##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 WASHINGTON, D.C.
    20549
  FORM 10-K
  (Mark One)
  þ
    ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  FOR THE FISCAL YEAR ENDED
    DECEMBER 31, 2009
 OR
  o
    TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period
    from 
    to
  Commission file
    number 001-14437
  RTI INTERNATIONAL METALS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio

52-2115953(State of Incorporation)

(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)   Registrants telephone number,
    including area code:(412) 893-0026
  Securities registered pursuant
    to Section 12(b) of the Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, par value $0.01 per share

New York Stock Exchange  Securities registered pursuant to Section 12(g) of the
    Act: None
   Yes þ     No o
   Yes o     No þ
   Yes þ     No o
  Regulation S-T
 Yes o     No o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

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

Smaller reporting
    company o   Rule 12b-2
 Yes o     No þ
      Documents
    Incorporated by Reference:




---



##### 





RTI
    INTERNATIONAL METALS, INC. AND CONSOLIDATED
    SUBSIDIARIES
       
  TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


8Item 1B.

Unresolved Staff Comments


12Item 2.

Properties


13Item 3.

Legal Proceedings


13Item 4.

Submission of Matters to a Vote of Security
    Holders


14PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


15Item 6.

Selected Financial Data


16Item 7.

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


17Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


35Item 8.

Financial Statements and Supplementary Data


36Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


75Item 9A.

Controls and Procedures


75Item 9B.

Other Information


75PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


76Item 11.

Executive Compensation


76Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


76Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


77Item 14.

Principal Accountant Fees and Services


77PART IVItem 15.

Exhibits, Financial Statement Schedules


77Signatures


80EX-4.7EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART I Item 1.  Business  The
    Company
    Industry
    Overview
  strength-to-weight
        2009


2008


2007Commercial Aerospace


44
%


50
%


50
%Defense


40
%


34
%


33
%Industrial and Consumer


16
%


16
%


17
%   Commercial
    Aerospace
  Aerospace Market News,
 1




---



##### Table of Contents



The Airline Monitor
  ®
  Defense
  F/A-22, F/A-18,
      Industrial &
    Consumer
    difficult-to-reach
    Products
    and Segments
    Titanium
    Group
   2




---



##### Table of Contents



Fabrication
    Group
  sub-assemblies,
  Distribution
    Group
  cuts-to-size, just-in-time
   3




---



##### Table of Contents



2009


2008


2007(dollars in millions)

$


%


$


%


$


%Titanium Group

$
107.6



26.4
%

$
202.0



33.1
%

$
253.1



40.4
%Fabrication Group


106.2



26.0
%


146.8



24.1
%


132.0



21.1
%Distribution Group


194.2



47.6
%


261.1



42.8
%


241.7



38.5
%Total consolidated net sales

$
408.0



100.0
%

$
609.9



100.0
%

$
626.8



100.0
%     2009


2008


2007(dollars in millions)

$


%


$


%


$


%Titanium Group

$
(68.1
)


78.0
%

$
61.8



70.7
%

$
102.6



72.7
%Fabrication Group


(26.3
)


30.1
%


2.0



2.3
%


3.5



2.5
%Distribution Group


7.1



(8.1
)%


23.6



27.0
%


35.1



24.8
%Total consolidated operating income (loss)

$
(87.3
)


100.0
%

$
87.4



100.00
%

$
141.2



100.00
%     (dollars in millions)

2009


2008


2007Titanium Group

$
365.7


$
375.0


$
281.2Fabrication Group


239.8



224.5



226.4Distribution Group


140.7



155.8



146.0General Corporate(1)


108.5



273.9



101.7Total consolidated assets

$
854.7


$
1,029.2


$
755.3     (1)
    
    Consists primarily of unallocated cash, short-term investments,
    and deferred tax assets.    (dollars in millions)

2009


2008


2007United States

$
229.4


$
262.6


$
147.2Canada


73.8



65.6



74.5England


5.4



5.4



4.9France


0.6



0.7



0.6Total consolidated long-lived assets

$
309.2


$
334.3


$
227.2   Exports
  Form 10-K.
 4




---



##### Table of Contents



Backlog
  ®
  Raw
    Materials
        Competition
    and Other Market Factors
       5




---



##### Table of Contents



Trade and
    Legislative Factors
        de
    minimis
  Environmental
    Liabilities
  Form 10-K.
  Marketing
    and Distribution
   6




---



##### Table of Contents



Research,
    Technical, and Product Development
        Patents
    and Trademarks
    Employees
      Executive
    Officers of the Registrant
    Name

Age

TitleDawne S. Hickton


52


Vice Chairman, President and Chief Executive OfficerStephen R. Giangiordano


52


Executive Vice President of Technology and InnovationWilliam T. Hull


52


Senior Vice President and Chief Financial OfficerWilliam F. Strome


54


Senior Vice President of Finance and AdministrationChad Whalen


35


Vice President, General Counsel and Secretary   Biographies
     7




---



##### Table of Contents



Available
    Information
  www.rtiintl.com Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330. www.sec.gov
  Item 1A.
    Risk
    Factors.    We are
    subject to risks associated with global economic and political
    uncertainties
     8




---



##### Table of Contents



and/or
  A
    significant amount of our future revenue is based on long-term
    contracts for new aircraft programs
  ® take-or-pay
  We may
    be affected by our ability to successfully expand our operations
    in a timely and cost effective manner
    We may
    be affected by our ability or inability to obtain
    financing
    The
    demand for our products and services may be adversely affected
    by demand for our customers products and
    services
    A
    substantial amount of revenue is derived from the commercial
    aerospace and defense industries and a limited number of
    customers
   9




---



##### Table of Contents



We may
    be subject to competitive pressures
      We may
    experience a lack of supply of raw materials at costs that
    provide us with acceptable margin levels
    We are
    subject to changes in product pricing
   10




---



##### Table of Contents



We may
    experience a shortage in the supply of energy or an increase in
    energy costs to operate our plants
    We may
    not be able to recover the carrying value of our long-lived
    assets, which could require us to record additional asset
    impairment charges
  ®
  The
    carrying value of goodwill and other intangible assets may not
    be recoverable
    Our
    business could be harmed by strikes or work
    stoppages
      Our
    business is subject to the risks of international
    operations
    We are
    dependent on services that are subject to price and availability
    fluctuations
   11




---



##### Table of Contents



Our
    success depends largely on our ability to attract and retain key
    personnel
    The
    demand for our products and services may be affected by factors
    outside of our control
    The
    outcome of the U.S. Customs investigation of our previously
    filed duty drawback claims is uncertain
  Form 10-K.
  We are
    subject to, and could incur substantial costs and liabilities
    under, environmental, health, and safety laws
  and/or and/or
  Item 1B.
    Unresolved
    Staff Comments.   12




---



##### Table of Contents



Item 2.
    Properties.  Manufacturing
    Facilities
    Facilities
  Owned /




Annual RatedLocation

Leased


Products

CapacityTitanium GroupNiles, OH


Owned


Ingot (million pounds)


30.0Niles, OH


Owned


Mill products (million pounds)


22.0Canton, OH


Owned


Ferro titanium and specialty alloys (million pounds)


16.0Hermitage, PA


Owned


Metal processing (million pounds)


5.0Martinsville, VA


Owned


Titanium forging and rolling (facility under construction)


Fabrication GroupWashington, MO


Owned


Hot and superplastically formed parts (thousand press hours)


50.0Laval, Canada


Owned


Machining/assembly of aerospace parts (thousand man hours)


400Houston, TX


Leased


Extruded, Hot Stretch Formed products (million pounds)


4.2Houston, TX


Owned


Machining/fabricating oil/gas products (thousand man hours)


200Distribution GroupStaffordshire, England


Leased


Cut parts and components (thousand man hours)


45.0Rosny-Sur-Seine, France


Leased


Cut parts and components (thousand man hours)


16.0Sullivan, MO


Leased


Cut parts (thousand man hours)


23.0Garden Grove, CA (2 locations)


