<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001.

                                       OR

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

For the transition period from ____________to ____________

Commission file number 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.)
</Table>

                     1000 WARREN AVENUE, NILES, OHIO 44446
                    (Address of principal executive offices)

                                 (330) 544-7700
              (Registrant's telephone number, including area code)

     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 August 1, 2001, 20,907,277 shares of common stock of the registrant were
outstanding.

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<PAGE>   2

                         RTI INTERNATIONAL METALS, INC.

                                   FORM 10-Q
                          QUARTER ENDED JUNE 30, 2001

                                     INDEX

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
PART I--FINANCIAL INFORMATION...............................    2
Item 1.  Consolidated Financial Statements:
     Consolidated Statement of Income.......................    2
     Consolidated Balance Sheet.............................    3
     Consolidated Statement of Cash Flows...................    4
     Consolidated Statement of Shareholders' Equity.........    5
     Selected Notes to Consolidated Financial Statements....    6

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

Item 3.  Quantitative and Qualitative Disclosures about
  Market Risk...............................................   16

PART II--OTHER INFORMATION..................................   17

Item 4.  Submission of Matters to a Vote of Security
  Holders...................................................   17

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

Signatures..................................................   18
</Table>
<PAGE>   3

                         PART I--FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                         RTI INTERNATIONAL METALS, INC.

                        CONSOLIDATED STATEMENT OF INCOME
                                  (UNAUDITED)

                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                  QUARTER ENDED                SIX MONTHS
                                                     JUNE 30                  ENDED JUNE 30
                                            -------------------------   -------------------------
                                               2001          2000          2001          2000
                                            -----------   -----------   -----------   -----------
<S>                                         <C>           <C>           <C>           <C>
Sales.....................................  $    74,868   $    63,345   $   141,107   $   133,853
Operating costs:
Cost of sales.............................       64,680        54,419       121,408       114,167
Selling, general and administrative
  expenses................................        8,340         6,791        16,689        13,935
Research, technical and product
  development expenses....................          538           356           900           749
                                            -----------   -----------   -----------   -----------
     Total operating costs................       73,558        61,566       138,997       128,851
Operating income..........................        1,310         1,779         2,110         5,002
Other (expense) income, net (Note 5)......         (169)        6,504         5,881         6,653
Interest expense..........................          113           363           323         1,136
                                            -----------   -----------   -----------   -----------
Income before income taxes................        1,028         7,920         7,668        10,519
Provision for income taxes (Note 3).......          399         3,085         2,981         4,099
                                            -----------   -----------   -----------   -----------
Income before cumulative effect of change
  in accounting principle.................          629         4,835         4,687         6,420
Cumulative effect of change in accounting
  principle (Note 8)......................           --            --          (191)           --
                                            -----------   -----------   -----------   -----------
Net income................................  $       629   $     4,835   $     4,496   $     6,420
                                            ===========   ===========   ===========   ===========
Earnings per common share (Note 4)
Income before cumulative effect of change
  in accounting principle:
  Basic...................................  $      0.03   $      0.23   $      0.22   $      0.31
                                            ===========   ===========   ===========   ===========
  Diluted.................................  $      0.03   $      0.23   $      0.22   $      0.31
                                            ===========   ===========   ===========   ===========
Net Income:
  Basic...................................  $      0.03   $      0.23   $      0.22   $      0.31
                                            ===========   ===========   ===========   ===========
  Diluted.................................  $      0.03   $      0.23   $      0.21   $      0.31
                                            ===========   ===========   ===========   ===========
Weighted average shares used to compute
  earnings per share:
  Basic...................................   20,895,667    20,853,240    20,893,264    20,844,583
                                            ===========   ===========   ===========   ===========
  Diluted.................................   21,143,242    21,028,302    21,164,149    20,956,982
                                            ===========   ===========   ===========   ===========
</Table>

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

                                        2
<PAGE>   4

                         RTI INTERNATIONAL METALS, INC.

