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 17, 2007
(Date of earliest event reported)

Commission file number 000-04065

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

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

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

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

     The following information is furnished pursuant to Item 2.02 “Results of Operations and Financial Condition.”

     On August 17, 2007, Lancaster Colony Corporation (the “Company”) issued a press release announcing its results for the three months and fiscal year ended June 30, 2007. The press release is attached as Exhibit 99.1.

Item 7.01  Regulation FD Disclosure

     The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.”

     During fiscal 2007, the Company sold several of its automotive operations. The results of these operations have been reclassified to discontinued operations in all periods presented. Schedules of Consolidated Statements of Income and Business Segment Information reflecting these reclassifications for each quarter in fiscal 2007 and 2006 are included as Exhibit 99.2.

     The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

(c) Exhibits:

99.1 Press Release dated August 17, 2007, filed herewith.

99.2 Consolidated Statements of Income and Business Segment Information for the Quarters of fiscal 2007 and 2006, filed herewith.

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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 17, 2007	By:	/s/ John L. Boylan
		John L. Boylan
		Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit
Number	Description	Located at
99.1	Press Release dated August 17, 2007	Filed herewith
99.2	Consolidated Statements of Income and Business Segment Information for the Quarters of fiscal 2007 and 2006	Filed herewith

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Friday, August 17, 2007 SYMBOL: LANC 
TRADED: Nasdaq

LANCASTER COLONY REPORTS FISCAL YEAR, FOURTH QUARTER RESULTS

     COLUMBUS, Ohio, Aug. 17 — Lancaster Colony Corporation (Nasdaq: LANC) today reported these highlights for the fiscal year ended June 30, 2007:

• Net sales increased two percent to $1.09 billion versus $1.07 billion last year.

• Income from continuing operations was $64,681,000, compared to $84,421,000 earned in the preceding fiscal year. Fiscal 2007 results included a $0.7 million pretax distribution (one cent per share after taxes) received under the Continued Dumping and Subsidy Offset Act (CDSOA). In fiscal 2006, the pretax CDSOA distribution was $11.4 million (22 cents per share after taxes). The latest year’s results from continuing operations included pretax restructuring and impairment charges of approximately $3.5 million (seven cents per share after taxes), including $1.4 million recorded in cost of sales for the write-down of inventories. Diluted earnings per share from continuing operations were $2.05 compared to $2.52 a year ago.

• Net income totaled $45,684,000, or $1.45 per diluted share, after a loss from discontinued operations of $18,997,000, or $.60 per diluted share, which included a net loss of $15,120,000 on the sale of certain automotive operations. In the prior year, net income totaled $82,954,000, or $2.48 per diluted share, including a loss from discontinued operations of $1,467,000 or four cents per diluted share.

• The cash dividend was increased for the 44^th consecutive year, and 1.6 million shares were repurchased at a cost of $65.9 million.

• The company’s balance sheet remains strong with year-end debt totaling just over $42 million, or approximately nine percent of total capitalization. The current capital structure provides flexibility to support growth of shareholder value through internal reinvestment, business acquisitions, share repurchases and dividends.

Fourth Quarter Results

     Highlights of the fourth quarter ended June 30, 2007 included the following:

• Net sales increased three percent to $271 million versus $264 million in the fourth quarter last year.

• Specialty Foods sales increased three percent to $185.6 million, reflecting increases in both retail and foodservice sales. Marshall Biscuit, acquired one month before the fiscal year end, contributed less than one percent of segment sales. Operating income declined to $24.5 million compared to $34.3 million a year ago primarily due to higher material costs, as well as additional trade promotional support of selected frozen products, costs associated with new plant operations and a less favorable sales mix.

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• In nonfood businesses, sales of the Glassware and Candles segment declined two percent to $41.8 million. Operating income totaled $1.6 million compared to $0.6 million in the prior year fourth quarter. A better sales mix, a $1.0 million bad debt recovery, somewhat higher pricing and solid operational performance offset the lower sales volume, persistently high wax costs and over $1.1 million in glass facility closing costs. Automotive segment sales increased seven percent to $43.7 million, reflecting higher volumes of aluminum accessories for original equipment manufacturers. Operating income for this segment totaled $1.0 million, down from $1.6 million a year ago, primarily due to higher material costs.