Leased


Metal warehousing and distribution


N/AWindsor, CT


Leased


Metal warehousing and distribution


N/A     Item 3.
    Legal
    Proceedings.    Tronox
    LLC Litigation
  and/or
  Duty
    Drawback Investigation
   13




---



##### Table of Contents



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




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Range of High and Low Stock Prices of Common Stock
  2009


2008Quarter

High


Low


High


LowFirst

$
16.48


$
8.99


$
70.33


$
43.40Second

$
22.88


$
11.23


$
51.84


$
35.25Third

$
26.19


$
14.53


$
36.12


$
17.15Fourth

$
26.25


$
17.57


$
19.45


$
7.91           Maximum DollarValue of SharesTotal Number of


that May YetShares Purchased


Be PurchasedTotal Number of





as Part of Publicly


Under the PlansShares


Average Price


Announced Plans or


or ProgramsPurchased(1)


Paid Per Share


Programs(2)


(In thousands)(3)October 2009


478


$
22.64






$
2,973November 2009


305


$
18.45






$
2,973December 2009





$







$
2,973Total


783


$
21.01



     (1)
    
    Shares were repurchased under (i) the Companys
    $15 million 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.     15




---



##### Table of Contents



Item 6.
    Selected
    Financial Data.      Years Ended December 31,2009


2008


2007


2006


2005Income Statement Data:Net sales

$
407,978


$
609,900


$
626,799


$
505,389


$
346,906Operating income (loss)


(87,276
)


87,392



141,161



115,253



56,134Income (loss) from continuing operations before income taxes


(96,056
)


87,975



142,467



118,291



57,412Income (loss) from continuing operations


(67,239
)


55,695



92,631



75,700



37,344Income from discontinued operations, net of tax provision


















1,591Net income (loss)


(67,239
)


55,695



92,631



75,700



38,935Basic earnings (loss) per share:(1)Continuing operations

$
(2.67
)

$
2.42


$
4.01


$
3.32


$
1.68Discontinued operations


















0.07Net income (loss)

$
(2.67
)

$
2.42


$
4.01


$
3.32


$
1.75Diluted earnings (loss) per share:(1)Continuing operations

$
(2.67
)

$
2.41


$
3.99


$
3.27


$
1.66Discontinued operations


















0.07Net income (loss)

$
(2.67
)

$
2.41


$
3.99


$
3.27


$
1.73   December 31,2009


2008


2007


2006


2005Balance Sheet Data:Working capital

$
387,761


$
559,601


$
405,907


$
365,711


$
282,670Total assets


854,735



1,029,203



755,284



643,913



501,751Long-term debt


81



238,550



16,506



13,270



Total shareholders equity


679,206



601,934



575,784



462,181



379,652     (1)
    
    Adjusted for retrospective application of the provisions of the
    new earnings per share accounting guidance which became
    effective for the Company on January 1, 2009. For further
    information on this new guidance, see Note 4 to the
    Companys Consolidated Financial Statements included in
    this Annual Report on
    Form 10-K. 16




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
    
    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 and cancellation or changes in
    defense programs or initiatives,
    changes in the Joint Strike Fighter production schedule,
    the success of new market development,
    the ability to obtain access to financial markets and to
    maintain current covenant requirements,
    long-term supply agreements,
    the impact of titanium inventory overhang throughout the
    Companys supply chain,
    the impact of Boeing 787
    Dreamliner®

    production delays,
    our ability to attract and retain key personnel,
    the impact if another party to a long-term contract fails to
    take or pay for minimum requirements under existing contracts or
    successfully manage its future development and production
    schedule,
    legislative challenges to the Specialty Metals Clause of the
    Berry Amendment,
    labor matters,
    global economic activities,
    the outcome of the U.S. Customs investigation,
    the successful completion of our expansion projects,
    our ability to execute on new business awards,
    our order backlog and the conversion of that backlog into
    revenue, and
    other statements contained herein that are not historical facts.   17




---



##### Table of Contents



Overview
      sub-assemblies,
  cuts-to-size, just-in-time
      Trends
    and Uncertainties
  ®
    ® ®
 18




---



##### Table of Contents



®
    Executive
    Summary
  ®
    Results
    of Operations
  For
    the Year Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
  Net Sales.
  Years EndedDecember 31,


$ Increase/


%Increase/(dollars in millions)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
107.6


$
202.0


$
(94.4
)


(46.7
)%Fabrication Group


106.2



146.8



(40.6
)


(27.7
)%Distribution Group


194.2



261.1



(66.9
)


(25.6
)%Total consolidated net sales

$
408.0


$
609.9


$
(201.9
)


(33.1
)%   ®
  ®
   19




---



##### Table of Contents



Gross Profit.
  Years EndedDecember 31,


$ Increase/


% Increase/(dollars in millions)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
20.6


$
86.6


$
(66.0
)


(76.2
)%Fabrication Group


5.2



31.4



(26.2
)


(83.4
)%Distribution Group


30.0



49.3



(19.3
)


(39.1
)%Total consolidated gross profit

$
55.8


$
167.3


$
(111.5
)


(66.6
)%   ®
  ®
       20




---



##### Table of Contents



Selling, General, and Administrative
    Expenses.
  Years EndedDecember 31,


$ Increase/


% Increase/(dollars in millions)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
17.8


$
22.8


$
(5.0
)


(21.9
)%Fabrication Group


22.8



29.3



(6.5
)


(22.2
)%Distribution Group


22.9



25.7



(2.8
)


(10.9
)%Total consolidated SG&A

$
63.5


$
77.8


$
(14.3
)


(18.4
)%     Research, Technical, and Product Development
    Expenses.
  Asset and Asset-related Impairment.
  Goodwill Impairment.
  Operating Income (Loss).
  Years EndedDecember 31,


$ Increase/


% Increase/(dollars in millions)

2009


2008


(Decrease)


(Decrease)Titanium Group

$
(68.1
)

$
61.8


$
(129.9
)


(210.2
)%Fabrication Group


(26.3
)


2.0



(28.3
)


(1415.0
)%Distribution Group


7.1



23.6



(16.5
)


(69.9
)%Total consolidated operating income

$
(87.3
)

$
87.4


$
(174.7
)


(199.9
)%    21




---



##### Table of Contents



®
    Other Income.
  Interest Income and Interest Expense.
  Provision for (Benefit from) Income Tax.
  For
    the Year Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007
  Net Sales.
  Years EndedDecember 31,


$ Increase/


% Increase/(In millions)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
202.0


$
253.1


$
(51.1
)


(20.2
)%Fabrication Group


146.8



132.0



14.8



11.2
%Distribution Group


261.1



241.7



19.4



8.0
%Total consolidated net sales

$
609.9


$
626.8


$
(16.9
)


(2.7
)%    22




---



##### Table of Contents



Gross Profit.
  Years EndedDecember 31,


$ Increase/


% Increase/(In millions)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
86.6


$
121.4


$
(34.8
)


(28.7
)%Fabrication Group


31.4



28.1



3.3



11.7
%Distribution Group


49.3



58.6



(9.3
)


(15.9
)%Total consolidated net sales

$
167.3


$
208.1


$
(40.8
)


(19.6
)%     ramp-up
    Selling, General, and Administrative
    Expenses.
  Years EndedDecember 31,


$ Increase/


% Increase/(In millions)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
22.8


$
17.3


$
5.5



31.8
%Fabrication Group


29.3



24.1



5.2



21.6
%Distribution Group


25.7



23.9



1.8



7.5
%Total consolidated SG&A

$
77.8


$
65.3


$
12.5



19.1
%    23




---



##### Table of Contents



Research, Technical, and Product Development
    Expenses.
  Operating Income.
  Years EndedDecember 31,


$ Increase/


% Increase/(In millions)

2008


2007


(Decrease)


(Decrease)Titanium Group

$
61.8


$
102.6


$
(40.8
)


(39.8
)%Fabrication Group


2.0



3.5



(1.5
)


(42.9
)%Distribution Group


23.6



35.1



(11.5
)


