8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

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

DATE OF REPORT: August 20, 2009
(Date of earliest event reported)

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Commission file number 000-04065

Ohio	13-1955943
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	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)

     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:

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 August 20, 2009, Lancaster Colony Corporation issued a press release announcing its results for the three months and fiscal year ended June 30, 2009. The press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

     (d)  Exhibits:

99.1 Press Release dated August 20, 2009

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 hereunto duly authorized.

	Lancaster Colony Corporation
	(Registrant)
Date: August 20, 2009	By:	/s/ John L. Boylan
		John L. Boylan
		Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit
Number	Description	Located at
99.1	Press Release dated August 20, 2009	Filed herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	SYMBOL: LANC
Thursday, August 20, 2009	TRADED: Nasdaq

LANCASTER COLONY REPORTS IMPROVED FISCAL YEAR AND FOURTH QUARTER RESULTS

     COLUMBUS, Ohio, Aug. 20 —Lancaster Colony Corporation (Nasdaq: LANC) today reported higher sales, income from continuing operations and net income for the company’s fiscal year and fourth fiscal quarter ended June 30, 2009 compared with the corresponding periods a year ago. Highlights of the fiscal year:

• Net sales increased seven percent to $1,051 million versus $981 million last year.

• Income from continuing operations was $89,086,000, compared to $48,439,000 earned in the preceding fiscal year. Diluted earnings per share from continuing operations were $3.18 compared to $1.64 a year ago. Fiscal 2009 results included pretax income of $8.7 million (20 cents per share after taxes) associated with a second quarter distribution under the Continued Dumping and Subsidy Offset Act (CDSOA). In fiscal 2008, the pretax CDSOA distribution was $2.5 million (five cents per share after taxes), and pretax income of approximately $1.7 million (four cents per share after taxes) was also recognized from a fourth-quarter adjustment of self-insured general liability insurance to reflect favorable claims development for prior years. Fiscal 2008 results also included a pretax loss on the November 2007 sale of consumer and floral glass operations totaling $6.4 million (14 cents per share after taxes) and a pretax noncash pension settlement charge of $3.0 million (seven cents per share after taxes).

• Net income totaled $89.1 million or $3.18 per diluted share. Prior year net income totaled $37.6 million, or $1.28 per diluted share, after a loss from discontinued operations of $10.8 million, or $.37 per diluted share, which included a net loss of $13.5 million on the sale of automotive operations.

• The cash dividend was increased for the 46^th consecutive year, and 496,000 shares were repurchased at a cost of approximately $17 million.

• The balance sheet remained strong with no debt outstanding compared to $55 million a year ago. The company’s $160 million unsecured revolving credit facility was unused and fully available.

Fourth Quarter Results

Highlights of the fourth quarter ended June 30, 2009 included the following:

• Net sales increased seven percent to $253 million versus $237 million in the year ago quarter.

• Specialty Foods sales were up seven percent to a record $226.8 million, as both retail and foodservice sales posted increases. This growth was mostly generated by higher pricing and stronger retail volumes, which benefited from new products and a later Easter this year. Segment operating income more than doubled to a record $46.8 million, reflecting increased sales, a higher retail sales mix and lower raw-material costs.

MORE. . .

PAGE 2 / LANCASTER COLONY REPORTS IMPROVED FISCAL YEAR AND 4^TH QUARTER RESULTS

• Glassware and Candles sales increased five percent to $26.6 million primarily due to higher candle sales to the mass market. The segment’s quarterly operating loss improved to $0.9 million from $3.5 million a year ago and reflected higher sales, due in part to higher pricing. Increased input and production costs mitigated the extent of improvement. Prior-year results included pretax restructuring costs for idled glass operations of $1.1 million (two cents per share after taxes).

• Income from continuing operations totaled $28,401,000. The 2008 fourth quarter income from continuing operations was $10,516,000 and included pretax income pertaining to self-insured reserves for general liability insurance of approximately $1.7 million (four cents per share after taxes) reflecting more favorable claims experience than originally projected for prior years. Diluted earnings per share from continuing operations were $1.01 compared to 37 cents a year ago.

• Fourth quarter net income totaled $28.4 million, or $1.01 per diluted share, versus the year ago net loss of $2.6 million, or $.09 per diluted share, after a loss from discontinued operations of $13.1 million, or $.46 per diluted share, which included a $13.3 million loss on the sale of automotive operations.

     Chairman and CEO John B. Gerlach, Jr. said, “Similar to the third quarter, we continued to see favorable trends in the fourth quarter that allowed our Specialty Foods segment’s operating margin percentages to return closer to historical levels. We were also pleased with the fourth quarter upswing in candle sales, which we believe acknowledges our ability to deliver a high-quality selection of value-priced products.”

