SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~quarter~~quarterly period ended ~~September~~December 3031, ~~2003 Commission File Number 1-7256~~2004

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 1-7256

INTERNATIONAL ALUMINUM CORPORATION

(Exact name of Registrant as specified in its charter)

California		95-2385235
(State of incorporation)		(I.R.S. Employer Identification No.)
767 Monterey Pass Road Monterey Park, California 91754 (323) 264-1670 (Principal executive office)

767 Monterey Pass Road

Monterey Park, California 91754

(323) 264-1670

(Principal executive office)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý o No o ý

At ~~November~~ February 3, ~~2003~~2005 there were 4,~~244~~247,~~794~~ 294 shares of ~~Common~~common ~~Stock~~stock outstanding.

INTERNATIONAL ALUMINUM CORPORATION ~~AND SUBSIDIARIES~~

AND SUBSIDIARIES

INDEX

PART I. Financial Information
			Page
	Consolidated Balance Sheets - September 30, 2003 and June 30, 2003
PART I. Financial Information
	Consolidated Statements of Income - three months ended September 30, 2003 and 2002
	Item 1. Financial Statements.
	Consolidated Statements of Cash Flows - three months ended September 30, 2003 and 2002
	Condensed Consolidated Balance Sheets - December 31, 2004 and June 30, 2004 (unaudited)		3
	Notes to Consolidated Financial Statements
	Condensed Consolidated Statements of Income - three and six month periods ended December 31, 2004 and 2003 (unaudited)		4
	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Condensed Consolidated Statements of Cash Flows - three and six month periods ended December 31, 2004 and 2003 (unaudited)		5
	Signatures
	Notes to Condensed Consolidated Financial Statements (unaudited)		6
	Exhibits
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		9
	31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Item 3. Quantitative and Qualitative Disclosures About Market Risk.		12
	31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	Item 4. Controls and Procedures.		12
	32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
PART II. Other Information
	32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Item 6. Exhibits.		13
Signatures			14

PART I – FINANCIAL INFORMATION

~~INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES~~Unaudited

~~CONSOLIDATED BALANCE~~Item ~~SHEETS~~1. Financial Statements.

	Unaudited			Audited
	Sept. 30, 2003			June 30, 2003
Assets
Current assets:
Cash and cash equivalents	$	18,097,000		$	12,570,000
Accounts receivable, net	33,285,000			34,336,000
Inventories	30,317,000			28,551,000
Prepaid expenses and deposits	2,722,000			2,583,000
Future income tax benefits	2,239,000			2,239,000
Total current assets	86,660,000			80,279,000
Property, plant and equipment, at cost	120,593,000			120,829,000
Accumulated depreciation	(69,930,000		)	(68,999,000		)
Net property, plant and equipment	50,663,000			51,830,000
Other assets:
Costs in excess of net assets of purchased businesses	604,000			605,000
Other	574,000			529,000
Total other assets	1,178,000			1,134,000
	$	138,501,000		$	133,243,000
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	11,248,000		$	7,407,000
Accrued liabilities	9,767,000			9,054,000
Advances payable to banks	263,000			590,000
Income taxes payable	1,043,000			299,000
Total current liabilities	22,321,000			17,350,000
Deferred income taxes	6,357,000			6,357,000
Total liabilities	28,678,000			23,707,000
Shareholders’ equity	109,823,000			109,536,000
	$	138,501,000		$	133,243,000

International Aluminum Corporation

~~See~~and ~~accompanying notes to consolidated financial statements.~~Subsidiaries

Condensed Consolidated Balance Sheets

	Dec. 31, 2004			June 30, 2004
Assets

Current assets:
Cash and cash equivalents	$	7,976,000		$	15,964,000
Accounts receivable, net	42,210,000			39,030,000
Inventories	39,174,000			32,286,000
Prepaid expenses and deposits	3,178,000			1,864,000
Deferred income taxes	2,767,000			2,767,000

Total current assets	95,305,000			91,911,000

Property, plant and equipment, at cost	122,846,000			121,828,000
Accumulated depreciation	(75,773,000		)	(73,227,000		)

Net property, plant and equipment	47,073,000			48,601,000

Other assets:
Goodwill	654,000			609,000
Other	1,343,000			761,000

Total other assets	1,997,000			1,370,000

	$	144,375,000		$	141,882,000

Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payable	$	10,752,000		$	10,858,000
Accrued liabilities	11,436,000			11,903,000
Advances payable to banks	—			202,000
Income taxes payable	—			1,088,000

Total current liabilities	22,188,000			24,051,000

Deferred income taxes	6,625,000			6,625,000

Total liabilities	28,813,000			30,676,000

Shareholders’ equity	115,562,000			111,206,000

	$	144,375,000		$	141,882,000

See accompanying notes to condensed consolidated financial statements.

