##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-Q
    þ
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
   o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  
  001-14437
  RTI INTERNATIONAL METALS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio(State or other jurisdiction of
    incorporation or organization)

52-2115953(I.R.S. Employer
    Identification No.)Westpointe Corporate Center One,
    5th Floor
    1550 Coraopolis Heights Road
    Pittsburgh, Pennsylvania(Address of principal executive offices)

15108-2973(Zip Code)   (412) 893-0026
 Registrants telephone number,
    including area code:
   Yes þ     No o
  12b-2
  Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2
 Yes o     No þ




---



##### 



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


Financial Statements


2Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2008 and 2007


2Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2008 and December 31, 2007


3Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2008 and 2007


4Condensed Consolidated Statement of Comprehensive Income and Shareholders Equity (Unaudited) for the Six Months Ended June 30, 2008


5Condensed Notes to Consolidated Financial Statements


6Item 2.


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


18Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 4.


Controls and Procedures


26PART II  OTHER INFORMATIONItem 1A.


Risk Factors


27Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


27Item 4.


Submission of Matters to a Vote of Security
    Holders


28Item 6.


Exhibits


28Signatures


29EX-10.1EX-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


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net sales

$
159,829


$
154,046


$
310,477


$
299,603Cost and expenses:Cost of sales


110,626



106,720



209,216



200,732Selling, general, and administrative expenses


17,798



15,021



36,106



33,219Research, technical, and product development expenses


511



391



1,035



852Operating income


30,894



31,914



64,120



64,800Other income (expense)


(975
)


(364
)


(680
)


(905
)Interest income


470



1,311



1,373



2,447Interest expense


(266
)


(212
)


(616
)


(512
)Income before income taxes


30,123



32,649



64,197



65,830Provision for income taxes


11,510



11,699



23,347



22,807Net income

$
18,613


$
20,950


$
40,850


$
43,023Earnings per share:Basic

$
0.82


$
0.91


$
1.78


$
1.88Diluted

$
0.81


$
0.90


$
1.76


$
1.86Weighted-average shares outstanding:Basic


22,835,487



22,924,717



22,899,615



22,895,028Diluted


23,048,041



23,177,641



23,151,361



23,159,955   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 2




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##### Table of Contents



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


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
84,814


$
107,505Receivables, less allowance for doubtful accounts of $477 and
    $613


97,338



102,073Inventories, net


317,234



296,559Deferred income taxes


13,892



12,969Other current assets


11,784



2,951Total current assets


525,062



522,057Property, plant, and equipment, net


202,475



157,355Goodwill


50,348



50,769Other intangible assets, net


16,449



17,476Deferred income taxes


11,775



6,059Other noncurrent assets


1,517



1,568Total assets

$
807,626


$
755,284LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
58,345


$
46,666Accrued wages and other employee costs


16,599



22,028Billings in excess of costs and estimated earnings


39,341



21,573Current portion of long-term debt


1,299



1,090Current liability for post-retirement benefits


2,660



2,660Current liability for pension benefits






5,962Other accrued liabilities


14,346



16,171Total current liabilities


132,590



116,150Long-term debt


17,173



16,506Noncurrent liability for post-retirement benefits


31,626



31,019Noncurrent liability for pension benefits


8,596



8,526Deferred income taxes


69



69Other noncurrent liabilities


7,721



7,230Total liabilities


197,775



179,500Commitments and Contingencies (See Note 11)Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized; 23,681,376 and 23,610,746 shares issued;
    22,997,502 and 23,105,708 shares outstanding


237



236Additional paid-in capital


305,162



302,075Treasury stock, at cost; 683,874 and 505,038 shares


(16,891
)


(7,801
)Accumulated other comprehensive loss


(21,148
)


(20,367
)Retained earnings


342,491



301,641Total shareholders equity


609,851



575,784Total liabilities and shareholders equity

$
807,626


$
755,284   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 3




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(Unaudited)
    (In thousands)
  Six Months EndedJune 30,2008


2007OPERATING ACTIVITIES:Net income

$
40,850


$
43,023Adjustment for non-cash items included in net income:Depreciation and amortization


9,622



7,241Deferred income taxes


(6,813
)


(13,165
)Stock-based compensation


2,718



4,306Excess tax benefits from stock-based compensation activity


(241
)


(3,477
)Other


(114
)


(854
)Changes in assets and liabilities:Receivables


5,329



(12,748
)Inventories


(19,968
)


(35,293
)Accounts payable


3,671



9,336Income taxes payable


278



(3,524
)Billings in excess of costs and estimated earnings


17,833



1,169Other current assets and liabilities


(21,983
)


11,583Other assets and liabilities


2,319



(4,697
)Cash provided by operating activities


33,501



2,900INVESTING ACTIVITIES:Proceeds from disposal of property, plant, and equipment






