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                                                                    EXHIBIT 99.2

FORM 10 - K/A

                              RMI TITANIUM COMPANY
              BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN

                                  ANNUAL REPORT

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

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                         REPORT OF INDEPENDENT AUDITORS

To the Participants and Administrator of the
RMI Titanium Company Bargaining Unit Employee Savings and Investment Plan

In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the RMI Titanium Company Bargaining Unit Employee Savings and Investment Plan
(the "Plan") at December 31, 2002 and 2001, and the changes in net assets
available for benefits for the year ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

June 20, 2003

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                              RMI TITANIUM COMPANY
              BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENTS PLAN
                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
                           DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                         2002                   2001
                                                     ------------           -----------
<S>                                                  <C>                    <C>
Investments at fair value                            $ 15,670,683           $18,531,285
Employee contributions receivable                          58,191                96,828
                                                     ------------           -----------
Net assets available for benefits                    $ 15,728,874           $18,628,113
                                                     ============           ===========
</TABLE>

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                                  STATEMENTS.

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                              RMI TITANIUM COMPANY
              BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                       FOR THE YEAR ENDED DECEMBER 31,2002

<TABLE>
<CAPTION>
                                                         2002
                                                     ------------
<S>                                                  <C>
Employee contributions                               $    761,011

Investment income:
        Interest and dividend income                      401,240
        Net appreciation (depreciation) in fair
              value of investments                     (2,461,385)
                                                     ------------
                                                       (2,060,145)
        Transfers                                          87,786
                                                     ------------
              Total net deductions                     (1,211,348)
        Participants' benefits paid                    (1,687,891)
                                                     ------------
Increase (decrease) in net assets                      (2,899,239)
Net assets available for benefits
        Beginning of year                              18,628,113
                                                     ------------
        End of year                                  $ 15,728,874
                                                     ============
</TABLE>

         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                                  STATEMENTS.

<PAGE>

                              RMI TITANIUM COMPANY
              BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES:

The financial statements of the RMI Titanium Company Bargaining Unit Employee
Savings and Investment Plan (the Plan) have been prepared in conformity with
generally accepted accounting principles. The following are the significant
accounting policies followed by the Plan:

ACCOUNTING METHOD

The financial statements of the Plan use the accrual method of accounting.

USE OF ESTIMATES

The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires management to make significant estimates
that affect the reported amounts of net assets available for benefits at the
date of the financial statements and the changes in net assets available for
benefits during the reporting period. Actual results could differ from those
estimates.

RISKS AND UNCERTAINTIES

The Plan provides for various investment options in any combination of mutual
funds and other investment securities. These investments are exposed to various
risks, such as interest rate, market, and credit risk. It is at least reasonably
possible that changes in risks, in the near term, would materially affect
participant account balances and the amounts reported in the statement of net
assets available for benefits during the reporting period.

INVESTMENTS

Investments in funds managed by Fidelity Management Trust Company (Fidelity) and
RTI International Metals, Inc. common stock are valued at fair market value
based on published quotations. Security transactions are recorded as of the
trade date. Participant loans receivable are stated at net realizable value
(total borrowings less repaid principal).

Investments greater than 5% of the net assets available for benefits as of the
end of the Plan year are as follows:

<TABLE>
<CAPTION>
                                                        2002                2001
                                                        ----                ----
<S>                                                  <C>                <C>
Fidelity Magellan Fund                               $5,731,333         $ 7,869,444
Fidelity Managed Income Portfolio                     5,296,714           4,488,836
Fidelity Growth and Income Fund                         931,289           1,185,296
RTI International Metals, Inc. Common Stock             856,885           1,762,337
Spartan U.S. Equity Index Fund                          850,578           1,241,577
</TABLE>

During 2002, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
$2,461,385 as follows:

<TABLE>
<CAPTION>
                                                         2002
                                                         ----
<S>                                                  <C>
Mutual funds                                         $(2,591,878)
Common stock                                             130,493
                                                     -----------
                                                     $(2,461,385)
                                                     ===========
</TABLE>

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NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS

The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of investments,
which consists of realized gains and losses from sales of investments and the
unrealized appreciation and depreciation in the fair value of its investments.

FUNDING

The Plan is funded by contributions from participating employees of RMI Titanium
Company (the "Company"). The costs of administering the Plan and the trust are
borne by the Company.

PAYMENT OF BENEFITS

Benefits are recorded when paid.

NOTE 2 - DESCRIPTION OF PLAN:

GENERAL

The Company is the Plan sponsor. The Company is a successor to entities that
have been operating in the titanium industry since 1951.

The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions. Reference should be made to the Plan agreement for
additional information concerning contributions, eligibility, income allocation,
withdrawals and other important features of the Plan.

The Plan is a defined contribution plan covering full-time union represented
employees who are at least 21 years of age, have completed three months of
service, and are hourly employees of RMI Titanium Company covered by the
collective bargaining agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).