Unaudited

~~INTERNATIONAL ALUMINUM CORPORATION~~International ~~AND~~Aluminum ~~SUBSIDIARIES~~Corporation

~~CONSOLIDATED~~and ~~STATEMENTS OF INCOME~~Subsidiaries

	Three Months Ended September 30,
	2003		2002
Net sales	$	52,956,000	$	49,144,000
Cost of sales	42,398,000		39,538,000
Gross profit	10,558,000		9,606,000
Selling, general and administrative expenses	7,955,000		8,160,000
Income from operations	2,603,000		1,446,000
Interest (income) expense, net	4,000		(1,000		)
Income from continuing operations before income taxes	2,599,000		1,447,000
Provision for income taxes	1,061,000		535,000
Income from continuing operations	1,538,000		912,000
Income (loss) from discontinued operations	41,000		(213,000		)
Net income	$	1,579,000	$	699,000
Earnings per share - Basic and Diluted:
Continuing operations	$	.36	$	.21
Discontinued operations	.01		(.05		)
Total	$	.37	$	.16
Shares used to compute EPS:
Basic and Diluted	4,244,794		4,244,794
Cash dividends per share	$	.30	$	.30

Condensed Consolidated Statements of Income

See accompanying notes to consolidated financial statements.

	Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003

Net sales	$	61,759,000		$	50,698,000		$	122,486,000		$	103,654,000
Cost of sales	48,057,000			39,684,000			94,820,000			82,082,000
Gross profit	13,702,000			11,014,000			27,666,000			21,572,000
Selling, gen. and admin. expenses	9,195,000			8,468,000			18,181,000			16,423,000
Income from operations	4,507,000			2,546,000			9,485,000			5,149,000
Interest (income) expense, net	(34,000		)	(19,000		)	(40,000		)	(15,000		)
Income from continuing operations before income taxes	4,541,000			2,565,000			9,525,000			5,164,000
Provision for income taxes	1,750,000			1,003,000			3,700,000			2,064,000
Income from continuing operations	2,791,000			1,562,000			5,825,000			3,100,000
Income from discontinued operations	—			88,000			—			129,000

Net income	$	2,791,000		$	1,650,000		$	5,825,000		$	3,229,000

Basic and diluted EPS:
Continuing operations	$	.66		$	.37		$	1.37		$	.73
Discontinued operations	—			.02			—			.03
Total	$	.66		$	.39		$	1.37		$	.76

Shares used to compute EPS:
Basic	4,244,794			4,244,794			4,244,794			4,244,794
Diluted	4,253,944			4,244,794			4,250,948			4,244,794

Cash dividends per share	$	.30		$	.30		$	.60		$	.60

See accompanying notes to condensed consolidated financial statements.

Unaudited

~~INTERNATIONAL ALUMINUM CORPORATION~~International ~~AND~~Aluminum ~~SUBSIDIARIES~~Corporation

~~CONSOLIDATED~~and ~~STATEMENTS OF CASH FLOWS~~Subsidiaries

	Three Months Ended September 30,
	2003			2002
Cash flows from operating activities:
Net income	$	1,579,000		$	699,000
Adjustments for noncash transactions:
Depreciation and amortization	1,654,000			1,735,000
Changes in assets and liabilities:
Receivables	1,047,000			(1,222,000		)
Inventories	(1,769,000		)	915,000
Prepaid expenses and deposits	(184,000		)	135,000
Accounts payable	3,844,000			1,350,000
Accrued liabilities	713,000			267,000
Income taxes payable	743,000			273,000
Net cash provided by operating activities	7,627,000			4,152,000
Cash flows from investing activities:
Capital expenditures	(585,000		)	(391,000		)
Proceeds from sales of capital assets	85,000			2,497,000
Net cash provided by (used in) investing activities	(500,000		)	2,106,000
Cash flows from financing activities:
Dividends paid to shareholders	(1,273,000		)	(1,273,000		)
Net borrowing under lines of credit	(326,000		)	(333,000		)
Net cash used in financing activities	(1,599,000		)	(1,606,000		)
Effect of exchange rate changes	(1,000		)	(15,000		)
Net change in cash and cash equivalents	5,527,000			4,637,000
Cash and cash equivalents at beginning of period	12,570,000			3,495,000
Cash and cash equivalents at end of period	$	18,097,000		$	8,132,000