                           CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                JUNE 30,     DECEMBER 31,
                                                                  2001           2000
                                                              ------------   ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                           ASSETS
ASSETS:
  Cash and cash equivalents.................................    $  4,958       $  6,374
  Receivables--less allowance for doubtful accounts of
     $1,189 and $926........................................      61,504         46,417
  Inventories, net (Note 6).................................     159,633        165,210
  Deferred income taxes.....................................       9,269          9,146
  Other current assets......................................      10,427         10,235
                                                                --------       --------
     Total current assets...................................     245,791        237,382
  Property, plant and equipment, net........................      98,108         97,989
  Goodwill..................................................      34,920         35,736
  Other noncurrent assets...................................      13,935         15,172
                                                                --------       --------
     Total assets...........................................    $392,754       $386,279
                                                                ========       ========
            LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
  Accounts payable..........................................    $ 18,211       $ 18,199
  Accrued wages and other employee costs....................       8,393          5,646
  Other accrued liabilities.................................      12,571          5,149
                                                                --------       --------
     Total current liabilities..............................      39,175         28,994
Long-term debt..............................................      10,900         19,800
Accrued postretirement benefit cost.........................      20,286         19,986
Deferred income taxes.......................................       2,555          2,555
Accrued pension cost........................................       7,106          7,106
Other noncurrent liabilities................................       5,852          5,979
                                                                --------       --------
     Total liabilities......................................      85,874         84,420
                                                                --------       --------
Commitments and contingencies (Note 5)......................          --             --
SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par value, 50,000,000 shares
     authorized; 21,017,627 and 20,946,712 shares issued;
     20,907,277 and 20,851,962 shares outstanding...........         210            208
  Additional paid-in capital................................     241,361        240,527
  Deferred compensation.....................................      (2,309)        (2,187)
  Treasury stock, at cost; 110,350 and 94,750 shares........      (1,035)          (846)
  Accumulated other comprehensive income (loss).............      (1,258)        (1,258)
  Retained earnings.........................................      69,911         65,415
                                                                --------       --------
Total shareholders' equity..................................     306,880        301,859
                                                                --------       --------
     Total liabilities and shareholders' equity.............    $392,754       $386,279
                                                                ========       ========
</Table>

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

                                        3
<PAGE>   5

                         RTI INTERNATIONAL METALS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                SIX MONTHS ENDED
                                                                     JUNE 30
                                                              ---------------------
                                                                2001         2000
                                                              --------     --------
<S>                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $  4,496     $  6,420
Adjustment for items not affecting funds from operations:
  Depreciation and amortization.............................     6,450        5,847
  Deferred income taxes.....................................      (123)          (2)
  Other, net................................................       998          429

CHANGES IN ASSETS AND LIABILITIES (EXCLUDING CASH):
  Receivables...............................................   (15,440)       3,094
  Inventories...............................................     5,577        7,519
  Accounts payable..........................................        12       (3,304)
  Other current liabilities.................................    10,169         (760)
  Other assets and liabilities..............................     1,218          (74)
                                                              --------     --------
       Cash provided by operating activities................    13,357       19,169
                                                              --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................    (5,976)      (5,342)
                                                              --------     --------
       Cash used in investing activities....................    (5,976)      (5,342)
                                                              --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Exercise of employee stock options........................       292           81
  Net borrowings and repayments under revolving credit
     agreement..............................................    (8,900)     (16,300)
  Purchase of common stock held in treasury.................      (189)          --
                                                              --------     --------
       Cash used in financing activities....................    (8,797)     (16,219)
                                                              --------     --------
DECREASE IN CASH AND CASH EQUIVALENTS.......................    (1,416)      (2,392)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............     6,374        3,664
                                                              --------     --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................     4,958     $  1,272
                                                              ========     ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest, net of amounts capitalized........  $    587     $  1,685
  Cash paid for income taxes................................  $  1,882     $    888
NONCASH FINANCING ACTIVITIES
  Issuance of common stock for restricted stock awards......  $    544     $    391
</Table>