CONTRIBUTIONS

Participants may contribute from 1% to 25% of their salaries through payroll
deductions. Contributions are subject to limitations specified in the Internal
Revenue Code (IRC). Contributions are directed by the participants into any one
or all of the investment options. Changes in allocation of future contributions
and transfers of presently invested contributions are permitted pursuant to the
Plan document. Participants may change their elections of investment funds by
calling the recordkeeper directly. Participants are 100% vested in their
accounts at all times.

PAYMENT OF BENEFITS

Participants or their beneficiaries are entitled to the full current value of
their account in the Plan upon:

          -  Retirement;

          -  Termination of employment with the Company: or

          -  Death

Participants may also make written application for withdrawal of all or a
portion of their account balance for certain limited situations qualifying as
financial hardships under Internal Revenue Service (IRS) guidelines in effect at
the time of the withdrawal.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

PARTICIPANT LOANS RECEIVABLE

Loans are available to all participants subject to provisions set forth in the
Plan document. Participants may borrow from their accounts a minimum of $1,000
up to a maximum equal to 50% of the existing account balance not to exceed
$50,000 in any 12-month period. Loans are treated as a transfer (from) the
investment fund to the Participant Loans Receivable fund. Loan repayment terms
range from one month to five years and are secured by the balance in the
participant's account. Loans bear interest at a rate commensurate with the
current market rate when made. Loans made in 2002 and 2001 bear interest at
6.75% and 8.75%, respectively. Interest rates on previous loans range from 8.75%
to 15.00%. Principal and interest are paid ratably through monthly payroll
deductions. Repayments are transfers to the investment funds (from) the
Participant Loans Receivable fund. Loan terms and repayment policies are
designed to be in compliance with the requirements of section 401(k) of the IRC.

TRANSFERS

Transfers represent transfers from or (to) other plans.

ADMINISTRATION

The Plan is administered by the Company's Retirement Board (the
"Administrator"). The Board establishes the rules and procedures and interprets
the provisions of the Plan. Administrative expenses of the Plan, including legal
and audit fees, are paid by the Company and, as such, are not expenses of the
Plan.

TERMINATION PROVISION

The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan at any time subject to the provisions
of the collective bargaining agreement. In the event that such discontinuance
results in the termination of the Plan, the Plan provides that each participant
shall be fully vested in his or her individual account which includes earnings
on the participant's contributions. The individual accounts of the participants
shall continue to be administered by the Administrator, or be distributed in a
lump sum to the participants, as deemed appropriate by the Administrator.

NOTE 3 - INCOME TAXES:

The IRS has determined and informed the Company by a letter dated April 30,
1996, that the Plan and related trust are designed in accordance with the
applicable sections of the IRC. The Plan has been amended and restated since
receiving the determination letter; however, the Administrator believes that the
Plan is currently being operated in compliance with the applicable requirements
of the IRC. Therefore, no provision for income taxes has been included in the
Plan financial statements.

NOTE 4 - RECORDKEEPING

Individual participant account balances, allocations and investment options are
maintained by Fidelity Investments Institutional Operations Company, Inc., based
on enrollment and payroll information supplied by the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain investments of the Plan are managed by Fidelity, the trustee of the
Plan. The Plan also invests in common stock of the Company. These represent
party-in-interest transactions.


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                               SCHEDULE H, LINE 4i
                               SCHEDULE OF ASSETS
                              (HELD AT END OF YEAR)
                              RMI TITANIUM COMPANY
               BARGAINING UNIT EMPLOYEES SAVINGS INVESTMENTS PLAN
                                DECEMBER 31, 2002
                           EIN: 31-0875005, PLAN#: 006

<TABLE>
<CAPTION>
                                                                                                            CURRENT
          IDENTITY OF ISSUE                           DESCRIPTION OF INVESTMENT                              VALUE
<S>                                             <C>                                                      <C>
*  Fidelity Magellan Fund                       Mutual Fund                                              $  5,731,333

*  Fidelity Growth and Income Fund              Mutual Fund                                                   931,289

*  Fidelity Low Priced Stock Fund               Mutual Fund                                                   457,565

*  Fidelity Worldwide Fund                      Mutual Fund                                                   323,643

*  Fidelity Mid-Cap Stock Fund                  Mutual Fund                                                     9,092

*  Fidelity Freedom Income Fund                 Mutual Fund                                                     5,126

*  Fidelity Freedom 2010 Fund                   Mutual Fund                                                   138,790

*  Fidelity Freedom 2020 Fund                   Mutual Fund                                                    62,476

*  Fidelity Freedom 2030 Fund                   Mutual Fund                                                     2,889

*  Fidelity Managed Income Portfolio            Mutual Fund                                                 5,296,714

*  Spartan U.S. Equity Index Fund               Mutual Fund                                                   850,578

*  Fidelity Ginnie Mae Fund                     Mutual Fund                                                   181,957

*  FMTC Institutional Money Market Fund         Cash and cash equivalent                                       73,287

*  RMI Titanium Company Stock Account           Common Stock                                                  856,885

*  Participant Loans Receivable                 Interest Rates High 15.00%, Low 6.75%                         749,059

                                                                                                         ------------
                                                                                                TOTAL:   $ 15,670,683
                                                                                                         ============
</TABLE>

                           * DENOTES PARTY-IN-INTEREST