##### 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 MARCH 31, 2007
   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

52-2115953(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1000 Warren Avenue, Niles,
    Ohio(Address of principal
    executive offices)

44446(Zip Code)   (330) 544-7700
 (Registrants telephone
    number, including area code)
   Yes þ     No o
  Rule 12b-2
 þ o o
  Rule 12b-2
 Yes o     No þ




---



##### 



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

Financial
    Statements


2Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2007 and 2006


2Consolidated Balance Sheets (Unaudited) as of March 31, 2007 and December 31, 2006


3Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2007 and 2006


4Consolidated Statement of Shareholders Equity (Unaudited) for the Three Months Ended March 31, 2007


5Condensed Notes to Consolidated Financial Statements


6Item 2.

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


16Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


22Item 4.

Controls and
    Procedures


22PART IIOTHER
    INFORMATIONItem 1A.

Risk
    Factors


23Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


23Item 6.

Exhibits


23Signatures


24EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-10.7EX-10.8EX-10.9EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART 1FINANCIAL
    INFORMATION  Item 1.
    Financial
    Statements.  RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESConsolidated Statements of Operations(Unaudited)
    (In thousands, except share and per share amounts)
  Three Months EndedMarch 31,2007


2006Net sales

$
145,557


$
115,079Cost and expenses:Cost of sales


94,012



80,852Selling, general, and
    administrative expenses


18,198



16,635Research, technical, and product
    development expenses


461



458Operating income


32,886



17,134Other income (expense)


(541
)


21Interest income


1,136



509Interest expense


(300
)


(120
)Income before income taxes


33,181



17,544Provision for income taxes


11,108



6,802Net income

$
22,073


$
10,742Earnings per share:Basic

$
0.97


$
0.48Diluted

$
0.95


$
0.47Weighted-average shares
    outstanding:Basic


22,869,493



22,554,073Diluted


23,153,573



22,949,040   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 SUBSIDIARIESConsolidated Balance Sheets(Unaudited)
    (In thousands, except share and per share amounts)
  March 31,


December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
44,281


$
40,026Investments


85,365



85,035Receivables, less allowance for
    doubtful accounts of $1,101 and $1,548


96,252



92,517Inventories, net


262,456



241,638Deferred income taxes


318



2,120Other current assets


6,893



5,818Total current assets


495,565



467,154Property, plant, and equipment, net


113,960



102,470Goodwill


48,698



48,622Other intangible assets, net


15,460



15,581Deferred income taxes


9,445



9,076Other noncurrent assets


1,140



1,010Total assets

$
684,268


$
643,913LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
46,019


$
34,055Accrued wages and other employee
    costs


16,122



17,475Billings in excess of costs and
    estimated earnings


18,252



21,147Income taxes payable


10,682



5,253Current deferred income taxes


5,694



10,255Current portion long-term debt


692



459Current liability for
    post-retirement benefits


2,783



2,783Current liability for pension
    benefits


580



580Other accrued liabilities


12,642



9,436Total current liabilities


113,466



101,443Long-term debt


14,586



13,270Liability for post-retirement
    benefits


33,018



32,445Liability for pension benefits


22,647



22,285Deferred income taxes


2,747



5,422Other noncurrent liabilities


7,432



6,867Total liabilities


193,896



181,732Shareholders equity:Common stock, $0.01 par
    value; 50,000,000 shares authorized; 23,556,689 and
    23,440,127 shares issued; 23,063,728 and
    22,967,284 shares outstanding


236



234Additional paid-in capital


296,919



289,448Treasury stock, at cost; 492,961
    and 472,843 shares


(6,859
)


(5,285
)Accumulated other comprehensive
    loss


(31,007
)


(31,226
)Retained earnings


231,083



209,010Total shareholders equity


490,372



462,181Total liabilities and
    shareholders equity

$
684,268


$
643,913   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 SUBSIDIARIESConsolidated Statements of Cash Flows(Unaudited)
    (In thousands)
  Three Months Ended March 31,2007


2006OPERATING ACTIVITIES:Net income

$
22,073


$
10,742Adjustment for non-cash items
    included in net income:Depreciation and amortization


3,605



3,575Deferred income taxes


(5,803
)


Stock-based compensation


3,360



2,284Excess tax benefits from
    stock-based compensation activity


(2,786
)


(1,361
)Other


513



173Changes in assets and liabilities:Receivables


(3,911
)


(9,674
)Inventories


(20,757
)


(4,513
)Accounts payable


11,679



(1,817
)Income taxes payable


8,327



3,239Billings in excess of costs and
    estimated earnings


(2,895
)


