<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

<Table>
<C>          <S>
 (Mark One)
    [X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.



                                   OR




    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE TRANSITION PERIOD FROM         TO
</Table>

                        COMMISSION FILE NUMBER 001-14437
                             ---------------------

                         RTI INTERNATIONAL METALS, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                     OHIO                                        52-2115953
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

              1000 WARREN AVENUE                                   44446
                 NILES, OHIO                                     (Zip Code)
   (Address of principal executive offices)
</Table>

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
                                 (330) 544-7700

     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 [ ]

     At May 1, 2002, 20,787,155 shares of common stock of the registrant were
outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                         RTI INTERNATIONAL METALS, INC.

                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002

                                     INDEX

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
                 PART I -- FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements:
       Consolidated Statement of Operations.................    1
       Consolidated Balance Sheet...........................    2
       Consolidated Statement of Cash Flows.................    3
       Consolidated Statement of Shareholders' Equity.......    4
       Selected Notes to Consolidated Financial
        Statements..........................................    5

Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition..................   12

Item 3. Quantitative and Qualitative Disclosures about
        Market Risk.........................................   18

                   PART II -- OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security
        Holders.............................................   19

Item 6. Exhibits and Reports on Form 8-K....................   19

Signatures..................................................   20
</Table>
<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                         RTI INTERNATIONAL METALS, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                   QUARTER ENDED
                                                                     MARCH 31
                                                              -----------------------
                                                                 2002         2001
                                                              ----------   ----------
<S>                                                           <C>          <C>
Sales.......................................................  $   65,678   $   66,239
Operating costs:
Cost of sales...............................................      51,882       56,728
Selling, general and administrative expenses................       9,060        8,349
Research, technical and product development expenses........         360          362
                                                              ----------   ----------
     Total operating costs..................................      61,302       65,439
                                                              ----------   ----------
Operating income............................................       4,376          800
Other income, net (Note 5)..................................       8,936        6,049
Interest expense............................................        (147)        (210)
                                                              ----------   ----------
Income before income taxes..................................      13,165        6,639
Provision for income taxes (Note 3).........................       5,134        2,581
                                                              ----------   ----------
Income before cumulative effect of change in accounting
  principle.................................................       8,031        4,058
Cumulative effect of change in accounting principle (Note
  8)........................................................          --         (191)
                                                              ----------   ----------
Net income..................................................  $    8,031   $    3,867
                                                              ==========   ==========
Earnings per common share (Note 4)
Income before cumulative effect of change in accounting
  principle:
  Basic.....................................................  $     0.39   $     0.19
                                                              ----------   ----------
  Diluted...................................................  $     0.38   $     0.19
                                                              ==========   ==========
Net income:
  Basic.....................................................  $     0.39   $     0.19
                                                              ----------   ----------
  Diluted...................................................  $     0.38   $     0.18
                                                              ==========   ==========
Weighted average shares used to compute earnings per share:
  Basic.....................................................  20,767,586   20,890,835
                                                              ----------   ----------
  Diluted...................................................  20,898,346   21,184,026
                                                              ==========   ==========
</Table>

  The accompanying notes are an integral part of these Consolidated Financial
                                  Statements.

                                        1
<PAGE>

                         RTI INTERNATIONAL METALS, INC.

                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
                                         ASSETS
ASSETS:
  Cash and cash equivalents.................................   $ 14,182       $  8,036
  Receivables -- less allowance for doubtful accounts of
     $1,413 and $1,219......................................     58,900         50,572
  Inventories, net (Note 6).................................    166,243        158,561
  Deferred income taxes.....................................      8,096          7,418
  Other current assets......................................      6,061         13,136
                                                               --------       --------
     Total current assets...................................    253,482        237,723
  Property, plant and equipment, net........................     96,124         98,375
  Goodwill..................................................     34,133         34,133
  Other noncurrent assets...................................     17,284         17,520
                                                               --------       --------
     Total assets...........................................   $401,023       $387,751
                                                               ========       ========

                          LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
  Accounts payable..........................................   $ 18,038       $ 17,799
  Accrued wages and other employee costs....................      7,749          7,494
  Other accrued liabilities.................................     24,021         11,173
                                                               --------       --------
     Total current liabilities..............................     49,808         36,466
Long-term debt..............................................         --             --
Accrued postretirement benefit cost.........................     19,940         19,940
Deferred income taxes.......................................      1,296          1,296
Accrued pension cost........................................     10,681         17,787
Other noncurrent liabilities................................      5,294          5,287
                                                               --------       --------
     Total liabilities......................................     87,019         80,776
                                                               --------       --------
Commitments and contingencies (Note 5)......................
SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par value, 50,000,000 shares
     authorized; 21,087,454 and 21,035,454 shares issued;
     20,782,604 and 20,730,604 shares outstanding...........        211            210
  Additional paid-in capital................................    242,075        241,579
  Deferred compensation.....................................     (2,517)        (2,278)
  Treasury stock, at cost; 304,850 shares...................     (2,612)        (2,612)
  Accumulated other comprehensive (loss)....................     (8,677)        (7,417)
  Retained earnings.........................................     85,524         77,493
                                                               --------       --------
Total shareholders' equity..................................    314,004        306,975
                                                               --------       --------
     Total liabilities and shareholders' equity.............   $401,023       $387,751
                                                               ========       ========
</Table>

  The accompanying notes are an integral part of these Consolidated Financial
                                  Statements.

