RTI INTERNATIONAL METALS INC - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002.

OR

[ ] 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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1000 WARREN AVENUE, NILES, OHIO 44446
(Address of principal executive offices)

(330) 544-7700
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO __

At August 1, 2002, 20,769,983 shares of common stock of the registrant were
outstanding.

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RTI INTERNATIONAL METALS, INC.

FORM 10-Q
QUARTER ENDED JUNE 30, 2002

INDEX

PART I -- FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

RTI INTERNATIONAL METALS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

(DOLLARS IN THOUSANDS)

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

2

RTI INTERNATIONAL METALS, INC.

CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

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

3

RTI INTERNATIONAL METALS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

(DOLLARS IN THOUSANDS)

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

4

RTI INTERNATIONAL METALS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

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

5

RTI INTERNATIONAL METALS, INC.

SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION

The consolidated financial statements included herein have been prepared by
RTI International Metals, Inc. (the "Company"), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. The
consolidated financial statements include the accounts of RTI International
Metals, Inc. and its majority owned subsidiaries. All significant intercompany
transactions have been eliminated. The financial information presented reflects
all adjustments, consisting only of normal recurring adjustments, which are, in
the opinion of management, necessary for a fair presentation of the results for
the interim periods presented. The results for the interim periods are not
necessarily indicative of the results to be expected for the year.

NOTE 2--ORGANIZATION

On September 30, 1998, the shareholders of the Company's now wholly-owned
subsidiary RMI Titanium Company ("RMI") approved a proposal to reorganize into a
holding company structure (the "1998 Reorganization"). Pursuant to this
reorganization, the Company became the parent company of RMI, and shares of RMI
common stock were automatically exchanged on a one-for-one (1:1) basis for
shares of RTI. Shares of RTI began trading on the New York Stock Exchange on
October 1, 1998.

The Company is a successor to entities that have been operating in the
titanium industry since 1951. In 1990, USX Corporation ("USX") and Quantum
Chemical Corporation ("Quantum") transferred their entire ownership interest in
RMI's immediate predecessor, RMI Company, an Ohio general partnership, to the
Company in exchange for shares of the Company's common stock (the "1990
Reorganization"). Quantum sold its shares of common stock to the public while
USX retained ownership of its shares.

In November, 1996, USX completed a public offering of its 6 3/4% notes (the
"Notes") which were exchangeable in February, 2000, for 5,483,600 shares of RTI
common stock owned by USX. On February 1, 2000, the trustee under the note
indenture delivered 5,483,000 of RTI common stock to the note holders in
exchange for the Notes terminating USX's ownership interest in RTI.

NOTE 3--INCOME TAXES

In the six months ended June 30, 2002, the Company recorded an income tax
expense of $7.3 million, or 39% of pre-tax income compared to an expense of $3.0
million, or 39% for the six months ended June 30, 2001. The effective tax rate
for the six-month periods ended June 30, 2002 and June 30, 2001 of 39% exceeded
the federal statutory rate of 35% primarily as a result of state income taxes.
The effective tax rate for the six-month period ended June 30, 2001 also
exceeded the federal statutory rate of 35% due to non-deductible goodwill
amortization.

6

NOTE 4--EARNINGS PER SHARE

A reconciliation of the income and weighted average number of outstanding
common shares used in the calculation of basic and diluted earnings per share
for the quarters and six months ended June 30, 2002 and 2001 are as follows (in
thousands except number of shares and per share amounts):

913,846 and 565,727 shares of common stock issuable upon exercise of employee
stock options have been excluded from the calculation of diluted earnings per
share for the quarters ended June 30, 2002 and 2001, respectively, and 914,177
and 565,727 have been excluded from the calculation of diluted earnings per
share for the six months ended June 30, 2002 and 2001, respectively, because the
exercise price of the options exceeded the weighted average market price of the
Company's common stock during those periods.

NOTE 5--INVENTORIES

NOTE 6--UNEARNED REVENUE

The Company reported a liability for unearned revenue of $8.2 million as of
June 30, 2002 and $6.1 million as of December 31, 2001. These amounts primarily
represent payments, received in advance from energy market customers on
long-term orders, which the Company has not recognized as revenues. The change
from December 31, 2001 is due to an increase in the Company's energy market
business.

NOTE 7--COMMITMENTS AND CONTINGENCIES

Under a 1990 reorganization, the Company agreed to indemnify USX and
Quantum against liabilities related to their ownership of RMI and its immediate
predecessor, Reactive Metals, Inc., which was formed by USX and Quantum in 1964.

From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. Given the
critical nature of many of the aerospace end uses for the Company's products,
including specifically their use in critical rotating parts of gas turbine
engines, the Company maintains aircraft products liability insurance of $250
million, which includes grounding liability.

7

Environmental Matters

In the ordinary course of business, the Company is subject to environmental
laws and regulations concerning the production, handling, storage,
transportation, emission, and disposal of waste materials and is also subject to
other federal and state laws and regulations regarding health and safety
matters. These laws and regulations are constantly evolving, and it is not
currently possible to predict accurately the ultimate effect these laws and
regulations will have on the Company in the future.

The Company is involved in investigative or cleanup projects under federal
or state environmental laws at a number of waste disposal sites, including the
Fields Brook Superfund Site and the Ashtabula River Area of Concern. Given the
status of the proceedings with respect to these sites, ultimate remediation
costs cannot presently be accurately predicted, but could, in the aggregate, be
material. Based on the information available regarding the current ranges of
estimated remediation costs at currently active sites, and what the Company
believes will be its ultimate share of such costs, provisions for
environmental-related costs have been recorded.