(32.8
)%Total consolidated operating income

$
87.4


$
141.2


$
(53.8
)


(38.1
)%         Other Income (Expense).
  Interest Income and Interest Expense.
  Provision for Income Tax.
 24




---



##### Table of Contents



Duty
    Drawback Investigation
               25




---



##### Table of Contents



Liquidity
    and Capital Resources
          
    Our leverage ratio (the ratio of Net Debt to Consolidated
    EBITDA, as defined in the Credit Agreement) was (3.2) at
    December 31, 2009. If this ratio were to exceed 3.25 to 1,
    we would be in default under our Credit Agreement and our
    ability to borrow under our Credit Agreement would be impaired.
    Our interest coverage ratio (the ratio of Consolidated EBITDA to
    Net Interest, as defined in the Credit Agreement) was 53.7 at
    December 31, 2009. If this ratio were to fall below 2.0 to
    1, we would be in default under our Credit Agreement and our
    ability to borrow under the Credit Agreement would be impaired.    ® take-or-pay
 26




---



##### Table of Contents



Cash provided by operating activities.
    Cash provided by (used in) investing
    activities.
    Cash provided by (used in) financing
    activities.
    Backlog. ®
 27




---



##### Table of Contents



Contractual
    Obligations, Commitments and Other Post-Retirement
    Benefits
    Contractual Obligations2010


2011


2012


2013


2014


Thereafter


TotalOperating leases(1)

$
4.0


$
3.1


$
2.7


$
1.8


$
1.2


$
3.3


$
16.1   Commercial CommitmentsAmount of Commitment Expiration per Period2010


2011


2012


2013


2014


Thereafter


TotalLong-term supply agreements(2)(6)(7)

$
55.2


$
60.5


$
77.0


$
112.7


$
92.7


$
372.8


$
770.9Purchase obligations(3)


55.6



121.0



0.1















176.7Standby letters of credit(4)


2.1























2.1Total commercial commitments

$
112.9


$
181.5


$
77.1


$
112.7


$
92.7


$
372.8


$
949.7   Other Post-Retirement Benefits2010


2011


2012


2013


2014


2015-2019


TotalOther post-retirement benefits(5)

$
2.5


$
2.8


$
3.1


$
3.2


$
2.9


$
15.4


$
29.9   Tax Obligations2010


2011


2012


2013


2014


Thereafter


TotalFIN 48 tax obligations(8)

$



$



$



$



$



$
5.6


$
5.6     (1)
    
    See Note 8 to the Companys Consolidated Financial
    Statements.(2)
    
    Amounts represent commitments for which contractual terms exceed
    twelve months.(3)
    
    Amounts primarily represent purchase commitments under purchase
    orders.(4)
    
    Amounts represent standby letters of credit primarily related to
    commercial performance and insurance guarantees.(5)
    
    The Company does not fund its other post-retirement employee
    benefits obligation but instead pays amounts when billed.
    However, these estimates are based on current benefit plan
    coverage and are not contractual commitments in as much as the
    Company retains the right to modify, reduce, or terminate any
    such coverage in the future. Amounts shown in the years 2010
    through 2019 are based on actuarial estimates of expected future
    cash payments, and exclude the impacts of benefits associated
    with the Medicare Part D Act of 2003.(6)
    
    In February 2007, the Company entered into a new contract for
    the long-term supply of titanium sponge, the primary raw
    material for our Titanium Group, with a Japanese supplier. This
    agreement runs through 2016 and will provide the Company with
    supply of up to 13 million pounds of titanium sponge
    annually, beginning in 2009. The Company has agreed to purchase
    a minimum of 8.5 million pounds annually for the four year
    period commencing in 2010. During the latter years of the
    contract, quantities can be reduced by the election of various
    options by both parties. Future obligations were determined
    based on current prices as prices are negotiated annually.
    Purchases under the contract are denominated in U.S. Dollars.(7)
    
    In December 2009, the Company entered into two new contracts
    with two Japanese suppliers for the long-term supply of titanium
    sponge for delivery between 2012 and 2021. The contracts provide
    the company with the supply of up to 19 million pounds of
    titanium sponge annually. The price of the titanium sponge is
    fixed, subject to certain underlying input cost adjustments and
    potential price adjustments based on the Yen to U.S. Dollar
    exchange rate. Future obligations were determined based on the
    fixed price and minimum volumes.(8)
    
    These amounts are included in the Thereafter column
    as it cannot be reasonably estimated when these amounts may be
    settled. 28




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Credit
    Agreements
      New
    Accounting Standards
           29




---



##### Table of Contents



Critical
    Accounting Policies
      Inventories. last-in, first-in, lower-of-cost-or-market
  Goodwill and Intangible Assets.
   30




---



##### Table of Contents



Excess of FairValue overGoodwill


Carrying ValueTitanium reporting unit

$
2,548



77
%Fabrication reporting unit


28,321



16
%Energy Fabrication reporting unit


8,699



N/AU.S. Distribution reporting unit


6,856



8
%Europe Distribution reporting unit


2,977



52
%Total Goodwill

$
49,401     ®
     31




---



##### Table of Contents



®
  Long-Lived Assets.
    Income Taxes.
    Employee Benefit Plans.
 32




---



##### Table of Contents



Dedicated
    Bond Portfolio
    −.25%

+.25%Effect on total projected benefit obligation (PBO) (in millions)

$
3.1


$
(3.1
)Effect on subsequent years periodic pension expense (in millions)

$
0.2


$
(0.2
)     −.25%

+.25%Effect on subsequent years periodic pension expense (in millions)

$
0.2


$
(0.2
)     Investment category (in
    $000s)

2009U.S. government securities

$
16,755Corporate bonds


18,823Equities


49,083Short-term investment funds


3,680Real estate funds


1,176Other investments  Timberlands


1,539Total

$
91,056     Investment Category

2009Equity securities


55
%Debt securities and other short-term investments


43
%Cash


2
%Total


100
%    33




---



##### Table of Contents



Post-Retirement


Post-RetirementPension


Benefit Plan


Benefit Plan (notBenefit


(including Plan D


including Plan DPlans


subsidy)


subsidy)2010

$
8.4


$
2.5


$
2.62011


8.6



2.8



2.92012


8.8



3.1



3.32013


8.8



3.2



3.42014


9.0



2.9



3.22015 to 2019


46.7



15.4



17.0       Environmental Liabilities.
       34




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   Commodity
    Price Risk
     Interest
    Rate Risk
     Foreign
    Currency Exchange Risk
  non-U.S. Dollar
  non-U.S. Dollar
   35




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  Index to
    Financial Statements
   
 PageReport of Independent Registered Public
    Accounting Firm


37Financial Statements:Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008, and 2007


38Consolidated Balance Sheets at December 31, 2009
    and 2008


39Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008, and 2007


40Consolidated Statements of Comprehensive Income
    and Shareholders Equity for the years ended December 31,
    2009, 2008, and 2007


41Notes to Consolidated Financial Statements


42Financial Statement Schedules:Schedule II  Valuation and
    Qualifying Accounts


S-1     36




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated
    Framework
        
    37




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Consolidated Statements of Operations
  (In thousands, except share and per share amounts)
  Years Ended December 31,2009


2008


2007Net sales

$
407,978


$
609,900


$
626,799Cost and expenses:Cost of sales


352,167



442,626



418,671Selling, general, and administrative expenses


63,490



77,762



65,317Research, technical, and product development expenses


2,001



2,120



1,650Asset and asset-related impairment


68,897







Goodwill impairment


8,699







Operating income (loss)


(87,276
)


87,392



141,161Other income (expense)


2,056



1,527



(2,134
)Interest income


1,511



3,262



4,764Interest expense


(12,347
)


(4,206
)


(1,324
)Income (loss) before income taxes


(96,056
)


87,975



142,467Provision for (benefit from) income taxes


(28,817
)


32,280



49,836Net income (loss)

$
(67,239
)

$
55,695


$
92,631Earnings (loss) per share:Basic

$
(2.67
)

$
2.42


$
4.01Diluted

$
(2.67
)