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

                                        4
<PAGE>   6

                         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,
  2000......................  20,851,962     $208    $240,527     $(2,187)     $  (846)   $65,415       $(1,258)     $301,859
Shares issued for directors'
  compensation..............          --       --          --          --           --         --            --            --
Shares issued for restricted
  stock award plans.........      34,500       --         544        (544)          --         --            --            --
Compensation expense
  recognized................          --       --          --         422           --         --            --           422
Treasury common stock
  purchased at cost.........     (15,600)      --          --          --         (189)        --            --          (189)
Shares issued from exercise
  of employee stock
  options...................      36,415        2         290          --           --         --            --           292
Net income..................          --       --          --          --           --      4,496            --         4,496
Comprehensive income........          --       --          --          --           --                       --            --
                              ----------     ----    --------     -------      -------    -------       -------      --------
Balance at June 30, 2001....  20,907,277     $210    $241,361     $(2,039)     $(1,035)   $69,911       $(1,258)     $306,880
                              ==========     ====    ========     =======      =======    =======       =======      ========

<Caption>

                              COMPREHENSIVE
                                 INCOME
                              -------------
<S>                           <C>
Balance at December 31,
  2000......................
Shares issued for directors'
  compensation..............
Shares issued for restricted
  stock award plans.........
Compensation expense
  recognized................
Treasury common stock
  purchased at cost.........
Shares issued from exercise
  of employee stock
  options...................
Net income..................     $4,496
                                 ------
Comprehensive income........     $4,496
                                 ======
Balance at June 30, 2001....
</Table>

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

                                        5
<PAGE>   7

                         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 RMI Titanium Company approved
the formation of an Ohio holding company named RTI International Metals, Inc
("RTI"). Under the terms of a restructuring agreement, RTI exchanged its shares
of common stock on a one-for-one basis for all of the outstanding common stock
of RMI Titanium Company, which immediately became a wholly owned subsidiary 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
the Company's immediate predecessor, RMI Company, an Ohio general partnership,
to the Company in exchange for shares of the Company's Common Stock (the
"Reorganization"). Quantum then sold its shares to the public. USX retained
ownership of its shares.

     In November, 1996, USX Corporation 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 shares 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 six months ended June 30, 2001, the Company recorded an income tax
expense of $3.0 million, or 39% of pre-tax income compared to an expense of $4.1
million, or 39% for the six months ending June 30, 2000. The effective tax rate
for the six-month period ended June 30, 2001 and June 30, 2000, of 39% exceeded
the federal statutory rate of 35% primarily as a result of state income taxes
and non-deductible goodwill amortization.

                                        6
<PAGE>   8

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 and six months ended June 30, 2001 and 2000 are as follows (in
thousands except number of shares and per share amounts):

<Table>
<Caption>
                                            QUARTER ENDED JUNE 30           SIX MONTHS ENDED JUNE 30
                                       -------------------------------   -------------------------------
                                        NET                  EARNINGS     NET                  EARNINGS
                                       INCOME     SHARES     PER SHARE   INCOME     SHARES     PER SHARE
                                       ------   ----------   ---------   ------   ----------   ---------
<S>                                    <C>      <C>          <C>         <C>      <C>          <C>
For the periods ended June 30, 2001
Basic EPS............................  $  629   20,895,667     $0.03     $4,496   20,893,264     $0.22
Effect of potential common stock:
  Stock options......................      --      247,575        --         --      270,885      0.01
                                       ------   ----------     -----     ------   ----------     -----
Diluted EPS..........................  $  629   21,143,242     $0.03     $4,496   21,164,149     $0.21
                                       ======   ==========     =====     ======   ==========     =====
For the periods ended June 30, 2000
Basic EPS............................  $4,835   20,853,240     $0.23     $6,420   20,844,583     $0.31
Effect of potential common stock:
  Stock options......................      --      175,062        --         --      112,399        --
                                       ------   ----------     -----     ------   ----------     -----
Diluted EPS..........................  $4,835   21,028,302     $0.23     $6,420   20,956,982     $0.31
                                       ======   ==========     =====     ======   ==========     =====
</Table>

565,727 and 785,825 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 ending June 30, 2001 and 2000, respectively, and 565,727
and 983,759 have been excluded for the six months ending June 30, 2001 and 2000,
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
Millenium against liabilities related to their ownership of RMI and its
immediate predecessor, Reactive Metals, Inc., which was formed by USX and
Millenium 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.