With regard to the Fields Brook Superfund Site, the Company and twelve
other parties entered into an allocation agreement which assigns 9.44% of the
cost to RMI. However, the actual percentage may be more or less based on
contributions from other parties which are not currently participating in the
allocation agreement. Cleanup began in 2000 and is expected to be completed in
2002. The current estimate of the remaining cost of remediation of the Fields
Brook site is approximately $8 million.

The Ashtabula River and Harbor has been designated as one of 43 Areas of
Concern on the Great Lakes by the International Joint Commission. Fields Brook
empties into the Ashtabula River, which in turn flows into Lake Erie. The State
of Ohio has appropriated $7 million in state funds to the Ashtabula River
dredging project to assist in securing federal funds needed to conduct the
dredging. The Company believes it is most appropriate to use public funds to
remediate a site with regional environmental and economic development
implications such as the Ashtabula River and Harbor. The Ashtabula River
Partnership ("ARP"), a voluntary group of public and private entities including,
among others, the Company, the EPA, and the Ohio EPA, was formed in July 1994 to
bring about the remediation of the river. The ARP is working both to design a
cost-effective remedy and to secure public funding. Phase 1, the Comprehensive
Management Plan, is complete. To fund the Detailed Design and Remedial Action,
the Company has estimated the private contribution to the project could
approximate $14 million, of which roughly 10% to 15% is allocated to the Company
(before contributions from third parties). It is possible that the EPA could
determine that the Ashtabula River and Harbor should be designated as an
extension of the Fields Brooks Superfund site, or, alternatively, as a separate
Superfund site. The Company has accrued an amount for this matter based on its
best estimate of its share of the currently proposed remediation plan. The
Fields Brook PRP group has indicated to the Ashtabula River Partnership the
group's willingness to participate in funding in exchange for a release from
CERCLA liability.

At June 30, 2002, the amount accrued for future environmental-related costs
was $1.7 million. Based on available information, RMI believes its share of
potential environmental-related costs, before expected contributions from third
parties, is in a range from $2.8 million to $6.5 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) which could equal from $1.9 to $2.3
million. The Company has been receiving contributions from such third parties
for a number of years as partial reimbursement for costs incurred by the
Company. As these proceedings continue toward final resolution, amounts in
excess of those already provided may be necessary to discharge the Company from
its obligations for these projects.

Gain Contingency

In 2000, RTI made a claim against Boeing Commercial Airplane Group for
approximately $6 million for contractual amounts due in connection with the
terms of their long-term supply agreement. Under the terms of the contract,
Boeing was required to order a minimum of 3.25 million pounds of titanium during
2000. Actual shipments were approximately 1.1 million pounds. This claim was
treated as a gain contingency under Statements of Financial Accounting Standards
No. 5, "Accounting for Contingencies" (FAS 5), deferring the realization of
income until Boeing satisfied the claim.

8

On March 19, 2001, Boeing satisfied the above-mentioned 2000 contractual
claim for approximately $6 million. The financial impact of this settlement was
recorded in other income in the first quarter of 2001.

In 2001, RTI made a similar claim against Boeing Commercial Airplane Group
for approximately $7 million in connection with the terms of their long-term
supply agreement. Under the terms of the contract, Boeing was required to order
a minimum of 3.25 million pounds of titanium during 2001. Actual shipments were
approximately 0.9 million pounds. This claim was also treated as a gain
contingency under FAS 5, deferring realization of income until Boeing satisfied
the claim.

On March 6, 2002, Boeing satisfied the above-mentioned 2001 contractual
claim for approximately $7 million. The financial impact of this settlement was
recorded in other income in the first quarter of 2002.

Other

The Company is also the subject of, or a party to, a number of other
pending or threatened legal actions involving a variety of matters incidental to
its business.

The ultimate resolution of these foregoing contingencies could,
individually or in the aggregate, be material to the consolidated financial
statements. However, management believes that the Company will remain a viable
and competitive enterprise even though it is possible that these matters could
be resolved unfavorably.

NOTE 8--SEGMENT REPORTING

The Company's reportable operating segments are the Titanium Group and the
Fabrication and Distribution Group.

The Titanium Group manufactures and sells a wide range of titanium mill
products to a customer base consisting primarily of manufacturing and
fabrication companies in the aerospace and nonaerospace markets. Titanium mill
products consist of basic mill shapes such as ingot, slab, bloom, billet, bar,
plate, sheet, strip and welded tube. Titanium mill products are sold primarily
to customers such as metal fabricators, forge shops and, to a lesser extent,
metal distribution companies. Titanium mill products are usually raw or starting
material for these customers, who then form, fabricate or further process mill
products into finished or semi-finished components or parts.

The Fabrication and Distribution Group is engaged primarily in the
fabrication of titanium, specialty metals and steel products, including pipe and
engineered tubular products, for use in the oil and gas and geo-thermal energy
industries; hot and superplastically formed parts; and cut, forged, extruded and
rolled shapes for aerospace and nonaerospace applications. This segment also
provides warehousing, distribution, finishing, cut-to-size and just-in-time
delivery services of titanium, steel and other metal products.

Other Operations is comprised of certain small businesses and operations
dissimilar to either the Titanium Group or the Fabrication and Distribution
Group, and primarily consists of the Company's Environmental Services Division
located in Ashtabula, Ohio. While the Environmental Services Division is
structurally a part of the Titanium Group, the aggregation rules of generally
accepted accounting principles do not permit combination with that group for
this footnote disclosure.

