1995 ANNUAL REPORT INTERNATIONAL ALUMINUM CORPORATION COMPANY PROFILE INTERNATIONAL ALUMINUM CORPORATION is an integrated manufacturer and supplier of a broad line of quality aluminum, wood, vinyl and glass products. The Company is headquartered in Monterey Park, California and has approximately 1,900 employees. Operations are conducted through fourteen domestic subsidiaries and one international subsidiary. COMMERCIAL PRODUCTS - Curtain walls, window walls, storefront framing, entrance doors and frames, interior doors and frames and interior glazing systems. RESIDENTIAL PRODUCTS - Aluminum, wood, vinyl and composite products including horizontal sliding windows, vertical sliding windows, casement windows, garden windows, bay and bow windows, special configuration windows, louvre windows, patio doors, wardrobe mirror doors, tub enclosures and shower doors. ALUMINUM EXTRUSIONS - Mill finish, anodized, painted and fabricated extrusions. GLASS PRODUCTS - Innovative store display systems. Fabrication, tempering and etching of flat glass. Distinctive lines of glass furniture. TABLE OF CONTENTS Financial Highlights Letter to Shareholders Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Financial Statements Notes to Consolidated Financial Statements Quarterly Stock Information Report of Independent Accountants Corporate Information List of Subsidiaries FINANCIAL HIGHLIGHTS Fiscal Years Ended June 30, 1995, 1994 and 1993 1995 1994 1993 Net sales $210,906,000 $174,773,000 $152,195,000 Income from operations $ 22,034,000 $ 11,128,000 $ 4,148,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 Per Share Data: Net income $3.18 $2.08 $ .85 Dividends $1.00 $1.00 $1.00 Stock Information At Year End: Book value $26.75 $24.45 $23.44 Stock price $31 3/4 $24 1/8 $23 1/4 Price-Earnings ratio 10.0 11.6 27.4 TO OUR SHAREHOLDERS Taken as a whole, fiscal 1995 reflected a continuation of the accelerated improvement begun in 1994. Construction activity and resultant market demand for our products continued to improve throughout the United States with the notable exception of our home markets in California. Our stated 1995 goal of returning our California residential operations to their prior levels of income contribution was not met. This was due in large measure to the continuation of sluggish homebuilding activity as well as an accelerating market trend away from aluminum window and door products in favor of other materials. Notwithstanding the above, 1995 was all in all a good year. On a sales increase of 21 percent, our pretax income from operations essentially doubled from $11.1 million to $22.0 million. As you may recall, last year's reported net income was inflated from $1.74 per share to $2.08 by the adoption of a mandated accounting change. Improved performances from both our California and Texas aluminum extrusion and finishing plants made a major contribution to increased consolidated income. For most of the year, both operated at near capacity and benefited from a runup in aluminum ingot prices which allowed eroded margins to be largely restored. In anticipation of continued growth, we have made an additional investment in Texas of nearly $5 million for a fourth extrusion press with state of the art handling equipment, additional plant and a complete rebuilding of our older anodizing line. The resurgence of our Commercial Products Group, particularly in the East, continued during the past year. In addition to our four manufacturing plants, we now have five satellite storefront warehouse facilities in place, another in the process of opening and two more planned for the coming year. A major reason for the added investment at our extrusion plant in Texas is to enable us to handle the anticipated increase in volume generated by U.S. Aluminum's more complete geographical coverage. As mentioned earlier, the lackluster recovery of our two California residential products plants is a major concern. We have made some significant organizational changes and are on the threshold of several product line introductions in order to better cope with rapidly changing customer demands in our residential markets. We are making major investments in automated vinyl window and door manufacturing equipment and will shortly be entering the market in both northern and southern California with the intention of becoming the foremost supplier of not only aluminum products but vinyl as well. Results posted by our two glass fabricating companies were mixed. International California Glass