     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

                                        7
<PAGE>   9

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 2001. The current estimate of the total cost of remediation of the
Fields Brook site is approximately $15 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, 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% 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 June 30, 2001, the amount accrued for future environmental-related costs
were $1.8 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 $3.8 million to $9.0 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) of approximately $2.6 million, which the
Company believes are probable. 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 1999, RTI made a claim against Boeing Commercial Airplane Group for
approximately $7 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
1999. Actual shipments were less than one million pounds. This claim was treated
as a gain contingency under SFAS No. 5, "Accounting for Contingencies",
deferring the realization of income until Boeing satisfied the claim.

     On April 26, 2000, Boeing satisfied the above-mentioned contractual claim
for approximately $6 million. The financial impact of this settlement was
recorded in other income during the three and six-month periods ended June 30,
2000.

     In 2000, RTI made a similar 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
also treated as a gain contingency under SFAS No. 5, "Accounting for
Contingencies", 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 for the quarter ended March 31, 2001 and for the
six-months ended June 30, 2001.

                                        8
<PAGE>   10

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
the 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>
                                                   JUNE 30, 2001   DECEMBER 31, 2000
                                                   -------------   -----------------
<S>                                                <C>             <C>
Raw material and supplies........................    $ 31,283          $ 35,323
Work-in-process and finished goods...............     141,273           141,084
Adjustments to LIFO values.......................     (12,923)          (11,197)
                                                     --------          --------
                                                     $159,633          $165,210
                                                     ========          ========
</Table>

NOTE 7--SEGMENT REPORTING:

     The Company's reportable segments are the Titanium Group and the
Fabrication and Distribution Group. Segment information for the three and
six-month periods ended June 30, 2001 and 2000 is as follows:

<Table>
<Caption>
                                                            QUARTER ENDED      SIX MONTHS ENDED
                                                               JUNE 30              JUNE 30
                                                          -----------------   -------------------
                                                           2001      2000       2001       2000
                                                          -------   -------   --------   --------
<S>                                                       <C>       <C>       <C>        <C>
NET SALES:
Titanium
  Trade.................................................  $34,701   $30,309   $ 61,303   $ 67,644
  Intersegment..........................................   11,702    13,395     25,392     27,042
                                                          -------   -------   --------   --------
                                                           46,403    43,704     86,695     94,686
Fabrication and Distribution
  Trade.................................................   36,388    28,958     72,527     58,102
  Intersegment..........................................      574        23        617        198
                                                          -------   -------   --------   --------
                                                           36,962    28,981     73,144     58,300
Other operations........................................    3,779     4,078      7,277      8,107
Adjustments and eliminations............................  (12,276)  (13,418)   (26,009)   (27,240)
                                                          -------   -------   --------   --------
     Total net sales....................................  $74,868   $63,345   $141,107   $133,853
                                                          =======   =======   ========   ========
OPERATING INCOME:
  Titanium..............................................  $  (110)  $ 1,257   $   (613)  $  4,182
  Fabrication and distribution..........................    1,251       322      2,380        413
  Other operations......................................      169       200        343        407
                                                          -------   -------   --------   --------
     Total operating income.............................    1,310     1,779      2,110      5,002
RECONCILIATION OF OPERATING INCOME TO REPORTED INCOME
  BEFORE TAXES:
  Other income--net.....................................     (169)    6,504      5,881      6,653
  Interest expense......................................      113       363        323      1,136
                                                          -------   -------   --------   --------
     Reported income before taxes.......................  $ 1,028   $ 7,920   $  7,668   $ 10,519
                                                          =======   =======   ========   ========
</Table>

                                        9
<PAGE>   11

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 to be effective 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 represents the
fair value of the net liability of a foreign currency forward purchase contract
upon adoption. Changes in value of approximately $0.1 million since January 1,
2001 have been recorded in other income.

NOTE 9--NEW ACCOUNTING PRONOUNCEMENTS

     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".

     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 communications initiated or
completed after June 30, 2001. FAS 142 must be adopted as of January 1, 2002. At
adoption of FAS 142, an evaluation of goodwill and intangible assets will be
required and any impairment of goodwill or intangible assets at that time will
be recognized as a cumulative effect of adoption. Management has not yet
completed the evaluation of the impact of adoption of these standards.