                                        2
<PAGE>

                         RTI INTERNATIONAL METALS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $ 8,031    $ 3,867
Adjustment for items not affecting funds from operations:
  Depreciation and amortization.............................    3,143      3,230
  Deferred income taxes.....................................     (678)        --
  Stock-based compensation and other........................    1,000        266
CHANGES IN ASSETS AND LIABILITIES (EXCLUDING CASH):
  Receivables...............................................   (8,522)    (6,083)
  Inventories...............................................   (7,682)     3,383
  Accounts payable..........................................      239     (3,261)
  Other current liabilities.................................   13,103      6,447
  Other assets and liabilities..............................   (1,042)       762
                                                              -------    -------
       Cash provided by operating activities................    7,592      8,611
                                                              -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................   (1,464)    (2,351)
                                                              -------    -------
       Cash used in investing activities....................   (1,464)    (2,351)
                                                              -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Exercise of employee stock options........................       18        190
  Net borrowings and repayments under revolving credit
     agreement..............................................       --     (6,800)
  Purchase of common stock held in treasury.................       --        (42)
                                                              -------    -------
       Cash provided by (used in) financing activities......       18     (6,652)
                                                              -------    -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............    6,146       (392)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............    8,036      6,374
                                                              -------    -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $14,182    $ 5,982
                                                              =======    =======
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest, net of amounts capitalized........  $    79    $   374
  Cash paid for income taxes................................  $   365    $   192
NONCASH FINANCING ACTIVITIES:
  Issuance of common stock for restricted stock awards......  $   479    $   544
  Capital lease obligations incurred........................  $    --    $    --
</Table>

  The accompanying notes are an integral part of these Consolidated Financial
                                  Statements.

                                        3
<PAGE>

                         RTI INTERNATIONAL METALS, INC.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                  (UNAUDITED)
<Table>
<Caption>
                                                                                                 ACCUMULATED
                                                ADDT'L.                   TREASURY                  OTHER
                           SHARES      COMMON   PAID-IN      DEFERRED      COMMON    RETAINED   COMPREHENSIVE
                         OUTSTANDING   STOCK    CAPITAL    COMPENSATION    STOCK     EARNINGS      INCOME        TOTAL
                         -----------   ------   --------   ------------   --------   --------   -------------   --------
<S>                      <C>           <C>      <C>        <C>            <C>        <C>        <C>             <C>
Balance at December 31,
  2001.................  20,730,604     $210    $241,579     $(2,278)     $(2,612)   $77,493       $(7,417)     $306,975
Shares issued for
  directors'
  compensation.........          --       --          --          --           --         --            --            --
Shares issued for
  restricted stock
  award plans..........      50,000        1         478        (479)          --         --            --            --
Compensation expense
  recognized...........          --       --          --         240           --         --            --           240
Treasury common stock
  purchased at cost....          --       --          --          --           --         --            --            --
Exercise of employee
  stock options
  including tax
  benefit..............       2,000       --          18          --           --         --            --            18
Net income.............          --       --          --          --           --      8,031            --         8,031
Unrealized gains on
  investments held for
  sale.................          --       --          --          --           --         --        (1,260)       (1,260)
Comprehensive income...
                         ----------     ----    --------     -------      -------    -------       -------      --------
Balance at March 31,
  2002.................  20,782,604     $211    $242,075     $(2,517)     $(2,612)   $85,524       $(8,677)     $314,004
                         ==========     ====    ========     =======      =======    =======       =======      ========

<Caption>

                         COMPREHENSIVE
                            INCOME
                         -------------
<S>                      <C>
Balance at December 31,
  2001.................
Shares issued for
  directors'
  compensation.........
Shares issued for
  restricted stock
  award plans..........
Compensation expense
  recognized...........
Treasury common stock
  purchased at cost....
Exercise of employee
  stock options
  including tax
  benefit..............
Net income.............     $ 8,031
Unrealized gains on
  investments held for
  sale.................      (1,260)
                            -------
Comprehensive income...     $ 6,771
                            =======
Balance at March 31,
  2002.................
</Table>

  The accompanying notes are an integral part of these Consolidated Financial
                                  Statements.

                                        4
<PAGE>

                         RTI INTERNATIONAL METALS, INC.

              SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION

     The consolidated financial statements included herein have been prepared by
RTI International Metals, Inc. (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The
consolidated financial statements include the accounts of RTI International
Metals, Inc. and its majority owned subsidiaries. All significant intercompany
transactions have been eliminated. The financial information presented reflects
all adjustments, consisting only of normal recurring adjustments, which are, in
the opinion of management, necessary for a fair presentation of the results for
the interim periods presented. The results for the interim periods are not
necessarily indicative of the results to be expected for the year.

NOTE 2 -- ORGANIZATION

     On September 30, 1998, the shareholders of the Company's now wholly-owned
subsidiary RMI Titanium Company ("RMI") approved a proposal to reorganize into a
holding company structure (the "1998 Reorganization"). Pursuant to this
reorganization, the Company became the parent company of RMI, and shares of RMI
common stock were automatically exchanged on a one-for-one (1:1) basis for
shares of RTI. Shares of RTI began trading on the New York Stock Exchange on
October 1, 1998.

     The Company is a successor to entities that have been operating in the
titanium industry since 1951. In 1990, USX Corporation ("USX") and Quantum
Chemical Corporation ("Quantum") transferred their entire ownership interest in
RMI's immediate predecessor, RMI Company, an Ohio general partnership, to the
Company in exchange for shares of the Company's common stock (the "1990
Reorganization"). Quantum sold its shares of common stock to the public while
USX retained ownership of its shares.

     In November, 1996, USX completed a public offering of its 6 3/4% notes (the
"Notes") which were exchangeable in February, 2000, for 5,483,600 shares of RTI
common stock owned by USX. On February 1, 2000, the trustee under the note
indenture delivered 5,483,000 of RTI common stock to the note holders in
exchange for the Notes terminating USX's ownership interest in RTI.