again showed marked improvement from last year. However, its sister company in South Carolina, while still profitable, was down in both sales volume and income. California has succeeded in redirecting its market efforts more rapidly toward the display industry than has Carolina which has historically been far more dependent on furniture. Even though its venture with Mitsubishi Kasei into the "clean room" business turned out to be far less than a success, Ragland Manufacturing in Houston posted both increased sales and improved earnings from its core business of supplying commercial interior door frames and wall systems. We are presently considering several options to broaden the scope of its activities in the office interior market. Due primarily to a sharp decline in volume from what had been a major customer in the Far East, our overall export volume was down the past year. Also the financial debacle in Mexico effectively halted what had been a growing volume of business from that country. Eland-Brandt in Amsterdam had yet another poor year. We are presently weighing our alternatives relative to our continued involvement in the European market. The Company's financial condition remains stronger than ever. At yearend, shareholders' equity had increased to $113.8 million while working capital stood at $68.4 million. Long-term debt had declined to only $542,000 and our current ratio was a healthy 4.6 to 1. Capital investment was particularly heavy this past twelve months and totalled nearly $12 million. Major expenditures included the previously mentioned $5 million at our Texas extrusion plant, the construction of a new 100,000 square foot plant for International Window-Arizona and the purchase of a 70,000 square foot manufacturing facility for Maestro Products. CORNELIUS C. VANDERSTAR JOHN P. CUNNINGHAM Cornelius C. Vanderstar John P. Cunningham Chairman President September 1, 1995 SELECTED FINANCIAL DATA Year Ended June 30 1995 1994 1993 1992 1991 Sales and Earnings - Building products Commercial $ 87,002,000 $ 66,843,000 $ 60,340,000 $ 62,179,000 $ 73,552,000 Residential 53,108,000 52,081,000 49,308,000 52,696,000 55,749,000 Extrusions 53,747,000 38,616,000 28,585,000 28,963,000 30,397,000 193,857,000 157,540,000 138,233,000 143,838,000 159,698,000 Glass products 17,049,000 17,233,000 13,962,000 14,485,000 14,657,000 Total net sales $210,906,000 $174,773,000 $152,195,000 $158,323,000 $174,355,000 Income before accounting change $ 13,502,000 $ 7,365,000 $ 3,602,000 $ 876,000 $ 6,243,000 Accounting change 1,430,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 $ 876,000 $ 6,243,000 Per share: Income before accounting change $3.18 $1.74 $ .85 $ .21 $1.46 Accounting change .34 Net income $3.18 $2.08 $ .85 $ .21 $1.46 Dividends declared $1.00 $1.00 $1.00 $1.00 $1.00 Average shares outstanding 4,240,371 4,226,733 4,219,401 4,211,372 4,269,819 Financial Data at Year End - Working capital $ 68,395,000 $ 63,452,000 $ 61,447,000 $ 61,044,000 $ 61,655,000 Total assets 138,104,000 129,030,000 123,938,000 122,286,000 129,377,000 Long-term debt 542,000 1,103,000 1,665,000 2,226,000 2,787,000 Shareholders' equity 113,771,000 103,435,000 98,947,000 99,427,000 102,188,000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Significant Changes in Results of Operations 1995 vs. 1994 Net sales for fiscal 1995 increased by $36,133,000 or 20.7% from net sales of fiscal 1994. The entire increase results from increased domestic sales activity where significant increases were posted by the Commercial Products Group and the Aluminum Extrusion Group. Sales of commercial products increased 30.1% reflecting the increased demand for the Company's products in the southwestern and eastern regions of the United States. The Aluminum Extrusion Group sales increased 39.2% reflecting both significantly higher selling prices related to the dramatic rise in aluminum costs and substantially increased volume of sales into the southwestern states marketing area. Cost of sales decreased to 67.8% of sales in 1995 as compared with 70.8% in 1994. This decrease is primarily attributable to decreases in labor and overhead cost percentages in the Aluminum Extrusion Group resulting from rising prices and increased volume. These increases were offset during the second half of the year by increased material costs. Selling, general and administrative expenses were 21.8% of sales in 1995 as compared with 22.8% in 1994. Expenses in the current year have risen by $6,010,000 primarily associated