     In July 2001, the FASB approved the issuance of FAS 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>   12

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 current energy situation, 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 JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

NET SALES

     Net sales increased to $74.9 million for the three months ended June 30,
2001 compared to net sales of $63.3 million in the corresponding 2000 period.
Sales for the Company's Titanium Group and Other operations amounted to $38.5
million in the three months ending June 30, 2001 compared to $34.4 million in
the same period of 2000. Titanium Group net sales increased as a result of an
increase in volume of mill product shipments. Average net realized prices
decreased as product mix shifted to lower priced products. Shipments of titanium
mill products were 3.0 million pounds in the second quarter of 2001, compared to
2.4 million pounds for the same period in 2000. The increase in second quarter
2001 mill product shipments reflects an increase in aerospace demand for forged
mill products, when compared to the second quarter of 2000. Average realized
prices on mill products in the second quarter of 2001 decreased to $13.73 per
pound from $15.74 per pound in the second quarter of 2000. The decrease in
average realized prices for mill products results primarily from an increase of
lower value-added products in product mix when compared to 2000. Sales for the
Company's Fabrication and Distribution Group amounted to $36.4 million in the
three months ended June 30, 2001, compared to $29.0 million in the same period
of 2000. This increase reflects the acquisition of Reamet in the fourth quarter
of 2000 as well as continued improvements in distribution sales in the United
States and Europe, partially offset by a reduction in sales of fabricated
products due to the delayed implementation of the new extrusion facility in
Houston.

GROSS PROFIT

     Gross profit amounted to $10.2 million, or 13.6% of sales for the quarter
ended June 30, 2001 compared to a gross profit of $8.9 million or 14.1% for the
comparable 2000 period. The increase in gross profit of $1.3 million reflects
increased sales in the Titanium Group as a result of an increase in pounds
shipped, offset by a decrease in realized prices as a result of an increased mix
of lower value-added forged mill products. The increase also reflects the
favorable impact of the Reamet acquisition and continuing improvements in
distribution sales in the United States and Europe, partially offset by the
impact of a reduction in sales of fabricated products due to the delayed
implementation of the new extrusion facility in Houston.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses amounted to $8.3 million for
the quarter ended June 30, 2001 compared to $6.8 million for the same quarter in
2000. The increase in selling, general and administrative expenses reflects
higher than expected startup costs associated with the installation of the new
extrusion press and relocation of the fabrication business to Houston, Texas,
the impact of the Reamet acquisition, as well as increased expenses in the
distribution businesses as a result of increased sales volume.

                                        11
<PAGE>   13

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES

     Research, technical and product development expenses amounted to $0.5
million in the second quarter of 2001, compared to $0.4 million in the second
quarter of 2000.

OPERATING INCOME

     Operating income for the three months ended June 30, 2001 amounted to $1.3
million, or 1.7% of sales compared to $1.8 million, or 2.8% of sales, in the
same period of 2000. The decrease consists of a reduction in operating income
from the Titanium Group and Other operations of $1.4 million primarily due to a
decrease in realized prices as a result of an unfavorable impact in product mix
of lower value-added mill products. The decrease was partially offset by an
increase in operating income in the Fabrication and Distribution Group of $0.9
million as a result of the Reamet acquisition and improved distribution sales in
both the United States and Europe, offset by higher than expected startup costs
and a reduction in revenues due to the delayed implementation of the new
extrusion facility in Houston.

OTHER (EXPENSE) INCOME

     Other expense for the three months ended June 30, 2001 amounted to $0.2
million compared to income of $6.5 million in the same period of 2000. This
decrease results primarily from the timing of the settlements of a contractual
dispute with the Boeing Company, whereby the Boeing Company paid the Company
contractually specified liquidated damages for failing to meet minimum order
volumes in 1999 and 2000. The settlement for the 2000 contract year was paid in
the first quarter of 2001. The settlement for 1999 was paid in the second
quarter of 2000.

INTEREST EXPENSE

     Interest expense for the three months ended June 30, 2001 amounted to $0.1
million compared to $0.4 million in the same period of 2000. The decrease is
primarily the result of reduced borrowing levels during the second quarter of
2001 compared to 2000.

