<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 MARCH 31, 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 May 1, 2001, 20,891,565 shares of common stock of the registrant were
outstanding.

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<PAGE>   2

                         RTI INTERNATIONAL METALS, INC.

                                   FORM 10-Q
                          QUARTER ENDED MARCH 31, 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........................    9

Item 3.  Quantitative and Qualitative Disclosures about
  Market Risk...............................................   13

PART II--OTHER INFORMATION..................................   14

Item 4.  Submission of Matters to a Vote of Security
  Holders...................................................   14

Item 6.  Exhibits and Reports on Form 8-K...................   14

Signatures..................................................   15
</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
                                                                     MARCH 31
                                                              -----------------------
                                                                 2001         2000
                                                              ----------   ----------
<S>                                                           <C>          <C>
Sales.......................................................  $   66,239   $   70,508
Operating costs:
Cost of sales...............................................      56,728       59,748
Selling, general and administrative expenses................       8,349        7,144
Research, technical and product development expenses........         362          393
                                                              ----------   ----------
     Total operating costs..................................      65,439       67,285
                                                              ----------   ----------
Operating income............................................         800        3,223
Other income-net (Note 5)...................................       6,049          149
Interest expense............................................         210          773
                                                              ----------   ----------
Income before income taxes..................................       6,639        2,599
Provision for income taxes (Note 3).........................       2,581        1,014
                                                              ----------   ----------
Income before cumulative effect of change in accounting
  principle.................................................       4,058        1,585
Cumulative effect of change in accounting principle (Note
  8)........................................................        (191)          --
                                                              ----------   ----------
Net income..................................................  $    3,867   $    1,585
                                                              ==========   ==========
Earnings per common share (Note 4):
Income before cumulative effect of change in accounting
  principle:
     Basic..................................................  $     0.19   $     0.08
                                                              ==========   ==========
     Diluted................................................  $     0.19   $     0.08
                                                              ==========   ==========
Net income:
     Basic..................................................  $     0.19   $     0.08
                                                              ==========   ==========
     Diluted................................................  $     0.18   $     0.08
                                                              ==========   ==========
</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>
                                                               MARCH 31,     DECEMBER 31,
                                                                 2001            2000
                                                              -----------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                           ASSETS
ASSETS:
  Cash and cash equivalents.................................   $  5,982        $  6,374
  Receivables--less allowance for doubtful accounts of
     $1,111 and $926........................................     52,305          46,417
  Inventories, net (Note 6).................................    161,827         165,210
  Deferred income taxes.....................................      9,269           9,146
  Other current assets......................................      9,639          10,235
                                                               --------        --------
     Total current assets...................................    239,022         237,382
  Property, plant and equipment, net........................     97,524          97,989
  Goodwill..................................................     35,323          35,736
  Other noncurrent assets...................................     15,084          15,172
                                                               --------        --------
     Total assets...........................................   $386,953        $386,279
                                                               ========        ========
            LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
  Accounts payable..........................................   $ 14,938        $ 18,199
  Accrued wages and other employee costs....................      8,785           5,646
  Other accrued liabilities.................................      8,457           5,149
                                                               --------        --------
     Total current liabilities..............................     32,180          28,994
Long-term debt..............................................     13,000          19,800
Accrued postretirement benefit cost.........................     20,136          19,986
Deferred income taxes.......................................      2,555           2,555
Noncurrent pension liability................................      7,106           7,106
Other noncurrent liabilities................................      5,908           5,979
                                                               --------        --------
     Total liabilities......................................     80,885          84,420
                                                               --------        --------
Commitments and contingencies (Note 5)......................         --              --
SHAREHOLDERS' EQUITY:
  Common stock, $0.01 par value, 50,000,000 shares
     authorized; 21,000,250 and 20,946,712 shares issued and
     20,902,000 and 20,851,962 outstanding..................        210             208
  Additional paid-in capital................................    241,259         240,527
  Deferred compensation.....................................     (2,537)         (2,187)
  Treasury stock, at cost; 98,250 and 94,750 shares.........       (888)           (846)
  Accumulated other comprehensive income....................     (1,258)         (1,258)
  Retained earnings.........................................     69,282          65,415
                                                               --------        --------
Total shareholders' equity..................................    306,068         301,859
                                                               --------        --------
     Total liabilities and shareholders' equity.............   $386,953        $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>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31
                                                              -------------------
                                                               2001        2000
                                                              -------     -------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................  $ 3,867     $ 1,585
Adjustment for items not affecting funds from operations:
  Depreciation and amortization.............................    3,230       2,927
  Other-net.................................................      266         210