NOTE 3 -- INCOME TAXES

     In the three months ended March 31, 2002, the Company recorded an income
tax expense of $5.1 million, or 39% of pre-tax income compared to an expense of
$2.6 million, or 39% for the three months ended March 31, 2001. The effective
tax rate for the three-month periods ended March 31, 2002 and March 31, 2001 of
39% exceeded the federal statutory rate of 35% primarily as a result of state
income taxes. The effective tax rate for the three-month period ended March 31,
2001 also exceeded the federal statutory rate of 35% due to non-deductible
goodwill amortization.

                                        5
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- EARNINGS PER SHARE

     A reconciliation of the income and weighted average number of outstanding
common shares used in the calculation of basic and diluted earnings per share
for the quarters ended March 31, 2002 and 2001 are as follows (in thousands
except number of shares and per share amounts):

<Table>
<Caption>
                                                            QUARTER ENDED MARCH 31
                                                        -------------------------------
                                                         NET                  EARNINGS
                                                        INCOME     SHARES     PER SHARE
                                                        ------   ----------   ---------
<S>                                                     <C>      <C>          <C>
                         2002
Basic EPS.............................................  $8,031   20,767,586    $ 0.39
Effect of potential common stock:
  Stock options.......................................      --      130,760     (0.01)
                                                        ------   ----------    ------
Diluted EPS...........................................  $8,031   20,898,346    $ 0.38
                                                        ======   ==========    ======
                         2001
Basic EPS.............................................  $3,867   20,890,835    $ 0.19
Effect of potential common stock:
  Stock options.......................................      --      293,191     (0.01)
                                                        ------   ----------    ------
Diluted EPS...........................................  $3,867   21,184,026    $ 0.18
                                                        ======   ==========    ======
</Table>

914,512 and 565,854 shares of common stock issuable upon exercise of employee
stock options have been excluded from the calculation of diluted earnings per
share for the quarters ended March 31, 2002 and 2001, respectively, because the
exercise price of the options exceeded the weighted average market price of the
Company's common stock during those periods.

NOTE 5 -- COMMITMENTS AND CONTINGENCIES

     Under a 1990 reorganization, the Company agreed to indemnify USX and
Quantum against liabilities related to their ownership of RMI and its immediate
predecessor, Reactive Metals, Inc., which was formed by USX and Quantum in 1964.

     From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Given the
critical nature of many of the aerospace end uses for the Company's products,
including specifically their use in critical rotating parts of gas turbine
engines, the Company maintains aircraft products liability insurance of $250
million, which includes grounding liability.

  Environmental Matters

     In the ordinary course of business, the Company is subject to environmental
laws and regulations concerning the production, handling, storage,
transportation, emission, and disposal of waste materials and is also subject to
other federal and state laws and regulations regarding health and safety
matters. These laws and regulations are constantly evolving, and it is not
currently possible to predict accurately the ultimate effect these laws and
regulations will have on the Company in the future.

     The Company is involved in investigative or cleanup projects under federal
or state environmental laws at a number of waste disposal sites, including the
Fields Brook Superfund Site. Given the status of the proceedings with respect to
these sites, ultimate remediation costs cannot presently be accurately
predicted, but could, in the aggregate, be material. Based on the information
available regarding the current ranges of estimated remediation costs at
currently active sites, and what the Company believes will be its ultimate share
of such costs, provisions for environmental-related costs have been recorded.
These provisions are in addition to amounts which have previously been accrued
for the Company's share of environmental study costs.
                                        6
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     With regard to the Fields Brook Superfund Site, the Company, together with
31 other companies, has been identified by the EPA as a potentially responsible
party ("PRP") under the Comprehensive Environmental Response, Compensation
Liability Act ("CERCLA") with respect to a superfund site defined as the Fields
Brook Watershed in Ashtabula, Ohio, which includes the Company's now closed
Ashtabula facilities. The Company and twelve other parties entered into a Phase
2 (actual cleanup) allocation agreement which assigns 9.44% of the cost to RMI.
However, the actual percentage may be more or less based on contributions from
other parties which are not currently participating in the Phase 2 allocation
agreement. Cleanup began in 2000 and is expected to be completed in mid 2002.
The current estimate of the remaining cost of remediation of the Fields Brook
site is approximately $8 million.

     The Ashtabula River and Harbor has been designated one of 43 Areas of
Concern on the Great Lakes by the International Joint Commission. Fields Brook
empties into the Ashtabula River, which in turn flows into Lake Erie. The State
of Ohio has appropriated $7 million in state funds to the Ashtabula River
dredging project to assist in securing federal funds needed to conduct the
dredging. The Company believes it is most appropriate to use public funds to
remediate a site with regional environmental and economic development
implications such as the Ashtabula River and Harbor. The Ashtabula River
Partnership ("ARP"), a voluntary group of public and private entities including,
among others, the Company, the EPA, and the Ohio EPA, was formed in July 1994 to
bring about the remediation of the river. The ARP is working both to design a
cost-effective remedy and to secure public funding. Phase 1 of the Comprehensive
Management Plan is complete except for public review. To fund the Detailed
Design and Remedial Action, the Company has estimated the private contribution
to the project could approximate $14 million, of which roughly 10% to 15% is
allocated to the Company (before contributions from third parties). It is
possible that the EPA could determine that the Ashtabula River and Harbor should
be designated as an extension of the Fields Brooks Superfund site, or,
alternatively, as a separate Superfund site. The Company has accrued an amount
for this matter based on its best estimate of its share of the currently
proposed remediation plan. The Fields Brook PRP group has indicated to the
Ashtabula River Partnership the group's willingness to participate in funding in
exchange for a release from CERCLA liability.

     At March 31, 2002, the amount accrued for future environmental-related
costs was $1.7 million. Based on available information, RMI believes its share
of potential environmental-related costs, before expected contributions from
third parties, is in a range from $2.8 million to $6.5 million, in the
aggregate. The amount accrued is net of expected contributions from third
parties (which does not include any amounts from insurers) in a range from $1.9
to $2.3 million. The Company has been receiving contributions from such third
parties for a number of years as partial reimbursement for costs incurred by the
Company. As these proceedings continue toward final resolution, amounts in
excess of those already provided may be necessary to discharge the Company from
its obligations for these projects.

