##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
  FORM 10-Q
  (Mark One)
  þ
    QUARTERLY REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED
    SEPTEMBER 30, 2010
  OR
  o
    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)
   Ohio

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

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

    Floor
    1550 Coraopolis Heights Road
    Pittsburgh, Pennsylvania

15108-2973(Zip Code)(Address of principal executive offices)    Registrants telephone number,
    including area code:
 (412) 893-0026
    Yes þ     No o
   Regulation S-T
 Yes o     No o
   12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filero

Smaller reporting company o(Do not check if a smaller
    reporting company)    Rule 12b-2
 Yes o     
    No þ




---



##### 





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

Financial Statements


1Condensed Consolidated Statements of Operations
    (Unaudited) for the Three and Nine Months Ended
    September 30, 2010 and 2009


1Condensed Consolidated Balance Sheets (Unaudited)
    as of September 30, 2010 and December 31, 2009


2Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the Nine Months Ended September 30, 2010
    and 2009


3Condensed Consolidated Statement of Comprehensive
    Income and Shareholders Equity (Unaudited) for the Nine
    Months Ended September 30, 2010


4Condensed Notes to Consolidated Financial
    Statements


5Item 2.

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


19Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


30Item 4.

Controls and Procedures


30PART II  OTHER
    INFORMATIONItem 1A.

Risk Factors


31Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


31Item 6.

Exhibits


31Signatures


32EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Net sales

$
102,593


$
100,247


$
317,129


$
310,655Cost and expenses:Cost of sales


88,418



82,426



258,482



263,047Selling, general, and administrative expenses


15,771



15,384



47,828



46,526Research, technical, and product development expenses


783



466



2,536



1,493Asset and asset-related charges (income)


(151
)






(3,262
)


Operating income (loss)


(2,228
)


1,971



11,545



(411
)Other income (expense)


(519
)


252



(153
)


2,006Interest income


127



257



358



1,325Interest expense


(264
)


(7,231
)


(828
)


(12,007
)Income (loss) before income taxes


(2,884
)


(4,751
)


10,922



(9,087
)Provision for income taxes


13,891



3,901



6,060



899Net income (loss)

$
(16,775
)

$
(8,652
)

$
4,862


$
(9,986
)Earnings (loss) per share:Basic

$
(0.56
)

$
(0.35
)

$
0.16


$
(0.42
)Diluted

$
(0.56
)

$
(0.35
)

$
0.16


$
(0.42
)Weighted-average shares outstanding:Basic


29,933,615



24,643,301



29,901,657



23,588,555Diluted


29,933,615



24,643,301



30,143,031



23,588,555   The accompanying notes are an integral part of these
    Condensed Consolidated Financial Statements.
 1




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##### Table of Contents



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


December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
113,634


$
56,216Short-term investments


20,257



65,042Receivables, less allowance for doubtful accounts of $677 and
    $646


53,306



60,924Inventories, net


274,759



266,887Deferred income taxes


25,914



21,237Other current assets


7,034



21,410Total current assets


494,904



491,716Property, plant, and equipment, net


254,605



252,301Goodwill


41,339



41,068Other intangible assets, net


13,851



14,299Deferred income taxes


51,811



53,814Other noncurrent assets


1,077



1,537Total assets

$
857,587


$
854,735LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
42,035


$
39,193Accrued wages and other employee costs


17,504



9,796Unearned revenues


15,211



21,832Current liability for post-retirement benefits


2,476



2,476Current liability for pension benefits


140



140Other accrued liabilities


19,241



30,518Total current liabilities


96,607



103,955Long-term debt


48



81Noncurrent liability for post-retirement benefits


35,320



34,530Noncurrent liability for pension benefits


26,146



28,102Deferred income taxes


62



244Other noncurrent liabilities


7,556



8,617Total liabilities


165,739



175,529Commitments and ContingenciesShareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized; 30,852,598 and 30,724,351 shares issued;
    30,121,657 and 30,010,998 shares outstanding


309



307Additional paid-in capital


443,611



439,361Treasury stock, at cost; 730,941 and 713,353 shares


(17,341
)


(16,996
)Accumulated other comprehensive loss


(29,690
)


(33,563
)Retained earnings


294,959



290,097Total shareholders equity


691,848



679,206Total liabilities and shareholders equity

$
857,587


$
854,735   The accompanying notes are an integral part of these
    Condensed Consolidated Financial Statements.
 2