with the increased volumes of business. The increase in investment income relates to increases in the market values of interest rate sensitive securities during the year. 1994 vs. 1993 Fiscal year 1994 net sales increased by $22,578,000 or 14.8% from the fiscal year 1993 level. This increase is comprised of a $24,165,000 increase in domestic sales which was offset by a $1,587,000 decrease in foreign sales. The domestic sales increase reflects improvements posted by each of the Company's domestic product groups. The most significant domestic increases were posted by the Aluminum Extrusion Group and the Commercial Products Group which reflect the upswing in activity in the manufacturing and commercial construction segments of the economy. Gross profit was 29.2% of sales in 1994 as compared with 27.9% in 1993, primarily reflecting the production cost efficiencies in the Aluminum Extrusion and Commercial Products lines resulting from significantly increased volume. This increase was offset by increases in production costs at the two California residential products companies necessitated by the introduction of a new line of more energy efficient products required to meet stringent energy standards mandated by the California Energy Commission. Selling, general and administrative expenses were 22.8% of sales in 1994 as compared with 25.2% in 1993. Expenses in the current year have risen by $1,548,000 primarily due to additional distribution costs associated with the increased volumes of business. The decrease in investment income relates to significant decreases in the market values of interest rate sensitive securities during the year. Inflation Because the Company's products are predominately made-to-order, the impact of inflation on operating results is typically not significant. The Company attempts to alleviate inflationary pressures by increasing selling prices to help offset rising costs (subject to competitive conditions), increasing productivity and improving design. Liquidity and Capital Resources Working capital at June 30, 1995 was $68,395,000, an increase of $4,943,000 over the June 30, 1994 level and an increase of $6,948,000 over the June 30, 1993 level. The ratio of current assets to current liabilities was 4.6 at the end of 1995 compared to 4.2 at the end of 1994 and 4.6 at the end of 1993. The Company continues to be in excellent position to meet its short-term operating and discretionary cash requirements. Funds in excess of current operating requirements are invested in marketable securities and short-term interest-bearing instruments. Capital expenditures for property, plant and equipment of approximately $11,886,000 in 1995, $4,559,000 in 1994 and $3,479,000 in 1993 were financed through internal cash flow. The Company's projected capital expenditures for fiscal 1996 include $3,000,000 for scheduled expansion of production capacity in addition to the normal annual expenditures for replacement items. The Company anticipates financing these expenditures through internal cash flow. The Company had $10,000,000 in available credit at the end of 1995 under a short-term borrowing arrangement with a bank. The Company's financial condition remains strong. The Company believes that its cash, other liquid assets, operating cash flows and borrowing capacity taken together provide more than adequate resources to fund ongoing operating requirements and future capital expenditures related to the expansion of existing businesses. CONSOLIDATED BALANCE SHEETS June 30, 1995 and 1994 Assets 1995 1994 Current assets: Cash and cash equivalents $ 3,550,000 $ 6,413,000 Investments 2,213,000 9,287,000 Accounts receivable, less reserve of $773,000 in 1995 and $815,000 in 1994 34,877,000 34,715,000 Unbilled receivables 1,222,000 1,055,000 Inventories 41,773,000 28,741,000 Prepaid expenses 2,060,000 1,580,000 Future income tax benefits 1,596,000 1,326,000 Total current assets 87,291,000 83,117,000 Property, plant and equipment, at cost: Land 8,195,000 7,252,000 Buildings and improvements 29,374,000 27,915,000 Machinery and equipment 56,080,000 52,754,000 Construction in process 3,763,000 97,412,000 87,921,000 Accumulated depreciation (52,567,000) (48,133,000) 44,845,000 39,788,000 Other assets: Costs in excess of net assets of purchased businesses 4,839,000 4,972,000 Other 1,129,000 1,153,000 5,968,000 6,125,000 $138,104,000 $129,030,000 <FN> See accompanying notes to consolidated financial statements. /TABLE CONSOLIDATED BALANCE SHEETS June 30, 1995 and 1994 