Changes in assets and liabilities (excluding cash):
  Receivables...............................................   (6,083)     (2,016)
  Inventories...............................................    3,383       3,036
  Accounts payable..........................................   (3,261)        (20)
  Other current liabilities.................................    6,447      (4,497)
  Other assets and liabilities..............................      762        (402)
                                                              -------     -------
       Cash provided by operating activities................    8,611         823
                                                              -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures......................................   (2,351)     (2,397)
                                                              -------     -------
       Cash used in investing activities....................   (2,351)     (2,397)
                                                              -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Exercise of employee stock options........................      190          --
  Net borrowings and repayments under revolving credit
     agreement..............................................   (6,800)     (1,700)
  Purchase of common stock held in treasury.................      (42)         --
                                                              -------     -------
       Cash used in financing activities....................   (6,652)     (1,700)
                                                              -------     -------
DECREASE IN CASH AND CASH EQUIVALENTS.......................     (392)     (3,274)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............    6,374       3,664
                                                              -------     -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................    5,982     $   390
                                                              =======     =======
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest, net of amounts capitalized........  $   374     $   170
  Cash paid for income taxes................................  $   192     $   931
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................          --       --          --         194          --          --            --           194
Treasury common stock
  purchased at cost.........      (3,500)      --          --          --         (42)         --            --           (42)
Shares issued from exercise
  of employee stock
  options...................      19,038        2         188          --          --          --            --           190
Net income..................          --       --          --          --          --       3,867            --         3,867
Comprehensive income........          --       --          --          --          --                        --            --
                              ----------     ----    --------     -------       -----     -------       -------      --------
Balance at March 31, 2001...  20,902,000     $210    $241,259     $(2,537)      $(888)    $69,282       $(1,258)     $306,068
                              ==========     ====    ========     =======       =====     =======       =======      ========

<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..................     $3,867
                                 ------
Comprehensive income........     $3,867
                                 ======
Balance at March 31, 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 statement 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.
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 of RTI common shares to the
note holders in exchange for the Notes terminating USX's ownership interest.

NOTE 3--INCOME TAXES

     In the three months ended March 31, 2001, the Company recorded an income
tax expense of $2.6 million, or 39% of pre-tax income compared to an expense of
$1.0 million, or 39% for the quarter ending March 31, 2000. The effective tax
rate for the three-month period ended March 31, 2001 and March 31, 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 ended March 31, 2001 and 2000 are as follows (in thousands
except number of shares and per share amounts):

<TABLE>
<CAPTION>
                                                           QUARTER ENDED MARCH 31
                                                     ----------------------------------
                                                      NET                     EARNINGS
                                                     INCOME      SHARES       PER SHARE
                                                     ------    -----------    ---------
<S>                                                  <C>       <C>            <C>
For the quarter ended March 31, 2001
Basic EPS..........................................  $3,867     20,890,835     $ 0.19
Effect of potential common stock:
  Stock options....................................      --        293,191      (0.01)
                                                     ------    -----------     ------
Diluted EPS........................................  $3,867     21,184,026     $ 0.18
                                                     ======    ===========     ======
For the quarter ended March 31, 2000
Basic EPS..........................................  $1,585     20,832,182     $ 0.08
Effect of potential common stock:
  Stock options....................................      --         62,432         --
                                                     ------    -----------     ------
Diluted EPS........................................  $1,585     20,894,614     $ 0.08
                                                     ======    ===========     ======
</TABLE>

565,854 and 983,825 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 March 31, 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
Corporation and Quantum Chemical Corporation against liabilities related to
their ownership of RMI and its immediate predecessor, Reactive Metals, Inc.,
which was formed by USX and Quantum in 1964.

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

Environmental Matters

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

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

     With regard to the Fields Brook Superfund Site, the Company, together with
31 other companies, has been identified by the EPA as a potentially responsible
party ("PRP") under the Comprehensive Environmental Response, Compensation
Liability Act ("CERCLA") with respect to a superfund site defined as the Fields
Brook

                                        7
<PAGE>   9

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.

     At March 31, 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 quarter 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.