Intersegment sales are accounted for at prices which are generally
established by reference to similar transactions with unaffiliated customers.
Reportable segments are measured based on segment operating income after an
allocation of certain corporate items such as general corporate overhead and
expenses.

9

Segment information for the three-month and six-month periods ended June
30, 2002 and 2001 is as follows:

NOTE 9--CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

The Financial Accounting Standards Board (FASB) issued Statements of
Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative
Instruments and Hedging Activities" in June 1998. FAS 133 requires all
derivatives to be recognized as either assets or liabilities on the balance
sheet and to be measured at fair value. Changes in the fair value of derivatives
will be recognized in income immediately if the derivatives are designated for
purposes other than hedging or are deemed not effective as hedges.

The Company adopted FAS No. 133 on January 1, 2001. A charge of
approximately $0.2 million, net of a tax benefit of approximately $0.1 million,
was recorded as a cumulative effect of adoption of FAS No. 133 in the Company's
results of operations for the first quarter of 2001. The charge represented the
fair value of the net liability of a foreign currency forward purchase contract
upon adoption.

NOTE 10--NEW ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141 (FAS 141), "Business
Combinations", and No. 142 (FAS 142), "Goodwill and Other Intangible Assets".

FAS 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by FAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001; (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill; and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

FAS 142 supersedes Accounting Principles Board Opinion No. 17 (APB 17),
"Intangible Assets". FAS 142 primarily addresses the accounting for goodwill and
intangible assets subsequent to their acquisition (i.e., the

10

post-acquisition accounting). The most significant changes made by FAS 142 are:
(1) goodwill and indefinite-lived intangible assets will no longer be amortized;
(2) goodwill will be tested for impairment at least annually at the reporting
unit level; (3) intangible assets deemed to have an indefinite life will be
tested for impairment at least annually; and (4) the amortization period of
intangible assets with finite lives will no longer be limited to forty years.

FAS 141 must be applied to all business combinations initiated or completed
after June 30, 2001. FAS 142 must have been adopted as of January 1, 2002. The
Company adopted FAS 142 in the first quarter of fiscal 2002 and discontinued the
amortization of goodwill. Management has completed its initial evaluation of its
existing goodwill for impairment in accordance with FAS 142. No impairment loss
or transition adjustments were required. The following table sets forth the
effect of discontinuing of goodwill amortization as required by FAS 142:

In August 2001, the FASB issued Statements of Financial Accounting
Standards No. 143 (FAS 143), "Accounting for Asset Retirement Obligations." FAS
143 prescribes the accounting for retirement obligations associated with
tangible long-lived assets, including: (1) the timing of liability recognition;
(2) initial measurement of the liability; (3) allocation of the cost of the
obligation to expense; (4) measurement and recognition of subsequent changes to
the liability; and (5) financial statement disclosures. FAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The standard is required to be adopted in fiscal years
beginning after June 15, 2002. At adoption, any transition adjustment required
will be reported as a cumulative effect of a change in accounting principle.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

In September 2001, the FASB issued Statements of Financial Accounting
Standards No. 144 (FAS 144), "Accounting for the Impairment or Disposal of
Long-Lived Assets." FAS 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This Statement supersedes
Statements of Financial Accounting Standards No. 121 (FAS 121), "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," and the accounting and reporting provisions of Accounting Principles Board
Opinion No. 30 (APB 30), "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business (as previously defined in that Opinion). This standard prescribes
a single accounting model for long-lived assets to be disposed of by sale, and
also prescribes the accounting for the impairment of long-lived assets to be
held and used and for assets to be disposed of by other than sale (e.g.,
abandonment). Under this standard, long-lived assets to be disposed of by sale
should be carried at the lower of its carrying amount or fair value less cost to
sell and depreciation (amortization) should cease. Discontinued operations are
no longer measured on a net realizable value basis, and future operating losses
are no longer recognized before they occur. For long-lived assets to be held and
used, the significant changes under FAS 144 are: (1) the removal of goodwill
from the scope of this standard; (2) the standard prescribes a probability-

11

weighted cash flow approach to measuring the future cash flows from the assets;
and (3) the standard prescribes a "primary asset" approach to grouping assets
for purposes of testing for impairment. This standard is required to be adopted
in fiscal years beginning after December 15, 2001; early adoption is permitted.
The requirements of this standard are to be applied prospectively from adoption
with no cumulative effect of change in accounting principle reported. The
Company adopted FAS 144 in the first quarter of 2002 and there was not a
material financial impact.

On April 30, 2002, the FASB issued Statements of Financial Accounting
Standards No. 145 (FAS 145), "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." FAS 145 rescinds
Statements of Financial Accounting Standards No. 4 (FAS 4), "Reporting Gains and
Losses from the Extinguishment of Debt," and the criteria in Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" will
now be used to classify gains and losses on the extinguishment of debt.
Statements of Financial Accounting Standards No. 64, "Extinguishments of Debt
Made to Satisfy Sinking Fund Requirements" amended FAS 4 and is no longer
necessary because FAS 4 has been rescinded. Statements of Financial Accounting
Standards No. 44, "Accounting for Intangible Assets of Motor Carriers" did not
apply to the Company. Statements of Financial Accounting Standards No. 13,
"Accounting for Leases" is amended to require certain lease modifications that
have economic effects similar to sale-leaseback transactions to be accounted for
in the same manner as sale-leaseback transactions. FAS 145 also makes technical
corrections to existing pronouncements. While these corrections are not
substantive in nature, in some instances, they may change accounting practice.
Generally, FAS 145 is effective for transactions occurring after May 15, 2002.
There was no financial statement implication related to the adoption of this
Statement.