(2,058
)Other current liabilities


1,442



1,819Other assets and liabilities


770



706Cash provided by operating
    activities


15,617



3,115INVESTING ACTIVITIES:Proceeds from disposal of
    property, plant, and equipment


20



Purchase of investments


(330
)


Proceeds from sale of investments






2,410Capital expenditures


(14,870
)


(1,841
)Cash provided (used) by investing
    activities


(15,180
)


569FINANCING ACTIVITIES:Proceeds from exercise of employee
    stock options


1,195



1,010Excess tax benefits from
    stock-based compensation activity


2,786



1,361Net borrowing under credit
    agreements


1,549



Purchase of common stock held in
    treasury


(1,574
)


(913
)Cash provided by financing
    activities


3,956



1,458Effect of exchange rate changes on
    cash and cash equivalents


(138
)


37Increase in cash and cash
    equivalents


4,255



5,179Cash and cash equivalents at
    beginning of period


40,026



53,353Cash and cash equivalents at end
    of period

$
44,281


$
58,532   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 SUBSIDIARIESConsolidated Statement of Shareholders
    Equity(Unaudited)
    (In thousands, except share amounts)
  Accum.Shares of














OtherCommon





Additional








CompStock


Common


Paid-in


Treasury


Retained


Income/





ComprehensiveOutstanding


Stock


Capital


Stock


Earnings


(Loss)


Total


IncomeBalance at December 31, 2006


22,967,284


$
234


$
289,448


$
(5,285
)

$
209,010


$
(31,226
)

$
462,181Shares issued for restricted stock
    award plans


53,946



1



















1Compensation expense recognized










3,360















3,360Treasury stock purchased at cost


(20,118
)










(1,574
)










(1,574
)Exercise of employee options


62,616



1



1,194















1,195Tax benefits from stock-based
    compensation activity










2,917















2,917Net income


















22,073







22,073


$
22,073Foreign currency translation






















219



219



219Comprehensive income





























$
22,292Balance at March 31, 2007


23,063,728


$
236


$
296,919


$
(6,859
)

$
231,083


$
(31,007
)

$
490,372   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 SUBSIDIARIES



Condensed
    Notes to Consolidated Financial Statements

(Unaudited)



(In thousands, except share and per share amounts, unless
    otherwise indicated)





Note 1BASIS
    OF PRESENTATION:



The accompanying unaudited consolidated financial statements of
    RTI International Metals, Inc. and its subsidiaries (the
    Company or RTI) have been prepared in
    accordance with accounting principles generally accepted in the
    United States for interim financial information and with the
    instructions to
    Form 10-Q
    and Article 10 of
    Regulation S-X.
    Accordingly, certain information and note disclosures normally
    included in annual financial statements prepared in accordance
    with generally accepted accounting principles have been
    condensed or omitted pursuant to those rules and regulations,
    although the Company believes that the disclosures made are
    adequate to make the information not misleading. In the opinion
    of management, these financial statements contain all of the
    adjustments of a normal and recurring nature considered
    necessary to state fairly 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.



The balance sheet at December 31, 2006 has been derived
    from the audited financial statements at that date, but does not
    include all of the information and notes required by accounting
    principles generally accepted in the United States for complete
    financial statements. Although the Company believes that the
    disclosures are adequate to make the information presented not
    misleading, it is suggested that these financial statements be
    read in conjunction with accounting policies and notes to
    consolidated financial statements included in the Companys
    2006 Annual Report on
    Form 10-K.



Note 2ORGANIZATION:



The Company is a leading U.S. producer of titanium mill
    products and fabricated metal components for the global market.
    RTI is a successor to entities that have been operating in the
    titanium industry since 1951. The Company first became publicly
    traded on the New York Stock Exchange in 1990 under the name RMI
    Titanium Co., and was reorganized into a holding company
    structure in 1998 under the symbol RTI. The Company
    conducts business in two segments: the Titanium Group and the
    Fabrication & Distribution Group (F&D
    Group). The Titanium Group melts and produces a complete
    range of titanium mill products, which are further processed by
    its customers for use in a variety of commercial aerospace,
    defense, and industrial applications. The titanium mill products
    consist of basic mill shapes including ingot, slab, bloom,
    billet, bar, plate, and sheet. The Titanium Group also produces
    ferro titanium alloys for steel-making customers and processes
    and distributes titanium powder. The F&D Group is comprised
    of companies that fabricate, machine, assemble, and distribute
    titanium and other specialty metal parts and components. Its
    products, many of which are engineered parts and assemblies,
    serve commercial aerospace, defense, oil and gas, power
    generation, and chemical process industries, as well as a number
    of other industrial and consumer markets.