$
2.41


$
3.99Weighted-average shares outstanding:Basic


25,029,976



22,872,075



22,930,768Diluted


25,029,976



22,987,503



23,154,194   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 38




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Consolidated Balance Sheets
  (In thousands, except share and per share amounts)
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
56,216


$
284,449Short-term investments


65,042



Receivables, less allowance for doubtful accounts of $646 and
    $2,260


60,924



79,778Inventories, net


266,887



274,330Deferred income taxes


21,237



29,456Other current assets


21,410



11,109Total current assets


491,716



679,122Property, plant, and equipment, net


252,301



271,062Goodwill


41,068



47,984Other intangible assets, net


14,299



13,196Deferred income taxes


53,814



15,740Other noncurrent assets


1,537



2,099Total assets

$
854,735


$
1,029,203LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
39,193


$
54,422Accrued wages and other employee costs


9,796



20,452Unearned revenues


21,832



22,352Current portion of long-term debt






1,375Current liability for post-retirement benefits


2,476



2,632Current liability for pension benefits


140



121Other accrued liabilities


30,518



18,167Total current liabilities


103,955



119,521Long-term debt


81



238,550Noncurrent liability for post-retirement benefits


34,530



30,732Noncurrent liability for pension benefits


28,102



26,535Deferred income taxes


244



154Other noncurrent liabilities


8,617



11,777Total liabilities


175,529



427,269Commitments and ContingenciesShareholders equity:Common stock, $0.01 par value; 50,000,000 shares
    authorized; 30,724,351 and 23,688,010 shares issued;
    30,010,998 and 23,004,136 shares outstanding


307



237Additional paid-in capital


439,361



307,604Treasury stock, at cost; 713,353 and 683,874 shares


(16,996
)


(16,891
)Accumulated other comprehensive loss


(33,563
)


(46,352
)Retained earnings


290,097



357,336Total shareholders equity


679,206



601,934Total liabilities and shareholders equity

$
854,735


$
1,029,203   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 39




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Consolidated Statements of Cash Flows
  (In thousands)
  Years Ended December 31,2009


2008


2007OPERATING ACTIVITIES:Net income (loss)

$
(67,239
)

$
55,695


$
92,631Adjustment for non-cash items:Depreciation and amortization


21,163



20,201



15,712Asset and asset-related impairment


68,897







Goodwill impairment


8,699







Deferred income taxes


(29,479
)


(18,186
)


(27,512
)Stock-based compensation


4,399



5,155



6,686Excess tax benefits from stock-based compensation activity


(39
)


(215
)


(4,235
)Loss on disposal of property, plant, and equipment


127



2



506Bad debt expense


194



1,722



(893
)Changes in assets and liabilities:Receivables


20,679



13,972



(6,843
)Inventories


11,325



13,138



(50,985
)Accounts payable


8,785



(6,352
)


10,659Income taxes payable


(713
)


644



(242
)Deferred revenue


(2,150
)


4,690



561Other current assets and liabilities


(17,338
)


(6,972
)


17,378Other assets and liabilities


5,689



(535
)


(7,785
)Cash provided by operating activities


32,999



82,959



45,638INVESTING ACTIVITIES:Proceeds from disposal of property, plant, and equipment


22







523Purchase of short-term investments


(105,000
)






(1,408
)Proceeds from maturity of short-term investments


40,000







Proceeds from sale of investments










86,442Capital expenditures


(82,285
)


(125,590
)


(64,934
)Cash provided by (used in) investing activities


(147,263
)


(125,590
)


20,623FINANCING ACTIVITIES:Proceeds from exercise of employee stock options


120



137



1,760Borrowings on long-term debt


1,181



227,050



1,561Repayments on long-term debt


(243,455
)


(1,081
)


(533
)Excess tax benefits from stock-based compensation activity


39



215



4,235Purchase of common stock held in treasury


(105
)


(9,090
)


(2,516
)Proceeds from equity offering, net


127,423







Proceeds from government grants






2,842



Financing fees


(300
)


(1,313
)


(845
)Cash provided by (used in) financing activities


(115,097
)


218,760



3,662Effect of exchange rate changes on cash and cash equivalents


1,128



815



(2,444
)Increase (decrease) in cash and cash equivalents


(228,233
)


176,944



67,479Cash and cash equivalents at beginning of period


284,449



107,505



40,026Cash and cash equivalents at end of period

$
56,216


$
284,449


$
107,505Supplemental cash flow information:Cash paid for interest

$
11,693


$
4,076


$
883Cash paid for income taxes

$
6,092


$
61,705


$
80,782Non-cash investing and financing activities:Issuance of Common Stock for restricted stock awards

$
1,826


$
3,125


$
4,944Capital lease obligations incurred

$



$
13


$
137   The accompanying notes are an integral part of these
    Consolidated Financial Statements.
 40




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESConsolidated Statements of
    Comprehensive Income and Shareholders Equity  
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
 Accumulated OtherComprehensive Income(Loss)Net Unrealized Gain(Loss) FromCommon Stock


Additional











Available


Minimum


ForeignShares





Paid-In


Treasury


Retained


Derivative


For Sale


Pension


CurrencyOutstanding


Amount


Capital


Stock


Earnings


Instruments


Investments


Liability


Translation


TotalBalance at December 31, 2006


22,972,025


$
234


$
289,448


$
(5,285
)

$
209,010


$



$



$
(33,410
)

$
2,184


$
462,181Net income


















92,631



















92,631Foreign currency translation


































7,821



7,821Change in unrecognized losses and prior service costs related to
    pension and postretirementbenefit plans, net of tax






























3,038







3,038Comprehensive income






































103,490Shares issued for directors compensation


5,279



































Shares issued for restricted stock award plans


57,946



1































1Stock-based compensation expense recognized










6,686



























6,686Treasury stock purchased at cost


(32,195
)










(2,516
)






















(2,516
)Exercise of employee options


102,653



1



1,759



























1,760Tax benefits from stock-based compensationactivity










4,182



























4,182Balance at December 31, 2007


23,105,708



236



302,075



(7,801
)


301,641











(30,372
)


10,005



575,784Net income


















55,695



















55,695Foreign currency translation


































(13,711
)


(13,711
)Unrecognized losses on derivatives (interestrate swaps), net of tax






















(3,325
)














(3,325
)Change in unrecognized losses and prior service costs related to
    pension and postretirementbenefit plans, net of tax






























(8,949
)






(8,949
)Comprehensive income






































29,710Shares issued for directors compensation


11,912



































Shares issued for restricted stock award plans


53,750



1































1Stock-based compensation expense recognized










5,155



























5,155Treasury stock purchased at cost


(178,836
)










(9,090
)






















(9,090
)Exercise of employee options


11,602







137



























137Tax benefits from stock-based compensationactivity










237



























237Balance at December 31, 2008


23,004,136



237



307,604



(16,891
)


357,336



(3,325
)






(39,321
)


(3,706
)


601,934Net loss


















(67,239
)


















(67,239
)Foreign currency translation


































10,033



10,033Unrecognized gains on investments, net of tax


























42











42Unrecognized gains on derivatives (interestrate swaps), net of tax






















516















516Recognized losses on derivatives (interest rateswaps), net of tax






















2,809















2,809Benefit plan amortization






























(611
)






(611
)Comprehensive income






































(54,450
)Shares issued for directors compensation


35,911



































Shares issued for performance share award plans


53



































Shares issued for restricted stock award plans


89,360



1































1Stock-based compensation expense recognized










4,399



























4,399Shares issued for equity offering


6,900,000



69



127,647



























127,716Treasury stock purchased at cost


(6,823
)










(105
)






















(105
)Exercise of employee options


11,070







120



























120Forfeiture of restricted stock awards


(22,709
)


































Tax benefits from stock-based compensationactivity










(409
)


























(409
)Balance at December 31, 2009


30,010,998


$
307


$
439,361


$
(16,996
)

$
290,097


$



$
42


$
(39,932
)