Statements of Financial Accounting Standards No. 146 (FAS 146), "Accounting
for Exit or Disposal Activities" was issued in July of 2002. FAS 146 addresses
significant issues regarding the recognition, measurement, and reporting of
costs that are associated with exit and disposal activities, including
restructuring activities. The scope of FAS 146 includes (1) costs to terminate
contracts that are not capital leases; (2) costs to consolidate facilities or
relocate employees; and (3) termination benefits provided to employees who are
involuntarily terminated under the terms of a one-time benefit arrangement that
is not an ongoing benefit arrangement or an individual deferred-compensation
contract. The provisions of this Statement will be effective for disposal
activities initiated after December 31, 2002, with early application encouraged.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The following discussion should be read in connection with the information
contained in the Consolidated Financial Statements and Selected Notes to
Consolidated Financial Statements. The following information contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are subject to the safe harbor created by
that Act. Such forward-looking statements include, without limitation,
statements regarding the future availability and prices of raw materials,
competition in the titanium industry, demand for the Company's products, the
historic cyclicality of the titanium and aerospace industries, uncertain defense
spending, long-term supply agreements, the ultimate determination of pending
trade petitions, global economic conditions, the Company's order backlog and the
conversion of that backlog into revenue, labor relations, the long-term impact
of the events of September 11, 2001 and the ongoing war on terrorism, and other
statements contained herein that are not historical facts. Because such
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. These and other risk
factors are set forth below in the "Outlook" section, as well as in the
Company's other filings with the Securities and Exchange Commission ("SEC") over
the last 12 months, copies of which are available from the SEC or may be
obtained upon request from the Company.

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

NET SALES

Net sales decreased to $72.9 million for the three months ended June 30,
2002 compared to net sales of $74.9 million in the corresponding 2001 period.
Sales for the Company's Titanium Group amounted to $34.4 million in the three
months ended June 30, 2002 compared to $38.5 million in the same period of 2001.
Titanium Group net sales decreased as a result of a decrease in mill product
shipments, partially offset by higher average realized prices as product mix
shifted to higher value-added rolled products. Shipments of titanium mill
products were 2.8 million pounds in the three months ended June 30, 2002,
compared to 3.0 million pounds for the same period in 2001. Mill product
shipments in the three months ended June 30, 2002 were lower than those in 2001
as demand for forged mill products for aerospace markets declined. Average
realized prices on mill products for the three months ended June 30, 2002
increased to $14.94 per pound from $13.73 per pound in 2001. The increase in
average realized prices for mill products resulted primarily from an increased
mix of higher value-added rolled mill products when compared to 2001. Sales for
the Company's Fabrication and Distribution Group amounted to $38.5 million in
the three months ended June 30, 2002, compared to $36.4 million in the same
period of 2001. This increase reflects an increase in energy market sales,
partially offset by reduced demand in distribution sales in the United States
and Europe.

GROSS PROFIT

Gross profit amounted to $14.5 million, or 19.9% of sales for the three
months ended June 30, 2002 compared to a gross profit of $10.2 million or 13.6%
for the comparable 2001 period. Gross margin improved as a result of continuing
Titanium Group cost reduction efforts and increased sales in energy markets,
partially offset by reduced volume in domestic and European distribution sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses amounted to $8.5 million or
11.6% of sales for the three months ended June 30, 2002, compared to $8.3
million or 11.1% of sales for the same period in 2001. The increase in selling,
general and administrative expenses reflects the impact of an increase in
estimated accruals for employee related costs including benefits.

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES

Research, technical and product development expenses amounted to $0.3
million in 2002 compared to $0.5 million during the same period in 2001.

13

OPERATING INCOME

Operating income for the three months ended June 30, 2002 amounted to $5.7
million, or 7.8% of sales compared to $1.3 million, or 1.7% of sales, in the
same period of 2001. This change consists of an increase in operating income
from the Titanium Group of $4.5 million primarily due to continuing cost
reduction efforts. This increase was partially offset by a decrease in operating
income in the Fabrication and Distribution Group of $0.1 million due to a
decrease in demand in domestic and European distribution sales, partially offset
by an increase in energy market sales.

OTHER INCOME

Other income for the three months ended June 30, 2002 amounted to $0.1
million, compared to a $0.2 million loss in the same period of 2001.

INTEREST EXPENSE

Interest expense for the three months ended June 30, 2002 amounted to $0.1
million compared to $0.1 million in the same period of 2001.

INCOME TAXES

In the three months ended June 30, 2002, the Company recorded an income tax
expense of $2.2 million compared to a $0.4 million expense recorded in the same
period in 2001. The effective tax rates for the three months ended June 30 of
2002 and 2001 were approximately 39%. The effective tax rate of 39% for the
three months ended June 30, 2002 was greater than the federal statutory rate of
35% primarily due to state income taxes. The effective tax rate of 39% for the
three months ended June 30, 2001 was greater than the federal statutory rate of
35% primarily due to state income taxes and non-deductible goodwill
amortization.