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,
    2006


403,194Granted


62,700Forfeited


(1,966
)Exercised


(62,616
)Outstanding at March 31, 2007


401,312Exercisable at March 31, 2007


261,862     2007Risk-free interest rate


4.84
%Expected dividend yield


0.00
%Expected lives (in years)


5.0Expected volatility


42.00
%   Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2006


166,254Granted


53,946Vested


(68,116
)Nonvested at March 31, 2007


152,084   Note 4INCOME
    TAXES:
     7




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RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed Notes to Consolidated Financial Statements
    (Unaudited)
  (In thousands, except share and per share amounts, unless
    otherwise indicated)
       Accounting for Uncertainty in
    Income Taxesan interpretation of FASB
    Statement 109.
          Note 5EARNINGS
    PER SHARE:
  Earnings Per Share
 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)
     Three Months Ended March 31,2007


2006Numerator:Net income

$
22,073


$
10,742Denominator:Basic weighted-average shares
    outstanding


22,869,493



22,554,073Effect of diluted securities


284,080



394,967Diluted weighted-average shares
    outstanding


23,153,573



22,949,040Earnings per share:Basic

$
0.97


$
0.48Diluted

$
0.95


$
0.47     Note 6INVENTORIES:
  last-in, first-in, lower-of-cost-or-market
  March 31,


December 31,2007


2006Raw materials and supplies

$
104,423


$
70,662Work-in-process
    and finished goods


224,916



210,629LIFO reserve


(66,883
)


(39,653
)Total inventories

$
262,456


$
241,638     Note 7GOODWILL
    AND OTHER INTANGIBLE ASSETS:
  Goodwill and Intangible
    Assets
 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)
   Goodwill
    TranslationDecember 31, 2006


Adjustment


March 31, 2007Titanium Group

$
2,591


$



$
2,591Fabrication &
    Distribution Group


46,031



76



46,107Total goodwill

$
48,622


$
76


$
48,698   Intangibles
      TranslationDecember 31, 2006


Amortization


Adjustment


March 31, 2007Titanium Group

$



$



$



$
Fabrication &
    Distribution Group


15,581



(218
)


97



15,460Total intangible assets

$
15,581


$
(218
)

$
97


$
15,460   Note 8BILLINGS
    IN EXCESS OF COSTS AND ESTIMATED EARNINGS:
    Note 9OTHER
    INCOME (EXPENSE):
   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)
    Note 10EMPLOYEE
    BENEFIT PLANS:
    OtherPostretirementPension Benefits


Benefits2007


2006


2007


2006Service cost

$
503


$
509


$
121


$
112Interest cost


1,728



1,619



508



397Expected return on plan assets


(2,019
)


(2,014
)






Amortization of prior service cost


173



208



303



44Amortization of unrealized gains
    and losses


557



621







96Net periodic benefit cost

$
942


$
943


$
932


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




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


EnvironmentalAssets


LiabilitiesBalance at December 31, 2006

$
1,252


$
(3,553
)Environmental-related income
    (expense)


319



(761
)Cash paid (received)


(383
)


914Balance at March 31, 2007

$
1,188


$
(3,400
)     Active Investigative or Cleanup Sites.
  Ashtabula River.
  Former Ashtabula Extrusion Plant.
 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)
    Reserve Environmental Services Landfill.
  Other
    Legal Matters
    Note 12LONG-TERM
    DEBT:
    March 31, 2007


December 31, 2006RTI Claro credit agreement

$
13,817


$
13,729Interest-free loan agreement


1,461



Total debt


15,278



13,729Less: Current portion


(692
)


(459
)Long-term debt

$
14,586


$
13,270     Note 13SEGMENT
    REPORTING:
      cut-to-size, just-in-time
 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)
        Three Months EndedMarch 31,2007


2006Net sales:Titanium Group

$
53,168


$
48,750Intersegment sales


49,999



31,141Total Titanium Group net sales


103,167



79,891Fabrication &
    Distribution Group


92,389



66,329Intersegment sales


2,212



1,786Total Fabrication &
    Distribution Group net sales


94,601



68,115Eliminations


52,211



32,927Total consolidated net sales

$
145,557


$
115,079Operating income:Titanium Group before corporate
    allocations

$
22,958


$
14,987Corporate allocations


(1,657
)


(3,167
)Total Titanium Group operating
    income


21,301



11,820Fabrication &
    Distribution Group before corporate allocations


15,308



10,496Corporate allocations


(3,723
)