523Purchase of investments






(840
)Proceeds from sale of investments






7,435Capital expenditures


(48,122
)


(27,045
)Cash used in investing activities


(48,122
)


(19,927
)FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


110



1,526Excess tax benefits from stock-based compensation activity


241



3,477Borrowings on long-term debt


1,930



1,578Repayments on long-term debt


(549
)


Purchase of common stock held in treasury


(9,090
)


(1,574
)Cash provided by (used in) financing activities


(7,358
)


5,007Effect of exchange rate changes on cash and cash equivalents


(712
)


(757
)Decrease in cash and cash equivalents


(22,691
)


(12,777
)Cash and cash equivalents at beginning of period


107,505



40,026Cash and cash equivalents at end of period

$
84,814


$
27,249   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 4




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Condensed
    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











ForeignShares





Paid-In


Treasury


Retained


Pension


CurrencyOutstanding


Amount


Capital


Stock


Earnings


Liability


Translation


TotalBalance at December 31, 2007


23,105,708


$
236


$
302,075


$
(7,801
)

$
301,641


$
(30,372
)

$
10,005


$
575,784Net income


















40,850











40,850Foreign currency translation


























(2,099
)


(2,099
)Benefit plan amortization






















1,318







1,318Comprehensive income






























40,069Shares issued for directors compensation


11,912



























Shares issued for restricted stock award plans


49,250



1























1Stock-based compensation expense recognized










2,718



















2,718Treasury stock purchased at cost


(178,836
)










(9,090
)














(9,090
)Exercise of employee options


9,468







110



















110Tax benefits from stock-based compensation activity










259



















259Balance at June 30, 2008


22,997,502


$
237


$
305,162


$
(16,891
)

$
342,491


$
(29,054
)

$
7,906


$
609,851   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 5




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)  Note 1
    BASIS OF
    PRESENTATION:  Form 10-Q Regulation S-X.
  Form 10-K.
  Note 2
    ORGANIZATION:   6




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 3
    STOCK-BASED
    COMPENSATION:  Stock
    Options
    Stock Options

SharesOutstanding at December 31, 2007


312,916Granted


54,600Forfeited


(634
)Expired


(166
)Exercised


(9,468
)Outstanding at June 30, 2008


357,248Exercisable at June 30, 2008


226,036     2008Risk-free interest rate


2.81
%Expected dividend yield


0.00
%Expected lives (in years)


4.0Expected volatility


41.00
%   Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2007


124,642Granted


61,162Vested


(26,635
)Nonvested at June 30, 2008


159,169   Performance
    Share Awards
   7




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##### Table of Contents



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


Maximum SharesPerformance Share Awards

Granted


Eligible to ReceiveOustanding at December 31, 2007






Granted


28,500



57,000Outstanding at June 30, 2008


28,500



57,000   Note 4
    INCOME
    TAXES:         8




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Note 5
    EARNINGS
    PER SHARE:  Earnings Per Share
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Numerator:Net income

$
18,613


$
20,950


$
40,850


$
43,023Denominator:Basic weighted-average shares outstanding


22,835,487



22,924,717



22,899,615



22,895,028Effect of diluted securities


212,554



252,924



251,746



264,927Diluted weighted-average shares outstanding


23,048,041



23,177,641



23,151,361



23,159,955Earnings per share:Basic

$
0.82


$
0.91


$
1.78


$
1.88Diluted

$
0.81


$
0.90


$
1.76


$
1.86     Note 6
    INVENTORIES:  last-in, first-in,
 9




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    June 30,


December 31,2008


2007Raw materials and supplies

$
125,761


$
114,967Work-in-process
    and finished goods


269,457



267,462LIFO reserve


(77,984
)


(85,870
)Total inventories

$
317,234


$
296,559     Note 7
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:  Goodwill and Intangible
    Assets
  Goodwill.
  December 31,


Translation


June 30,2007


Adjustment


2008Titanium Group

$
2,548


$



$
2,548Fabrication & Distribution Group


48,221



(421
)


47,800Total goodwill

$
50,769


$
(421
)

$
50,348   Intangibles.
    December 31,





Translation


June 30,2007


Amortization


Adjustment


2008Titanium Group

$



$



$



$
Fabrication & Distribution Group


17,476



(513
)


(514
)


16,449Total intangible assets

$
17,476


$
(513
)

$
(514
)

$
16,449  10




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 8
    BILLINGS
    IN EXCESS OF COSTS AND ESTIMATED EARNINGS:    Note 9
    OTHER
    INCOME (EXPENSE):    Note 10
    EMPLOYEE
    BENEFIT PLANS:    Pension Benefits


Other Post-Retirement BenefitsThree Months


Six Months


Three Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2008


2007


2008


2007


2008


2007


2008


2007Service cost

$
485


$
503


$
970


$
1,006


$
129


$
121


$
258


$
242Interest cost


1,783



1,728



3,566



3,456



505



508



1,010



1,015Expected return on plan assets


(2,218
)