NET INCOME

Net income for the three months ended June 30, 2002 amounted to $3.5
million or 4.7% of sales, compared to $0.6 million or 0.8% of sales in the
comparable 2001 period. This change consists of an increase in operating income
from the Titanium Group of $4.5 million primarily due to continuing cost
reduction efforts. This increase was partially offset by a decrease in operating
income in the Fabrication and Distribution Group of $0.1 million due to a
decrease in demand in domestic and European distribution sales, partially offset
by an increase in energy market sales.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

NET SALES

Net sales decreased to $138.6 million for the six months ended June 30,
2002 compared to net sales of $141.1 million in the corresponding 2001 period.
Sales for the Company's Titanium Group amounted to $66.2 million in the six
months ended June 30, 2002 compared to $68.6 million in the same period of 2001.
Titanium Group net sales decreased primarily as a result of lower average
realized prices as product mix shifted to lower priced products. Average
realized prices on mill products for the six months ended June 30, 2002
decreased to $14.09 per pound from $14.27 per pound in 2001. The decrease in
average realized prices for mill products resulted primarily from an increased
mix of lower value-added forged mill products when compared to 2001. Shipments
of titanium mill products were 5.6 million pounds in the six months ended June
30, 2002, compared to 5.4 million pounds for the same period in 2001. Mill
product shipments in the six months ended June 30, 2002 were higher than those
in 2001 as demand for forged mill products for aerospace and energy markets
improved. Sales for the Company's Fabrication and Distribution Group amounted to
$72.4 million in the six months ended June 30, 2002, compared to $72.5 million
in the same period of 2001. This decrease reflects reduced demand in
distribution sales in the United States and Europe, partially offset by an
increase in energy market sales.

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GROSS PROFIT

Gross profit amounted to $28.3 million, or 20.4% of sales for the six
months ended June 30, 2002 compared to a gross profit of $19.7 million or 14.0%
for the comparable 2001 period. Gross margin improved as a result of continuing
Titanium Group cost reduction efforts and increased sales in energy markets,
partially offset by reduced volume in domestic and European distribution sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses amounted to $17.5 million or
12.6% of sales for the six months ended June 30, 2002, compared to $16.7 million
or 11.8% of sales for the same period in 2001. The increase in selling, general
and administrative expenses reflects the impact of an increase in estimated
accruals for employee related costs including benefits.

RESEARCH, TECHNICAL AND PRODUCT DEVELOPMENT EXPENSES

Research, technical and product development expenses amounted to $0.7
million for the six months ended June 30, 2002, compared to $0.9 million during
the same period in 2001.

OPERATING INCOME

Operating income for the six months ended June 30, 2002 amounted to $10.0
million, or 7.2% of sales, compared to $2.1 million, or 1.5% of sales, in the
same period of 2001. This change consists of an increase in operating income
from the Titanium Group of $8.9 million primarily due to continuing cost
reduction efforts. This increase was partially offset by a decrease in operating
income in the Fabrication and Distribution Group of $1.0 million due to a
decrease in demand in domestic and European distribution sales, partially offset
by an increase in energy market sales.

OTHER INCOME

Other income for the six months ended June 30, 2002 amounted to $9.1
million, compared to $5.9 million in the same period of 2001. This increase
primarily reflects an increase in the amount received from Boeing of $0.8
million in settlement of contractually specified damages for failing to meet
minimum order volumes when compared to a similar payment received in 2001. The
increase also reflects the gain of $2.1 million on the sale of shares received
by the Company in 2001 as a result of the demutualization of one of its
insurance carriers in which it was a participant.

INTEREST EXPENSE

Interest expense for the six months ended June 30, 2002 amounted to $0.3
million compared to $0.3 million in the same period of 2001.

INCOME TAXES

In the six months ended June 30, 2002, the Company recorded an income tax
expense of $7.3 million compared to a $3.0 million expense recorded in the same
period in 2001. The effective tax rates for the six months ended June 30, 2002
and 2001 were approximately 39%. The effective tax rate of 39% for the six
months ended June 30, 2002 was greater than the federal statutory rate of 35%
primarily due to state income taxes. The effective tax rate of 39% for the six
months ended June 30, 2002 was greater than the federal statutory rate of 35%
primarily due to state income taxes and non-deductible goodwill amortization.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

The cumulative effect of change in accounting principle for the six months
ended June 30, 2001 of $0.2 million, net of $0.1 million in income taxes,
resulted from the Company's adoption of Statements of Financial Accounting
Standards No. 133 (FAS 133), "Accounting for Derivative Instruments and Hedging

15

Activities" in 2001. The gross charge of $0.3 million represented the
recognition of the net liability for the fair value of a foreign currency
forward purchase contract upon adoption.

NET INCOME

Net income for the six months ended June 30, 2002 amounted to $11.5 million
or 8.3% of sales, compared to $4.5 million or 3.2% of sales in the comparable
2001 period. This change consists of an increase in operating income from the
Titanium Group of $8.9 million primarily due to continuing cost reduction
efforts. This increase was partially offset by a decrease in operating income in
the Fabrication and Distribution Group of $1.0 million due to a decrease in
demand in domestic and European distribution sales, partially offset by an
increase in energy market sales. This increase also reflects an increase in the
amount received from Boeing of $0.5 million, net of tax, in settlement of
contractually specified damages for failing to meet minimum order volumes when
compared to similar amounts received in 2001; and the gain of $1.3 million, net
of tax, on the sale of shares received by the Company in 2001 as a result of the
demutualization of one of its insurance carriers in which it was a participant.

OUTLOOK

The terrorist attacks of September 11, 2001, and their effect on the
general economy, will have a significant influence on business conditions for
the next several years.

COMMERCIAL AEROSPACE MARKETS

The largest impact is likely to be on commercial aerospace markets, which
historically provides approximately 35-40% of RTI's sales. Airline operators
experienced a dramatic drop in travel immediately following September 11, which
resulted in significant losses within their industry causing a reduced demand
for new aircraft. The primary builders of large commercial aircraft, Boeing and
Airbus, have adjusted their build rates beginning in 2002 downward to reflect
the expected change in demand. The most current information indicates a combined
drop in commercial aircraft production by Boeing and Airbus of approximately 20%
in 2002 and an additional 10% to 15% decrease in 2003. All build schedules are
subject to change, and are highly dependent on airline passenger travel and
airline profitability. Therefore, the exact magnitude of the downturn on
commercial aerospace remains uncertain.

