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<SEC-DOCUMENT>0000891092-04-000379.txt : 20040129
<SEC-HEADER>0000891092-04-000379.hdr.sgml : 20040129
<ACCEPTANCE-DATETIME>20040129081950
ACCESSION NUMBER:		0000891092-04-000379
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040129
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040129

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LANCASTER COLONY CORP
		CENTRAL INDEX KEY:			0000057515
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030]
		IRS NUMBER:				131955943
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-04065
		FILM NUMBER:		04550629

	BUSINESS ADDRESS:	
		STREET 1:		37 W BROAD ST
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
		BUSINESS PHONE:		6142247141
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e16727_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549-1004

                                   ----------

                                    Form 8-K


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

                        DATE OF REPORT: JANUARY 29, 2004
                        (Date of earliest event reported)

                         Commission file number 0-4065-1

                                   ----------

                          Lancaster Colony Corporation
             (Exact name of registrant as specified in its charter)

             Ohio                                                13-1955943
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

          37 West Broad Street                                     43215
             Columbus, Ohio                                      (Zip Code)
(Address of principal executive offices)

                                  614-224-7141
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

<PAGE>

Item 7. Financial Statements and Exhibits

      (c)   Exhibits:

            99.1  Press Release dated January 29, 2004, filed herewith.

Item 12. Results of Operations and Financial Position

      On January 29, 2004, Lancaster Colony Corporation issued a press release
announcing its results for the three and six months ended December 31, 2003. The
press release is attached as Exhibit 99.1.

                                   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.

                                       LANCASTER COLONY CORPORATION (REGISTRANT)

Date: January 29, 2004                 By: /s/ JOHN L. BOYLAN
      ----------------                     --------------------------
                                           John L. Boylan
                                           Treasurer, Vice President,
                                           Assistant Secretary and
                                           Chief Financial Officer
                                           (Principal Financial
                                           and Accounting Officer)

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number      Description                                            Located at
- -------     -----------                                            ----------

99.1        Press Release dated January 29, 2004...............   Filed herewith



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e16727ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

           Lancaster Colony Reports Second Quarter Sales And Earnings

    COLUMBUS, Ohio, Jan. 29 /PRNewswire/ -- Lancaster Colony Corporation
(Nasdaq: LANC) today reported that net income for the company's second fiscal
quarter ended December 31, 2003 reached $26,650,000, or $.74 per diluted
share, while net sales declined five percent to $291 million versus $308
million in the second quarter last year.
    For the second quarter a year ago, the company earned $51,979,000, or
$1.43 per share, which included pretax income of $39.2 million (67 cents per
share after taxes) associated with a distribution under the Continued Dumping
and Subsidy Offset Act (CDSOA). In contrast, this year's second quarter
earnings included pretax income of $2.0 million (three cents per share after
taxes) from a CDSOA distribution.
    The latest quarter's results included pretax income of $1.2 million (two
cents per share after taxes) related to a bad-debt recovery and pretax income
of $1.0 million (two cents per share after taxes) related to the liquidation
of LIFO inventories carried at substantially lower prior years' costs.
Included in the year-ago quarter's results was LIFO-related pretax income of
$2.7 million (five cents per share after taxes) and a pretax charge of
$4.9 million (eight cents per share after taxes) attributable to the
restructuring of the company's consumer glassware operations.
    For the six months ended December 31, 2003, net income totaled $46,350,000
compared to $72,535,000 earned in the corresponding period a year ago. Diluted
earnings per share were $1.29 compared to $1.99 for the first six months last
year. Six-month net sales were $558 million compared to $583 million last
year.
    The six-month results for both years included the CDSOA income and other
pretax income items that affected second quarter results. In the first half
this year, the LIFO-related pretax income amounted to $2.6 million (five cents
per share after taxes) compared with $2.7 million (five cents per share after
taxes) a year ago.
    John B. Gerlach, Jr., chairman and CEO of Lancaster Colony Corporation,
said, "Stronger December volume versus a year ago could not offset the
generally weak retail environment, leaving quarterly results somewhat below
our initial expectations. Our results were also adversely affected by higher
material costs, especially for food commodities."
    Specialty Foods net sales during the second quarter totaled $164 million,
essentially flat with the prior year's total. Segment operating income
declined nine percent. Mr. Gerlach noted, "Foodservice sales increased
slightly for the quarter, although retail demand for sauces and dressings was
adversely affected by a lackluster market with more competitive conditions.
Increased ingredient costs for dairy-related items and soybean oil hampered
profitability. Soybean oil alone had a year-over-year adverse impact in excess
of $1.9 million in the second quarter." Operating results for the quarter were
minimally influenced by the December 2003 acquisition of Warren Frozen Foods,
Inc. Incremental sales attributable to this transaction were less than
$1 million. Mr. Gerlach added, "Our initial work with the Warren staff and
operations confirms our earlier enthusiasm for this acquisition."
    Glassware and Candles net sales totaled $73 million in the second quarter,
an 11 percent decline from the year-ago quarter. Operating income was impacted
by the LIFO-related income, the bad-debt recovery and the prior year
restructuring charge. Mr. Gerlach said, "While we were somewhat encouraged by
a year-over-year improvement in sales volumes toward the end of the quarter,
many of the retail markets for our products remain challenged by soft demand
and competitive pressures. The lower demand continues to unfavorably affect
overhead absorption."
    Automotive segment sales during the quarter totaled $55 million, an 11
percent decline from the prior year's total. Operating income declined 16
percent to $3.8 million. Mr. Gerlach observed, "The top-line decline was
primarily attributable to aluminum operations where the volume lost on one OEM
program was not fully offset by other gains. In addition to the lower volumes
and very competitive market conditions, higher material costs in our floor mat
operations hampered margins."
    Looking forward, Mr. Gerlach stated, "We remain focused on improving
product offerings and further lowering production costs. Recent or upcoming
new product introductions include Marzetti brand one-carb pourable salad
dressings and New York brand six-carb Texas Garlic Toast. Over the next few
months, our challenges include less than robust market conditions, low-volume
production inefficiencies and higher material costs, especially for soybean
oil, which recently hit a ten-year high. However, our strong balance sheet
with no debt leaves us well-positioned to face these hurdles."
    The company's second quarter conference call is scheduled for this
morning, January 29, at 10:00 a.m. ET. You may access the call through a live
webcast by using the link provided on the company's Internet home page at
www.lancastercolony.com. The webcast will be archived and available on the
company's website.