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESCondensed Consolidated Statements
    of Cash Flows(Unaudited)
    (In thousands)
  Nine Months EndedSeptember 30,2010


2009OPERATING ACTIVITIES:Net income (loss)

$
4,862


$
(9,986
)Adjustment for non-cash items included in net income:Depreciation and amortization


16,600



15,985Asset and asset-related charges (income)


(1,332
)


Deferred income taxes


(2,462
)


(11,571
)Stock-based compensation


3,099



3,668Excess tax benefits from stock-based compensation activity


(350
)


(439
)Gain on sale of property, plant and equipment


(345
)


Other


267



102Changes in assets and liabilities:Receivables


7,104



15,363Inventories


(9,498
)


5,423Accounts payable


2,730



5,635Income taxes payable


177



(9
)Unearned revenue


(2,499
)


(3,510
)Other current assets and liabilities


13,159



(4,408
)Other noncurrent assets and liabilities


99



485Cash provided by operating activities


31,611



16,738INVESTING ACTIVITIES:Proceeds from disposal of property, plant, and equipment


1,433



Purchase of short-term investments


(215
)


(40,000
)Sale of short-term investments


45,000



Capital expenditures


(22,859
)


(63,362
)Cash provided by (used in) investing activities


23,359



(103,362
)FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


983



51Excess tax benefits from stock-based compensation activity


350



439Financing fees






(300
)Borrowings on long-term debt






1,181Repayments on long-term debt


(33
)


(243,449
)Purchase of common stock held in treasury


(345
)


(88
)Proceeds from equity offering, net






127,423Cash provided by (used in) financing activities


955



(114,743
)Effect of exchange rate changes on cash and cash equivalents


1,493



1,651Increase (decrease) in cash and cash equivalents


57,418



(199,716
)Cash and cash equivalents at beginning of period


56,216



284,449Cash and cash equivalents at end of period

$
113,634


$
84,733   The accompanying notes are an integral part of these
    Condensed Consolidated Financial Statements.
 3




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##### Table of Contents



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


Additional








Available


Minimum


ForeignShares





Paid-In


Treasury


Retained


For Sale


Pension


CurrencyOutstanding


Amount


Capital


Stock


Earnings


Investments


Liability


Translation


TotalBalance at December 31, 2009


30,010,998


$
307


$
439,361


$
(16,996
)

$
290,097


$
42


$
(39,932
)

$
6,327


$
679,206Net Income


















4,862















4,862Foreign currency translation






























1,744



1,744Unrealized gain on investments






















13











13Benefit plan amortization


























2,116







2,116Comprehensive income


































8,735Shares issued for directors compensation


16,763































Shares issued for restricted stock award plans


49,770



1



























1Stock-based compensation expense recognized










3,099























3,099Treasury stock purchased at cost


(13,288
)










(345
)


















(345
)Exercise of employee options


57,776



1



982























983Forefeiture of restricted stock awards


(4,300
)






























Tax benefits from stock-based compensation activity










71























71Shares issued for employee stock purchase plan


3,938







98























98Balance at September 30, 2010


30,121,657


$
309


$
443,611


$
(17,341
)

$
294,959


$
55


$
(37,816
)

$
8,071


$
691,848   The accompanying notes are an integral part of these
    Condensed Consolidated Financial Statements.
  4




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)  Note 1
    BASIS OF
    PRESENTATION:  Form 10-Q Regulation S-X.
  Form 10-K.
  Note 2
    ORGANIZATION:        sub-assemblies,
 5




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  cuts-to-size, just-in-time
    Note 3
    ASSET AND
    ASSET-RELATED CHARGES (INCOME):        Sponge-PlantAssetCommitmentsBalance as of December 31, 2009

$
7,809Settlements/adjustments


(4,625
)Payments


(1,402
)Balance as of September 30, 2010

$
1,782  6




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 4
    STOCK-BASED
    COMPENSATION:  Stock
    Options
    Stock Options

OptionsOutstanding at December 31, 2009


475,581Granted


114,830Forfeited


(7,902
)Expired


(17,032
)Exercised


(57,776
)Outstanding at September 30, 2010


507,701Exercisable at September 30, 2010


281,468     2010Risk-free interest rate

2.26%Expected dividend yield

0.00%Expected lives (in years)

