8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 19, 2008

RTI International Metals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Ohio
(State or Other Jurisdiction of Incorporation)

001-14437	52-2115953
(Commission File Number)	(IRS Employer Identification No.)

1000 Warren Avenue
Niles, Ohio	44446
(Address of Principal Executive Offices)	(Zip Code)

(330) 544-7700
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On February 19, 2008, the Company issued a press release reporting the financial results of the Company for the quarter ended December 31, 2007. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 601 of Regulation S-K and General Instruction B2 to this Form 8-K:

Exhibit No.	Description
99.1	Press release dated February 19, 2008.

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.
Date: February 19, 2008	By:	/s/ William T. Hull
		William T. Hull,
		Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:
February 19, 2008	Richard E. Leone
	Manager - Investor Relations
	rleone@rtiintl.com
	330-544-7622

RTI ANNOUNCES RECORD RESULTS FOR 2007

     Niles, Ohio — RTI International Metals, Inc. (NYSE: RTI) released results today for the full year and fourth quarter of 2007. Highlights include:

Full Year 2007 Results

• 2007 net sales increased 24% from 2006 to a record $626.8 million

• 2007 operating income increased 22% from 2006 to a record $141.2 million

• Net income for the year was a record $92.6 million, up 22% from $75.7 million in 2006

• As of December 31, 2007, the Company had $107.5 million in cash and cash equivalents, after capital expenditures during the year of $65 million

Fourth Quarter 2007 Results

• Net sales of $163.8 million

• Operating income of $39.4 million

• Net income of $24.9 million

     For the full year 2007, the Company reported net sales of $626.8 million versus net sales of $505.4 million for 2006, a 24% increase. Operating income for the year increased 22% from $115.3 million in 2006 to $141.2 million in 2007. Net income for the year was $92.6 million, or $4.00 per diluted share. Net income for 2006 was $75.7 million or $3.29 per diluted share.

     For the fourth quarter ended December 31, 2007, the Company reported net sales of $163.8 million compared to $143.8 million in the fourth quarter of 2006, an increase of 14%. Operating income was $39.4 million versus $40.6 million in 2006. Fourth quarter net income was $24.9 million or $1.08 per diluted share in comparison to $26.8 million or $1.16 per diluted

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February 19, 2008
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share for the same period in the prior year. The quarterly year-over-year comparison reflected the unprecedented business climate for titanium during the fourth quarter of 2006.

Titanium Group

     For the year 2007, RTI’s Titanium Group posted operating income of $102.6 million including the impact of the $7.2 million duty drawback charge on net sales of $434.3 million including intersegment sales of $181.2 million. This performance surpassed 2006 operating income of $78.5 million on sales of $356.9 million, including intersegment sales of $152.0 million. Mill product shipments for the year were 15.4 million pounds at an average realized price of $26.58 per pound up 28% over RTI’s average realized price for 2006.

     For the fourth quarter of 2007, the Titanium Group posted operating income of $33.7 million on sales of $114.1 million, including intersegment sales of $45.4 million. Mill product shipments for the fourth quarter were 4.0 million pounds at an average realized price of $27.34 per pound compared to mill product shipments of 3.9 million pounds in 2006 at an average realized price of $22.45 per pound.

     Dawne S. Hickton, Vice Chairman & CEO commented, “The Titanium Group had its second consecutive record year in 2007. Net sales, operating income and earnings were at all-time highs. We extended our contract with Airbus, as well as the Joint Strike Fighter (JSF) contract with Lockheed Martin. To support these long-term contracts, we made major commitments to increase our titanium melting, forging and rolling capability, and to ensure a reliable supply of raw material through the new sponge plant in Hamilton, Mississippi. In light of these and other initiatives, I look forward to even better results for 2008.”

Fabrication & Distribution Group

     For 2007, net sales for the Fabrication & Distribution Group (“F&D”) grew 24% to a record $373.7 million versus $300.5 million in 2006. The F&D Group also had record operating income of $38.6 million for the year, compared to $36.8 million in 2006. For the fourth quarter of 2007, the F&D Group posted operating income of $5.7 million on sales of $95.1 million. During the same period in 2006, this Group had operating income of $15.4 million on sales of $92.9 million.