Liabilities and Shareholders' Equity 1995 1994 Current liabilities: Accounts payable $ 7,820,000 $ 8,449,000 Accrued liabilities 9,555,000 8,877,000 Current portion of long-term debt 423,000 562,000 Income taxes payable 1,098,000 1,777,000 Total current liabilities 18,896,000 19,665,000 Long-term debt 542,000 1,103,000 Other liabilities: Deferred income taxes 4,496,000 4,466,000 Other 399,000 361,000 4,895,000 4,827,000 Commitments (Note 7) Shareholders' equity: Capital Stock - Preferred, $10.00 par value - Authorized - 500,000 shares Outstanding - none Common, $1.00 par value - Authorized - 10,000,000 shares Outstanding - 4,252,789 shares in 1995 and 4,230,780 shares in 1994 4,726,000 4,704,000 Paid-in capital 3,612,000 3,359,000 Retained earnings, including cumulative translation adjustment of $3,029,000 in 1995 and $2,228,000 in 1994 105,433,000 95,372,000 113,771,000 103,435,000 $138,104,000 $129,030,000 CONSOLIDATED STATEMENTS OF INCOME For the years ended June 30, 1995, 1994 and 1993 1995 1994 1993 Net sales $210,906,000 $174,773,000 $152,195,000 Cost of sales 142,942,000 123,725,000 109,675,000 Gross profit 67,964,000 51,048,000 42,520,000 Selling, general and administrative expenses 45,930,000 39,920,000 38,372,000 Income from operations 22,034,000 11,128,000 4,148,000 Investment income 580,000 479,000 1,428,000 Interest expense ( 92,000) (102,000) (134,000) Income before income taxes and cumulative effect of accounting change 22,522,000 11,505,000 5,442,000 Provision for income taxes 9,020,000 4,140,000 1,840,000 Income before cumulative effect of accounting change 13,502,000 7,365,000 3,602,000 Cumulative effect of accounting change for income taxes 1,430,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 Earnings per share: Income before cumulative effect of accounting change $3.18 $1.74 $ .85 Cumulative effect of accounting change .34 Net income $3.18 $2.08 $ .85 /TABLE CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended June 30, 1995, 1994 and 1993 Common Stock Number Paid-in Retained of Shares Amount Capital Earnings Total Balance, June 30, 1992 4,218,423 $4,692,000 $3,207,000 $ 91,528,000 $ 99,427,000 Exercise of stock options 2,040 2,000 23,000 25,000 Translation adjustment 113,000 113,000 Cash dividends (4,220,000) (4,220,000) Net income 3,602,000 3,602,000 Balance, June 30, 1993 4,220,463 4,694,000 3,230,000 91,023,000 98,947,000 Exercise of stock options 10,317 10,000 129,000 139,000 Translation adjustment (218,000) (218,000) Cash dividends (4,228,000) (4,228,000) Net income 8,795,000 8,795,000 Balance, June 30, 1994 4,230,780 4,704,000 3,359,000 95,372,000 103,435,000 Exercise of stock options 22,009 22,000 253,000 275,000 Translation adjustment 801,000 801,000 Cash dividends (4,242,000) (4,242,000) Net income 13,502,000 13,502,000 Balance, June 30, 1995 4,252,789 $4,726,000 $3,612,000 $105,433,000 $113,771,000 <FN> See accompanying notes to consolidated financial statements. /TABLE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended June 30, 1995, 1994 and 1993 1995 1994 1993 Cash flows from operating activities: Net income $13,502,000 $ 8,795,000 $ 3,602,000 Adjustments for noncash transactions: Depreciation and amortization 4,793,000 4,696,000 4,607,000 Change in deferred income taxes (240,000) (699,000) (94,000) Change in accounting for income taxes (1,430,000) Changes in assets and liabilities: Receivables 261,000 (4,883,000) 743,000 Inventories (12,844,000) (2,846,000) (1,552,000) Prepaid expenses and other (419,000) (1,020,000) 40,000 Accounts payable (859,000) 646,000 1,842,000 Accrued liabilities and other 539,000 221,000 1,265,000 Income taxes payable (670,000) 1,871,000 (293,000) Net cash provided by operating activities 4,063,000 5,351,000 10,160,000 Cash flows from investing activities: Capital expenditures (11,886,000) (4,559,000) (3,479,000) Proceeds from sales of capital assets 2,530,000 170,000 317,000 Changes in investments 7,074,000 (446,000) (2,760,000) Net cash used in investing activities (2,282,000) (4,835,000) (5,922,000) Cash flows from financing activities: Repayment of long-term debt (700,000) (422,000) (700,000) Exercise of stock options 275,000 139,000 25,000 Dividends paid to shareholders (4,242,000) (4,228,000) (4,220,000) Net cash used in financing activities (4,667,000) (4,511,000) (4,895,000) Effect of exchange rate changes on cash 23,000 (5,000) (100,000) Net change in cash and cash equivalents (2,863,000) (4,000,000) (757,000) Cash and cash equivalents at beginning of year 6,413,000 