Fiscal 2009 Commentary

     Mr. Gerlach said, “For the year, Specialty Foods drove our improved overall performance, with the segment’s improved profitability from higher sales volumes and pricing actions partially offset by an overall increase in material costs. Efforts undertaken during fiscal 2008 and 2007 to exit various automotive and glass manufacturing operations now appear quite timely given the economic challenges that have evolved. Our consolidated financial results have substantially benefited from our heightened focus on the food business.”

Fiscal 2010 Commentary

     Mr. Gerlach continued, “We enter the new fiscal year optimistic about our prospects for improved consolidated operating margins, despite the challenges of a weaker and less-settled economy. Much of this improvement is expected to be derived from lower material costs anticipated during the first half of the fiscal year. We believe we are well-positioned, both financially and with our customers, to seize opportunities in the ever-evolving market for consumer products.”

Conference Call on the Web

     The company’s fiscal year and fourth quarter conference call is scheduled for this morning, August 20, 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. Replays of the webcast will be made available on the company website.

MORE. . .

PAGE 3 / LANCASTER COLONY REPORTS IMPROVED FISCAL YEAR AND 4^TH QUARTER RESULTS

About the Company

     Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets.

Forward-Looking Statements

     We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission and are available on our website at www.lancastercolony.com.

# # # #

FOR FURTHER INFORMATION: John B. Gerlach, Jr., Chairman and CEO, or
John L. Boylan, Vice President, Treasurer and CFO
Lancaster Colony Corporation
Phone: 614/224-7141
—or—
Investor Relations Consultants, Inc.
Phone: 727/781-5577 or E-mail: lanc@mindspring.com

PAGE 4 / LANCASTER COLONY REPORTS IMPROVED FISCAL YEAR AND 4^TH QUARTER RESULTS

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

	Three Months Ended						Fiscal Year Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net sales	$	253,385		$	236,684		$	1,051,491		$	980,915
Cost of sales		188,367			199,459			835,999			823,574
Gross margin		65,018			37,225			215,492			157,341
Selling, general & administrative expenses		21,905			19,095			84,238			80,751
Restructuring and impairment charges		—			1,071			1,606			1,253
Operating income		43,113			17,059			129,648			75,337
Interest expense		(23	)		(531	)		(1,217	)		(3,076	)
Interest income and other — net		10			180			8,575			3,407
Income from continuing operations before income taxes		43,100			16,708			137,006			75,668
Taxes based on income		14,699			6,192			47,920			27,229
Income from continuing operations		28,401			10,516			89,086			48,439
Income from discontinued operations		—			203			—			2,633
Loss on sale of discontinued operations		—			(13,293	)		—			(13,452	)
Total discontinued operations, net of tax		—			(13,090	)		—			(10,819	)
Net income (loss)	$	28,401		$	(2,574	)	$	89,086		$	37,620
Net income (loss) per common share:(a)
Continuing operations — basic and diluted	$	1.01		$	.37		$	3.18		$	1.64
Discontinued operations — basic and diluted	$	—		$	(.46	)	$	—		$	(.37	)
Net income (loss) — basic and diluted	$	1.01		$	(.09	)	$	3.18		$	1.28
Cash dividends per common share	$	.285		$	.28		$	1.135		$	1.11
Weighted average common shares outstanding:
Basic		27,990			28,596			28,033			29,494
Diluted		28,028			28,598			28,051			29,499

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

MORE...

PAGE 5 / LANCASTER COLONY REPORTS IMPROVED FISCAL YEAR AND 4^TH QUARTER RESULTS

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

	Three Months Ended						Fiscal Year Ended
	June 30,						June 30,
	2009			2008			2009			2008
NET SALES
Specialty Foods	$	226,824		$	211,319		$	909,897		$	808,507
Glassware and Candles		26,561			25,365			141,594			172,408
	$	253,385		$	236,684		$	1,051,491		$	980,915
OPERATING INCOME (LOSS)
Specialty Foods	$	46,798		$	22,531		$	145,848		$	88,975
Glassware and Candles		(875	)		(3,482	)		(5,671	)		(1,887	)
Corporate expenses		(2,810	)		(1,990	)		(10,529	)		(11,751	)
	$	43,113		$	17,059		$	129,648		$	75,337

LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)

	June 30,		June 30,
	2009		2008
ASSETS
Current assets:
Cash and equivalents	$	38,484	$	19,417
Receivables — net of allowance for doubtful accounts		61,152		59,409
Total inventories		102,523		120,303
Deferred income taxes and other current assets		20,653		34,545
Total current assets		222,812		233,674
Net property, plant and equipment		170,900		179,573
Other assets		104,769		106,931
Total assets	$	498,481	$	520,178
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	41,180	$	45,964
Accrued liabilities		33,399		42,785
Total current liabilities		74,579		88,749
Long-term debt		—		55,000
Other noncurrent liabilities and deferred income taxes		21,346		17,211
Shareholders’ equity		402,556		359,218
Total liabilities and shareholders’ equity	$	498,481	$	520,178

# # # #