4.0Expected volatility

66.00%     Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2009


171,387Granted


66,533Vested


(73,331
)Forfeited


(4,300
)Nonvested at September 30, 2010


160,289    7




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##### Table of Contents



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


Maximum SharesPerformance Share Awards

Activity


Eligible to ReceiveOutstanding at December 31, 2009


73,380



146,760Granted


49,450



98,900Forfeited


(5,300
)


(10,600
)Outstanding at September 30, 2010


117,530



235,060     Note 5
    INCOME
    TAXES:    year-to-date
     8




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 6
    EARNINGS
    PER SHARE:      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Numerator:Net income (loss)

$
(16,775
)

$
(8,652
)

$
4,862


$
(9,986
)Denominator:Basic weighted-average shares outstanding


29,933,615



24,643,301



29,901,657



23,588,555Effect of diluted securities










241,374



Diluted weighted-average shares outstanding


29,933,615



24,643,301



30,143,031



23,588,555Earnings (loss) per share:Basic

$
(0.56
)

$
(0.35
)

$
0.16


$
(0.42
)Diluted

$
(0.56
)

$
(0.35
)

$
0.16


$
(0.42
)     Note 7
    RECEIVABLES:    September 30,


December 31,2010


2009Trade and commercial customers

$
53,983


$
61,570Less: Allowance for doubtful accounts


(677
)


(646
)Total receivables

$
53,306


$
60,924  9




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 8
    INVENTORIES:  last-in, first-in, lower-of-cost-or-market
  September 30,


December 31,2010


2009Raw materials and supplies

$
132,529


$
145,062Work-in-process
    and finished goods


202,377



197,840LIFO reserve


(60,147
)


(76,015
)Total inventories

$
274,759


$
266,887     Note 9
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:    ®
  Goodwill.
  Titanium


Fabrication


DistributionGroup


Group


Group


TotalBalance at December 31, 2009:Goodwill

$
2,548


$
37,386


$
9,833


$
49,767Accumulated impairment loss






(8,699
)






(8,699
)Net goodwill


2,548



28,687



9,833



41,068Translation adjustment






271







271Balance at September 30, 2010:Goodwill


2,548



37,657



9,833



50,038Accumulated impairment loss






(8,699
)






(8,699
)Net goodwill

$
2,548


$
28,958


$
9,833


$
41,339  10




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##### Table of Contents



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





Translation


September 30,2009


Amortization


Adjustment


2010Fabrication Group

$
14,299


$
(734
)

$
286


$
13,851   Note 10
    UNEARNED
    REVENUE:    Note 11
    OTHER
    INCOME (EXPENSE):    Note 12
    EMPLOYEE
    BENEFIT PLANS:    Pension Benefits


Other Post-Retirement BenefitsThree Months


Nine Months


Three Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009


2010


2009


2010


2009Service cost

$
451


$
397


$
1,353


$
1,193


$
178


$
127


$
534


$
383Interest cost


1,770



1,762



5,310



5,285



550



535



1,650



1,604Expected return on plan assets


(1,869
)


(1,929
)


(5,607
)


(5,788
)














Amortization of prior service cost


131



209



393



627



303



303



910



910Amortization of unrealized gains


702



481



2,104



1,441















Net periodic benefit cost

$
1,185


$
920


$
3,553


$
2,758


$
1,031


$
965


$
3,094


$
2,897   Note 13
    COMMITMENTS
    AND CONTINGENCIES:   11




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Tronox
    LLC Litigation
  and/or
  Environmental
    Matters
         12




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##### Table of Contents



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




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Other
    Matters
    Note 14
    SEGMENT
    REPORTING:        cuts-to-size, just-in-time
   14




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##### Table of Contents



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


Nine Months EndedSeptember 30,


September 30,2010


2009


2010


2009Net sales:Titanium Group

$
32,263


$
28,853


$
101,660


$
86,280Intersegment sales


20,006



25,586



67,062



94,615Total Titanium Group net sales


52,269



54,439



168,722



180,895Fabrication Group


34,116



27,334



100,013



79,885Intersegment sales


12,753



15,986



40,184



44,561Total Fabrication Group net sales


46,869



43,320



140,197



124,446Distribution Group


36,214



44,060



115,456



144,490Intersegment sales


835



598



2,116



1,863Total Distribution Group net sales


37,049



44,658



117,572



146,353Eliminations


33,594



42,170



109,362



141,039Total consolidated net sales

$
102,593


$
100,247


$
317,129


$
310,655Operating income (loss):Titanium Group before corporate allocations

$
3,633


$
3,591


$
24,570


$
15,066Corporate allocations


(2,328
)