Condensed Consolidated Statements of Cash Flows

See accompanying notes to consolidated financial statements.

	Six Months Ended December 31,
	2004			2003

Cash flows from operating activities:
Net income	$	5,825,000		$	3,229,000
Adjustments for noncash transactions:
Depreciation and amortization	3,177,000			3,331,000
Changes in assets and liabilities:
Accounts receivable	(2,834,000		)	761,000
Inventories	(6,674,000		)	(2,656,000		)
Prepaid expenses and other	(1,878,000		)	(1,034,000		)
Accounts payable	(413,000		)	1,371,000
Accrued liabilities	(490,000		)	689,000
Income taxes payable	(997,000		)	(272,000		)

Net cash (used in) provided by operating activities	(4,284,000		)	5,419,000

Cash flows from investing activities:
Capital expenditures	(1,071,000		)	(2,388,000		)
Proceeds from sales of capital assets	95,000			126,000

Net cash used in investing activities	(976,000		)	(2,262,000		)

Cash flows from financing activities:
Dividends paid to shareholders	(2,547,000		)	(2,547,000		)
Net repayments under lines of credit	(224,000		)	(204,000		)

Net cash used in financing activities	(2,771,000		)	(2,751,000		)

Effect of exchange rate changes	43,000			19,000

Net change in cash and cash equivalents	(7,988,000		)	425,000

Cash and cash equivalents at beginning of period	15,964,000			12,570,000

Cash and cash equivalents at end of period	$	7,976,000		$	12,995,000

See accompanying notes to condensed consolidated financial statements.

Unaudited

~~INTERNATIONAL ALUMINUM CORPORATION~~International ~~AND~~Aluminum ~~SUBSIDIARIES~~Corporation

~~NOTES~~and ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Subsidiaries

Notes To Condensed Consolidated Financial Statements

Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated ~~financial~~ financial statements contain all adjustments (which consist solely of normal ~~recurring~~ recurring adjustments unless otherwise disclosed) necessary to present fairly, in all material respects, its financial position as of ~~September 30~~December 31, ~~2003~~2004 and June 30, ~~2003~~2004, and the results of operations and the cash flows for the ~~three~~ six-month periods ended ~~September 30~~December 31, ~~2003~~2004 and ~~2002~~2003. The results of operations for the ~~three~~ six-month period ~~periods~~ ended ~~September 30,~~ ~~2003~~December ~~and~~31, ~~2002~~2004 are not necessarily indicative of the results to to be expected for the full year.

The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, in the United States of America, have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It isThese ~~suggested that these~~ financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

Comprehensive Income

Comprehensive income, defined as net income and other comprehensive income, for the ~~first quarter~~quarters ended ~~September 30~~December 31, ~~2003~~2004 and ~~2002~~2003 ~~was~~were $13,~~561~~308,000 and $~~376~~2,039,000, respectively. Comprehensive income for the six months ended December 31, 2004 and 2003 were $6,904,000 and $3,600,000, respectively. Other ~~comprehensive~~ comprehensive income includes foreign currency translation adjustments recorded directly in shareholders’ equity.