(2,019
)


(4,436
)


(4,038
)














Amortization of prior service cost


206



173



412



347



304



303



607



607Amortization of unrealized gains and losses


537



557



1,074



1,113















Net periodic benefit cost

$
793


$
942


$
1,586


$
1,884


$
938


$
932


$
1,875


$
1,864     Note 11
    COMMITMENTS
    AND CONTINGENCIES:   11




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies
          Environmental


EnvironmentalAssets


LiabilitiesBalance at December 31, 2007

$
863


$
(2,874
)Environmental-related income (expense)


2



(399
)Cash paid (received)


(14
)


362Balance at June 30, 2008

$
851


$
(2,911
)    12




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##### Table of Contents



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




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Other
    Matters
    Note 12
    LONG-TERM
    DEBT:    June 30, 2008


December 31, 2007RTI Claro credit agreement

$
14,838


$
15,862Interest-free loan agreement


3,634



1,734Total debt

$
18,472


$
17,596Less: Current portion


(1,299
)


(1,090
)Long-term debt

$
17,173


$
16,506   Note 13
    SEGMENT
    REPORTING:      just-in-time
   14




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net sales:Titanium Group

$
52,374


$
62,690


$
107,501


$
115,858Intersegment sales


43,579



44,001



90,668



94,000Total Titanium Group net sales


95,953



106,691



198,169



209,858Fabrication & Distribution Group


107,455



91,356



202,976



183,745Intersegment sales


1,700



1,573



3,605



3,785Total Fabrication & Distribution Group net sales


109,155



92,929



206,581



187,530Eliminations


45,279



45,574



94,273



97,785Total consolidated net sales

$
159,829


$
154,046


$
310,477


$
299,603Operating income:Titanium Group before corporate allocations

$
21,330


$
24,161


$
52,687


$
48,874Corporate allocations


(2,897
)


(2,502
)


(5,902
)


(5,917
)Total Titanium Group operating income


18,433



21,659



46,785



42,957Fabrication & Distribution Group before corporate
    allocations


16,804



13,875



26,125



30,348Corporate allocations


(4,343
)


(3,620
)


(8,790
)


(8,505
)Total Fabrication & Distribution Group operating income


12,461



10,255



17,335



21,843Total consolidated operating income

$
30,894


$
31,914


$
64,120


$
64,800Income before income taxes:Titanium Group

$
18,632


$
22,475


$
47,535


$
44,468Fabrication & Distribution Group


11,491



10,174



16,662



21,362Total consolidated income before income taxes

$
30,123


$
32,649


$
64,197


$
65,830   June 30,


December 31,2008


2007Total assets:Titanium Group

$
321,858


$
281,238Fabrication & Distribution Group


404,851



372,398General corporate assets


80,917



101,648Total consolidated assets

$
807,626


$
755,284  15




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 14
    FAIR
    VALUE MEASUREMENTS:  Fair Value Measurements
    Note 15
    NEW
    ACCOUNTING STANDARDS:  No. FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2). FAS 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  Business Combinations
 16




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
 17




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    statements regarding the future availability and prices of raw
    materials,
    competition in the titanium industry,
    demand for the Companys products,
    the historic cyclicality of the titanium and commercial
    aerospace industries,
    changes in defense spending,
    the success of new market development,
    long-term supply agreements,
    the impact of Boeing 787 production delays,
    legislative challenges to the Specialty Metals Clause of the
    Berry Amendment,
    labor matters,
    global economic activities and election year uncertainties,
    outcome of pending U.S. Customs investigation,
    the successful completion of our expansion projects,
    the Companys order backlog and the conversion of that
    backlog into revenue, and
    other statements contained herein that are not historical facts.    Overview
   18




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##### Table of Contents



Three
    Months Ended June 30, 2008 Compared To Three Months Ended
    June 30, 2007
  Net Sales.
  Three Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
52.4


$
62.7


$
(10.3
)


−16.4
%Fabrication & Distribution Group


107.4



91.3



16.1



17.6
%Total consolidated net sales

$
159.8


$
154.0


$
5.8



3.8
%      19




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##### Table of Contents



Gross Profit.
  Three Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
24.0


$
26.1


$
(2.1
)


−8.0
%Fabrication & Distribution Group


25.2



21.2



4.0



18.9
%Total consolidated gross profit

$
49.2


$
47.3


$
1.9



4.0
%       Selling, General, and Administrative
    Expenses.
  Three Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
5.0


$
4.1


$
0.9



22.0
%Fabrication & Distribution Group


12.8



10.9



1.9



17.4
%Total consolidated SG&A expenses

$
17.8


$
15.0


$
2.8



18.7
%     Research, Technical, and Product Development
    Expenses.
 20




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##### Table of Contents



Operating Income.
  Three Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
18.4