(2,569
)


(6,441
)


(7,713
)Total Titanium Group operating income


1,305



1,022



18,129



7,353Fabrication Group before corporate allocations


187



1,898



(291
)


(6,968
)Corporate allocations


(3,205
)


(2,394
)


(8,784
)


(7,185
)Total Fabrication Group operating loss


(3,018
)


(496
)


(9,075
)


(14,153
)Distribution Group before corporate allocations


1,268



3,349



7,455



12,101Corporate allocations


(1,783
)


(1,904
)


(4,964
)


(5,712
)Total Distribution Group operating income


(515
)


1,445



2,491



6,389Total consolidated operating income (loss)

$
(2,228
)

$
1,971


$
11,545


$
(411
)   September 30,


December 31,2010


2009Total assets:Titanium Group

$
370,622


$
365,725Fabrication Group


248,938



239,847Distribution Group


124,273



140,666General corporate assets


113,754



108,497Total consolidated assets

$
857,587


$
854,735  15




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 15
    FINANCIAL
    INSTRUMENTS:        Designated as

Balance SheetHedging Instrument

Location

Asset Fair ValueForeign currency forward contracts


No



Other current assets


$
4     Note 16
    FAIR
    VALUE MEASUREMENTS:       16




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##### Table of Contents



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


SignificantQuoted Market


Other Observable


UnobservablePrices


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalCash and cash equivalents

$
113,634


$



$



$
113,634Short-term investments


20,257











20,257Foreign currency forward contracts






4







4Total assets

$
133,891


$
4


$



$
133,895       Total

TotalSignificant



Charges for

Charges forNet Carrying

Quoted

Other

Significant

Three Months

Nine MonthsValue as of

Market

Observable

Unobservable

Ended

EndedSeptember 30,

Prices

Inputs

Inputs

September 30,

September 30,2010

(Level 1)

(Level 2)

(Level 3)

2010

2010Sponge plant construction-related assets

$
1,545


$



$



$
1,545


$



$
(1,901
)     Note 17
    CREDIT
    AGREEMENT:   17




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
   Note 18
    NEW
    ACCOUNTING STANDARDS:     18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    the future availability and prices of raw materials,
    competition in the titanium industry,
    the historic cyclicality of the titanium and commercial
    aerospace industries,
    changes in defense spending and cancellation or changes in
    defense programs or initiatives,
    changes in the Joint Strike Fighter production schedule,
    the ability to obtain access to financial markets and to
    maintain current covenant requirements,
    long-term supply agreements and the impact if another party
    fails to fulfill their requirements under existing contracts or
    successfully manage its future development and production
    schedule,
    the impact of the current titanium inventory overhang
    throughout the Companys supply chain,
    the impact of Boeing 787
    Dreamliner®

    production delays,
    our ability to attract and retain key personnel,
    legislative challenges to the Specialty Metals Clause of the
    Berry Amendment,
    labor matters,
    global economic activities,
    the successful completion of our expansion projects,
    our ability to execute on new business awards,
    our order backlog and the conversion of that backlog into
    revenue,
    demand for the Companys products, and
    other statements contained herein that are not historical facts.    Overview
     19




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##### Table of Contents



sub-assemblies,
  cuts-to-size, just-in-time
    Trends
    and Uncertainties
       20




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##### Table of Contents



Three
    Months Ended September 30, 2010 Compared To Three Months
    Ended September 30, 2009
  Net Sales.
  Three MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
32.3


$
28.9


$
3.4



11.8
%Fabrication Group


34.1



27.3



6.8



24.9
%Distribution Group


36.2



44.0



(7.8
)


(17.7
)%Total consolidated net sales

$
102.6


$
100.2


$
2.4



2.4
%     ® ramp-up.
    Gross Profit.
  Three MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
5.7


$
5.9


$
(0.2
)


(3.4
)%Fabrication Group


3.5



5.3



(1.8
)


(34.0
)%Distribution Group


5.0



6.6



(1.6
)


(24.2
)%Total consolidated gross profit

$
14.2


$
17.8


$
(3.6
)


(20.2
)%     ramp-up ®
 21




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##### Table of Contents



Selling, General, and Administrative
    Expenses.
  Three MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
3.8


$
4.5


$
(0.7
)