  Gain Contingency

     In 2000, RTI made a claim against Boeing Commercial Airplane Group for
approximately $6 million for contractual amounts due in connection with the
terms of their long-term supply agreement. Under the terms of the contract,
Boeing was required to order a minimum of 3.25 million pounds of titanium during
2000. Actual shipments were approximately 1.1 million pounds. This claim was
treated as a gain contingency under Statements of Financial Accounting Standards
No. 5, "Accounting for Contingencies" (FAS 5), deferring the realization of
income until Boeing satisfied the claim.

     On March 19, 2001, Boeing satisfied the above-mentioned 2000 contractual
claim for approximately $6 million. The financial impact of this settlement was
recorded in other income in the first quarter of 2001.

     In 2001, RTI made a similar claim against Boeing Commercial Airplane Group
for approximately $7 million in connection with the terms of their long-term
supply agreement. Under the terms of the contract, Boeing was required to order
a minimum of 3.25 million pounds of titanium during 2001. Actual shipments
                                        7
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

were approximately 0.9 million pounds. This claim was also treated as a gain
contingency under FAS 5, deferring realization of income until Boeing satisfied
the claim.

     On March 6, 2002, Boeing satisfied the above-mentioned 2001 contractual
claim for approximately $7 million. The financial impact of this settlement was
recorded in other income in the first quarter of 2002.

  Other

     The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters incidental to
its business.

     The ultimate resolution of these foregoing contingencies could,
individually or in the aggregate, be material to the consolidated financial
statements. However, management believes that the Company will remain a viable
and competitive enterprise even though it is possible that these matters could
be resolved unfavorably.

NOTE 6 -- INVENTORIES:

<Table>
<Caption>
                                                              MARCH 31,   DECEMBER 31,
                                                                2002          2001
                                                              ---------   ------------
<S>                                                           <C>         <C>
Raw material and supplies...................................  $ 29,393      $ 30,304
Work-in-process and finished goods..........................   151,897       142,041
LIFO adjustment.............................................   (15,047)      (13,784)
                                                              --------      --------
  Inventories, at LIFO cost.................................  $166,243      $158,561
                                                              ========      ========
</Table>

                                        8
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 7 -- SEGMENT REPORTING:

     The Company's reportable segments are the Titanium Group and the
Fabrication and Distribution Group. Segment information for the three-month
periods ended March 31, 2002 and 2001 is as follows:

<Table>
<Caption>
                                                                 QUARTER ENDED
                                                                   MARCH 31
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
<S>                                                           <C>        <C>
NET SALES:
Titanium
  Trade.....................................................  $ 28,345   $ 26,602
  Intersegment..............................................    14,207     13,690
                                                              --------   --------
                                                                42,552     40,292
Fabrication and distribution
  Trade.....................................................    33,888     36,139
  Intersegment..............................................       375         43
                                                              --------   --------
                                                                34,263     36,182
Other operations............................................     3,445      3,498
Adjustments and eliminations................................   (14,582)   (13,733)
                                                              --------   --------
     Total net sales........................................  $ 65,678   $ 66,239
                                                              ========   ========
OPERATING INCOME:
Titanium....................................................  $  4,032   $   (503)
Fabrication and distribution................................       229      1,129
Other operations............................................       115        174
                                                              --------   --------
     Total operating income.................................     4,376        800
RECONCILIATION OF OPERATING INCOME TO REPORTED INCOME BEFORE
  TAXES:
  Other income -- net.......................................     8,936      6,049
  Interest expense..........................................      (147)      (210)
                                                              --------   --------
     Reported income before taxes...........................  $ 13,165   $  6,639
                                                              ========   ========
</Table>

NOTE 8 -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

     The FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" in June 1998. SFAS No. 133 requires all derivatives to be
recognized as either assets or liabilities on the balance sheet and to be
measured at fair value. Changes in the fair value of derivatives will be
recognized in income immediately if the derivatives are designated for purposes
other than hedging or are deemed not effective as hedges.

     The Company adopted SFAS No. 133 on January 1, 2001. A charge of
approximately $0.2 million, net of a tax benefit of approximately $0.1 million,
was recorded as a cumulative effect of adoption of SFAS No. 133 in the Company's
results of operations for the first quarter of 2001. The charge represented the
fair value of the net liability of a foreign currency forward purchase contract
upon adoption.

NOTE 9 -- NEW ACCOUNTING PRONOUNCEMENTS

     On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141 (FAS 141), "Business
Combinations", and No. 142 (FAS 142), "Goodwill and Other Intangible Assets".

                                        9
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     FAS 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by FAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001; (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill; and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

     FAS 142 supersedes APB 17, "Intangible Assets". FAS 142 primarily addresses
the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting). The most significant
changes made by FAS 142 are: (1) goodwill and indefinite-lived intangible assets
will no longer be amortized; (2) goodwill will be tested for impairment at least
annually at the reporting unit level; (3) intangible assets deemed to have an
indefinite life will be tested for impairment at least annually; and (4) the
amortization period of intangible assets with finite lives will no longer be
limited to forty years.