$
21.6


$
(3.2
)


−14.8
%Fabrication & Distribution Group


12.5



10.3



2.2



21.4
%Total operating income

$
30.9


$
31.9


$
(1.0
)


−3.1
%       Other Expense.
  Interest Income and Interest Expense.
  Provision for Income Taxes.
  Six
    Months Ended June 30, 2008 Compared To Six Months Ended
    June 30, 2007
  Net Sales.
  Six MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
107.5


$
115.9


$
(8.4
)


−7.2
%Fabrication & Distribution Group


203.0



183.7



19.3



10.5
%Total consolidated net sales

$
310.5


$
299.6


$
10.9



3.6
%  21




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##### Table of Contents



Gross Profit.
  Six MonthsEndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
57.6


$
52.8


$
4.8



9.1
%Fabrication & Distribution Group


43.7



46.1



(2.4
)


−5.2
%Total consolidated gross profit

$
101.3


$
98.9


$
2.4



2.4
%       Selling, General, and Administrative
    Expenses.
  Six Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
9.8


$
9.1


$
0.7



7.7
%Fabrication & Distribution Group


26.3



24.1



2.2



9.1
%Total consolidated SG&A expenses

$
36.1


$
33.2


$
2.9



8.7
%    22




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##### Table of Contents



Research, Technical, and Product Development
    Expenses.
  Operating Income.
  Six Months EndedJune 30,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
46.8


$
43.0


$
3.8



8.8
%Fabrication & Distribution Group


17.3



21.8



(4.5
)


−20.6
%Total operating income

$
64.1


$
64.8


$
(0.7
)


−1.1
%       Other Expense.
  Interest Income and Interest Expense.
  Provision for Income Taxes.
  Liquidity
    and Capital Resources
   23




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##### Table of Contents



Cash provided by operating activities.
  Cash used by investing activities.
  Cash provided by (used in) financing
    activities.
  Duty
    Drawback Investigation
        Accounting for Contingencies
 24




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##### Table of Contents



Backlog
    New
    Accounting Standards
  Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157 FAS 157-2). FAS 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 instrument-by-instrument
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
 25




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##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.  Rules 13a-15(e) 15d-15(e)
   26




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1A.
    Risk
    Factors.  Form 10-K Form 10-K,
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.  (c)
  Maximum DollarTotal Number of


Value of Shares thatShares Purchased as


May Yet Be PurchasedTotal Number





Part of Publicly


Under the Plans orof Shares


Average Price


Announced Plans or


Programs (inPurchased(1)


Paid Per Share


Programs(2)


thousands)(3)April 2008





$







$
2,973May 2008





$







$
2,973June 2008


99


$
36.40






$
2,973Total


99


$
36.40



     (1)
    
    Shares were repurchased under (i) the Companys share
    repurchase program approved by the Board of Directors on
    April 30, 1999, and (ii) a program that allows
    employees to surrender shares to the Company to pay tax
    liabilities associated with the vesting of restricted stock
    awards under the 2004 Stock Plan. The share repurchase program
    authorizes the repurchase of up to $15 million of RTI
    Common Stock. There is no expiration date specified for the
    share repurchase program.(2)
    
    Includes only shares reacquired under the Companys
    $15 million share repurchase program.(3)
    
    Amounts in this column reflect amounts remaining under the
    Companys $15 million share repurchase program.     27




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders.    
    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.  Nominee

For


WithheldCraig R. Andersson


19,023,072



226,457Daniel I. Booker


19,023,710



225,819Donald P. Fusilli, Jr.


19,156,134



93,395Ronald L. Gallatin


19,023,110



226,419Charles C. Gedeon


19,023,172



226,357Robert M. Hernandez


19,024,271



225,258Dawne S. Hickton


19,025,067



224,462Edith E. Holiday


19,076,808



172,721Michael C. Wellham


19,025,035



224,494James A. Williams


19,157,484



92,045   
    The appointment of PricewaterhouseCoopers LLP as the
    Companys independent registered public accounting firm for
    2008 was ratified.  For

Against

AbstainRatification of independent registered public accounting firm


19,021,755



218,443



9,335   Item 6.
    Exhibits.   28




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##### Table of Contents



SIGNATURES        By
    /s/  William
    T. Hull   Senior Vice President and Chief Financial Officer
 29




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Form of indemnification agreement, filed herewith.31
.1

Certification of Chief Executive Officer required by
    Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    filed herewith.31
.2

Certification of Principal Financial Officer required by
    Item 307 of
    Regulation S-K
    as promulgated by the Securities and Exchange Commission and
    pursuant to Section 302 of Sarbanes-Oxley Act of 2002,
    filed herewith.32
.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.32
.2

Certification of Principal Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002, filed
    herewith.  30