$
6,327


$
679,206  41




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements 
    (In thousands, except share and per share amounts, unless
    otherwise indicated)
 The accompanying notes are an integral part of these
    Consolidated Financial Statements.
  Note 1ORGANIZATION
    AND OPERATIONS:
          sub-assemblies,
  cuts-to-size, just-in-time
    Note 2SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:
  Principles
    of consolidation:
    Use of
    estimates:
   42




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Fair
    value:
          Significant


SignificantQuoted Market


Other Observable


UnobservablePrices


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalCash and cash equivalents

$
56,216


$



$



$
56,216Short-term investments


65,042











65,042Total

$
121,258


$



$



$
121,258       SignificantQuoted


Other


Significant


TotalNet Carrying


Market


Observable


Unobservable


Losses forValue as of


Prices


Inputs


Inputs


Year EndedDecember 31, 2009


(Level 1)


(Level 2)


(Level 3)


December 31, 2009Goodwill (Energy Fabrication reporting unit)

$



$



$



$



$
(8,699
)Sponge plant construction-related assets


5,763











5,763



(68,897
)Total

$
5,763


$



$



$
5,763


$
(77,596
)    43




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Cash
    equivalents:
    Short-term
    investments:
    December 31,2009Certificates of deposit

$
45,000Ultra short-term municipal bond funds


20,042Total short-term investments

$
65,042   available-for-sale,
    Receivables:
    December 31,2009


2008Trade and commercial customers

$
61,570


$
82,038Less: Allowance for doubtful accounts


(646
)


(2,260
)Total receivables

$
60,924


$
79,778   Inventories:
  last-in,
 44




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
  first-in, lower-of-cost-or-market
    December 31,2009


2008Raw materials and supplies

$
145,062


$
124,689Work-in-process
    and finished goods


197,840



228,745LIFO reserve


(76,015
)


(79,104
)Total inventories

$
266,887


$
274,330     Property,
    plant, and equipment:
      December 31,2009


2008Land

$
5,647


$
5,274Buildings and improvements


70,183



63,775Machinery and equipment


247,843



221,217Computer hardware and software, furniture and fixtures, and other


53,004



49,302Construction-in-progress


101,028



136,803$
477,705


$
476,371Less: Accumulated depreciation


(225,404
)


(205,309
)Total property, plant, and equipment, net

$
252,301


$
271,062   construction-in-progress
   45




---



##### Table of Contents



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


20-40 yearsMachinery and equipment


7-15 yearsFurniture and fixtures


5-10 yearsComputer hardware and software


3-10 years         Goodwill
    and intangible assets:
        GoodwillTitanium reporting unit

$
2,548Fabrication reporting unit


28,321Energy Fabrication reporting unit


8,699U.S. Distribution reporting unit


6,856Europe Distribution reporting unit


2,977Total Goodwill

$
49,401      46




---



##### Table of Contents



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


12.0
%Fabrication reporting unit


14.0
%Energy Fabrication reporting unit


14.0
%U.S. Distribution reporting unit


13.0
%Europe Distribution reporting unit


13.0
%   ®
    Excess of FairValue over CarryingValueTitanium reporting unit


77
%Fabrication reporting unit


16
%Energy Fabrication reporting unit


N/AU.S. Distribution reporting unit


8
%Europe Distribution reporting unit


52
%    47




---



##### Table of Contents



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


Fabrication


Distribution


TotalGroup


Group


Group


GoodwillDecember 31, 2007

$
2,548


$
38,388


$
9,833


$
50,769Translation adjustment






(2,785
)






(2,785
)December 31, 2008


2,548



35,603



9,833



47,984Impairment






(8,699
)






(8,699
)Translation adjustment






1,783







1,783December 31, 2009

$
2,548


$
28,687


$
9,833


$
41,068   Intangibles.
   48




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    FabricationGroupDecember 31, 2007

$
17,476Amortization


(983
)Translation adjustment


(3,297
)December 31, 2008


13,196Amortization


(891
)Translation adjustment


1,994December 31, 2009

$
14,299   Other
    long-lived assets:
    Environmental:
  site-by-site
  Treasury
    stock:
    Revenue
    and cost recognition:
       49




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
  Shipping
    and handling fees and costs:
    Research
    and development:
    Pensions:
      Other
    post-retirement benefits:
        Income
    taxes:
       50




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Foreign
    currencies:
        Derivative
    financial instruments:
      Stock-based
    compensation:
     51




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    New
    Accounting Standards:
             52




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
      Note 3
    ASSET AND
    ASSET-RELATED IMPAIRMENTS:    Note 4
    EARNINGS
    PER SHARE:     53




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Years Ended December 31,2009


2008


2007Numerator:Net income (loss)

$
(67,239
)

$
55,695


$
92,631Denominator:Basic weighted-average shares outstanding


25,029,976



22,872,075



22,930,768Effect of dilutive shares






115,428



223,426Diluted weighted-average shares outstanding


25,029,976



22,987,503



23,154,194Earnings (loss) per share:Basic

$
(2.67
)

$
2.42


$
4.01Diluted

$
(2.67
)

$
2.41


$
3.99     Note 5
    INCOME
    TAXES:    December 31, 2009


December 31, 2008


December 31, 2007Current


Deferred


Total


Current


Deferred


Total


Current


Deferred


TotalFederal

$
(2,270
)

$
(21,388
)

$
(23,658
)

$
42,189


$
(10,100
)

$
32,089


$
64,873


$
(19,007
)

$
45,866State


967



(944
)


23



5,445



(3,474
)


1,971



9,460



(1,767
)


7,693Foreign


1,965



(7,147
)


(5,182
)


2,832



(4,612
)


(1,780
)


3,015



(6,738
)


(3,723
)Total

$
662


$
(29,479
)

$
(28,817
)

$
50,466


$
(18,186
)

$
32,280


$
77,348


$
(27,512
)

$
49,836     Years Ended December 31,2009


2008


2007United States

$
(74,039
)

$
103,045


$
157,558Foreign


(22,017
)


(15,070
)


(15,091
)$
(96,056
)

$
87,975


$
142,467  54




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Years Ended December 31,2009


2008


2007Statutory rate of 35% applied to income (loss) before income
    taxes

$
(33,620
)

$
30,791


$
49,864State income taxes, net of federal tax effects


(66
)


1,017



5,543Adjustments of tax reserves and prior years income taxes


2,619



950



(464
)Effects of foreign operations


1,539



1,439



(614
)Manufacturing deduction






(2,161
)


(3,612
)Other


711



244



(881
)Total provision

$
(28,817
)

$
32,280


$
49,836Effective tax rate


30.0
%


36.7
%


35.0
%      55




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    December 31,2009


2008Deferred tax assets:Inventories

$
9,091


$
18,619Postretirement benefit costs


15,613



13,326Employment costs


7,654



7,802Duty drawback claims


2,052



2,310Canadian tax loss carryforwards (expiring 2014 through 2029)


19,368



9,453Pension costs


6,917



3,053Interest rate swap






2,244Unrealized foreign exchange loss






1,032Start-up
    costs


6,606



1,232Asset and asset-related impairment


24,890



Other


4,928



3,179Total deferred tax assets


97,119



62,250Valuation Allowance


(4,066
)


(1,032
)Net deferred tax assets


93,053



61,218Deferred tax liabilities:Property, plant and equipment


(14,140
)


(9,996
)Intangible assets


(3,045
)


(5,693
)Unrealized foreign exchange gain


(690
)


Other


(379
)


(487
)Total deferred tax liabilities


(18,254
)


(16,176
)Net deferred tax asset

$
74,799


$
45,042        56




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
        Unrecognized TaxBenefits2009


2008


2007Gross balance at January 1

$
3,250


$
2,481


$
2,075Prior period tax positionsIncreases


1,952



9



1Decreases


(174
)


(160
)


(1,175
)Lapse of Statute


(561
)






Current period tax positions


1,110



920



1,580Gross balance at December 31

$
5,577


$
3,250


$
2,481Amount that would affect the effective tax rate if recognized

$
5,278


$
3,095


$
2,311         Note 6OTHER
    INCOME (EXPENSE):
   57




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
   Note 7EMPLOYEE
    BENEFIT PLANS:
      Post-RetirementPension Benefit Plans