     FAS 141 must be applied to all business combinations initiated or completed
after June 30, 2001. FAS 142 must have been adopted as of January 1, 2002. The
Company adopted FAS 142 in the first quarter of fiscal 2002 and discontinued the
amortization of goodwill. Management has completed a preliminary evaluation of
its existing goodwill for impairment in accordance with FAS 142 and does not
believe the new standard will have a material impact. A final evaluation is
expected to be completed by June 30, 2002. The following table sets forth the
effect of discontinuing of goodwill amortization as required by FAS 142:

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31,
                                                              ------------------
                                                                2002      2001
                                                              --------   -------
<S>                                                           <C>        <C>
Income before income taxes, as reported.....................  $13,165    $6,639
Add back: Goodwill amortization.............................       --       413
                                                              -------    ------
Income before income taxes, as adjusted.....................  $13,165    $7,052
                                                              =======    ======
Net income, as reported.....................................  $ 8,031    $3,867
Add back: Effect of goodwill amortization...................       --       252
                                                              -------    ------
Net income, as adjusted.....................................  $ 8,031    $4,119
                                                              =======    ======
Basic earnings per share, as reported.......................  $  0.39    $ 0.19
Add back: Effect of goodwill amortization...................       --      0.01
                                                              -------    ------
Basic earnings per share, as adjusted.......................  $  0.39    $ 0.20
                                                              =======    ======
Diluted earnings per share, as reported.....................  $  0.38    $ 0.18
Add back: Effect of goodwill amortization...................       --      0.01
                                                              -------    ------
Diluted earnings per share, as adjusted.....................  $  0.38    $ 0.19
                                                              =======    ======
</Table>

     In August 2001, the FASB issued Statements of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations." FAS 143
prescribes the accounting for retirement obligations associated with tangible
long-lived assets, including: (1) the timing of liability recognition; (2)
initial measurement of the liability; (3) allocation of the cost of the
obligation to expense; (4) measurement and recognition of subsequent changes to
the liability; and (5) financial statement disclosures. FAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The standard is required to be adopted in fiscal years
beginning after June 15, 2002. At adoption, any transition adjustment required
will be reported as a cumulative effect of a change in accounting principle.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

                                        10
<PAGE>
                         RTI INTERNATIONAL METALS, INC.

       SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In September 2001, the FASB issued Statements of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." FAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This Statement supersedes FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business
(as previously defined in that Opinion). This standard prescribes a single
accounting model for long-lived assets to be disposed of by sale, and also
prescribes the accounting for the impairment of long-lived assets to be held and
used and for assets to be disposed of by other than sale (e.g., abandonment).
Under this standard, long-lived assets to be disposed of by sale should be
carried at the lower of its carrying amount or fair value less cost to sell and
depreciation (amortization) should cease. Discontinued operations are no longer
measured on a net realizable value basis, and future operating losses are no
longer recognized before they occur. For long-lived assets to be held and used,
the significant changes under FAS 144 are: (1) the removal of goodwill from the
scope of this standard; (2) prescribes a probability-weighted cash flow approach
to measuring the future cash flows from the assets; and (3) prescribes a
"primary asset" approach to grouping assets for purposes of testing for
impairment. This standard is required to be adopted in fiscal years beginning
after December 15, 2001; early adoption is permitted. The requirements of this
standard are to be applied prospectively from adoption with no cumulative effect
of change in accounting principle reported. The Company adopted FAS 144 in the
first quarter of 2002 and there was not a material financial impact.

                                        11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

     The following discussion should be read in connection with the information
contained in the Consolidated Financial Statements and Selected Notes to
Consolidated Financial Statements. The following information contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are subject to the safe harbor created by
that Act. Such forward-looking statements include, without limitation,
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 aerospace industries, uncertain defense
spending, long-term supply agreements, the ultimate determination of pending
trade petitions, global economic conditions, the Company's order backlog and the
conversion of that backlog into revenue, labor relations, the long-term impact
of the events of September 11, 2001 and the ongoing war on terrorism, and other
statements contained herein that are not historical facts. Because such
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. These and other risk
factors are set forth below in the "Outlook" section, as well as in the
Company's other filings with the Securities and Exchange Commission ("SEC") over
the last 12 months, copies of which are available from the SEC or may be
obtained upon request from the Company.

  THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31,
2001

  Net Sales

     Net sales decreased to $65.7 million for the three months ended March 31,
2002 compared to net sales of $66.2 million in the corresponding 2001 period.
Sales for the Company's Titanium Group and Other operations amounted to $31.8
million in the three months ended March 31, 2002 compared to $30.1 million in
the same period of 2001. Titanium Group net sales increased as a result of an
increase in mill product shipments, partially offset by lower average realized
prices as product mix shifted to lower priced products. Shipments of titanium
mill products were 2.8 million pounds in the three months ended March 31, 2002,
compared to 2.4 million pounds for the same period in 2001. Mill product
shipments in the three months ended March 31, 2002 were higher than those in
2001 as demand for forged mill products for aerospace and energy markets
improved. Average realized prices on mill products for the three months ended
March 31, 2002 decreased to $13.22 per pound from $14.97 per pound in 2001. The
decrease in average realized prices for mill products resulted primarily from an
increased mix of lower value-added forged mill products when compared to 2001.
Sales for the Company's Fabrication and Distribution Group amounted to $33.9
million in the three months ended March 31, 2002, compared to $36.1 million in
the same period of 2001. This decrease reflects reduced demand in distribution
sales in the United States and Europe, partially offset by an increase in energy
market sales.

  Gross Profit

     Gross profit amounted to $13.8 million, or 21.0% of sales for the three
months ended March 31, 2002 compared to a gross profit of $9.5 million or 14.4%
for the comparable 2001 period. Gross margin improved as a result of continuing
Titanium Group cost reduction efforts and increased sales in energy markets,
partially offset by reduced volume in domestic and European distribution sales.

  Selling, General and Administrative Expenses

     Selling, general and administrative expenses amounted to $9.1 million or
13.8% of sales for the three months ended March 31, 2002, compared to $8.3
million or 12.6% of sales for the same period in 2001. The increase in selling,
general and administrative expenses reflects the impact of an increase in
estimated employee benefit liabilities and additional accruals for employee
bonus compensation.

