##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-Q
    þ
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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
  Rule 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 Months Ended March 31, 2008 and 2007


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


3Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2008 and 2007


4Condensed Consolidated Statement of Comprehensive Income and Shareholders Equity (Unaudited) for the Three Months Ended March 31, 2008


5Condensed Notes to Consolidated Financial Statements


6Item 2.

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


17Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


22Item 4.

Controls and Procedures


22PART II  OTHER INFORMATIONItem 1A.

Risk Factors


23Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


23Item 6.

Exhibits


23Signatures


24EX-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 EndedMarch 31,2008


2007Net sales

$
150,648


$
145,557Cost and expenses:Cost of sales


98,590



94,012Selling, general, and administrative expenses


18,308



18,198Research, technical, and product development expenses


524



461Operating income


33,226



32,886Other income (expense)


295



(541
)Interest income


903



1,136Interest expense


(350
)


(300
)Income before income taxes


34,074



33,181Provision for income taxes


11,837



11,108Net income

$
22,237


$
22,073Earnings per share:Basic

$
0.97


$
0.97Diluted

$
0.96


$
0.95Weighted-average shares outstanding:Basic


22,946,511



22,869,493Diluted


23,186,958



23,153,573   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 SUBSIDIARIES
 Condensed
    Consolidated Balance Sheets
    (Unaudited)
    (In thousands, except share and per share amounts) March 31,


December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
92,439


$
107,505Receivables, less allowance for doubtful accounts of $591 and
    $613


103,156



102,073Inventories, net


320,122



296,559Deferred income taxes


13,191



12,969Other current assets


4,206



2,951Total current assets


533,114



522,057Property, plant, and equipment, net


172,209



157,355Goodwill


50,202



50,769Other intangible assets, net


16,524



17,476Deferred income taxes


9,230



6,059Other noncurrent assets


1,455



1,568Total assets

$
782,734


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

$
46,156


$
46,666Accrued wages and other employee costs


20,519



22,028Billings in excess of costs and estimated earnings


32,377



21,573Income taxes payable


11,398



Current portion of long-term debt


1,074



1,090Current liability for post-retirement benefits


2,660



2,660Current liability for pension benefits


1,843



5,962Other accrued liabilities


14,798



16,171Total current liabilities


130,825



116,150Long-term debt


15,549



16,506Noncurrent liability for post-retirement benefits


31,449



31,019Noncurrent liability for pension benefits


8,563



8,526Deferred income taxes


69



69Other noncurrent liabilities


7,598



7,230Total liabilities


194,053



179,500Commitments and ContingenciesShareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized; 23,665,330 and 23,610,746 shares issued;
    22,981,555 and 23,105,708 shares outstanding


237



236Additional paid-in capital


303,954



302,075Treasury stock, at cost; 683,775 and 505,038 shares


(16,888
)


(7,801
)Accumulated other comprehensive loss


(22,500
)


(20,367
)Retained earnings


323,878



301,641Total shareholders equity


588,681



575,784Total liabilities and shareholders equity

$
782,734


$
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 SUBSIDIARIES



Condensed
    Consolidated Statements of Cash Flows

(Unaudited)



(In thousands) Three Months EndedMarch 31,2008


2007OPERATING ACTIVITIES:Net income

$
22,237


$
22,073Adjustment for non-cash items included in net income:Depreciation and amortization


4,730



3,605Deferred income taxes


(3,558
)


(5,803
)Stock-based compensation


1,492



3,360Excess tax benefits from stock-based compensation activity


(290
)


(2,786
)Other


2



513Changes in assets and liabilities:Receivables


(768
)


(3,911
)Inventories


(23,565
)


(20,757
)Accounts payable


(1,000
)


11,679Income taxes payable


12,119



8,327Billings in excess of costs and estimated earnings


11,067



(2,895
)Other current liabilities


(8,678
)


1,442Other assets and liabilities


1,482



770Cash provided by operating activities


15,270



15,617INVESTING ACTIVITIES:Proceeds from disposal of property, plant, and equipment