Benefit Plan2009


2008


2009


2008Change in projected benefit obligation:Projected benefit obligation at beginning of year

$
109,187


$
119,872


$
33,364


$
33,679Service cost


1,591



1,941



511



517Interest cost


7,046



7,130



2,138



2,022Actuarial (gain) loss


9,229



(7,235
)


2,947



(1,394
)Amendment






1,414







Benefits paid


(7,755
)


(13,935
)


(2,936
)


(2,452
)Plan participants contributions










827



846Medicare retiree drug subsidy received










155



146Projected benefit obligation at end of year

$
119,298


$
109,187


$
37,006


$
33,364Change in plan assets:Fair value of plan assets at beginning of year

$
82,531


$
105,384


$



$
Actual return on plan assets


13,680



(19,798
)






Employer contributions


2,600



10,841



1,954



1,592Medicare retiree drug subsidy received










155



146Reimbursement to trust






39







Plan participants contributions










827



846Benefits paid


(7,755
)


(13,935
)


(2,936
)


(2,584
)Fair value of plan assets at end of year

$
91,056


$
82,531


$



$
Funded status

$
(28,242
)

$
(26,656
)

$
(37,006
)

$
(33,364
)Amounts recognized in the Consolidated Balance Sheets consisted
    of:Current liabilities

$
(140
)

$
(121
)

$
(2,476
)

$
(2,632
)Noncurrent liabilities


(28,102
)


(26,535
)


(34,530
)


(30,732
)Net amount recognized

$
(28,242
)

$
(26,656
)

$
(37,006
)

$
(33,364
)  58




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    December 31,


December 31,2009


2008


2009


2008Net actuarial loss (gain)

$
56,887


$
55,543


$
5,544


$
(1,715
)Prior service cost


2,384



3,220



1,364



6,758Total, before tax effect

$
59,271


$
58,763


$
6,908


$
5,043   Post-RetirementPension Benefit Plans


Benefit Plan2009


2008


2009


2008Weighted-average assumptions used to determine benefit
    obligation at December 31:Discount rate


6.15%



6.70%



6.15%



6.70%Rate of increase to compensation levels


3.80%



3.80%



N/A



N/AMeasurement date


12/31/2009



12/31/2008



12/31/2009



12/31/2008Weighted-average assumptions used to determine net periodic
    benefit obligation cost for the years ended December 31:Discount rate


6.70%



6.25%



6.70%



6.25%Expected long-term return on plan assets


7.50%



8.50%



N/A



N/ARate of increase to compensation levels


3.80%



3.80%



N/A



N/A       −.25%


+.25%Effect on subsequent years periodic pension expense (in millions)

+$
0.2


−$
0.2   Dedicated Bond Portfolio
 59




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    −0.25%


+0.25%Effect on total projected benefit obligation (PBO) (in millions)

+$
3.1


−$
3.1Effect on subsequent years periodic pension expense (in millions)

+$
0.2


−$
0.2      Pension Benefit Plans


Post-Retirement Benefit Plan2009


2008


2007


2009


2008


2007Service cost

$
1,591


$
1,941


$
2,014


$
511


$
517


$
484Interest cost


7,046



7,130



6,913



2,138



2,022



2,030Expected return on plan assets


(7,717
)


(8,874
)


(8,076
)










Prior service cost amortization


836



824



693



1,214



1,214



1,214Amortization of actuarial loss


1,921



2,148



2,226











Settlement charges






2,044















Net periodic benefit cost

$
3,677


$
5,213


$
3,770


$
3,863


$
3,753


$
3,728           Investment category (in
    $000s)

2009U.S. government securities

$
16,755Corporate bonds


18,823Equities


49,083Short-term investment funds


3,680Real estate funds


1,176Other investments  Timberlands


1,539Total

$
91,056  60




---



##### Table of Contents



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

2009Equity securities


55
%Debt and other short-term investments


43
%Cash


2
%Total


100
%         Significant


SignificantQuoted Market


Other Observable


UnobservablePrices


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


TotalU.S. government securities

$



$
16,755


$



$
16,755Corporate bonds






18,823







18,823Equities






47,194



1,889



49,083Short-term investment funds


3,680











3,680Real estate funds










1,176



1,176Other investments  Timberlands










1,539



1,539Total assets

$
3,680


$
82,772


$
4,604


$
91,056   Level 1
    Fair Value Measurements:
  Short-term Investment Funds 
  Level 2
    Fair Value Measurements:
  Corporate Bonds and U.S. Government
    Securities 
 61




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
  Equities 
  Level 3
    Fair Value Measurements:
  Common Stock (Private Equity Funds) and Real Estate
    Funds 
  Timberlands  50-year
    Private


Real EstateEquity Funds


Funds


Timberlands


TotalBeginning balance

$
1,565


$
1,408


$
456


$
3,429Realized gains/losses


1



22







23Unrealized gain/losses relating to investments still held at
    December 31, 2009


93



(627
)


38



(496
)Purchases, sales, issuances, and
    settlements-net


230



373



1,045



1,648Ending Balance

$
1,889


$
1,176


$
1,539


$
4,604     Other post-retirement benefit plans. out-of-pocket
   62




---



##### Table of Contents



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


Post-RetirementPension


Benefit Plan


Benefit Plan (notBenefit


(including Plan D


including Plan DPlans


subsidy)


subsidy)2010

$
8,419


$
2,476


$
2,6442011


8,566



2,765



2,9492012


8,752



3,055



3,2582013


8,801



3,222



3,4452014


8,989



2,927



3,1742015 to 2019


46,692



15,389



16,972     Supplemental pension plan.
  Excess pension plan.
    Employee Stock Purchase Plan.
    Note 8
    LEASES:   63




---



##### Table of Contents



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


Capital2010


3,993



172011


3,075



122012


2,675



42013


1,809



2014


1,201



Thereafter


3,258



Total lease payments

$
16,011



33Less: Interest portion






(2
)Amount recognized as capital lease obligations





$
31   Note 9
    UNEARNED
    REVENUE:    Note 10
    TRANSACTIONS
    WITH RELATED PARTIES:    Note 11
    SEGMENT
    REPORTING:      cuts-to-size, just-in-time
   64




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Years Ended December 31,2009


2008


2007Net sales:Titanium Group

$
107,622


$
202,024


$
253,130Intersegment sales


121,664



151,910



181,200Total Titanium Group net sales


229,286



353,934



434,330Fabrication Group


106,231



146,816



131,961Intersegment sales


57,378



79,027



71,664Total Fabrication Group net sales


163,609



225,843



203,625Distribution Group


194,125



261,060



241,708Intersegment sales


2,230



2,628



4,349Total Distribution Group net sales


196,355



263,688



246,057Eliminations


(181,272
)


(233,565
)


(257,213
)Total consolidated net sales

$
407,978


$
609,900


$
626,799Operating income (loss):Titanium Group before corporate allocations

$
(57,849
)

$
76,883


$
113,469Corporate allocations


(10,236
)


(15,123
)


(10,886
)Total Titanium Group operating income (loss)


(68,085
)


61,760



102,583Fabrication Group before corporate allocations


(16,796
)


12,781



12,351Corporate allocations


(9,533
)


(10,744
)


(8,840
)Total Fabrication Group operating income (loss)


(26,329
)


2,037



3,511Distribution Group before corporate allocations


14,716



32,561



41,716Corporate allocations


(7,578
)


(8,966
)


(6,649
)Total Distribution Group operating income


7,138



23,595



35,067Total consolidated operating income (loss)

$
(87,276
)

$
87,392


$
141,161Income (loss) before income taxes:Titanium Group

$
(68,503
)

$
64,814


$
105,176Fabrication Group


(35,179
)


(1,036
)


1,832Distribution Group


7,626



24,197



35,459Total consolidated income (loss) before income taxes

$
(96,056
)