  Research, Technical and Product Development Expenses

     Research, technical and product development expenses amounted to $0.4
million in 2002 compared to $0.4 million during the same period in 2001.
                                        12
<PAGE>

  Operating Income

     Operating income for the three months ended March 31, 2002 amounted to $4.4
million, or 6.7% of sales compared to $0.8 million, or 1.2% of sales, in the
same period of 2001. This change consists of an increase in operating income
from the Titanium Group of $4.5 million primarily due to continuing cost
reduction efforts. This increase was partially offset by a decrease in operating
income in the Fabrication and Distribution Group of $0.9 million due to a
decrease in demand in domestic and European distribution sales, partially offset
by an increase in energy market sales.

  Other Income

     Other income for the three months ended March 31, 2002 amounted to $8.9
million, compared to $6.0 million in the same period of 2001. This increase
primarily reflects an increase in the amount received from Boeing in settlement
of contractually specified damages for failing to meet minimum order volumes
when compared to a similar payment received in 2001. The increase also reflects
the gain on the sale of shares received by the Company in 2001 as a result of
the demutualization of one of its insurance carriers in which it was a
participant.

  Interest Expense

     Interest expense for the three months ended March 31, 2002 amounted to $0.1
million compared to $0.2 million in the same period of 2001. The decrease is
primarily the result of reduced borrowing levels.

  Income Taxes

     In the three months ended March 31, 2002, the Company recorded an income
tax expense of $5.1 million compared to a $2.6 million expense recorded in the
same period in 2001. The effective tax rates for the three months ended March 31
of 2002 and 2001 were approximately 39%. The effective tax rate of 39% for the
three months ended March 31, 2002 was greater than the federal statutory rate of
35% primarily due to state income taxes. The effective tax rate of 39% for the
three months ended March 31, 2001 was greater than the federal statutory rate of
35% primarily due to state income taxes and non-deductible goodwill
amortization.

  Cumulative Effect of Change in Accounting Principle

     The cumulative effect of change in accounting principle for the three
months ended March 31, 2001 of $0.2 million, net of $0.1 million in income
taxes, resulted from the Company's adoption of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" in 2001. The gross charge of $0.3
million represented the recognition of the net liability for the fair value of a
foreign currency forward purchase contract upon adoption.

  Net Income

     Net income for the three months ended March 31, 2002 amounted to $8.0
million or 12.2% of sales, compared to $3.9 million or 5.8% of sales in the
comparable 2001 period. This change consists of an increase in operating income
from the Titanium Group of $4.5 million primarily due to continuing cost
reduction efforts. This increase was partially offset by a decrease in operating
income in the Fabrication and Distribution Group of $0.9 million due to a
decrease in demand in domestic and European distribution sales, partially offset
by an increase in energy market sales. This increase also reflects an increase
in the amount received from Boeing in settlement of contractually specified
damages for failing to meet minimum order volumes when compared to similar
amounts received in 2001; and the gain on the sale of shares received by the
Company in 2001 as a result of the demutualization of one of its insurance
carriers in which it was a participant.

OUTLOOK

     The terrorist attacks of September 11, 2001, and their effect on the
general economy, will have a significant influence on business conditions for
several years.

                                        13
<PAGE>

  Commercial Aerospace Markets

     The largest impact is likely to be on commercial aerospace markets, which
historically provides approximately 35-40% of RTI's sales. Airline operators
experienced a dramatic drop in travel immediately following September 11, which
is expected to result in significant losses within their industry causing a
reduced demand for new aircraft. The primary builders of large commercial
aircraft, Boeing and Airbus, have adjusted their build rates beginning in 2002
downward to reflect the expected change in demand. The most current information
indicates a drop in commercial aircraft production this year of about 30-40% at
Boeing and about 20-25% at Airbus, or a total combined reduction of
approximately 30%. Neither aircraft producer has, as yet, issued firm build
schedules beyond 2002, and all build schedules are subject to change, and are
highly dependent on airline passenger travel and airline profitability.
Therefore, the exact magnitude of the downturn on commercial aerospace remains
uncertain for 2002.

     Titanium mill products that are ordered by the prime aircraft producers and
their subcontractors are generally ordered in advance of final aircraft
production by 6 to 18 months. This is due to the time it takes to produce a
final assembly or part that is ready for installation in an airframe or jet
engine. Discussions are ongoing with RTI's customers concerning their
requirements for the commercial aircraft business over the next twelve months.
It is expected that shipments from RTI to this segment will be reduced
substantially in 2002. The impact on the Company could include order
cancellations or delays or both.

     The near-term effect of the reduction in commercial aircraft demand on RTI
will be mitigated somewhat by the long-term agreement RMI entered into with
Boeing on January 28, 1998. Under this agreement, RMI supplies Boeing and its
family of commercial suppliers with up to 4.5 million pounds of titanium
products annually. The agreement, which began in 1998, has an initial term of
five years, and is subject to review by the parties prior to expiration in 2003.
Under the accord, Boeing receives firm prices in exchange for RMI receiving a
minimum volume commitment of 3.25 million pounds per year. If volumes fall short
of the minimum commitment, the contract contains provisions for financial
compensation. In accordance with the agreement, and as a result of volume
shortfalls in 1999, 2000, and 2001, Boeing settled claims of approximately $6
million in both 2000 and 2001, and $7 million in 2002.

     On April 26, 2002, RTI, through its European subsidiary, RTI Europe Ltd.,
entered into a new contract with Europe's largest aerospace group, European
Aeronautic Defense and Space Company ("EADS"), to supply value-added titanium
products and parts through 2004, subject to extension. The products will be used
in military aircraft, including the Eurofighter Typhoon and the Airbus family of
civil aircraft. In addition to mill products, RTI will supply cut, shaped and
machined items direct to EADS and Airbus manufacturing plants in France,
Germany, Spain and the UK from its value-added processing facilities in Europe.
The contract continues RTI's long-term involvement in these programs and is
expected to make RTI the second largest titanium supplier to Airbus.