(15.6
)%Fabrication Group


6.5



5.7



0.8



14.0
%Distribution Group


5.5



5.2



0.3



5.8
%Total consolidated SG&A expenses

$
15.8


$
15.4


$
0.4



2.6
%     Research, Technical, and Product Development
    Expenses.
  Asset and Asset-Related Charges
    (Income).
  Operating Income (Loss).
  Three MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
1.3


$
1.0


$
0.3



30.0
%Fabrication Group


(3.0
)


(0.5
)


(2.5
)


(500.0
)%Distribution Group


(0.5
)


1.5



(2.0
)


(133.3
)%Total operating (loss) income

$
(2.2
)

$
2.0


$
(4.2
)


(210.0
)%     ramp-up ®
   22




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##### Table of Contents



Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Taxes.
    Nine
    Months Ended September 30, 2010 Compared To Nine Months
    Ended September 30, 2009
  Net Sales.
  Nine MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
101.7


$
86.3


$
15.4



17.8
%Fabrication Group


100.0



79.9



20.1



25.2
%Distribution Group


115.4



144.5



(29.1
)


(20.1
)%Total consolidated net sales

$
317.1


$
310.7


$
6.4



2.1
%     ® ® ® ramp-up
 23




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##### Table of Contents



C-17,
    Gross Profit.
  Nine MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
28.6


$
22.1


$
6.5



29.4
%Fabrication Group


11.8



2.7



9.1



337.0
%Distribution Group


18.2



22.8



(4.6
)


(20.2
)%Total consolidated gross profit

$
58.6


$
47.6


$
11.0



23.1
%     ramp-up ® ramp-up ®
    Selling, General, and Administrative
    Expenses.
  Nine MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
11.2


$
13.4


$
(2.2
)


(16.4
)%Fabrication Group


20.9



16.7



4.2



25.1
%Distribution Group


15.7



16.4



(0.7
)


(4.3
)%Total consolidated SG&A expenses

$
47.8


$
46.5


$
1.3



2.8
%    24




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##### Table of Contents



Research, Technical, and Product Development
    Expenses.
  Asset and Asset-Related Charges
    (Income).
  Operating Income (Loss).
  Nine MonthsEndedSeptember 30,


$ Increase/


% Increase/(In millions except percents)

2010


2009


(Decrease)


(Decrease)Titanium Group

$
18.1


$
7.4


$
10.7



144.6
%Fabrication Group


(9.1
)


(14.2
)


5.1



35.9
%Distribution Group


2.5



6.4



(3.9
)


(60.9
)%Total operating income (loss)

$
11.5


$
(0.4
)

$
11.9



2975.0
%     ®
    Other Income (Expense).
  Interest Income and Interest Expense.
 25




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##### Table of Contents



Provision for Income Taxes.
      Liquidity
    and Capital Resources
        
    Our leverage ratio (the ratio of Net Debt to Consolidated
    EBITDA, as defined in the Credit Agreement) was (5.0) at
    September 30, 2010. If this ratio were to exceed 3.25 to 1,
    we would be in default under our Credit Agreement and our
    ability to borrow under our Credit Agreement would be impaired.
    Our interest coverage ratio (the ratio of Consolidated EBITDA to
    Net Interest, as defined in the Credit Agreement) was 116.5 at
    September 30, 2010. If this ratio were to fall below 2.0 to
    1, we would be in default under our Credit Agreement and our
    ability to borrow under our Credit Agreement would be impaired.   26




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##### Table of Contents



®
    Cash provided by operating activities.
  Cash provided by (used in) investing
    activities.
  Cash provided by (used in) financing
    activities.
  Duty
    Drawback Investigation
       27




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##### Table of Contents



Backlog
  ®
  Tronox
    LLC Litigation
  and/or
 28




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##### Table of Contents



Environmental
    Matters
          New
    Accounting Standards
     29




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.     30




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1A.
    Risk
    Factors.  Form 10-K
  Fluctuations
    in our income tax obligations and effective income tax rate may
    result in volatility of our earnings and stock
    price
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.      Item 6.
    Exhibits.   31




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##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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. By
    /s/  William
    T. Hull   Senior Vice President and Chief Financial Officer
 (principal accounting officer)
   32




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Amended and Restated Procurement Frame Contract between EADS
    Deutschland GmbH and RTI International Metals, Inc. dated
    July 20, 2010, incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for the event dated July 22, 2010.31
.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.  33