$
87,975


$
142,467  65




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
  Years Ended December 31,2009


2008


2007Revenue by Market Information:Titanium GroupCommercial aerospace

$
46,309


$
123,904


$
153,834Defense


43,109



60,829



62,937Industrial and consumer


18,204



17,291



36,359Total Titanium Group net sales


107,622



202,024



253,130Fabrication GroupCommercial aerospace


40,212



55,691



49,885Defense


29,209



28,193



31,491Industrial and consumer


36,810



62,932



50,585Total Fabrication net sales


106,231



146,816



131,961Distribution GroupCommercial aerospace


93,250



126,116



109,162Defense


92,080



116,838



112,857Industrial and consumer


8,795



18,106



19,689Total Distribution Group net sales


194,125



261,060



241,708Total consolidated net sales

$
407,978


$
609,900


$
626,799Geographic location of trade sales:United States

$
261,300


$
418,658


$
466,307France


49,475



62,929



43,085England


34,100



39,084



40,566Germany


27,246



26,143



27,599Canada


14,074



20,221



14,896Spain


6,510



6,627



5,446Italy


4,335



5,997



6,281Japan


1,657



11,894



5,475Other countries


9,281



18,347



17,144Total trade sales

$
407,978


$
609,900


$
626,799Capital expenditures:Titanium Group

$
72,583


$
107,157


$
39,599Fabrication Group


9,243



17,410



24,447Distribution Group


459



1,023



888Total capital expenditures

$
82,285


$
125,590


$
64,934Depreciation and amortization:Titanium Group

$
12,694


$
11,624


$
9,539Fabrication Group


7,636



7,736



5,551Distribution Group


833



841



622Total depreciation and amortization

$
21,163


$
20,201


$
15,712  66




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    December 31,2009


2008


2007Property, plant, and equipment:United States

$
409,121


$
418,135


$
291,101England


4,791



4,761



3,930France


1,470



1,437



1,253Canada


62,323



52,038



54,322Less: Accumulated depreciation


(225,404
)


(205,309
)


(193,251
)Property, plant, and equipment, net

$
252,301


$
271,062


$
157,355Total assets:Titanium Group

$
365,725


$
374,999


$
281,238Fabrication Group


239,847



224,534



226,445Distribution Group


140,666



155,838



145,953General corporate assets


108,497



273,832



101,648Total consolidated assets

$
854,735


$
1,029,203


$
755,284       Note 12
    COMMITMENTS
    AND CONTINGENCIES:    Tronox
    LLC Litigation
  and/or
 67




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
     Duty
    Drawback Investigation
               68




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Environmental
    Matters
          EnvironmentalLiabilitiesBalance at December 31, 2008

$
(2,259
)Environmental-related expense


(79
)Cash paid


792Balance at December 31, 2009

$
(1,546
)     Active Investigative or Cleanup Sites.
  Ashtabula River.
 69




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
    Reserve Environmental Services Landfill.
  Other
    Matters
    Note 13
    EQUITY
    OFFERING:    Note 14
    LONG-TERM
    DEBT:    December 31,2009


2008RTI term loan

$



$
225,000RTI Claro credit agreement






11,792Interest-free loan agreement  Canada






2,995Other


81



138Total debt

$
81


$
239,925Less: Current portion






(1,375
)Long-term debt

$
81


$
238,550      70




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
      Note 15
    STOCK
    OPTIONS AND RESTRICTED STOCK AWARD PLANS:          2009


2008


2007Risk-free interest rate


1.85
%


2.81
%


4.67
%Expected dividend yield


0.00
%


0.00
%


0.00
%Expected lives (in years)


4.0



4.0



5.0Expected volatility


58.00
%


41.00
%


42.00
%    71




---



##### Table of Contents



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


Remaining


AggregateAverage


Contractual


IntrinsicStock Options

Shares


Exercise Price


Term (Years)


ValueOutstanding at December 31, 2008


352,680


$
38.90Granted


170,430



13.88Forfeited


(25,888
)


23.26Expired


(10,571
)


48.90Exercised


(11,070
)


10.83Outstanding at December 31, 2009


475,581


$
31.22



6.72


$
3,049Exercisable at December 31, 2009


271,338


$
34.74



5.21


$
1,355         Weighted-AverageGrant-DateFair ValueNonvested Restricted Stock Awards

Shares


Per ShareNonvested at December 31, 2008


161,669


$
51.35Granted


125,271



14.57Vested


(92,844
)


49.00Forfeited


(22,709
)


31.77Nonvested at December 31, 2009


171,387


$
28.34      72




---



##### Table of Contents



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


Maximum SharesPerformance Share Awards

Activity


Eligible to ReceiveOustanding at December 31, 2008


28,500



57,000Granted


85,730



171,460Vested


(500
)


(1,000
)Expired


(24,400
)


(48,800
)Forfeited


(15,950
)


(31,900
)Outstanding at December 31, 2009


73,380



146,760     Note 16
    FINANCIAL
    INSTRUMENTS:       73




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Financial Statements
  (In
    thousands, except share and per share amounts, unless otherwise
    indicated)
      Note 17
    SELECTED
    QUARTERLY FINANCIAL INFORMATION (UNAUDITED):    1st


2nd


3rd


4th2009

Quarter


Quarter


Quarter


QuarterNet Sales

$
106,054


$
104,354


$
100,247


$
97,323Gross profit


16,292



13,495



17,821



8,203Operating income (loss)


(779
)


(1,603
)


1,971



(86,865
)Net income (loss)


(1,459
)


125



(8,652
)


(57,253
)Earnings per share:Basic

$
(0.06
)

$
0.01


$
(0.35
)

$
(1.91
)Diluted

$
(0.06
)

$
0.01


$
(0.35
)

$
(1.91
)   1st


2nd


3rd


4th2008

Quarter


Quarter


Quarter


QuarterNet Sales

$
150,648


$
159,829


$
150,615


$
148,808Gross profit


52,058



49,203



37,123



28,890Operating income


33,226



30,894



17,845



5,427Net income


22,237



18,613



11,252



3,593Earnings per share:Basic

$
0.96


$
0.81


$
0.49


$
0.16Diluted

$
0.96


$
0.81


$
0.49


$
0.16   Note 18
    SUBSEQUENT
    EVENTS:   74




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure
    controls and procedures
    Managements
    report on internal control over financial reporting
  Rule 13a-15(f).
  Internal Control  Integrated Framework
    Changes
    in internal control over financial reporting
    Item 9B.
    Other
    Information   75




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.            Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Equity
    Compensation Plan Information
  (c) Number ofSecurities RemainingAvailable for Future(a) Number of





Issuance Under EquitySecurities to be





Compensation PlansIssued Upon Exercise


(b) Weighted-Average


(Excluding Securitiesof Outstanding


Exercise Price of


Reflected in ColumnPlan Category

Options


Outstanding Options


(a))Equity compensation plans approved by security holders (see
    Note(i) and Note (iii))


469,581


$
31.49



1,689,272Equity compensation plans not approved by security holders (see
    Note (ii))


6,000



9.90



475,581


$
31.22



1,689,272   Note (i): 10-year
 76




---



##### Table of Contents



Note (ii):
  Note (iii):
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.          Exhibits
    ExhibitNo.

