##### 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, 2007
   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.)1000 Warren Avenue, Niles, Ohio(Address of principal executive offices)

44446(Zip Code)   (330) 544-7700
 Registrants telephone number,
    including area code:
   Yes þ     No o
  Rule 12b-2
 þ o 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, 2007 and 2006


2Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2007 and December 31, 2006


3Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three and Six Months Ended June 30, 2007 and 2006


4Condensed Consolidated Statement of Shareholders Equity (Unaudited) for the Six Months Ended June 30, 2007


5Condensed Notes to Consolidated Financial Statements


6Item 2.

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


16Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


23Item 4.

Controls and
    Procedures


23PART IIOTHER
    INFORMATIONItem 1.

Legal
    Proceedings


24Item 1A.

Risk
    Factors


24Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


24Item 4.

Submission of
    Matters to a Vote of Security Holders


25Item 6.

Exhibits


25Signatures


26EX-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 SUBSIDIARIESCondensed Consolidated Statements of Operations(Unaudited)
    (In thousands, except share and per share amounts)
  Three Months Ended


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Net sales

$
154,046


$
117,667


$
299,603


$
232,746Cost and expenses:Cost of sales


106,720



80,478



200,732



161,330Selling, general, and
    administrative expenses


15,021



13,497



33,219



30,132Research, technical, and product
    development expenses


391



387



852



845Operating income


31,914



23,305



64,800



40,439Other income (expense)


(364
)


232



(905
)


253Interest income


1,311



616



2,447



1,125Interest expense


(212
)


(103
)


(512
)


(223
)Income before income taxes


32,649



24,050



65,830



41,594Provision for income taxes


11,699



8,923



22,807



15,725Net income


20,950



15,127



43,023



25,869Earnings per share:Basic

$
0.91


$
0.67


$
1.88


$
1.14Diluted

$
0.90


$
0.66


$
1.86


$
1.12Weighted-average shares
    outstanding:Basic


22,924,717



22,649,637



22,895,028



22,602,552Diluted


23,177,641



23,030,340



23,159,955



23,015,942   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 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
27,249


$
40,026Investments


78,440



85,035Receivables, less allowance for
    doubtful accounts of $689 and $1,548


107,696



92,517Inventories, net


278,938



241,638Deferred income taxes


822



2,120Other current assets


7,024



5,818Total current assets


500,169



467,154Property, plant, and equipment, net


125,069



102,470Goodwill


49,716



48,622Other intangible assets, net


16,657



15,581Deferred income taxes


9,871



9,076Other noncurrent assets


988



1,010Total assets

$
702,470


$
643,913LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
41,925


$
34,055Accrued wages and other employee
    costs


14,382



17,475Billings in excess of costs and
    estimated earnings


22,316



21,147Income taxes payable






5,253Deferred income taxes






10,255Current portion of long-term debt


504



459Current liability for
    post-retirement benefits


2,783



2,783Current liability for pension
    benefits


580



580Other accrued liabilities


19,481



9,436Total current liabilities


101,971



101,443Long-term debt


16,323



13,270Non-current liability for
    post-retirement benefits


32,951



32,445Non-current liability for pension
    benefits


22,128



22,285Deferred income taxes


2,611



5,422Other noncurrent liabilities


7,279



6,867Total liabilities


183,263



181,732Shareholders equity:Common stock, $0.01 par
    value; 50,000,000 shares authorized; 23,586,961 and
    23,440,127 shares issued; 23,094,000 and
    22,967,284 shares outstanding


236



234Additional paid-in capital


298,930



289,448Treasury stock, at cost; 492,961
    and 472,843 shares


(6,859
)


(5,285
)Accumulated other comprehensive
    loss


(25,133
)


(31,226
)Retained earnings


252,033



209,010Total shareholders equity


519,207



462,181Total liabilities and
    shareholders equity

$
702,470


$
643,913   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 30,2007


2006OPERATING ACTIVITIES:Net income

$
43,023


$
25,869Adjustment for non-cash items
    included in net income:Depreciation and amortization


7,241



7,134Deferred income taxes


(13,165
)


Stock-based compensation


4,306



3,046Excess tax benefits from
    stock-based compensation activity


(3,477
)


(2,918
)Other


(854
)