10,413,000 11,170,000 Cash and cash equivalents at end of year $ 3,550,000 $ 6,413,000 $10,413,000 <FN> See accompanying notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Significant accounting policies and procedures - (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all its domestic and foreign subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. To expedite reporting, the Company follows the practice of consolidating its foreign subsidiary using a year ending one month prior to the June 30th year end of its domestic subsidiaries. (b) Cash, cash equivalents and investments Cash and cash equivalents include cash on hand and marketable securities with original maturities of three months or less. Investments include preferred stocks which are classified as trading securities but are not considered to be cash equivalents as they are susceptible to significant market value changes. Investment income includes unrealized holding gains/(losses) of $8,000 in 1995, ($581,000) in 1994 and $487,000 in 1993. (c) Long-term contracts Certain sales of the Company's Netherlands subsidiary, Eland- Brandt, B.V., are made under contracts covering extended periods of time. These contracts are accounted for by the percentage-of-completion method on the basis of total costs of shipments compared to total estimated costs. Costs and estimated earnings in excess of billings on uncompleted contracts are classified as "Unbilled receivables". It is anticipated that all such receivables will be collected within one year. (d) Inventories Inventories, stated at the lower of cost (first-in, first-out) or market, are summarized as follows: 1995 1994 Raw materials $31,002,000 $21,415,000 Work in process 3,463,000 2,332,000 Finished goods 7,308,000 4,994,000 $41,773,000 $28,741,000 (e) Depreciation and amortization policies Depreciation and amortization are provided over the estimated useful lives of the assets or the remaining terms of the leases, whichever is shorter, using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. The excess of the purchase price over the underlying book value of the companies acquired is classified as "Costs in excess of net assets of purchased businesses." The related amounts of $6,095,000 are generally being amortized using the straight-line method over periods of up to forty years. Accumulated amortization totalled $1,256,000 at June 30, 1995 and $1,123,000 at June 30, 1994. Note 2. Earnings per common share - Earnings per share are based upon the weighted average number of common and common equivalent shares outstanding during the year. Common equivalent shares are excluded from the computation in the periods in which they have an antidilutive effect. Earnings per share have been computed based upon 4,240,371 shares in 1995, 4,226,733 shares in 1994 and 4,219,401 shares in 1993. Note 3. Statement of Cash Flows - Cash payments for interest were $181,000 in 1995, $81,000 in 1994 and $168,000 in 1993. Cash payments for income taxes were $9,876,000 in 1995, $2,957,000 in 1994 and $2,214,000 in 1993. Note 4. Short-term debt and line of credit - The Company has a loan agreement with a domestic bank providing for a $10,000,000 unsecured short-term line of credit at 55 basis points below the bank's prevailing prime interest rate (8.45 percent at June 30, 1995). There was no amount outstanding under the agreement at June 30, 1995. Note 5. Accrued liabilities - Components of accrued liabilities at June 30, 1995 and 1994 are: 1995 1994 Wages and compensated absences $4,515,000 $4,666,000 Taxes, other than income taxes 1,281,000 1,411,000 Insurance 1,151,000 752,000 Dividends 1,063,000 1,058,000 Other 1,545,000 990,000 $9,555,000 $8,877,000 Note 6. Long-term debt - Long-term debt consists primarily of an Industrial Development Revenue Bond that financed the development of two plant facilities in Rock Hill, South Carolina. The bond is secured by first mortgage liens on the two properties. Interest payments, at 73% of the floating prime rate, and principal installments of $138,000 are paid quarterly. Future payments due on the long-term debt total $423,000 for 1996 and $542,000 for 1997. Note 7. Commitments - The Company is committed under lease agreements expiring at various dates to 1998. Certain of the leases have renewal options for periods ranging from two to ten years and others provide for rent revisions at various dates. Under the leases the Company is obligated to pay property taxes, insurance and maintenance. All facility leases