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>
                                               MARCH 31, 2001    DECEMBER 31, 2000
                                               --------------    -----------------
<S>                                            <C>               <C>
Raw material and supplies....................     $ 28,737           $ 35,323
Work-in-process and finished goods...........      146,167            141,084
Adjustments to LIFO values...................      (13,077)           (11,197)
                                                  --------           --------
                                                  $161,827           $165,210
                                                  ========           ========
</TABLE>

                                        8
<PAGE>   10

NOTE 7--SEGMENT REPORTING:

     The Company's reportable segments are the Titanium Group and the
Fabrication and Distribution Group. Segment information for the three-month
periods ended March 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                QUARTER ENDED
                                                                   MARCH 31
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
<S>                                                           <C>        <C>
NET SALES:
Titanium
  Trade.....................................................  $26,602    $37,286
  Intersegment..............................................   13,690     13,647
                                                              -------    -------
                                                               40,292     50,933
Fabrication and Distribution
  Trade.....................................................   36,139     29,144
  Intersegment..............................................       43        175
                                                              -------    -------
                                                               36,182     29,319
Other operations............................................    3,498      4,078
Adjustments and eliminations................................  (13,733)   (13,822)
                                                              -------    -------
     Total net sales........................................  $66,239    $70,508
                                                              =======    =======
OPERATING INCOME (LOSS):
  Titanium..................................................  $  (503)   $ 2,932
  Fabrication and distribution..............................    1,129         91
  Other operations..........................................      174        200
                                                              -------    -------
     Total operating income.................................      800      3,223

RECONCILIATION OF OPERATING INCOME TO REPORTED INCOME BEFORE
  TAXES:
  Other income--net.........................................    6,049        149
  Interest expense..........................................     (210)      (773)
                                                              -------    -------
     Reported income before taxes...........................  $ 6,639    $ 2,599
                                                              =======    =======
</TABLE>

NOTE 8--CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

     The FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" in June 1998. SFAS No. 133 requires all derivatives to be
recognized as either assets or liabilities on the balance sheet and be measured
at fair value. Changes in such fair value 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 since January 1, 2001 have been recorded in
other income.

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 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

                                        9
<PAGE>   11

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 MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

NET SALES

     Net sales decreased to $66.2 million for the three months ended March 31,
2001 compared to net sales of $70.5 million in the corresponding 2000 period.
Sales for the Company's Titanium Group and Other operations amounted to $30.1
million in the three months ended March 31, 2001 compared to $41.3 million in
the same period of 2000. Titanium Group net sales decreased as a result of lower
average realized prices and a decrease 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 2.4 million pounds in the
first quarter of 2001, compared to 2.8 million pounds for the same period in
2000. Mill product shipments in the first quarter 2001 were lower than those of
the first quarter 2000 as product requirements in aerospace markets fell short
of expected demand. However, mill product shipments did reflect improved demand
over the fourth quarter of 2000 as anticipated. Average realized prices on mill
products in the first quarter of 2001 decreased to $14.97 per pound from $16.60
per pound in the first 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 $36.1 million in the three months
ended March 31, 2001, compared to $29.1 million in the same period of 2000. This
increase reflects continued improvements in demand in distribution sales in the
United States and Europe, including the impact of Reamet, which was acquired in
the fourth quarter of 2000.

GROSS PROFIT

     Gross profit amounted to $9.5 million, or 14.4% of sales for the quarter
ended March 31, 2001 compared to a gross profit of $10.8 million or 15.3% for
the comparable 2000 period. This decrease reflects decreased sales in the
Titanium Group as a result of a reduction in pounds shipped and a decrease in
realized prices as a result of an unfavorable impact in product mix of lower
value-added mill products, offset by improvements in demand for distribution
products in the United States and Europe, including the impact of Reamet.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses amounted to $8.3 million or
12.6% of sales for the quarter ended March 31, 2001 compared to $7.1 million or
10.1% of sales for the same quarter in 2000. The increase in selling, general
and administrative expenses reflects the impact of the Reamet acquisition,
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 and expansion into new markets.

OPERATING INCOME

     Operating income for the three months ended March 31, 2001 amounted to $0.8
million, or 1.2% of sales compared to $3.2 million in the same period of 2000.
This change consists of a decrease in operating income from the Titanium Group
of $3.4 million primarily due to a decrease in mill product shipments and a
decrease in realized prices as a result of an unfavorable impact in product mix
of lower value-added mill products. This is partially offset by an increase in
operating income in the Fabrication and Distribution Group of $1.0 million due
to improved distribution sales in both the United States and Europe, and due to
the impact of the Reamet acquisition.