    This news release contains forward-looking statements related to future
growth and earnings opportunities.  Such statements are based upon certain
assumptions and assessments made by management of the company in light of its
experience and perception of historical trends, current conditions, expected
future developments and other factors it believes to be appropriate.  Actual
results may differ as a result of factors over which the company may have no,
or limited, control including the strength of the economy, slower than
anticipated sales growth, the extent of operational efficiencies achieved, the
success of new product introductions, price and product competition, and
increases in raw materials costs. Management believes these forward-looking
statements to be reasonable; however, undue reliance should not be placed on
such statements, which are based on current expectations.  The company
undertakes no obligation to publicly update such forward-looking statements.
More detailed statements regarding significant events which could affect the
company's financial results are included in the company's Forms 10-K and 10-Q
filed with the Securities and Exchange Commission.

                         LANCASTER COLONY CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                   (In thousands except per-share amounts)

                           Three Months Ended           Six Months Ended
                               December 31,                December 31,
                            2003          2002          2003         2002

    Net sales            $ 291,196    $ 307,669    $ 557,848    $ 583,490
    Cost of sales          226,145      233,437      436,990      451,572

    Gross margin            65,051       74,232      120,858      131,918
    Selling, general
     & administrative
     expenses               24,903       26,236       49,072       51,122
    Restructuring and
     impairment charge          --        4,945           --        4,945
    Operating income        40,148       43,051       71,786       75,851
    Interest income
     and other - net         2,480       40,057        2,826       40,454

    Income before income
     taxes                  42,628       83,108       74,612      116,305
    Taxes based on income   15,978       31,129       28,262       43,770
    Net income             $26,650      $51,979      $46,350      $72,535


    Net income per
     common share:(a)
       Basic                  $.75        $1.43        $1.30        $1.99
       Diluted                $.74        $1.43        $1.29        $1.99

    Cash dividends per
     common share             $.23         $.20         $.43         $.38

    Weighted average
     common shares
     outstanding:
       Basic                35,719       36,354       35,741       36,458
       Diluted              35,798       36,406       35,815       36,517

    (a) Based on the weighted average number of shares outstanding during each
    period.


                         LANCASTER COLONY CORPORATION
                   BUSINESS SEGMENT INFORMATION (Unaudited)
                                (In thousands)

                           Three Months Ended           Six Months Ended
                               December 31,                December 31,
                             2003        2002          2003         2002

    NET SALES
      Specialty Foods    $ 163,888    $ 164,316    $ 318,705    $ 311,949
      Glassware and
       Candles              72,709       81,753      128,835      149,963
      Automotive            54,599       61,600      110,308      121,578

                         $ 291,196    $ 307,669    $ 557,848    $ 583,490


    OPERATING INCOME
      Specialty Foods      $31,096      $34,296      $57,409      $60,572
      Glassware and
       Candles               6,764        5,896        9,870        9,973
      Automotive             3,804        4,541        7,455        8,444
      Corporate expenses   (1,516)      (1,682)      (2,948)      (3,138)

                           $40,148      $43,051      $71,786      $75,851


                         LANCASTER COLONY CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                (In thousands)

                                                   December 31,   June 30,
                                                       2003         2003
                                                   (Unaudited)
    ASSETS
    Current assets:
      Cash and equivalents                          $ 152,505    $ 142,847
      Receivables - net of allowance for doubtful
       accounts                                       106,288       88,583
      Total inventories                               150,674      159,412
      Deferred income taxes and other current assets   26,780       23,543
        Total current assets                          436,247      414,385
      Net property, plant and equipment               167,557      161,111
      Other assets                                    101,210       92,220
        Total assets                                $ 705,014    $ 667,716


    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                              $  41,410    $  41,983
      Accrued liabilities                              50,175       42,940
        Total current liabilities                      91,585       84,923
    Other noncurrent liabilities and deferred
     income taxes                                      37,044       35,128
    Shareholders' equity                              576,385      547,665
       Total liabilities and shareholders' equity   $ 705,014    $ 667,716


SUBJECT TO YEAR-END AUDIT.

SOURCE  Lancaster Colony Corporation
    -0-                             01/29/2004
    /CONTACT:  John B. Gerlach, Jr., Chairman and CEO, or John L. Boylan, Vice
President, Treasurer and CFO, both of Lancaster Colony Corporation,
+1-614-224-7141; or Investor Relations Consultants, +1-727-781-5577, or
lanc@mindspring.com, for Lancaster Colony/
    /Website:  http://www.lancastercolony.com /
    (LANC)

CO:  Lancaster Colony Corporation
ST:  Ohio
IN:  FOD HOU AUT
SU:  ERN CCA

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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