are classified as operating leases. Real property rental expense for the three years ended June 30, 1995 was $705,000 in 1995, $645,000 in 1994 and $606,000 in 1993. Real property rental commitments for the next three fiscal years are $666,000 in 1996, $613,000 in 1997 and $550,000 in 1998. Note 8. Stock options - At June 30, 1995 there were 543,414 common shares reserved and available for issuance to certain executive and managerial employees under the Company's Stock Option Plans. All options outstanding under the plans are immediately exercisable and expire in fiscal year 1998. At June 30, 1995 there were 43,414 incentive stock options outstanding. Payment upon exercise may be either cash or the delivery of Company common stock of equivalent value. Shares surrendered by optionees (7,253 shares in 1995 and 2,133 in 1994) are immediately retired. The transactions for shares under options for the two years ended June 30, 1995 were: Option price Number of per share shares Outstanding, June 30, 1993 $15.38 85,126 Exercised 15.38 (12,450) Outstanding, June 30, 1994 15.38 72,676 Exercised 15.38 (29,262) Outstanding, June 30, 1995 $15.38 43,414 Note 9. Income taxes - In July 1993, the Company adopted Statement of Financial Accounting Standards No. 109 (FAS 109), Accounting for Income Taxes. The adoption of FAS 109 changed the Company's method of accounting for income taxes from the deferral method to an asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected future consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities. As of July 1, 1993, the Company recorded a tax benefit of $1,430,000 or $.34 per share, which represented the net decrease to the deferred tax liability as of that date. This amount was reflected in fiscal year 1994 net income as the cumulative effect of a change in accounting principle. The components of income before United States and foreign income taxes are: 1995 1994 1993 Domestic $23,290,000 $12,210,000 $6,624,000 Foreign (768,000) (705,000) (1,182,000) $22,522,000 $11,505,000 $5,442,000 The provision for income taxes is comprised of the following: 1995 1994 1993 Current - Federal $ 8,055,000 $ 4,142,000 $1,978,000 State 1,205,000 770,000 333,000 Foreign (73,000) (377,000) 9,260,000 4,839,000 1,934,000 Deferred - Federal (220,000) (588,000) (70,000) State (20,000) (73,000) 20,000 Foreign (38,000) (44,000) (240,000) (699,000) (94,000) $ 9,020,000 $ 4,140,000 $1,840,000 A reconciliation between the provisions for income taxes, computed by applying the Federal statutory rate to income before taxes, and the book provisions for income taxes follows: 1995 1994 1993 Taxes on book income at statutory rate $ 7,883,000 $ 3,912,000 $1,850,000 Increases (decreases) resulting from: State income taxes, net of Federal income tax benefit 770,000 460,000 233,000 Dividend exclusion (98,000) (195,000) (134,000) Other 465,000 (37,000) (109,000) Provision for income taxes $ 9,020,000 $ 4,140,000 $1,840,000 Deferred income taxes result from temporary differences in the recognition of income and expenses for tax and financial statement purposes. The tax effects of the significant temporary differences which comprise the deferred tax assets and liabilities at yearend are as follows: 1995 1994 Accounts receivable $ 312,000 $ 316,000 Inventory 445,000 309,000 Accrued liabilities 653,000 623,000 Other 186,000 78,000 Net deferred tax asset $1,596,000 $1,326,000 Property, plant and equipment $4,387,000 $4,389,000 Other 109,000 77,000 Net deferred tax liability $4,496,000 $4,466,000 <FN> No provision for U.S. taxes has been made for undistributed earnings of foreign subsidiaries since it is expected that the major portion of such earnings will continue to be reinvested for an indefinite period of time. Note 10. Segment and geographical information - The Company is a vertically integrated manufacturer of building products with international operations in The Netherlands. Sales, net income and identifiable assets for domestic and foreign operations for the last three years are as follows: 1995 1994 1993 Sales: United States $199,114,000 $163,238,000 $139,073,000 Foreign 11,792,000 11,535,000 13,122,000 $210,906,000 $174,773,000 $152,195,000 Net income: United States $ 14,270,000 $ 9,390,000 $ 4,360,000 Foreign (768,000) (595,000) (758,000) $ 13,502,000 $ 8,795,000 $ 3,602,000 Identifiable assets: United States $129,934,000 $121,127,000 $114,799,000 Foreign 8,170,000 7,903,000 9,139,000 $138,104,000 $129,030,000 $123,938,000 <FN> The Company's equity