  Defense Markets

     The importance of military markets to RTI, which historically provides
approximately 30% of revenues, is expected to rise in 2002 and beyond due to
increased defense budgets, and increased hardware purchases by the U.S.
Government, partially brought about by the events of September 11, 2001. It is
estimated that overall titanium consumption will be increased within this
segment in 2002 globally, but it is not expected to offset the total decline in
the market caused by the drop in the commercial aerospace sector. RTI believes
it is well positioned to provide mill products and fabrications to this segment
if increased consumption is required to support defense needs. RTI supplies
titanium and other materials to most military aerospace programs, including the
F-22, C-17, F/A-18, F-15, and in Europe, the Mirage, Rafale, Eurofighter and
recently announced A-400M transport.

     The Company was chosen by BAE Systems RO Defence UK to supply the titanium
components for the new XM-777 lightweight 155 mm Howitzer. Delivery is expected
to begin in 2003 and continue through 2010. Initial deliveries will be to the
U.S. Marine Corps, followed by deliveries to the U.S. Army and the Italian and
British armed forces. It is anticipated that over 800 guns may be produced.
Sales under this contract could potentially exceed $100 million.
                                        14
<PAGE>

     Lockheed Martin, a major customer of the Company, was awarded the largest
military contract ever on October 26, 2001, for the military's $200 billion
Joint Strike Fighter program. The aircraft, which will be used by all branches
of the military, is expected to consume 25,000 to 30,000 pounds of titanium per
airplane. Timing and order patterns, which are likely to extend well into the
future for this program, have not been quantified, but may be as many as 3,000
to 6,000 planes over the next 30 to 40 years. The Company has been notified that
it has been selected as the supplier of titanium sheet and plate for the design
and development phase over the next five years.

  Industrial and Consumer Markets

     The remaining 30% of RTI's sales are generated in various industrial
markets, where business conditions are expected to be mixed over the next year
or two.

     Revenues from oil and gas markets are expected to reach new highs for RTI
in 2002, due to the increase in offshore, deep water projects predicted over the
next several years. Despite the weak economy, the Company believes that oil and
gas exploration will continue at an accelerated pace for the next several years.

     On October 1, 2001, RTI Energy Systems, Inc. ("RTIES"), was selected by
Atlantia Offshore Limited to provide engineering, procurement, and manufacturing
of the production riser systems for their Matterhorn Project in the Gulf of
Mexico. Atlantia selected the RTIES production riser system design, which
includes high fatigue performance RTIES produced connectors. RTIES will also
supply critical riser tensioning equipment and structural components. The
initial purchase order exceeds $6 million.

     Also, on April 1, 2002, RTIES, was selected to produce production riser
equipment in connection with Unocal's West Seno Project off the coast of
Indonesia. RTIES will provide the high-fatigue riser engineering design, in
addition to the manufacture of components using a combination of titanium and
steel. The system will incorporate RTIES proprietary high-fatigue connectors,
keel and transition joints, as well as RTIES titanium tapered stress joints. The
West Seno Project incorporates a number of unique design requirements and is
well suited for RTIES engineered products and capabilities in the application of
both steel and titanium within the same riser system. The contract value will be
in excess of $12 million.

     If the general economy declines, demand from consumer market customers,
such as chemical processing companies, may decrease.

  Backlog

     The Company's order backlog for all market segments decreased to $127
million as of March 31, 2002, from $143 million at December 31, 2001,
principally due to a reduction in demand for titanium mill products from
aerospace markets.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash flows from operating activities totaled $7.6 million in the first
three months of 2002 compared to $8.6 million in the first three months of 2001.
The change in net cash flows from operating activities for the three months
ended March 31, 2002, compared to the same period in 2001, primarily reflects an
increase in net income and other current liabilities, offset by an increase in
accounts receivable and inventory. In 2002, $3.9 million was used as working
capital increased, and in 2001, $1.2 million was generated through a reduction
in working capital and other balance sheet line items. The Company's working
capital ratio was 5.1 to 1 at March 31, 2002.

     During the first three months of 2002 and 2001, the Company's cash flow
requirements for capital expenditures were funded with cash provided by
operations. The Company anticipates that it will be able to fund its capital
expenditure requirements for the balance of 2002 with funds generated by
operations.

     At March 31, 2002, the Company maintained a credit agreement which provided
up to a maximum of $100 million of borrowing capacity. At March 31, 2002, there
were no borrowings under this facility.

                                        15
<PAGE>

     On September 9, 1999, RTI filed a universal shelf registration with the
Securities and Exchange Commission. This registration permits RTI to issue up to
$100 million of debt and/or equity securities at an unspecified future date. The
proceeds of any such issuance could be utilized to finance acquisitions, capital
investments or other general purposes; however, RTI has not issued any
securities to date and has no immediate plans to do so.

CREDIT AGREEMENT

     At March 31, 2002, the Company maintained a credit agreement entered into
on September 30, 1998, which provided a $100 million five-year unsecured
revolving credit facility. The Company could borrow up to the lesser of $100
million or a borrowing base equal to the sum of 85% of qualifying accounts
receivable and 60% of qualifying inventory.

     On April 26, 2002, the Company entered into a new unsecured credit
agreement with a group of banks led by PNC Bank of Pittsburgh as agent. This
arrangement replaced the previously existing facility and will continue to
provide a maximum of $100 million of borrowing capacity through May 2005.

     Under the terms of the facility, the Company, at its option, will be able
to borrow at (a) a base rate (which is the higher of PNC Bank's prime rate or
the Federal Funds Effective Rate plus 0.5% per annum), or (b) LIBOR plus a
spread (ranging from 1.0% to 2.25%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization. At March 31, 2002, there were no borrowings
outstanding under the facility and the Company had a borrowing capacity equal to
the total amount of the agreement.