259Changes in assets and liabilities:Receivables


(12,748
)


(9,910
)Inventories


(35,293
)


(13,006
)Accounts payable


9,336



966Income taxes payable


(3,524
)


(204
)Billings in excess of costs and
    estimated earnings


1,169



(3,331
)Other current liabilities


11,583



22Other assets and liabilities


(4,697
)


1,943Cash provided by operating
    activities


2,900



9,870INVESTING ACTIVITIES:Proceeds from disposal of
    property, plant, and equipment


523



4Purchase of investments


(840
)


Proceeds from sale of investments


7,435



2,410Capital expenditures


(27,045
)


(9,224
)Cash used by investing activities


(19,927
)


(6,810
)FINANCING ACTIVITIES:Proceeds from exercise of employee
    stock options


1,526



2,097Excess tax benefits from
    stock-based compensation activity


3,477



2,918Borrowings under credit agreements


1,578



Purchase of common stock held in
    treasury


(1,574
)


(882
)Cash provided by financing
    activities


5,007



4,133Effect of exchange rate changes on
    cash and cash equivalents


(757
)


(6
)Increase (decrease) in cash and
    cash equivalents


(12,777
)


7,187Cash and cash equivalents at
    beginning of period


40,026



53,353Cash and cash equivalents at end
    of period

$
27,249


$
60,540   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 Changes In
    Shareholders Equity(Unaudited)
    (In thousands, except share amounts)
  Accum.Shares of














OtherCommon





Additional








CompStock


Common


Paid in


Treasury


Retained


Income/





ComprehensiveOutstanding


Stock


Capital


Stock


Earnings


(Loss)


Total


IncomeBalance at December 31, 2006


22,967,284


$
234


$
289,448


$
(5,285
)

$
209,010


$
(31,226
)

$
462,181Shares issued for directors
    compensation


5,279























Shares issued for restricted stock
    award plans


53,946



1



















1Stock-based compensation expense
    recognized










4,306















4,306Treasury stock purchased at cost


(20,118
)










(1,574
)










(1,574
)Exercise of employee options


87,609



1



1,525















1,526Tax benefits from stockbased
    compensation activity










3,651















3,651Net income


















43,023







43,023


$
43,023Benefit plan amortization






















1,331



1,331



1,331Foreign currency translation






















4,762



4,762



4,762Comprehensive income





























$
49,116Balance at June 30, 2007


23,094,000


$
236


$
298,930


$
(6,859
)

$
252,033


$
(25,133
)

$
519,207   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 SUBSIDIARIESCondensed 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,
    2006


403,194Granted


62,700Forfeited


(3,235
)Expired


(2,433
)Exercised


(87,609
)Outstanding at June 30, 2007


372,617Exercisable at June 30, 2007


234,436     2007Risk-free interest rate


4.84
%Expected dividend yield


0.00
%Expected lives (in years)


5.0Expected volatility


42.00
%   Restricted
    Stock
    Nonvested Restricted Stock Awards

SharesNonvested at December 31, 2006


166,254Granted


59,225Vested


(74,353
)Nonvested at June 30, 2007


151,126   Note 4
    INCOME
    TAXES:     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)
        Accounting for Uncertainty in
    Income Taxesan interpretation of FASB Statement 109
       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 June 30,


Six Months Ended June 30,2007


2006


2007


2006Numerator:Net income

$
20,950


$
15,127


$
43,023


$
25,869Denominator:Basic weighted-average shares
    outstanding


22,924,717



22,649,637



22,895,028



22,602,552Effect of diluted securities


252,924



380,703



264,927



413,390Diluted weighted-average shares
    outstanding


23,177,641



23,030,340



23,159,955



23,015,942Earnings per share:Basic

$
0.91


$
0.67


$
1.88


$
1.14Diluted

$
0.90


$
0.66


$
1.86


$
1.12     Note 6
    INVENTORIES:  last-in, first-in,
  June 30,


December 31,2007


2006Raw materials and supplies

$
99,044


$
70,662Work-in-process
    and finished goods


258,270



210,629LIFO reserve


(78,376
)


(39,653
)Total inventories

$
278,938


$
241,638  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.
  TranslationAdjustment/December 31, 2006


Other


June 30, 2007Titanium Group

$
2,591


$
(43
)