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<PAGE>   12

OTHER INCOME

     Other income for the three months ended March 31, 2001 amounted to $6.1
million, compared to $0.1 million in the same period of 2000. This increase
resulted from the payment to the Company by the Boeing Company of contractually
specified liquidated damages for failing to meet minimum order volumes in 2000.
The 1999 settlement from Boeing was not received until the second quarter of
2000.

INTEREST EXPENSE

     Interest expense for the three months ended March 31, 2001 amounted to $0.2
million, or 0.3% of sales compared to $0.8 million, or 1.1% in the same period
of 2000. The decrease is primarily the result of reduced borrowing levels as
well as increased capitalization of interest during the first quarter of 2001
related to the new Houston press.

INCOME TAXES

     In the first quarter of 2001, the Company recorded an income tax expense of
$2.6 million compared to a $1.0 million expense recorded in the first quarter of
2000. The effective tax rate for the first quarter of 2001 and 2000 was
approximately 39%. The effective tax rate of 39% was greater than the Federal
statutory rate of 35%, primarily due to state income taxes and non-deductible
goodwill amortization.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

     The cumulative effect of change in accounting principle for the quarter
ended March 31, 2001 of $0.2 million results from the Company's adoption of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
charge represents the fair value of the net liability of a foreign currency
forward purchase contract upon adoption. Changes in value since January 1, 2001
have been recorded in other income.

NET INCOME

     Net income for the quarter ended March 31, 2001 amounted to $3.9 million or
5.8% of sales, compared to $1.6 million in the comparable 2000 period. This
increase reflects the settlement of a contractual dispute with the Boeing
Company and an increase in operating income in the Fabrication and Distribution
Group due to improving sales, offset by reduced operating income from the
Titanium Group as a result of a decrease in mill product shipments and a
decrease in realized prices.

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 2001. 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.

                                        11
<PAGE>   13

     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 drop below the minimum commitment, the contract contains provisions for
financial compensation. In accordance with the agreement, a demand notice of
approximately $6 million was presented to Boeing Commercial Airplane Group for
such compensation since 2000 shipments amounted to only 1.1 million pounds. On
March 19, 2001, Boeing settled the demand notice for approximately $6 million.
The financial impact of this settlement was recorded in other income for the
quarter ended March 31, 2001. A similar claim was made in connection with 1999
shipments, and, on April 26, 2000, Boeing settled the contractual claim for
approximately $6 million. The financial impact of this settlement was recorded
in other income during the quarter ended June 30, 2000.

     RMI, through its French distributor and now wholly-owned 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.

     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 first quarter
of 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 $8.6 million in the first
three months of 2001 compared to $0.8 million in the first three months of 2000.
The change in net cash flows from operating activities for the three months
ended March 31, 2001, compared to the same period in 2000 was due primarily to
increased income and cash generated through working capital reductions. In 2001,
$1.2 million was generated through a reduction in working capital, and in 2000,
$3.9 million was spent on an increase in working capital. The Company's working
capital ratio was 7.4 to 1.0 at March 31, 2001.

     During the first three months of 2001, the Company's cash flow requirements
for capital expenditures were funded with cash provided by operations. During
the comparable 2000 period, cash flow requirements for capital expenditures were
funded by cash provided from operating activities and cash on hand.

                                        12
<PAGE>   14

     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

     RTI entered into a credit agreement dated September 30, 1998. This
agreement provided five-year borrowings, on an unsecured revolving basis, of 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. Total borrowings
were subject to a maximum leverage test in accordance with the agreement.

     At March 31, 2001, the Company was in compliance with all covenants under
this agreement, and, under the leverage covenant, had additional borrowing
capacity of approximately $72.5 million. At March 31, 2001, $13.0 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 March 31, 2001, the amount accrued for future environment-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 received contributions from such
third parties for a number of years as partial reimbursement for costs incurred
by the Company. As these proceedings continue toward final resolution, amounts
in excess of those already provided may be necessary to discharge the Company
from its obligations for these projects.

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

CAPITAL EXPENDITURES

     Gross capital expenditures for the first three months of 2001 and 2000
amounted to $2.4 million. 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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

                           PART II--OTHER INFORMATION

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

     None.

                                        13
<PAGE>   15

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

  (a) Exhibits

<TABLE>
       <S>    <C>
       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.
</TABLE>

  (b) There were no reports on Form 8-K filed for the quarter ended March 31,
2001.

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<PAGE>   16

                                   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: May 14, 2001

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

                                        15