INCOME TAXES

     In the second quarter of 2001, the Company recorded an income tax expense
of $0.4 million compared to a $3.1 million expense recorded in the second
quarter of 2000. The effective tax rates for the second quarter of 2001 and 2000
were approximately 39%. The effective tax rates of 39% were greater than the
federal statutory rate of 35%, primarily due to state income taxes and
non-deductible goodwill amortization.

NET INCOME

     Net income for the quarter ended June 30, 2001 amounted to $0.6 million or
0.8% of sales, compared to $4.8 million, or 7.6% of sales, in the comparable
2000 period. This decrease reflects the timing of the settlements of the
contractual dispute with the Boeing Company and a decrease in operating income
from the Titanium Group as a result of a decrease in realized prices, a decrease
due to the delayed startup of the new extrusion facility in Houston, partially
offset by an increase in operating income due to continuing improvements in
demand in distribution sales.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

NET SALES

     Net sales increased to $141.1 million for the six months ended June 30,
2001 compared to net sales of $133.9 million in the corresponding 2000 period.
Sales for the Company's Titanium Group and Other operations amounted to $68.6
million in the six months ended June 30, 2001 compared to $75.8 million in the
same period of 2000. Titanium Group net sales decreased as a result of lower
average realized prices as product mix shifted to lower priced products.
Shipments of titanium mill products were 5.4 million pounds in the six months
ended June 30, 2001, compared to 5.2 million pounds for the same period in 2000.
Mill product shipments in the six
                                        12
<PAGE>   14

months ended June 30, 2001 were higher than those in 2000 as aerospace demand
for forged mill products improved. Average realized prices on mill products for
the six months ended June 30, 2001 decreased to $14.27 per pound from $16.20 per
pound in 2000. The decrease in average realized prices for mill products results
primarily from an increased mix of lower value-added forged mill products when
compared to 2000. Sales for the Company's Fabrication and Distribution Group
amounted to $72.5 million in the six months ended June 30, 2001, compared to
$58.1 million in the same period of 2000. This increase reflects the acquisition
of Reamet and continued improvements in demand in distribution sales in the
United States and Europe, partially offset by a reduction in sales of fabricated
products due to the delayed implementation of the new extrusion facility in
Houston.

GROSS PROFIT

     Gross profit amounted to $19.7 million, or 14.0% of sales for the six
months ended June 30, 2001 compared to a gross profit of $19.7 million or 14.7%
for the comparable 2000 period. Gross margin as a percentage of sales decreased
due to the unfavorable mix of lower value-added forged mill products. The
acquisition of Reamet and improvements in demand for distribution products, net
of the impact of a reduction in sales of fabricated products due to the delayed
implementation of the new extrusion facility in Houston, partially offset the
unfavorable mix change.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses amounted to $16.7 million or
11.8% of sales for the six months ended June 30, 2001, compared to $13.9 million
or 10.4% of sales for the same period in 2000. The increase in selling, general
and administrative expenses reflects the impact of the Reamet acquisition,
higher than anticipated startup and relocation costs associated with the
installation of a new extrusion press in Houston, Texas, as well as increased
expenses in the distribution businesses as a result of increased sales volume.

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES

     Research, technical and product development expenses amounted to $0.9
million in 2001 compared to $0.7 million during the same period in 2000.

OPERATING INCOME

     Operating income for the six months ended June 30, 2001 amounted to $2.1
million, or 1.5% of sales compared to $5.0 million, or 3.7% of sales, in the
same period of 2000. This change consists of a decrease in operating income from
the Titanium Group of $4.7 million primarily due to a decrease in realized
prices as a result of an increased mix of lower value-added forged mill
products. This decrease was partially offset by an increase in operating income
in the Fabrication and Distribution Group of $2.8 million due to the acquisition
of Reamet and improved distribution sales, offset by higher than expected
startup costs and a reduction in revenues due to the delayed implementation of
the new extrusion facility in Houston.