Balance Sheet Components	~~Sept~~Dec. 3031, ~~2003~~2004		June 30, ~~2003~~2004
Inventories, lower of FIFO Cost or Market
Raw materials	$	2532,~~216~~664,000	$	2326,~~374~~790,000
Work in process	~~596~~744,000		~~430~~553,000
Finished goods	45,~~505~~766,000		4,~~747~~943,000
	$	3039,~~317~~174,000	$	2832,~~551~~286,000
Shareholders’ Equity
Common stock	$	4,765,000	$	4,765,000
Paid-in capital	4,123,000		4,123,000
Retained earnings	99104,~~882~~418,000		99101,~~576~~140,000
Accumulated other comprehensive income	12,~~053~~256,000		1,~~072~~178,000
	$	~~109~~115,~~823~~562,000	$	~~109~~111,~~536~~206,000

Unaudited

~~Segment~~Earnings Per ~~Information~~Share

~~The~~Basic earnings per share is computed by dividing ~~following~~net ~~presents~~income by the ~~Company’s~~weighted-average ~~net~~number ~~sales,~~of ~~operating~~shares ~~income~~of ~~and~~common ~~total~~stock outstanding. Diluted ~~assets~~earnings per share is computed by ~~operating~~dividing ~~segment,~~net ~~reconciling~~income toby the ~~Company’s~~weighted-average ~~totals. All~~common ~~data~~and potentially ~~presented~~dilutive incommon ~~thousands~~equivalent ofshares ~~dollars.~~outstanding determined as follows:

	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
Net Sales:	2003			2002
	2004		2003		2004		2003
Commercial	$	23,820		$	25,571
Weighted-average shares outstanding used to compute basic EPS	4,244,794		4,244,794		4,244,794		4,244,794
Residential	16,070			12,961
Incremental shares issuable upon the exercise of stock options	9,150		—		6,154		—
Aluminum Extrusion	24,893			21,114
Shares used to compute diluted EPS	4,253,944		4,244,794		4,250,948		4,244,794
Total Segments	64,783			59,646
Eliminations	(11,827		)	(10,502		)
Total	$	52,956		$	49,144

	Three Months Ended September 30,
Operating Income (Loss):	2003			2002
Commercial	$	1,587		$	2,433
Residential	2,873			1,162
Aluminum Extrusion	857			(121		)
Total Segments	5,317			3,474
Eliminations	(491		)	(60		)
Corporate	(2,223		)	(1,968		)
Total	$	2,603		$	1,446

Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price during the related period. Excluded from diluted earnings per share for the second quarter of 2004 and 2003 and six months of 2004 and 2003, are 13,500, 108,000, 17,250 and 108,000, respectively, stock options because their inclusion would be anti-dilutive, since the option price was greater than the Company’s average common stock price for these periods.

Total Assets:	Sept. 30, 2003		June 30, 2003
Commercial	$	58,238	$	59,397
Residential	24,937		25,135
Aluminum Extrusion	37,881		36,016
Total Segments	121,056		120,548
Corporate	17,445		12,695
Total	$	138,501	$	133,243

Stock Based Compensation

The Company granted stock options for the purchase of common stock to certain executive and managerial employees under the Company’s 1991 Stock Option Plan, whose expired granting authority has been transferred to the successor plan, the 2001 Stock Option Plan. Options have an exercise price equal to the market price of the stock on the date of grant, a term of ten years and become exercisable over a five-year period. The Company applies Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations in accounting for the plan. Under APB No. 25, compensation cost, if any, is recognized over the respective vesting period based on the difference, if any, on the date of grant, between the fair value of the Company’s common stock and the exercise price. All options issued have an exercise price equal to the fair value on the date of grant. Accordingly, no compensation cost has been recognized for those stock options. On December 31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, which amends SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 148’s transition guidance and provisions for disclosures are effective for fiscal years ending after December 15, 2002. The Company did not adopt fair value accounting for employee stock options under SFAS No. 123 and SFAS No. 148. Since all outstanding stock awards are fixed stock options with no intrinsic value at the date of grant and were fully vested before the income statement periods presented, there would have been no change in reported net income and earnings per share had compensation cost been determined based on the fair value at the grant dates as prescribed by SFAS 123.