ENVIRONMENTAL MATTERS

     The Company is subject to environmental laws and regulations as well as
various health and safety laws and regulations that are subject to frequent
modifications and revisions. While the costs of compliance for these matters
have not had a material adverse impact on the Company in the past, it is
impossible to predict accurately the ultimate effect these changing laws and
regulations may have on the Company in the future.

     At March 31, 2002, the amount accrued for future environment-related costs
was $1.7 million. Based on available information, RMI believes its share of
potential environmental-related costs, before expected contributions from third
parties, is in a range from $2.8 million to $6.5 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) in a range from $1.9 to $2.3 million. The
Company has received contributions from such third parties for a number of years
as partial reimbursement for costs incurred by the Company. As these proceedings
continue toward final resolution, amounts in excess of those already provided
may be necessary to discharge the Company from its obligations for these
projects.

     The ultimate resolution of these environmental matters could, individually
or in the aggregate, be material to the consolidated financial statements.
However, management believes that the Company will remain a viable and
competitive enterprise even though it is possible that these matters could be
resolved unfavorably.

CAPITAL EXPENDITURES

     Gross capital expenditures for the first three months of 2002 and 2001
amounted to $1.5 and $2.4 million, respectively. The Company has anticipated
total capital spending for 2002 of approximately $11.0 million. Based upon a
number of factors, including profitability, demand for the Company's products
and conditions in the commercial aerospace industry, the amount and/or timing of
capital spending could be affected.

NEW ACCOUNTING STANDARDS

     On July 20, 2001, the FASB issued Statements of Financial Accounting
Standards No. 141 (FAS 141), "Business Combinations", and No. 142 (FAS 142),
"Goodwill and Other Intangible Assets".

                                        16
<PAGE>

     FAS 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by FAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001; (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill; and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

     FAS 142 supersedes APB 17, "Intangible Assets". FAS 142 primarily addresses
the accounting for goodwill and intangible assets subsequent to their
acquisition (i.e., the post-acquisition accounting). The most significant
changes made by FAS 142 are: (1) goodwill and indefinite lived intangible assets
will no longer be amortized; (2) goodwill will be tested for impairment at least
annually at the reporting unit level; (3) intangible assets deemed to have an
indefinite life will be tested for impairment at least annually; and (4) the
amortization period of intangible assets with finite lives will no longer be
limited to forty years.

     FAS 141 must be applied to all business combinations initiated or completed
after June 30, 2001. The Company adopted FAS 142 in the first quarter of 2002
and discontinued amortization of goodwill. The impact of discontinuing the
amortization of goodwill increased net income in the first quarter of 2002 by
approximately $0.3 million, or one cent per share when compared to the first
quarter of 2001. Management has completed a preliminary evaluation of its
existing goodwill for impairment in accordance with FAS 142. The final
assessment is expected to be completed by June 30, 2002. Management does not
believe it will have a material impact on the Company.

     In August 2001, the FASB issued Statements of Financial Accounting
Standards No. 143, "Accounting for Asset Retirement Obligations." FAS 143
prescribes the accounting for retirement obligations associated with tangible
long-lived assets, including: (1) the timing of liability recognition; (2)
initial measurement of the liability; (3) allocation of the cost of the
obligation to expense; (4) measurement and recognition of subsequent changes to
the liability; and (5) financial statement disclosures. FAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The standard is required to be adopted in fiscal years
beginning after June 15, 2002. At adoption, any transition adjustment required
will be reported as a cumulative effect of a change in accounting principle.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

     In September 2001, the FASB issued Statements of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." FAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This Statement supersedes FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business
(as previously defined in that Opinion). This standard prescribes a single
accounting model for long-lived assets to be disposed of by sale, and also
prescribes the accounting for the impairment of long-lived assets to be held and
used and for assets to be disposed of by other than sale (e.g., abandonment).
Under this standard, long-lived assets to be disposed of by sale should be
carried at the lower of its carrying amount or fair value less cost to sell and
depreciation (amortization) should cease. Discontinued operations are no longer
measured on a net realizable value basis, and future operating losses are no
longer recognized before they occur. For long-lived assets to be held and used,
the significant changes under FAS 144 are: (1) the removal of goodwill from the
scope of this standard; (2) prescribes a probability-weighted cash flow approach
to measuring the future cash flows from the assets; and (3) prescribes a
"primary asset" approach to grouping assets for purposes of testing for
impairment. This standard is required to be adopted in fiscal years beginning
after December 15, 2001; early adoption is permitted. The requirements of this
standard are to be applied prospectively from adoption with no cumulative effect
of change in accounting principle reported. The Company adopted FAS 144 in the
first quarter of 2002 and there was not a material financial impact.

                                        17
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information has not been included as it is not material to the Company.

                                        18
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<Table>
<S>   <C>
      (a) Exhibits
3.1   Amended and Restated Articles of Incorporation of the
      Company, effective April 29, 1999, incorporated by reference
      to Exhibit 3.1 to the Company's Quarterly Report on Form
      10-Q for the quarter ended March 31, 1999.
3.2   Amended Code of Regulations of the Company, incorporated by
      Reference to Exhibit 3.3 to the Company's Registration
      Statement on Form S-4 No. 333-61935.
      (b) There were no reports on Form 8-K filed for the quarter
      ended March 31, 2002.
</Table>

                                        19
<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.

<Table>
<S>                                                    <C>
                                                                  RTI INTERNATIONAL METALS, INC.
                                                       -----------------------------------------------------
                                                                           (Registrant)

Date: May 14, 2002

                                                                       By: /s/ L. W. JACOBS
                                                         -------------------------------------------------
                                                                           L. W. Jacobs
                                                             Vice President & Chief Financial Officer
</Table>

                                        20