OTHER INCOME

     Other income for the six months ended June 30, 2001 amounted to $5.9
million, compared to $6.7 million in the same period of 2000. This decrease
primarily reflects the gain on sale of a portion of RMI's now closed Ashtabula,
Ohio facilities in 2000.

INTEREST EXPENSE

     Interest expense for the six months ended June 30, 2001 amounted to $0.3
million compared to $1.1 million in the same period of 2000. The decrease is
primarily the result of reduced borrowing levels.

                                        13
<PAGE>   15

INCOME TAXES

     In the second quarter of 2001, the Company recorded an income tax expense
of $3.0 million compared to a $4.1 million expense recorded in the second
quarter of 2000. The effective tax rates for the six months ended June 30 of
2001 and 2000 were approximately 39%. The effective tax rates of 39% were
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 six months
ended June 30, 2001 of $0.2 million, net of $0.1 million in income taxes,
results from the Company's adoption of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The gross charge of $0.3 million represents
the recognition of the net liability for the fair value of a foreign currency
forward purchase contract upon adoption. Changes in value since January 1, 2001,
which approximate $0.1 million, have been recorded in other income.

NET INCOME

     Net income for the six months ended June 30, 2001 amounted to $4.5 million
or 3.2% of sales, compared to $6.4 million or 4.8% of sales in the comparable
2000 period. This decrease reflects a reduction in average realized prices on
mill products for the Titanium Group and a reduction in operating income due to
the delayed startup of the new extrusion facility in Houston, partially offset
by the acquisition of Reamet and improved distribution sales.

OUTLOOK

     Following announcements in 1999 by Boeing of lower commercial aircraft
production rates for 2000 and 2001 due to lower demand, aerospace contractors
adjusted production to accommodate the lower rates from Boeing and adjusted
their inventories downward from peak levels in 1999. Since then, the titanium
industry has been in a cyclical downturn, characterized by reduced demand and
lower product pricing. Those conditions prevailed through most of 2000.

     More recently, however, Boeing and Airbus have announced increased orders
and expectations of improved production levels of 5% to 10% for 2001 and 2002.
The inventory of titanium products that existed in the commercial aerospace
supply lines as of the end of 1999 and throughout 2000, which had exceeded
near-term demand now appears to be more in line with forecasted productions
levels. As a result, it is expected that market conditions for titanium mill
products will improve. In addition, the Company believes that increased military
spending and increased spending on oil and gas exploration and production
projects will further strengthen demand in key markets. Based on currently
available information, the Company anticipates that the U.S. titanium industry's
total shipments in 2001 will improve from 2000 levels, although the amount of
increase, if any, cannot be accurately predicted. If worldwide economic
conditions cause commercial airlines to cancel or delay aircraft orders,
titanium demand and pricing could remain under pressure. Longer term, aerospace
forecasters continue to project growth in revenue passenger miles and aircraft
demand, particularly in wider body aircraft which generally require more
titanium.

     On January 28, 1998, RMI entered into an agreement with Boeing Commercial
Airplane Group whereby RMI would supply Boeing and its family of commercial
suppliers with up to 4.5 million pounds of titanium products annually. The
agreement, which began in 1999, has an initial term of five years and, subject
to review by the parties in the fourth year, could be extended for an additional
five years. 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 both 1999 and 2000, Boeing settled claims of approximately
$6 million in both 2000 and 2001, respectively.

     RMI, through its French subsidiary, Reamet, was chosen by Aerospatiale as
the major supplier of the titanium flat rolled products required for
Aerospatiale's Airbus programs which began in 1999 and extend through 2001.
Requirements are principally for flat rolled products, including value added
cut-to-size shapes.

                                        14
<PAGE>   16

     RMI is the designated sole supplier of titanium mill products for the Air
Force F-22 fighter being built by Lockheed Martin and Boeing. The contract began
in 1998 and will continue through the life of the program with approximately 339
aircraft forecast to be produced by the year 2012. Sales under this contract
could potentially total $340 million.

     RMI was also selected by military aircraft producers Boeing and Northrop as
the principal supplier of titanium alloy plate and alloy sheet including
just-in-time, cut-to-size products, for the C-17 Transport and the F/A-18 Hornet
program. The Hornet program includes the new E/F version which utilizes
considerably more titanium than earlier C/D models. The agreement began in May
1999 and runs through December 2003.