Titanium mill products that are ordered by the prime aircraft producers and
their subcontractors are generally ordered in advance of final aircraft
production by 6 to 18 months. This is due to the time it takes to produce a
final assembly or part that is ready for installation in an airframe or jet
engine. Consequently, increased demand for titanium mill products from
commercial aerospace markets would typically precede actual increases in
aircraft build rates.

The near-term effect of the reduction in commercial aircraft demand on RTI
will be mitigated somewhat by the long-term agreement RMI entered into with
Boeing on January 28, 1998. Under this agreement, RMI supplies Boeing and its
family of commercial suppliers with up to 4.5 million pounds of titanium
products annually. The agreement, which began in 1998, has an initial term of
five years, and is subject to review by the parties prior to expiration in 2003.
Under the accord, Boeing receives firm prices in exchange for RMI receiving a
minimum volume commitment of 3.25 million pounds per year. If volumes fall short
of the minimum commitment, the contract contains provisions for financial
compensation. In accordance with the agreement, and as a result of volume
shortfalls in 1999, 2000, and 2001, Boeing settled claims of approximately $6
million in both 2000 and 2001, and $7 million in 2002.

On April 26, 2002, RTI, through its European subsidiary, RTI Europe Ltd.,
entered into a new contract with Europe's largest aerospace group, European
Aeronautic Defense and Space Company ("EADS"), to supply value-added titanium
products and parts through 2004, subject to extension. The products will be used
in military aircraft, including the Eurofighter Typhoon and the Airbus family of
civil aircraft. In addition to mill products, RTI will supply cut, shaped and
machined items direct to EADS and Airbus manufacturing plants in France,
Germany, Spain and the UK from its value-added processing facilities in Europe.
The contract continues RTI's long-term involvement in these programs and is
expected to make RTI the second largest titanium supplier to Airbus.
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DEFENSE MARKETS

The importance of military markets to RTI, which historically provides
approximately 30% of revenues, is expected to rise in 2002 and beyond due to
increased defense budgets, and increased hardware purchases by the U.S.
Government, partially brought about by the events of September 11, 2001. It is
estimated that overall titanium consumption will be increased within this
segment in 2002 globally, but it is not expected to offset the total decline in
the market caused by the drop in the commercial aerospace sector. RTI believes
it is well positioned to provide mill products and fabrications to this segment
if increased consumption is required to support defense needs. RTI supplies
titanium and other materials to most military aerospace programs, including the
F-22, C-17, F/A-18, F-15, and in Europe, the Mirage, Rafale, Eurofighter and
recently announced A-400M transport.

The Company was chosen by BAE Systems RO Defence UK to supply the titanium
components for the new XM-777 lightweight 155 mm Howitzer. Delivery is expected
to begin in 2003 and continue through 2010. Initial deliveries of the XM-777
will be to the U.S. Marine Corps, followed by deliveries to the U.S. Army and
the Italian and British armed forces. It is anticipated that over 800 guns may
be produced. Sales under this contract could potentially exceed $100 million.

Lockheed Martin, a major customer of the Company, was awarded the largest
military contract ever on October 26, 2001, for the military's $200 billion
Joint Strike Fighter program. The aircraft, which will be used by all branches
of the military, is expected to consume 10,000 to 15,000 pounds of titanium per
airplane. Timing and order patterns, which are likely to extend well into the
future for this program, have not been quantified, but may be as many as 3,000
to 6,000 planes over the next 30 to 40 years. The Company has been notified that
it has been selected as the supplier of titanium sheet, plate and machining
billet for the design and development phase over the next five years.

INDUSTRIAL AND CONSUMER MARKETS

The remaining 30% of RTI's sales are generated in various industrial
markets, where business conditions are expected to be mixed over the next year
or two. Uncertainty about the general economy will reduce demand for some of the
Company's industrial products, while others are expected to grow.

Revenues from oil and gas markets are expected to reach new highs for RTI
in 2002, due to the increase in offshore, deep water projects predicted over the
next several years. Despite the weak economy, the Company believes that oil and
gas exploration will continue at an accelerated pace for the next several years.

On April 1, 2002, RTI Energy Systems, Inc. (RTIES) was selected to produce
production riser equipment in connection with Unocal's West Seno Project off the
coast of Indonesia. RTIES will provide the high-fatigue riser engineering
design, in addition to the manufacture of components using a combination of
titanium and steel. The system will incorporate RTIES proprietary high-fatigue
connectors, keel and transition joints, as well as RTIES titanium tapered stress
joints. The West Seno Project incorporates a number of unique design
requirements and is well suited for RTIES engineered products and capabilities
in the application of both steel and titanium within the same riser system. The
contract value will be in excess of $14 million.

On July 16, 2002, the Company was selected to provide the titanium alloy
for a $1.4 billion nickel-cobalt mining facility being developed by Inco, Ltd.
At Goro in the French Overseas Territory of New Caledonia. The Goro project is
the centerpiece of Inco's growth strategy and will produce nickel at low cost
using its proprietary hydrometallurgical and solvent extraction process.
Titanium is required due to temperature and pressure demands of the heat
exchanger system in the pressure-acid-leach process used to recover nickel from
the laterite ore. The Company was selected for its expertise in the design and
production of a highly corrosion resistant, ruthenium-enhanced titanium alloy,
ASTM Grade 28, which it originally developed for the oil & gas industry. The
project, expected to be in production in late 2004, will require approximately 1
million pounds of the alloy, which the Company will produce in the third and
fourth quarters of 2002.