20Purchase of investments






(330
)Capital expenditures


(20,975
)


(14,870
)Cash used in investing activities


(20,975
)


(15,180
)FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


84



1,195Excess tax benefits from stock-based compensation activity


290



2,786Borrowings on long-term debt






1,549Repayments on long-term debt


(283
)


Purchase of common stock held in treasury


(9,086
)


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


(8,995
)


3,956Effect of exchange rate changes on cash and cash equivalents


(366
)


(138
)Increase (decrease) in cash and cash equivalents


(15,066
)


4,255Cash and cash equivalents at beginning of period


107,505



40,026Cash and cash equivalents at end of period

$
92,439


$
44,281   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 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











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


















22,237











22,237Foreign currency translation


























(2,786
)


(2,786
)Benefit plan amortization






















653







653Comprehensive income






























20,104Shares issued for restricted stock award plans


47,250



1























1Stock-based compensation expense recognized










1,492



















1,492Treasury stock purchased at cost


(178,737
)










(9,087
)














(9,087
)Exercise of employee options


7,334







84



















84Tax benefits from stock-based compensation activity










303



















303Balance at March 31, 2008


22,981,555


$
237


$
303,954


$
(16,888
)

$
323,878


$
(29,719
)

$
7,219


$
588,681   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


(7,334
)Outstanding at March 31, 2008


359,382Exercisable at March 31, 2008


228,170     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


47,250Vested


(21,023
)Nonvested at March 31, 2008


150,869   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 March 31, 2008


28,500



57,000   Note 4
    INCOME
    TAXES:          Note 5
    EARNINGS
    PER SHARE:  Earnings Per Share
 8




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
    Three Months EndedMarch 31,2008


2007Numerator:Net income

$
22,237


$
22,073Denominator:Basic weighted-average shares outstanding


22,946,511



22,869,493Effect of diluted securities


240,447



284,080Diluted weighted-average shares outstanding


23,186,958



23,153,573Earnings per share:Basic

$
0.97


$
0.97Diluted

$
0.96


$
0.95     Note 6
    INVENTORIES:  last-in, first-in,
  March 31,


December 31,2008


2007Raw materials and supplies

$
118,727


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


280,527



267,462LIFO reserve


(79,132
)


(85,870
)Total inventories

$
320,122


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


Translation


March 31,2007


Adjustment


2008Titanium Group

$
2,548


$



$
2,548Fabrication & Distribution Group


48,221



(567
)


47,654Total goodwill

$
50,769


$
(567
)

$
50,202   Intangibles.
    December 31,





Translation


March 31,2007


Amortization


Adjustment


2008Titanium Group

$



$



$



$
Fabrication & Distribution Group


17,476



(259
)


(693
)


16,524Total intangible assets

$
17,476


$
(259
)

$
(693
)

$
16,524   Note 8
    BILLINGS
    IN EXCESS OF COSTS AND ESTIMATED EARNINGS:    Note 9
    OTHER
    INCOME (EXPENSE):   10




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 10
    EMPLOYEE
    BENEFIT PLANS:    Other Post-Pension Benefits


Retirement Benefits2008


2007


2008


2007Service cost

$
485


$
503


$
129


$
121Interest cost


1,783



1,728



505



508Expected return on plan assets


(2,218
)


(2,019
)






Amortization of prior service cost


206



173



303



303Amortization of unrealized gains and losses


537



557







Net periodic benefit cost

$
793


$
942


$
937


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


EnvironmentalAssets


LiabilitiesBalance at December 31, 2007

$
863


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






(392
)Cash paid (received)






327Balance at March 31, 2008

$
863


$
(2,939
)     Duty
    Drawback Investigation
        Accounting for
    Contingencies,
 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)
      Other
    Matters
    Note 12
    LONG-TERM
    DEBT:    March 31, 2008


December 31, 2007RTI Claro credit agreement

$
14,959


$
15,862Interest-free loan agreement


1,664



1,734Total debt


16,623



17,596Less: Current portion

$
(1,074
)