     “The modest increase in operating income was impacted by costs relating to our Houston and new Montreal facilities, as our spending increased in anticipation of meeting the demands of the Boeing 787 contract, as well as a softening in prices for certain products sold by our distribution facilities,” said Dawne Hickton. “For 2008, we expect that the F&D Group’s operating results will continue to improve as production at the Houston and Montreal facilities ramp up to support the $900 million long-term agreement with Boeing, as well as other initiatives.”

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Expansions

     During 2007, we substantially completed our previously announced $35 million expansion in the Titanium Group to support the $800 million 10-year Airbus contract announced in 2006, as well as the $43 million expansion in the F&D Group for the Boeing 787 program.

     The Company’s capital expenditures for the year were $65 million of which $6 million was related to the future sponge and mill expansion projects while the remaining $59 million was related to previously announced expansions, replacement and maintenance requirements.

Outlook

     “Our major capital expansion projects are on track to support the $4 billion of long-term agreements we have signed that ramp up production in 2010 and beyond,” said Dawne Hickton. “Our cash on hand at year-end was $107.5 million, and with our new credit facility of $240 million in place, we are well positioned to support the more than $400 million in announced capital expenditures, while we continue to seek additional growth opportunities. For 2008, we expect mill product shipments to range between 17 - 18 million pounds at an average realized price lower than that experienced in 2007. We also expect sales to increase 15 - 20% and operating income to increase 7 - 12% versus 2007.”

     The statements in this release relating to matters that are not historical facts are forward-looking statements that may involve risks and uncertainties. These include, but are not limited to, the impact of global events on the commercial aerospace industry, military spending and continued support for programs such as the Joint Strike Fighter, global economic conditions, the competitive nature of the markets for specialty metals, the ability of the Company to obtain an adequate supply of raw materials, the expansion of the scope of U.S. Custom’s current investigation of the Company’s duty drawback claims beyond those claims currently identified as being under investigation, the potential imposition of fines and penalties by U.S. Customs, the results of the Company’s ongoing internal duty drawback investigation, the successful completion of our capital expansion projects, and other risks and uncertainties included in the Company’s filings with the Securities and Exchange Commission. Actual results can differ materially from those forecasted or expected. The information contained in this release is qualified by and should be read in conjunction with the statements and notes filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, as may be amended from time to time.

     RTI International Metals^®, headquartered in Niles, Ohio, is a leading U.S. producer of titanium mill products and fabricated metal components for the global market. Through its various subsidiaries, RTI manufactures and distributes titanium and specialty metal mill products, extruded shapes, formed parts and engineered systems for aerospace, industrial,

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defense, energy, chemical and consumer applications for customers around the world. To learn more about RTI International Metals, Inc., visit our website at www.rtiintl.com.

     NOTE: RTI International Metals, Inc. has scheduled a conference call for Tuesday, February 19, 2008 at 11:00 a.m., Eastern Time, to discuss this press release. To participate in the call, please dial toll free (USA/Canada) 877-493-9121 or (International) 973-582-2750 a few minutes prior to the start time and specify the RTI International Metals’ Conference Call. Replay of the call will be available until 11:59 p.m., Eastern Time, on Tuesday, February 26, 2008, by dialing (USA/Canada) 800-642-1687 or (International) 706-645-9291 and Conference ID #34872782.

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RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net sales	$	163,784		$	143,788		$	626,799		$	505,389
Cost and expenses:
Cost of sales		108,223			90,088			418,671			332,530
Selling, general, and administrative expenses		15,755			12,716			65,317			56,110
Research, technical, and product development expenses		395			363			1,650			1,496
Operating income		39,411			40,621			141,161			115,253
Other income (expense)		(194	)		358			(2,134	)		540
Interest income		1,138			1,232			4,764			3,172
Interest expense		(426	)		(327	)		(1,324	)		(674	)
Income before income taxes		39,929			41,884			142,467			118,291
Provision for income taxes		15,013			15,100			49,836			42,591
Net income	$	24,916		$	26,784		$	92,631		$	75,700
Earnings per share:
Basic	$	1.08		$	1.18		$	4.04		$	3.34
Diluted	$	1.08		$	1.16		$	4.00		$	3.29
Weighted-average shares outstanding:
Basic		22,970,216			22,736,573			22,930,768			22,657,225
Diluted		23,176,802			23,053,130			23,154,194			23,037,096