     RMI is also the principal supplier of alloy sheet to Goodrich Aerospace
Aerostructures Group, which designs and manufactures engine nacelle systems for
large commercial and military aerospace applications. RMI has contracts with
Construcciones Aeronauticas S.A. (CASA) of Spain and Daimler-Benz Aerospace AG
of Germany for their alloy plate and sheet requirements in connection with the
Airbus and Eurofighter programs. All three contracts, with potential revenues
totaling $60 million, began in 1999 and extend through 2001.

     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, with titanium shipments beginning in
2001. 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 will be produced. Sales under this contract could
potentially exceed $100 million.

     The Company's order backlog increased to $169 million in the six months
ending June 30, 2001, from $132 million at December 31, 2000, principally due to
new business for titanium mill products from aerospace markets.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash flows from operating activities totaled $13.4 million in the first
six months of 2001 compared to $19.2 million in the first six months of 2000.
The change in net cash flows from operating activities for the six months ended
June 30, 2001, compared to the same period in 2000 was due primarily to
decreased income and an increase in accounts receivable. In 2001, $1.5 million
was generated through a reduction in working capital, and in 2000, $6.5 million
was generated through a reduction in working capital. The Company's working
capital ratio was 6.3 to 1.0 at June 30, 2001.

     During the first six months of 2001 and 2000, 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 2001
capital expenditures with funds generated by operations.

     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

     The Company maintains a credit agreement which provides a $100 million five
year unsecured revolving credit facility. The Company can 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.

     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 .75% to 1.75%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization. At June 30, 2001, the Company was in compliance
with all covenants under this agreement, and, under the leverage covenant, had

                                        15
<PAGE>   17

additional borrowing capacity of approximately $59.6 million. At June 30, 2001,
$10.9 million was outstanding under the facility.

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 June 30, 2001, the amount accrued for future environment-related costs
was $1.8 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 $3.8 million to $9.0 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) of approximately $2.6 million, which the
Company believes are probable. 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 six months of 2001 and 2000
amounted to $6.0 and $5.3 million, respectively. The Company has anticipated
capital spending of approximately $15 million in 2001. 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".

     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 be adopted as of January 1, 2002. At adoption
of FAS 142, an evaluation of goodwill and intangible assets will be required and
any impairment of goodwill or intangible assets at that time will be recognized
as a cumulative effect of adoption. Management has not yet completed the
evaluation of the impact of adoption of these standards.

     In July 2001, the FASB approved the issuance of FAS 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

                                        16
<PAGE>   18

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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

                                        17
<PAGE>   19

                           PART II--OTHER INFORMATION

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

     The annual meeting of stockholders was held on April 27, 2001. In
connection with the meeting, proxies were solicited pursuant to the Securities
Exchange Act of 1934. The following are the voting results on proposals
considered and voted upon at the meeting, all of which were described in the
proxy statement.

     1. All nominees for directors listed in the proxy statement were elected.
Listed below are the names of each director elected, together with their
individual vote totals.

<Table>
<Caption>
                                  VOTES           VOTES
                                   FOR          WITHHELD
                                ----------      ---------
<S>                             <C>             <C>
Craig R. Andersson              18,335,026        674,401
Neil A. Armstrong               13,338,266      5,671,116
Daniel I. Booker                18,329,431        679,996
Ronald L. Gallatin              18,330,801        678,626
Charles C. Gedeon               18,331,856        677,571
Robert M. Hernandez             18,199,712        809,715
Edith E. Holiday                18,347,466        661,961
John H. Odle                    14,001,329      5,008,098
Timothy G. Rupert               13,857,197      5,152,230
Wesley W. von Schack            18,334,111        675,316
</Table>

     2. PricewaterhouseCoopers LLP was elected as independent accountants for
2001. Votes for: 18,348,886; against: 11,488; abstained: 649,053.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

  (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 June 30,
2001.

                                        18
<PAGE>   20

                                   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.

                                              RTI INTERNATIONAL METALS, INC.
                                          --------------------------------------
                                                       (Registrant)

Date: August 13, 2001

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

                                        19