$
(1,090
)Long-term debt

$
15,549


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




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
      Three Months Ended March 31,2008


2007Net sales:Titanium Group

$
55,127


$
53,168Intersegment sales


47,089



49,999Total Titanium Group net sales


102,216



103,167Fabrication & Distribution Group


95,521



92,389Intersegment sales


1,905



2,212Total Fabrication & Distribution Group net sales


97,426



94,601Eliminations


48,994



52,211Total consolidated net sales

$
150,648


$
145,557Operating income:Titanium Group before corporate allocations

$
31,357


$
22,958Corporate allocations


(3,005
)


(1,657
)Total Titanium Group operating income


28,352



21,301Fabrication & Distribution Group before corporate
    allocations


9,321



15,308Corporate allocations


(4,447
)


(3,723
)Total Fabrication & Distribution Group operating income


4,874



11,585Total consolidated operating income

$
33,226


$
32,886Income before income taxes:Titanium Group

$
28,903


$
21,988Fabrication & Distribution Group


5,171



11,193Total consolidated income before income taxes

$
34,074


$
33,181   March 31,


December 31,2008


2007Total assets:Titanium Group

$
293,316


$
281,238Fabrication & Distribution Group


395,958



372,398General corporate assets


93,460



101,648Total consolidated assets

$
782,734


$
755,284  14




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##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
    Condensed Notes to Consolidated Financial Statements
    (Unaudited)
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
  Note 14
    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
 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)
  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
 16




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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,
    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
       17




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##### Table of Contents



Three
    Months Ended March 31, 2008 Compared To Three Months Ended
    March 31, 2007
  Net Sales.
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
55.1


$
53.2


$
1.9



3.6
%Fabrication & Distribution Group


95.5



92.4



3.1



3.4
%Total consolidated net sales

$
150.6


$
145.6


$
5.0



3.4
%       Gross Profit.
  Three Months EndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
33.6


$
26.7


$
6.9



25.8
%Fabrication & Distribution Group


18.5



24.8



(6.3
)


25.4
%Total consolidated gross profit

$
52.1


$
51.5


$
0.6



1.2
%    18




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##### Table of Contents



Selling, General, and Administrative
    Expenses.
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
4.8


$
5.0


$
(0.2
)


4.0
%Fabrication & Distribution Group


13.5



13.2



0.3



2.3
%Total consolidated SG&A expenses

$
18.3


$
18.2


$
0.1



0.5
%     Research, Technical, and Product Development
    Expenses.
  Operating Income.
  Three MonthsEndedMarch 31,


$ Increase/


% Increase/(In millions except percents)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
28.3


$
21.3


$
7.0



32.9
%Fabrication & Distribution Group


4.9



11.6



(6.7
)


57.8
%Total operating income

$
33.2


$
32.9


$
0.3



0.9
%       Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Taxes.
 19




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##### Table of Contents



Liquidity
    and Capital Resources
    Cash provided by operating activities.
  Cash used by investing activities.
  Cash provided by (used in) financing
    activities.
  Duty
    Drawback Investigation
         20




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##### Table of Contents



Accounting for Contingencies
    Backlog
    Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies
         21




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##### Table of Contents



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
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.  Rules 13a-15(e) 15d-15(e)
   22




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##### Table of Contents



PART II 
    OTHER INFORMATION Item 1A.  Risk
    Factors.  Form 10-K Form 10-K,
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    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)January 2008


1,761


$
51.95






$
11,968February 2008


34,900


$
54.93



34,900


$
10,051March 2008


142,076


$
49.82



142,076


$
2,973Total


178,737


$
50.84



176,976     (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.(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.      Item 6.
    Exhibits.   23




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##### Table of Contents



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




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Form of Performance Share Award, incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for the event dated January 25, 2008.10
.2

Master Supply Agreement, dated March 25, 2008, between RTI
    Hamilton, Inc. and Tronox LLC, incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for the event dated March 25, 2008.31
.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.  25