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BACKLOG

The Company's order backlog for all market segments decreased to $113
million as of June 30, 2002, from $143 million at December 31, 2001, principally
due to a reduction in demand for titanium mill products from aerospace markets.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows from operating activities totaled $17.7 million in the first
six months of 2002 compared to $13.4 million in the first six months of 2001.
The change in net cash flows from operating activities for the six months ended
June 30, 2002, compared to the same period in 2001, primarily reflects an
increase in net income and other current liabilities, a decrease in accounts
receivable, offset by an increase in inventory and a decrease in accounts
payable. In 2002, $0.6 million was used as working capital increased, and in
2001, $1.5 million was generated through a reduction in working capital and
other balance sheet line items. The Company's working capital ratio was 6.3 to 1
at June 30, 2002.

During the first six months of 2002 and 2001, the Company's cash flow
requirements for capital expenditures were funded with cash provided by
operations. The Company anticipates that it will be able to fund its capital
expenditure requirements for the balance of 2002 with funds generated by
operations.

At June 30, 2002, the Company maintained a credit agreement which provided
up to a maximum of $100 million of borrowing capacity. At June 30, 2002, there
were no borrowings under this facility.

On September 9, 1999, RTI filed a universal shelf registration with the
Securities and Exchange Commission. This registration permits RTI to issue up to
$100 million of debt and/or equity securities at an unspecified future date. The
proceeds of any such issuance could be utilized to finance acquisitions, capital
investments or other general purposes; however, RTI has not issued any
securities to date and has no immediate plans to do so.

CREDIT AGREEMENT

At June 30, 2002, the Company maintained a credit agreement entered into on
April 26, 2002, which provides a $100 million three-year unsecured revolving
credit facility. This agreement replaced the previously existing $100 million
five-year unsecured revolving credit facility entered into September 30, 1998.
The Company can borrow up to the lesser of $100 million or a borrowing base
equal to the sum of 85% of qualifying accounts receivable and 60% of qualifying
inventory.

Under the terms of the facility, the Company, at its option, will be able
to borrow at (a) a base rate (which is the higher of PNC Bank's prime rate or
the Federal Funds Effective Rate plus 0.5% per annum), or (b) LIBOR plus a
spread (ranging from 1.0% to 2.25%) determined by the ratio of the Company's
consolidated total indebtedness to consolidated earnings before interest, taxes,
depreciation and amortization. At June 30, 2002, there were no borrowings
outstanding under the facility and the Company had a borrowing capacity equal to
the total amount of the agreement.

ENVIRONMENTAL MATTERS

The Company is subject to environmental laws and regulations as well as
various health and safety laws and regulations that are subject to frequent
modifications and revisions. While the costs of compliance for these matters
have not had a material adverse impact on the Company in the past, it is
impossible to predict accurately the ultimate effect these changing laws and
regulations may have on the Company in the future.

At June 30, 2002, the amount accrued for future environment-related costs
was $1.7 million. Based on available information, RMI believes its share of
potential environmental-related costs, before expected contributions from third
parties, is in a range from $2.8 million to $6.5 million, in the aggregate. The
amount accrued is net of expected contributions from third parties (which does
not include any amounts from insurers) which could equal from $1.9 to $2.3
million. The Company has received contributions from such third parties for a
number of years as partial reimbursement for costs incurred by the Company. As
these proceedings continue toward final

18

resolution, amounts in excess of those already provided may be necessary to
discharge the Company from its obligations for these projects.

The ultimate resolution of these environmental matters could, individually
or in the aggregate, be material to the consolidated financial statements.
However, management believes that the Company will remain a viable and
competitive enterprise even though it is possible that these matters could be
resolved unfavorably.

CAPITAL EXPENDITURES

Gross capital expenditures for the first six months of 2002 and 2001
amounted to $2.6 and $6.0 million, respectively. The Company has anticipated
total capital spending for 2002 of approximately $11.0 million. Based upon a
number of factors, including profitability, demand for the Company's products
and conditions in the commercial aerospace industry, the amount and/or timing of
capital spending could be affected.

NEW ACCOUNTING STANDARDS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141 (FAS 141), "Business
Combinations", and No. 142 (FAS 142), "Goodwill and Other Intangible Assets".

FAS 141 supersedes Accounting Principles Board Opinion No. 16 (APB 16),
"Business Combinations". The most significant changes made by FAS 141 are: (1)
requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001; (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill; and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

FAS 142 supersedes Accounting Principles Board Opinion No. 17 (APB 17),
"Intangible Assets". FAS 142 primarily addresses the accounting for goodwill and
intangible assets subsequent to their acquisition (i.e., the post-acquisition
accounting). The most significant changes made by FAS 142 are: (1) goodwill and
indefinite lived intangible assets will no longer be amortized; (2) goodwill
will be tested for impairment at least annually at the reporting unit level; (3)
intangible assets deemed to have an indefinite life will be tested for
impairment at least annually; and (4) the amortization period of intangible
assets with finite lives will no longer be limited to forty years.