Unaudited

~~Discontinued~~Segment ~~Operations~~Information

~~During~~The ~~the fourth quarter of fiscal year 2003, the~~ Company’s ~~announced the~~operations ~~closure~~are oforganized ~~International Window-Colorado, a vinyl window~~ and ~~door~~ ~~subsidiary,~~managed ~~which~~by ~~was~~product ~~a component of the Residential Products segment~~type. InThe ~~accordance with SFAS No. 144, “Accounting~~Company ~~for~~currently ~~the~~operates ~~Impairment~~in orthree ~~Disposal~~segments of ~~Long-Lived Assets”,~~ the ~~Company~~building ~~wrote-down the~~products ~~net~~industry: Commercial ~~assets~~Products, ofResidential ~~International~~Products ~~Window-Colorado to their estimated net realizable value~~ and ~~reported International Window-Colorado’s results as~~ ~~discontinued~~Aluminum ~~operations~~Extrusions. ~~Due~~ ~~primarily to~~The ~~favorable results experienced in selling a portion of International Window-Colorado’s equipment and inventory, the~~ Company ~~recognized~~evaluates aperformance ~~net~~based ~~gain~~on inoperating ~~fiscal~~income ~~year~~or ~~2004~~loss ~~which~~before ~~has~~any ~~also~~allocation ~~been~~of ~~classified~~corporate asoverhead, ~~discontinued~~interest ~~operations~~or taxes.

~~MANAGEMENT~~The following presents the Company’~~S DISCUSSION~~s ~~AND~~net ~~ANALYSIS~~sales, OFoperating ~~FINANCIAL~~income ~~CONDITION~~and ~~AND~~total ~~RESULTS~~assets OFby ~~OPERATIONS~~operating segment, reconciling to the Company’s totals. All data presented in thousands of dollars.

Significant Changes in Results of Operations

	Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003

Net Sales:
Commercial	$	31,652		$	24,347		$	61,861		$	48,167
Residential	17,803			16,088			36,367			32,158
Aluminum Extrusion	29,775			23,372			56,817			48,265
Total Segments	79,230			63,807			155,045			128,590
Eliminations	(17,471		)	(13,109		)	(32,559		)	(24,936		)
Total	$	61,759		$	50,698		$	122,486		$	103,654

Net sales for the first quarter ended September 30, 2003 increased by $3,812,000 or 7.8% from the comparable quarter of the prior year. Sales of the Residential Products Group increased by $3,101,000 or 24.1%. Low interest rates continue to stimulate demand from the new construction and home improvement markets. Sales of the Aluminum Extrusion Group increased by $2,498,000 or 23.0%. Net tonnage shipped, particularly in the area served by our Texas facility, increased by 22.5% compared to the same period last year. Although continuing to experience strong pressure on pricing, the Extrusion Group is benefiting from expanded geographic market penetration, particularly the area served by our Texas facility. Sales of Commercial Products decreased by $1,787,000 or 7.0%. This decrease reflects the continuing soft commercial construction market coupled with increased competitive conditions.

	Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003

Operating Income:
Commercial	$	3,577		$	1,957		$	7,204		$	3,544
Residential	3,025			2,789			6,127			5,662
Aluminum Extrusion	521			(96		)	851			761
Total Segments	7,123			4,650			14,182			9,967
Eliminations	(15		)	137			120			(354		)
Corporate	(2,601		)	(2,241		)	(4,817		)	(4,464		)
Total	$	4,507		$	2,546		$	9,485		$	5,149

	Dec. 31, 2004			June 30, 2004

Total Assets:
Commercial	$	67,236		$	60,922
Residential	24,720			27,105
Aluminum Extrusion	40,655			38,130
Total Segments	132,611			126,157
Corporate	11,764			15,725
Total	$	144,375		$	141,882

Cost of sales as a percentage of net sales was 80.1% for the quarter ended September 30, 2003 as opposed to 80.5% for the comparable prior year period. This marginal decrease is attributable to several somewhat offsetting factors. The Residential Products Group decreased their material, labor and overhead cost percentages compared to the prior year reflecting the substantially higher sales volume. The Aluminum Extrusion Group also achieved decreased labor and overhead cost percentages due to production efficiencies gained from the higher tonnage output. Partially offsetting these gains were increased material, labor and overhead cost percentages in the Commercial Products Group resulting from normal production costs being spread over significantly diminished sales in a highly competitive marketplace.8

