27, 2007,
    related to the Credit Agreement between RTI Claro, Inc., as
    borrower, RTI International Metals, Inc., as guarantor, and
    National City Bank, Canada Branch, as lender.4
.5

Second Credit Amending Agreement, dated September 8, 2008,
    related to the Credit Agreement between RTI Claro, Inc., as
    borrower, RTI International Metals, Inc., as guarantor, and
    National City Bank, Canada Branch, as lender, incorporated by
    reference to exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    for the event dated September 8, 2008.10
.1

RTI International Metals, Inc. Employee Stock Purchase Plan
    incorporated by reference to Annex A to the Companys
    Notice of Annual Meeting of Shareholders and Proxy Statement,
    Form 14A, dated February 23, 2009.31
.1

Certification of Chief Executive Officer required by Item 307 of
    Regulation S-K as promulgated by the Securities and Exchange
    Commission and pursuant to Section 302 of Sarbanes-Oxley Act of
    2002, filed herewith.31
.2

Certification of Principal Financial Officer required by Item
    307 of Regulation S-K as promulgated by the Securities and
    Exchange Commission and pursuant to Section 302 of
    Sarbanes-Oxley Act of 2002, filed herewith.32
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002, filed herewith.32
.2

Certification of Principal Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002, filed herewith.  40