$
2,548Fabrication &
    Distribution Group


46,031



1,137



47,168Total goodwill

$
48,622


$
1,094


$
49,716   Intangibles.
    TranslationDecember 31, 2006


Amortization


Adjustment


June 30, 2007Titanium Group

$



$



$



$
Fabrication &
    Distribution Group


15,581



(448
)


1,524



16,657Total intangible assets

$
15,581


$
(448
)

$
1,524


$
16,657   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:    Pension Benefits


Other Post-Retirement BenefitsThree Months


Six Months


Three Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2007


2006


2007


2006


2007


2006


2007


2006Service cost

$
503


$
509


$
1,006


$
1,018


$
121


$
112


$
242


$
224Interest cost


1,728



1,619



3,456



3,238



507



397



1,015



795Expected return on plan assets


(2,019
)


(2,014
)


(4,038
)


(4,029
)














Amortization of prior service cost


174



208



347



416



304



44



607



88Amortization of unrealized gains
    and losses


556



621



1,113



1,242







96







193Net periodic benefit cost

$
942


$
943


$
1,884


$
1,885


$
932


$
649


$
1,864


$
1,300   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, 2006

$
1,252


$
(3,553
)Environmental-related income
    (expense)


319



(997
)Cash paid (received)


(387
)


926Balance at June 30, 2007

$
1,184


$
(3,624
)     Other
    Matters
        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)
      Note 12
    LONG-TERM
    DEBT:    June 30, 2007


December 31, 2006RTI Claro credit agreement

$
15,218


$
13,729Interest-free loan agreement


1,609



Total debt


16,827



13,729Less: Current portion


(504
)


(459
)Long-term debt

$
16,323


$
13,270     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


Six Months EndedJune 30,


June 30,2007


2006


2007


2006Net sales:Titanium Group

$
62,690


$
51,437


$
115,858


$
100,187Intersegment sales


44,001



33,717



94,000



64,858Total Titanium Group net sales


106,691



85,154



209,858



165,045Fabrication &
    Distribution Group


91,356



66,230



183,745



132,559Intersegment sales


1,573



1,524



3,785



3,310Total Fabrication &
    Distribution Group net sales


92,929



67,754



187,530



135,869Eliminations


45,574



35,241



97,785



68,168Total consolidated net sales

$
154,046


$
117,667


$
299,603


$
232,746Operating income:Titanium Group before corporate
    allocations

$
24,161


$
18,661


$
48,874


$
33,648Corporate allocations


(2,502
)


(1,650
)


(5,917
)


(4,817
)Total Titanium Group operating
    income


21,659



17,011



42,957



28,831Fabrication &
    Distribution Group before corporate allocations


13,875



9,880



30,348



20,376Corporate allocations


(3,620
)


(3,586
)


(8,505
)


(8,768
)Total Fabrication &
    Distribution Group operating income


10,255



6,294



21,843



11,608Total consolidated operating income

$
31,914


$
23,305


$
64,800


$
40,439Income before income
    taxes:Titanium Group

$
22,475


$
17,282


$
44,468


$
29,426Fabrication &
    Distribution Group


10,174



6,768



21,362



12,168Total consolidated income before
    income taxes

$
32,649


$
24,050


$
65,830


$
41,594   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)
  June 30,


December 31,2007


2006Total assets:Titanium Group

$
252,432


$
228,305Fabrication &
    Distribution Group

$
343,844



294,436General corporate assets

$
106,194



121,172Total consolidated assets

$
702,470


$
643,913   Note 14
    NEW
    ACCOUNTING STANDARDS:  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 instrument-by-instrument
 15




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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,
    waivers to and legislative challenges to the Specialty Metals
    Clause of the Berry Amendment,
    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
       16




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##### Table of Contents



Duty
    Drawback Investigation
        Accounting for
    Contingencies
 17




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##### Table of Contents



Three
    Months Ended June 30, 2007 Compared To Three Months Ended
    June 30, 2006
  Net Sales.
  Three Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
62.7


$
51.4


$
11.3



22.0
%Fabrication &
    Distribution Group


91.3



66.3



25.0



37.7
%Total consolidated net sales

$
154.0


$
117.7


$
36.3



30.8
%       Gross Profit.
  Three Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
26.1