8Unaudited

~~Unaudited~~Discontinued Operations

~~Selling~~During the fourth quarter of fiscal year 2003, ~~general~~the ~~and~~Company ~~administrative~~announced ~~expenses~~the ~~decreased~~closure byof ~~$205~~International Window-Colorado,~~000~~ ~~from~~a vinyl window and door subsidiary, which was a component of the ~~prior~~Residential Products ~~year~~segment. ~~The~~In ~~decrease~~accordance ~~is mainly~~with ~~attributable~~SFAS toNo. ~~retrospective~~144, ~~workers’~~“Accounting ~~compensation~~for ~~policies,~~the ~~which~~Impairment ~~provided income~~or Disposal of $3Long-Lived Assets”,~~000~~ the inCompany wrote-down the ~~September 2003~~net ~~quarter,~~assets ~~compared~~of toInternational ~~expense~~Window-Colorado ofto their ~~$463,000~~estimated innet ~~the~~realizable ~~same~~value ~~period~~and ~~last~~reported ~~year~~International Window-Colorado’s results as discontinued operations. Due ~~This~~primarily ~~swing~~to favorable results ~~from~~experienced ~~anticipated~~in ~~refunds~~selling a portion of International ~~previously~~Window-Colorado’s ~~expensed~~equipment and inventory and collection of accounts ~~premiums~~receivable ~~due~~balances, tothe ~~favorable~~Company ~~changes~~recognized a net gain in ~~actual~~fiscal ~~and~~year ~~projected~~2004 which ~~claim~~was ~~activity~~also classified as discontinued operations. The ~~decrease~~Company isdoes ~~partially~~not ~~offset~~anticipate ~~by higher~~any ~~employment~~further ~~related~~activity ~~costs~~with respect to International Window-Colorado in the future.

~~The~~Item ~~effective~~2. Management’s ~~tax~~Discussion ~~rate~~and ~~for~~Analysis ~~the quarter ended September 30, 2003 was 40.8%~~of ~~whereas~~Financial ~~the~~Condition ~~comparable~~and ~~period~~Results of ~~the prior year was 37~~Operations.~~0%. The lower prior year rate reflects benefits available for foreign losses.~~

~~Liquidity and~~Results ~~Capital~~of ~~Resources~~Operations

~~Working capital~~General at September 30, 2003 stood at $64,339,000, an increase of $1,410,000 from June 30, 2003. The ratio of current assets to current liabilities is currently 3.9 as compared to 4.6 as of the beginning of the year.Overview

~~The~~Net ~~Company’s~~sales ~~projected~~increased ~~net~~$11,061,000 ~~capital~~or ~~expenditures~~21.8% for the ~~fiscal~~quarter ended December 31, 2004 and $18,832,000 or 18.2% for the six months ~~related~~then ~~financing~~ended ~~remain~~when ~~unchanged~~compared ~~from~~with ~~those~~the ~~described~~respective inprior year periods. Cost of sales as a percentage of net sales was 77.8% for the ~~June 30~~quarter ended December 31, 2004 versus 78.3% for the same ~~2003~~period ~~Annual~~last ~~Report~~year and for the six-month period was 77. ~~The~~4% ~~Company’s~~compared to 79.2% for ~~domestic~~the ~~line~~same ofperiod ~~credit~~last ~~remains~~year. Selling, general ~~unchanged~~and ~~from~~administrative ~~that~~expenses ~~described~~increased in$727,000 for the current quarter ~~June 30~~and $1,758,000 ~~2003~~for ~~Annual~~the ~~Report~~year compared to ~~Shareholders~~the same periods last year, although as a percentage of net sales decreased to 14.9% for the quarter and 14.8% year to date compared to 16.7% and 15.8% for the comparable periods last year.

~~Forward-Looking~~The Company includes product costs, inbound ~~Information~~freight, purchasing, receiving, inspection, internal transfer, warehousing and other costs of the Company’s distribution network in cost of goods sold, thereby reducing gross profit by these amounts. Cost of sales and gross profit as a percent of sales for the Company may not be comparable to those of other companies in our industry since other entities may record purchasing, warehousing and distribution costs as selling, general and administrative expense.

~~This report~~The ~~contains~~contribution ~~forward-looking statements with respect~~ to ~~the~~these ~~financial condition,~~ results ofby ~~operations and business of the Company. Such items are subject to certain risks and~~each ~~uncertainties~~segment ~~that~~is ~~could~~discussed ~~cause actual results to differ materially from those set forth in such statements~~below. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Controls and~~Commercial ~~Procedures~~Products