(5,182
)Total Fabrication &
    Distribution Group operating income


11,585



5,314Total consolidated operating income

$
32,886


$
17,134Income before income
    taxes:Titanium Group

$
21,988


$
12,144Fabrication &
    Distribution Group


11,193



5,400Total consolidated income before
    income taxes

$
33,181


$
17,544   March 31,


December 31,2007


2006Total assets:Titanium Group

$
230,660


$
228,305Fabrication &
    Distribution Group


326,064



294,436General corporate assets


127,544



121,172Total consolidated assets

$
684,268


$
643,913  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)
   Note 14NEW
    ACCOUNTING STANDARDS:
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 instrument-by-instrument
 15




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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 aerospace
    industries,
    changes in defense spending,
    the success of new market development,
    long-term supply agreements,
    waivers to and legislative challenges to the Specialty Metals
    Clause of the Berry Amendment,
    global economic activities,
    the successful completion of our expansion projects,
    the Companys order backlog and the conversion of that
    backlog into revenue, and
    other statements contained herein that are not historical facts.    Overview
       16




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sub-assemblies,
  Three
    Months Ended March 31, 2007 Compared To Three Months Ended
    March 31, 2006
  Net Sales.
  Three Months Ended March 31,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
53.2


$
48.8


$
4.4



9.0
%Fabrication &
    Distribution Group


92.4



66.3



26.1



39.4
%Total consolidated net sales

$
145.6


$
115.1


$
30.5



26.5
%       Gross Profit.
  Three Months Ended March 31,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
26.7


$
17.1


$
9.6



56.1
%Fabrication &
    Distribution Group


24.8



17.1



7.7



45.0
%Total consolidated gross profit

$
51.5


$
34.2


$
17.3



50.6
%      17




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##### Table of Contents



Selling, General, and Administrative
    Expenses.
  Three Months Ended March 31,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
5.0


$
4.8


$
0.2



4.2
%Fabrication &
    Distribution Group


13.2



11.8



1.4



11.9
%Total consolidated SG&A
    expenses

$
18.2


$
16.6


$
1.6



9.6
%     Research, Technical, and Product Development
    Expenses.
  Operating Income.
  Three Months Ended March 31,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
21.3


$
11.8


$
9.5



80.5
%Fabrication &
    Distribution Group


11.6



5.3



6.3



118.9
%Total operating income

$
32.9


$
17.1


$
15.8



92.4
%       Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Taxes.
 18




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Outlook
          Backlog.
  Liquidity
    and Capital Resources
    Cash provided by operating activities.
  Cash provided (used) by investing
    activities.
 19




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##### Table of Contents



Cash provided by financing activities.
  Credit
    Agreement
    Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies.
          Active Investigative or Cleanup Sites.
  Ashtabula River.
 20




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##### Table of Contents



Former Ashtabula Extrusion Plant.
  Reserve Environmental Services Landfill.
  New
    Accounting Standards
  Accounting for Uncertainty in
    Income Taxesan interpretation of FASB
    Statement 109.
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 (SFAS 159). instrument-by-instrument
 21




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.     22




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##### Table of Contents



PART IIOTHER
    INFORMATION  Item 1A.
    Risk
    Factors.  Form 10-K Form 10-K,
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.      Item 6.
    Exhibits.   23




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##### Table of Contents



SIGNATURES         By
    /s/  William
    T. Hull   Senior Vice President and Chief Financial Officer
 24




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1*

Executive Non-Change in Control
    Severance Policy, dated February 22, 2007, filed herewith.10
.2*

Executive Change in Control
    Severance Policy, dated February 22, 2007, filed herewith.10
.3

Form of indemnification agreement,
    filed herewith.10
.4*

Employment agreement, dated
    February 23, 2007, between the Company and Dawne S.
    Hickton, filed herewith.10
.5*

Employment agreement, dated
    February 23, 2007, between the Company and William T. Hull,
    filed herewith.10
.6*

Employment agreement, dated
    February 23, 2007, between the Company and Stephen R.
    Giangiordano, filed herewith.10
.7*

Employment agreement, dated
    February 23, 2007, between the Company and Michael C.
    Wellham, filed herewith.10
.8*

Employment agreement, dated
    February 23, 2007, between the Company and Chad Whalen,
    filed herewith.10
.9

Long-term Titanium Sponge Supply
    Agreement, dated January 1, 2007, between the Company and
    Sumitomo Titanium Corporation and its affiliates, filed herewith.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.     *
    
    Denotes management contract or compensatory plan, contract or
    arrangement 25