$
20.5


$
5.6



27.3
%Fabrication &
    Distribution Group


21.2



16.7



4.5



26.9
%Total consolidated gross profit

$
47.3


$
37.2


$
10.1



27.2
%       Selling, General, and Administrative
    Expenses.
  Three Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
4.1


$
3.1


$
1.0



32.3
%Fabrication &
    Distribution Group


10.9



10.4



0.5



4.8
%Total consolidated SG&A
    expenses

$
15.0


$
13.5


$
1.5



11.1
%     Research, Technical, and Product Development
    Expenses.
 18




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##### Table of Contents



Operating Income.
  Three Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
21.6


$
17.0


$
4.6



27.1
%Fabrication &
    Distribution Group


10.3



6.3



4.0



63.5
%Total operating income

$
31.9


$
23.3


$
8.6



36.9
%       Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Taxes.
  Six
    Months Ended June 30, 2007 Compared To Six Months Ended
    June 30, 2006
  Net Sales.
  Six MonthsEnded June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
115.9


$
100.2


$
15.7



15.7
%Fabrication &
    Distribution Group


183.7



132.5



51.2



38.6
%Total consolidated net sales

$
299.6


$
232.7


$
66.9



28.7
%      19




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##### Table of Contents



Gross Profit.
  Six Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
52.8


$
37.6


$
15.2



40.4
%Fabrication &
    Distribution Group


46.1



33.8



12.3



36.4
%Total consolidated gross profit

$
98.9


$
71.4


$
27.5



38.5
%       Selling, General, and Administrative
    Expenses.
  Six Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
9.1


$
8.0


$
1.1



13.8
%Fabrication &
    Distribution Group


24.1



22.1



2.0



9.0
%Total consolidated SG&A
    expenses

$
33.2


$
30.1


$
3.1



10.3
%     Research, Technical, and Product Development
    Expenses.
  Operating Income.
  Six Months Ended June 30,


$ Increase/


% Increase/(In millions except percents)

2007


2006


(Decrease)


(Decrease)Titanium Group

$
43.0


$
28.8


$
14.2



49.3
%Fabrication &
    Distribution Group


21.8



11.6



10.2



87.9
%Total operating income

$
64.8


$
40.4


$
24.4



60.4
%      20




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##### Table of Contents



Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Taxes.
  Outlook
           21




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##### Table of Contents



Backlog.
  Liquidity
    and Capital Resources
    Cash provided by operating activities.
  Cash used by investing activities.
  Cash provided by financing activities.
  Credit
    Agreement
    Environmental
    Matters
  96-1, Environmental Remediation Liabilities Accounting for Contingencies
     22




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##### Table of Contents



New
    Accounting Standards
  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    109.
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities-Including an amendment of FASB Statement
    No. 115 (SFAS 159). instrument-by-instrument
  Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K
  Item 4.
    Controls
    and Procedures.  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
 23




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##### Table of Contents



PART IIOTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.    Accounting for Contingencies
  Item 1A.
    Risk
    Factors.  Form 10-K Form 10-K,
  The
    outcome of the U.S. Customs investigation of our previously
    filed duty drawback claims.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.     24




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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


20,515,673



2,031,116Daniel I. Booker


20,515,460



2,031,329Donald P. Fusilli, Jr.


20,835,549



1,711,240Ronald L. Gallatin


20,516,323



2,030,466Charles C. Gedeon


20,516,493



2,030,296Robert M. Hernandez


20,514,870



2,031,919Dawne S. Hickton


20,532,629



2,014,160Edith E. Holiday


20,817,217



1,729,572Michael C. Wellham


20,541,665



2,005,124James A. Williams


20,834,979



1,711,810   
    The appointment of PricewaterhouseCoopers LLP as the
    Companys independent registered public accounting firm for
    2007 was ratified.  For


Against


AbstainRatification of independent
    registered public accounting firm


22,444,858



22,583



79,349   Item 6.
    Exhibits.   25




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##### Table of Contents



SIGNATURES         By
    /s/  William
    T. Hull   Senior Vice President and Chief Financial Officer
 26




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description10
.1

Amendment to Long-Term Supply
    Agreement, dated May 30, 2007, between the Company and Lockheed
    Martin Corporation and its affiliates, 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.  27