As Net sales of the ~~end~~Commercial Products ofGroup ~~the~~increased ~~period~~$7,562,000 ~~covered~~or by31.4% ~~this~~for ~~report~~the quarter and $13,938,000 weor 29.4% ~~have~~for ~~evaluated~~the six months compared to the same periods last year. These gains reflect increased commercial ~~effectiveness~~construction ofactivity ~~the~~together ~~design~~with increased sales prices and ~~operation~~expanded geographic market penetration. Cost of sales ~~our~~as ~~disclosure~~a ~~controls~~percentage ~~and~~of sales was 77.2% for the quarter ended December 31, ~~procedures~~2004 ~~under~~versus 77.9% for the ~~supervision~~same period last year and ~~with~~for the ~~participation~~six-month ofperiod was ~~our~~76.8% ~~Chief Executive~~compared ~~Officer~~to ~~(“CEO”)~~79.1% ~~and~~for ~~our~~the ~~Chief~~same ~~Financial~~period ~~Officer~~last ~~(“CFO”)~~year. ~~Based~~ onAlthough ~~this~~year ~~evaluation,~~to date ~~our~~material ~~management, including~~cost percentage remained relatively constant compared to the prior ~~CEO~~year ~~and~~six-month ~~CFO~~period, ~~concluded~~the ~~that~~current ~~our~~quarter ~~disclosure~~was ~~controls~~slightly ~~and~~higher reflecting ~~procedures~~the ~~were~~absorption ~~effective~~of increased aluminum costs. ~~There~~ ~~have been~~Decreased nolabor ~~significant~~and ~~changes~~overhead incost percentages ~~our~~were ~~internal~~achieved ~~controls~~during orthe incurrent ~~other~~quarter ~~factors~~and ~~that~~year to date periods ~~could~~compared ~~significantly~~to ~~affect~~the ~~internal~~same ~~control~~periods ~~subsequent~~last year due to volume efficiencies as a result of the ~~evaluation~~aforementioned sales increases. Selling, general and administrative expenses increased $225,000 for the current quarter

~~INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES~~Unaudited

~~SIGNATURES~~and $615,000 for the year compared to the same periods last year, although as a percentage of sales decreased to 11.5% for the quarter and 11.6% year to date compared to 14.0% and 13.6% for the comparable periods last year. These increases reflect additional employment and sales representation costs of $407,000 for the quarter and $752,000 for the year related to the increase in sales and achievement of incentive compensation targets. Partially offsetting these increases during the current year was income relating to retrospective workers’ compensation and general liability policies totaling $126,000 and $94,000 recorded for the three and six-month periods respectively, compared to additional expense of $136,000 and $151,000 incurred in the comparable periods of the prior year.

~~Pursuant to~~Residential ~~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.~~Products

		International Aluminum Corporation
		(Registrant)
Date:	November 12, 2003	MITCHELL K. FOGELMAN
		Mitchell K. Fogelman
		Senior Vice President - Finance
		(Principal Financial Officer)
Date:	November 12, 2003	MICHAEL J. NORRING
		Michael J. Norring
		Controller
		(Principal Accounting Officer)

Net sales of the Residential Products Group increased $1,725,000 or 10.8% for the quarter and $4,228,000 or 13.2% for the six months compared to the same periods last year. Low interest rates and sustained consumer confidence continue to stimulate new home construction, resales of existing homes and home improvement spending. New product development and more aggressive promotional programs have also contributed to the increase. Cost of sales as a percentage of sales was 70.8% for the quarter ended December 31, 2004 versus 70.0% for the same period last year and for the six-month period was 70.5% compared to 70.2% for the same period last year. All components, material, labor and overhead, as a percentage of sales remained virtually unchanged from the respective prior year periods, as slight increases in material and labor cost percentages were mostly offset by declines in overhead cost percentages. Selling, general and administrative expenses remained relatively unchanged for the current quarter but increased $696,000 for the year compared to the same periods last year, although as a percentage of sales decreased to 12.1% for the quarter compared to 12.6% for the comparable quarter of the prior year but increased to 12.7% for the six-month period compared to 12.1% for the same period last year. The year to date increase reflects increased costs of $575,000 for advertising, current year general liability insurance, and retrospective workers’ compensation and general liability policies.