Description2
.1

Amended and Restated Reorganization Agreement, incorporated by
    reference to Exhibit 2.1 to the Companys Registration
    Statement on
    Form S-1
    No. 33-30667
    Amendment No. 1.3
.1

Amended and Restated Articles of Incorporation of the Company,
    effective April 29, 1999, incorporated by reference to
    Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 1999.3
.2

Amended Code of Regulations of the Company, incorporated by
    reference to Exhibit 3.3 to the Companys Registration
    Statement on
    Form S-4
    No. 333-61935.3
.3

RTI International Metals, Inc. Code of Ethical Business Conduct,
    incorporated by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2003.4
.1

Amended and Restated Credit Agreement dated September 8,
    2008, incorporated by reference to Exhibit 4.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009.4
.2

Offer of loan by and among RTI-Claro, Inc., as borrower and
    Investissement Quebec, dated August 3, 2006, incorporated
    by reference to the Companys Quarterly Report on
    Form 10-Q
    for quarterly period ended September 30, 2006 .4
.3

Credit Agreement between RTI Claro, Inc., as borrower, RTI
    International Metals Inc., as guarantor, and National City Bank,
    Canada Branch, as lender, dated as of December 27, 2006,
    incorporated by reference to Exhibit 4.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009.4
.4

Credit Amending Agreement dated September 27, 2007, related
    to the Credit Agreement between RTI-Claro, Inc., as borrower,
    RTI International Metals Inc., as guarantor, and National City
    Bank, Canada Branch, as lender, incorporated by reference to
    Exhibit 4.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009. 77




---



##### Table of Contents



ExhibitNo.

Description4
.5

Second Credit Amending Agreement dated September 8, 2008,
    related to the Credit Agreement between RTI-Claro, Inc., as
    borrower, RTI International Metals, Inc., as guarantor, and
    National City Bank, Canada Branch, as lender, incorporated by
    reference to Exhibit 4.5 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2009.4
.6

First Amendment to the Amended and Restated Credit Agreement,
    dated September 18, 2009, incorporated by reference to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2009.4
.7

Second Amendment to the Amended and Restated Credit Agreement,
    dated January 19, 2010, filed herewith.10
.1*

RTI International Metals, Inc. Supplemental Pension Program
    effective August 1, 1987, as amended and restated
    October 26, 2007, incorporated by reference to
    Exhibit 10.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007.10
.2*

RTI International Metals, Inc. Excess Benefits Plan effective
    July 18, 1991, and restated October 26, 2007,
    incorporated by reference to Exhibit 10.2 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007.10
.3*

RTI International Metals, Inc., 1995 Stock Plan incorporated by
    reference to Exhibit 10.11 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 1995.10
.4*

Amended and restated employment agreement, dated
    December 31, 2008, between the Company and Dawne S.
    Hickton, incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    for the event dated December 31, 2008.10
.5*

Amended and restated employment agreement, dated
    December 31, 2008, between the Company and William T. Hull,
    incorporated by reference to Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K
    for the event dated December 31, 2008.10
.6*

Amended and restated employment agreement, dated
    December 31, 2008, between the Company and Stephen R.
    Giangiordano, incorporated by reference to Exhibit 10.3 to
    the Companys Current Report on
    Form 8-K
    for the event dated December 31, 2008.10
.7*

Amended and restated employment agreement, dated
    December 31, 2008, between the Company and Chad Whalen,
    incorporated by reference to Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K
    for the event dated December 31, 2008.10
.8*

Amended and Restated Executive Non-Change in Control Severance
    Policy, as amended December 31, 2008, incorporated by
    reference to Exhibit 10.7 to the Companys Current
    Report on
    Form 8-K
    for the event dated December 31, 2008.10
.9*

Amended and Restated Executive Change in Control Severance
    Policy, as amended December 31, 2008, incorporated by
    reference to Exhibit 10.8 to the Companys Current
    Report on
    Form 8-K
    for the event dated December 31, 2008.10
.10*

RTI International Metals, Inc. 2004 Stock Plan effective
    January 28, 2005, as amended January 26, 2007,
    incorporated by reference to Exhibit 10.12 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006.10
.11*

Form of Non-Qualified Stock Option Grant under the RTI
    International Metals, Inc. 2004 Stock Plan, incorporated by
    reference to Exhibit 10.13 to the Companys Annual
    Report on
    Form 10-K
    filed on April 14, 200510
.12*

Form of Restricted Stock Grant under the RTI International
    Metals, Inc. 2004 Stock Plan, incorporated by reference to
    Exhibit 10.14 to the Companys Annual Report on
    Form-10K for the year ended December 31, 2004.10
.13*

Form of Performance Share Award under the RTI International
    Metals, Inc. 2004 Stock Plan, 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
.14*

RTI International Metals, Inc. Board of Directors Compensation
    Program, as amended July 27, 2007, incorporated by
    reference to Exhibit 10.26 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007. 78




---



##### Table of Contents



ExhibitNo.

Description10
.15*

Form of indemnification agreement, incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2007.10
.16*

Pay philosophy and guiding principles covering officer
    compensation incorporated by reference to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005.10
.17

2005 Settlement with the U.S. Department of Energy, incorporated
    by reference to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005.10
.18

Procurement Frame Contract between EADS Deutschland GmbH and RTI
    International Metals, Inc. dated April 26, 2006,
    incorporated by reference to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarterly period ended June 30, 2006.10
.19

Titanium Sponge Supply Agreement, dated January 1, 2007,
    between the Company and Sumitomo Titanium Corporation and its
    affiliates, incorporated by reference to Exhibit 10.9 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 200710
.20

Amendment to Long-Term Supply Agreement, dated May 30,
    2007, between the Company and Lockheed Martin Corporation and
    its affiliates, incorporated by reference to Exhibit 10.1
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007.10
.21

Supplemental long-term Supply Agreement, dated
    September 17, 2007, between the Company and EADS
    Deutschland GmbH as Lead Buyer for the European Aeronautic
    Defense Space group of companies, incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007.10
.22*

Amended and restated employment agreement, dated
    December 31, 2008, between the Company and William F.
    Strome, incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K
    for the event dated December 31, 2008.10
.22

RTI International Metals, Inc. 2002 Non-Employee Director Stock
    Option Plan, incorporated by reference to Exhibit 4.3 to
    the Companys Registration Statement on
    Form S-8
    dated February 19, 2002.10
.24

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, 2008.10
.25

RTI International Metals, Inc., Employee Stock Purchase Plan,
    incorporated by reference to Annex A to the Companys
    Notice of Annual Meeting of Shareholders and Proxy Statement,
    Form 14A, dated February 23, 2009.21
.1

Subsidiaries of the Company, filed herewith.23
.1

Consent of independent registered public accounting firm, filed
    herewith.24
.1

Powers of Attorney, 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 Chief 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.      79




---



##### Table of Contents



SIGNATURES
      By
    /s/  William
    T. Hull  Senior Vice President and Chief Financial Officer
 (principal accounting officer)
      Signature and Title

DateCRAIG R. ANDERSSON, Director;DANIEL I. BOOKER, Director;DONALD P. FUSILLI, JR., Director,RONALD L. GALLATIN, Director;CHARLES C. GEDEON, Director;ROBERT M. HERNANDEZ, Director;EDITH E. HOLIDAY, Director;BRYAN T. MOSS, DirectorJAMES A. WILLIAMS, Director;by:/s/  Dawne
    S. HicktonDawne
    S. Hickton
    As
    Attorney-in-Fact

February 22, 2010/s/  Dawne
    S. HicktonDawne
    S. Hickton
    Vice Chairman, President, Chief Executive Officer and Director

February 22, 2010/s/  William
    T. HullWilliam
    T. Hull
    Senior Vice President and Chief Financial Officer(principal accounting officer)

February 22, 2010  80




---



##### Table of Contents



RTI
    INTERNATIONAL METALS, INC. AND SUBSIDIARIES
 Schedule II 
    Valuation and Qualifying Accounts



(In
    thousands) (Charged)


(Charged)Balance at


Credited to


Credited to


BalanceBeginning


Costs and


Other


at EndDescription

of Year


Expenses


Accounts


of YearYear ended December 31, 2009:Allowance for doubtful accounts

$
(2,260
)

$
1,614


$



$
(646
)Valuation allowance for deferred income taxes


(1,032
)


(4,066
)


1,032



(4,066
)Year ended December 31, 2008:Allowance for doubtful accounts


(613
)


(1,647
)






(2,260
)Valuation allowance for deferred income taxes










(1,032
)


(1,032
)Year ended December 31, 2007:Allowance for doubtful accounts


(1,548
)


893



42



(613
)Valuation allowance for deferred income taxes


(35
)


35







Allowance for U.S. Customs on duty drawback


(608
)






608



  S-1