FAS 141 must be applied to all business combinations initiated or completed
after June 30, 2001. FAS 142 must have been adopted as of January 1, 2002. The
Company adopted FAS 142 in the first quarter of fiscal 2002 and discontinued the
amortization of goodwill. Management has completed its initial evaluation of its
existing goodwill for impairment in accordance with FAS 142. No impairment loss
or transition adjustments were required. The following table sets forth the
effect of discontinuing of goodwill amortization as required by FAS 142:

19

In August 2001, the FASB issued Statements of Financial Accounting
Standards No. 143 (FAS 143), "Accounting for Asset Retirement Obligations." FAS
143 prescribes the accounting for retirement obligations associated with
tangible long-lived assets, including: (1) the timing of liability recognition;
(2) initial measurement of the liability; (3) allocation of the cost of the
obligation to expense; (4) measurement and recognition of subsequent changes to
the liability; and (5) financial statement disclosures. FAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The standard is required to be adopted in fiscal years
beginning after June 15, 2002. At adoption, any transition adjustment required
will be reported as a cumulative effect of a change in accounting principle.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

In September 2001, the FASB issued Statements of Financial Accounting
Standards No. 144 (FAS 144), "Accounting for the Impairment or Disposal of
Long-Lived Assets." FAS 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This Statement supersedes
Statements of Financial Accounting Standards No. 121 (FAS 121), "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," and the accounting and reporting provisions of Accounting Principles Board
Opinion No. 30 (APB 30), "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment
of a business (as previously defined in that Opinion). This standard prescribes
a single accounting model for long-lived assets to be disposed of by sale, and
also prescribes the accounting for the impairment of long-lived assets to be
held and used and for assets to be disposed of by other than sale (e.g.,
abandonment). Under this standard, long-lived assets to be disposed of by sale
should be carried at the lower of its carrying amount or fair value less cost to
sell and depreciation (amortization) should cease. Discontinued operations are
no longer measured on a net realizable value basis, and future operating losses
are no longer recognized before they occur. For long-lived assets to be held and
used, the significant changes under FAS 144 are: (1) the removal of goodwill
from the scope of this standard; (2) the standard prescribes a probability-
weighted cash flow approach to measuring the future cash flows from the assets;
and (3) the standard prescribes a "primary asset" approach to grouping assets
for purposes of testing for impairment. This standard is required to be adopted
in fiscal years beginning after December 15, 2001; early adoption is permitted.
The requirements of this standard are to be applied prospectively from adoption
with no cumulative effect of change in accounting principle reported. The
Company adopted FAS 144 in the first quarter of 2002 and there was not a
material financial impact.

On April 30, 2002, the FASB issued Statements of Financial Accounting
Standards No. 145 (FAS 145), "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections." FAS 145 rescinds
Statements of Financial Accounting Standards No. 4 (FAS 4), "Reporting Gains and
Losses from the Extinguishment of Debt," and the criteria in Accounting
Principles Board Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" will
now be used to classify gains and losses on the extinguishment of debt.
Statements of Financial Accounting Standards No. 64, "Extinguishments of Debt
Made to Satisfy Sinking Fund Requirements" amended FAS 4 and is no longer
necessary because FAS 4 has been rescinded. Statements of Financial Accounting
Standards No. 44, "Accounting for Intangible Assets of Motor Carriers" did not
apply to the Company. Statements of Financial Accounting Standards No. 13,
"Accounting for Leases" is amended to require certain lease modifications that
have economic effects similar to sale-leaseback transactions to be accounted for
in the same manner as sale-leaseback transactions. FAS 145 also makes technical
corrections to existing pronouncements. While these corrections are not
substantive in nature, in some instances, they may change accounting practice.
Generally, FAS 145 is effective for transactions occurring after May 15, 2002.
There was no financial statement implication related to the adoption of this
Statement.

Statements of Financial Accounting Standards No. 146 (FAS 146), "Accounting
for Exit or Disposal Activities" was issued in July of 2002. FAS 146 addresses
significant issues regarding the recognition, measurement, and reporting of
costs that are associated with exit and disposal activities, including
restructuring activities. The scope of FAS 146 includes (1) costs to terminate
contracts that are not capital leases; (2) costs to consolidate facilities or
relocate employees; and (3) termination benefits provided to employees who are

20

involuntarily terminated under the terms of a one-time benefit arrangement that
is not an ongoing benefit arrangement or an individual deferred-compensation
contract. The provisions of this Statement will be effective for disposal
activities initiated after December 31, 2002, with early application encouraged.
Management has not yet completed its evaluation of the impact of the adoption of
this standard.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information has not been included as it is not material to the Company.

21

PART II--OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The annual meeting of stockholders was held on April 26, 2002. In
connection with the meeting, proxies were solicited pursuant to the Securities
Exchange Act of 1934. The following are the voting results on proposals
considered and voted upon at the meeting, all of which were described in the
proxy statement.

1. All nominees for directors listed in the proxy statement were elected.
Listed below are the names of each director elected, together with their
individual vote totals.

2. PricewaterhouseCoopers LLP was elected as independent accountants for
2002. Votes for: 18,904,857; against: 550,195; 1,337,202 abstained.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(b) Reports on Form 8-K

On April 17, 2002, the Company filed a Current Report on Form 8-K
reporting pursuant to Item 6 that it had entered into a new $100 million
unsecured credit agreement with a group of banks led by PNC Bank of
Pittsburgh as agent that expires in May of 2005.

The Company filed a Current Report on Form 8-K dated August 14, 2002, to
report the certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by written statement of the Chief Executive Officer and Chief
Financial Officer.

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

RTI INTERNATIONAL METALS, INC.
--------------------------------------
(Registrant)

Date: August 14, 2002

By: /s/ L. W. JACOBS
------------------------------------
L. W. Jacobs
Vice President & Chief Financial
Officer

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