10Aluminum Extrusion

Net sales of the Aluminum Extrusion Group increased $1,774,000 or 16.6% for the quarter and $666,000 or 2.8% for the six months compared to the same periods last year. During the current quarter the group benefited from an increase in selling prices along with a 4.4% increase in net tonnage shipped. However, for the six-month period, increased selling prices were offset by a 7.5% decrease in net tonnage shipped to outside customers, particularly in the area served by our Texas facility. Cost of sales as a percentage of sales was 95.6% for the quarter ended December 31, 2004 compared to 97.1% for the same period last year and for the six-month period was relatively constant at 95.7% versus 95.3% for the comparable period last year. Due to the highly competitive marketplace, selling prices were increased directly in line with the increased cost of aluminum, resulting in increased material cost percentages and decreased labor and overhead cost percentages for the current three and six-month periods. Additionally, labor and overhead production efficiencies gained from higher total tonnage output, including intercompany customers, decreased labor and overhead cost percentages for the same periods. For the current quarter these gains more than offset increased material cost percentages but for the six-month period only partially offset the material cost percentage increase. Selling, general and administrative expenses were relatively unchanged for the current quarter and six months compared to the same periods last year, although as a percentage of sales decreased to 2.7% for the quarter and 2.8% year to date compared to 3.3% and 3.1% for the comparable periods last year.

Unaudited

Corporate

General and administrative expenses increased $360,000 for the current quarter and $353,000 for the six months compared to the same periods last year, although as a percentage of consolidated net sales decreased to 4.2% for the quarter and 3.9% year to date compared to 4.4% and 4.3% for the comparable periods last year. The three and six-month increases include a $210,000 charge for initial costs related to complying with the internal control sections of the Sarbanes-Oxley legislation. The other additional costs for the current three and six-month periods were primarily incurred for employment, legal services, and retrospective workers’ compensation policies.

Income Taxes

The effective tax rate for the six months ended December 31, 2004 was 38.8% as compared to 40.0% in the comparable period of the prior year.

Liquidity and Capital Resources

Working capital at December 31, 2004 stood at $73,117,000, an increase of $5,257,000 from June 30, 2004. The ratio of current assets to current liabilities was 4.3 as compared to 3.8 at the beginning of the year.

The Company projects net capital expenditures of $5,900,000 for fiscal 2005 for expansion of production capacity, as well as normal recurring capitalized replacement items. The Company anticipates financing these expenditures through internal cash flow and cash reserves. The Company’s lines of credit remain unchanged from those described in the June 30, 2004 Annual Report to Shareholders.

Recent Accounting Pronouncements

Current and pending accounting pronouncements are not expected to have a significant impact on the Company’s results of operations or financial position.

Forward-Looking Information

This report contains forward-looking statements with respect to the financial condition, results of operations and business of the Company. Such items are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. The principal important risk factors and uncertainties include, but are not limited to, changes in general economic conditions, material prices, labor costs, interest rates, and other adverse changes in general economic conditions, consumer confidence, competition, currency exchange rates as they affect our Canadian operations, environmental factors, unanticipated legal proceedings, and conditions in the commercial and residential construction markets. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Unaudited

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Fluctuating foreign exchange rates and commodity pricing may impact our earnings. Our foreign exchange exposure is related to activities associated with our Canadian subsidiaries. We do not attempt to manage these risks by entering into forward exchange contracts, forward commodity delivery agreements or otherwise.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and management necessarily is required to apply its judgment in weighting the costs and benefits of possible new or different controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report we carried out, under the supervision and with the participation of our CEO, COO and CFO, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO, COO and CFO concluded that, subject to the inherent limitations noted above, our disclosure controls and procedures were effective to provide reasonable assurance that material Company information is recorded, processed, summarized and reported to our management on a timely basis to ensure the quality and timeliness of our public disclosures.

In our evaluation above, we identified no changes during the period covered by this report that, individually or in the aggregate, materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 6. Exhibits.

(a) Exhibits:

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Operating Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

		International Aluminum Corporation
		(Registrant)


Date:	February 10, 2005	MITCHELL K. FOGELMAN
		Mitchell K. Fogelman
		Senior Vice President – Finance
		(Principal Financial Officer)


Date:	February 10, 2005	MICHAEL J. NORRING
		Michael J. Norring
		Controller
		(Principal Accounting Officer)

INDEX TO EXHIBITS

		Page

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	16

31.2	Certification of the Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	17

31.3	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	18

32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	19

32.2	Certification of the Chief Operating Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	20

32.3	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	21

Filing Compare · INTERNATIONAL ALUMINUM CORP