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

	December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	107,505		$	40,026
Investments		—			85,035
Receivables, less allowance for doubtful accounts of $613 and $1,548		102,073			92,517
Inventories, net		296,559			241,638
Deferred income taxes		12,969			2,120
Other current assets		2,951			5,818
Total current assets		522,057			467,154
Property, plant, and equipment, net		157,355			102,470
Goodwill		50,769			48,622
Other intangible assets, net		17,476			15,581
Deferred income taxes		6,059			9,076
Other noncurrent assets		1,568			1,010
Total assets	$	755,284		$	643,913
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,666		$	34,055
Accrued wages and other employee costs		22,028			17,475
Billings in excess of costs and estimated earnings		21,573			21,147
Income taxes payable		—			5,253
Deferred income taxes		—			10,255
Current portion of long-term debt		1,090			459
Current liability for post-retirement benefits		2,660			2,783
Current liability for pension benefits		5,962			580
Other accrued liabilities		16,171			9,436
Total current liabilities		116,150			101,443
Long-term debt		16,506			13,270
Noncurrent liability for post-retirement benefits		31,019			32,445
Noncurrent liability for pension benefits		8,526			22,285
Deferred income taxes		69			5,422
Other noncurrent liabilities		7,230			6,867
Total liabilities		179,500			181,732
Shareholders’ equity:
Common stock, $0.01 par value; 50,000,000 shares authorized; 23,610,746 and 23,444,868 shares issued; 23,105,708 and 22,972,025 shares outstanding		236			234
Additional paid-in capital		302,075			289,448
Treasury stock, at cost; 505,038 and 472,843 shares		(7,801	)		(5,285	)
Accumulated other comprehensive loss		(20,367	)		(31,226	)
Retained earnings		301,641			209,010
Total shareholders’ equity		575,784			462,181
Total liabilities and shareholders’ equity	$	755,284		$	643,913

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RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)

	Year Ended
	December 31,
	2007			2006
Cash provided by operating activities (including depreciation and amortization of $15,712 and $14,292 for the years ended December 31, 2007 and 2006, respectively)	$	45,638		$	83,671
Cash provided by (used in) investing activities		20,623			(118,346	)
Cash provided by financing activities		3,662			21,629
Effect of exchange rate changes on cash and cash equivalents		(2,444	)		(281	)
Increase (decrease) in cash and cash equivalents		67,479			(13,327	)
Cash and cash equivalents at beginning of period		40,026			53,353
Cash and cash equivalents at end of period	$	107,505		$	40,026

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RTI INTERNATIONAL METALS, INC. AND SUBSIDIARIES
Selected Operating Segment Information
(Unaudited)
(In thousands)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net sales:
Titanium Group	$	68,669		$	50,841		$	253,130		$	204,881
Intersegment sales		45,392			46,336			181,200			151,983
Total Titanium Group net sales		114,061			97,177			434,330			356,864
Fabrication & Distribution Group		95,115			92,947			373,669			300,508
Intersegment sales		2,966			1,041			8,192			5,641
Total Fabrication & Distribution Group net sales		98,081			93,988			381,861			306,149
Eliminations		48,358			47,377			189,392			157,624
Total consolidated net sales	$	163,784		$	143,788		$	626,799		$	505,389
Operating income:
Titanium Group before corporate allocations	$	35,904		$	27,053		$	113,469		$	86,767
Corporate allocations		(2,170	)		(1,832	)		(10,886	)		(8,306	)
Total Titanium Group operating income		33,734			25,221			102,583			78,461
Fabrication & Distribution Group before corporate allocations		8,726			19,358			54,067			53,241
Corporate allocations		(3,049	)		(3,958	)		(15,489	)		(16,449	)
Total Fabrication & Distribution Group operating income		5,677			15,400			38,578			36,792
Total consolidated operating income	$	39,411		$	40,621		$	141,161		$	115,253

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