investment in its consolidated foreign subsidiary was $5,288,000 at June 30, 1995. Note 11. Unaudited quarterly financial information - Quarterly financial information for the fiscal years ended June 30, 1995 and 1994 is summarized as follows: First Second Third Fourth Fiscal Quarter Quarter Quarter Quarter Year 1995 Net sales $51,763,000 $52,992,000 $53,966,000 $52,185,000 $210,906,000 Cost of sales 34,934,000 35,803,000 35,982,000 36,223,000 142,942,000 Net income 3,609,000 3,310,000 3,311,000 3,272,000 13,502,000 Earnings per share .85 .78 .78 .77 3.18 1994 Net sales $42,132,000 $44,539,000 $40,426,000 $47,676,000 $174,773,000 Cost of sales 30,853,000 32,281,000 27,857,000 32,734,000 123,725,000 Net income 2,629,000 1,526,000 1,528,000 3,112,000 8,795,000 Earnings per share .62 .36 .36 .74 2.08 <FN> During the first quarter of fiscal 1994, the Company adopted Statement of Financial Accounting Standards No. 109 - Accounting for Income Taxes which increased net income by $1,430,000 or $.34 per share. During the third quarter of fiscal 1994, the Company sold its International Aluminum, S. de R.L. de C.V. subsidiary. This operation, which was located in Tijuana, Mexico, was sold for its approximate net book carrying value. QUARTERLY STOCK INFORMATION 1995 1994 High Low Dividend High Low Dividend First Quarter $29 5/8 $24 1/8 $ .25 $24 1/2 $22 1/8 $ .25 Second Quarter 31 1/4 27 .25 24 3/8 21 5/8 .25 Third Quarter 33 1/4 29 3/8 .25 28 23 5/8 .25 Fourth Quarter 36 3/4 31 3/4 .25 26 3/4 23 7/8 .25 Year $36 3/4 $24 1/8 $1.00 $28 $21 5/8 $1.00 /TABLE REPORT OF INDEPENDENT ACCOUNTANTS P PRICE WATERHOUSE LLP W To the Board of Directors and Shareholders of International Aluminum Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows present fairly, in all material respects, the financial position of International Aluminum Corporation and its subsidiaries at June 30, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Note 9 to the consolidated financial statements, the Company changed its method of accounting for income taxes during the year ended June 30, 1994. PRICE WATERHOUSE LLP 400 South Hope Street Los Angeles, CA 90071-2889 August 17, 1995 CORPORATE INFORMATION DIRECTORS OFFICERS Cornelius C. Vanderstar John P. Cunningham Chairman of the Board President John P. Cunningham David C. Treinen Senior Vice President - Finance and David C. Treinen Administration; Secretary Hugh E. Curran Ronald L. Rudy Retired Vice President - Sales of Senior Vice President - Operations International Aluminum Corporation Mitchell K. Fogelman Joel F. McIntyre Vice President - Controller; Senior Partner in the Law Firm of Asst. Vice President - Finance McIntyre, Lubeck, Borges & Burns Michael S. Snodgrass Alexander van de Pol Vice President - Human Resources Retired President and Chairman of the Board of Roland A. Young Commonwealth Metals-Pacific Treasurer; Assistant Secretary Donald J. Willfong Executive Vice President of Sutro & Co. STOCK TRANSFER AGENT AND REGISTRAR Continental Stock Transfer & Trust Company 2 Broadway New York, N.Y. 10004 (212) 509-4000 ANNUAL SHAREHOLDERS MEETING STOCK EXCHANGE LISTINGS 2 p.m., Thursday, October 26, 1995 New York Stock Exchange International Aluminum Corporation Pacific Stock Exchange 767 Monterey Pass Road Trading Symbol - IAL Monterey Park, California 91754 /TABLE SUBSIDIARIES BY PRODUCT GROUP COMMERCIAL - RESIDENTIAL - United States Aluminum Corporation International Window Corporation Vernon, California South Gate, California Seattle, Washington International Window-Northern California United States Aluminum Corporation-Illinois Hayward, California Bedford Park, Illinois Boston, Massachusetts International Window-Arizona, Inc. Phoenix, Arizona United States Aluminum Corporation-Texas Waxahachie, Texas Maestro Products, Inc. Denver, Colorado Riverside, California Houston, Texas Eland-Brandt, B.V. United States Aluminum Corporation-Carolina Amsterdam, The Netherlands Rock Hill, South Carolina Atlanta, Georgia United States Aluminum Corporation-Northeast Bridgeport, New Jersey Ragland Manufacturing Company, Inc. Houston, Texas Dallas, Texas Waxahachie, Texas ALUMINUM EXTRUSIONS - GLASS - International Extrusion Corporation International California Glass Corporation Alhambra, California South Gate, California International Extrusion Corporation-Texas International Carolina Glass Corporation Waxahachie, Texas Rock Hill, South Carolina International Aluminum Corporation 767 Monterey Pass Road Monterey Park, California 91754 (213) 264-1670