• Income from continuing operations totaled $16,236,000 and reflected pretax restructuring charges of approximately $1.1 million (two cents per share after taxes). The 2006 fourth quarter income from continuing operations was $23,167,000, including a favorable pretax adjustment of approximately $1.0 million (two cents per share after taxes) from the annual actuarial review of the company’s self-insured workers’ compensation. Diluted earnings per share from continuing operations were 52 cents compared to 71 cents a year ago.

• Net income totaled $575,000, or two cents per diluted share, after a loss from discontinued operations of $15,661,000, or 50 cents per diluted share, which included the $15,859,000 loss on the sale of automotive operations. In the fourth quarter a year ago, net income totaled $22,904,000, or 70 cents per diluted share, including a loss from discontinued operations of $263,000 or one cent per diluted share.

     Chairman and CEO John B. Gerlach, Jr. said, “After a strong fourth quarter a year ago, our food group faced sharply escalating raw-material costs, while certain retail pricing increases were implemented after July 1. Our review of strategic alternatives for nonfood businesses continued as we divested additional automotive operations and moved forward with the process of closing our industrial glass operation.”

Fiscal 2007 Commentary

     Characterizing fiscal 2007 as a “year of progress as we proceeded with our strategy to focus primarily on growing our food business,” Mr. Gerlach cited a number of key investments and accomplishments during the past year:

• Increased Specialty Foods sales,

• The successful ramp-up of the Specialty Foods segment’s large, new greenfield manufacturing facility,

• The Marshall Biscuit acquisition,

• The implementation of a more structured new product development process for retail food products,

• Improved Glassware and Candles operating results, and

• The sale or planned closing of the most challenged nonfood operations.

     Mr. Gerlach said, “These successes are somewhat masked in the full-year results as we received a smaller CDSOA remittance, encountered substantially higher material costs across all three segments, experienced weakness in produce-related food products as a result of last fall’s consumer concerns over produce safety, and incurred charges and other costs associated with our divestitures and plant closing. For the full year, we estimate that the increase in our costs for the more volatile raw materials exceeded $15 million.”

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Fiscal 2008 Commentary

     Mr. Gerlach continued, “As we enter fiscal 2008, we continue to place strong emphasis on product development in all our operations and expect to benefit from a number of other initiatives as the year progresses. Within our Specialty Foods segment, we have implemented various retail price increases during the first quarter of fiscal 2008 with the expectation that this should help mitigate the higher costs we are experiencing. The Marshall Biscuit acquisition offers exciting product development opportunities, and fiscal 2007’s nonfood divestitures and plant closing initiative should improve overall focus and cash flows. Challenges include rising raw-material and energy costs, start-up costs at our new frozen yeast roll facility that has just begun production and continuing competitive market conditions.”

     He concluded, “As originally announced late in fiscal 2006, we continue to explore strategic alternatives for our nonfood businesses with the assistance of outside financial advisors. Despite challenging conditions in the automotive sector, we successfully addressed our poorest performing operations by the end of fiscal 2007. Together, the operations sold or being closed had annual sales in excess of $100 million, and the remaining nonfood operations are generally showing improved operational performance.”

     “These efforts, which we intend to complete within the next six to twelve months, will have facilitated the transformation of our company from one comprised primarily of nonfood operations 10 years ago to a company predominantly focused on more stable, well-positioned specialty foods, including many with strong and recognizable brands.”

Conference Call on the Web

     The company’s fourth quarter conference call is scheduled for this morning, August 17, 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.

About the Company

     Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products including specialty foods for the retail and foodservice markets; glassware and candles for the retail, floral and foodservice markets; and automotive products for the original equipment market and aftermarket.

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 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 energy and raw-material costs. Management believes these

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forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements that are based on current expectations. We undertake no obligation to update such forward-looking statements. Specific influences relating to forward-looking statements are numerous, including the uncertainty regarding the effect or outcome of our decision to explore strategic alternatives among our nonfood operations. More detailed statements regarding significant events that could affect our financial results are included in our annual report on Form 10-K as filed with the Securities and Exchange Commission.

# # # #

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

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

	Three Months Ended						Fiscal Year Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net sales	$	271,074		$	264,297		$	1,091,162		$	1,073,585
Cost of sales		222,791			207,604			897,602			868,124
Gross margin		48,283			56,693			193,560			205,461
Selling, general & administrative expenses		21,655			21,708			90,979			90,053
Restructuring and impairment charge		1,122			—			2,126			—
Operating income		25,506			34,985			100,455			115,408
Interest income and other — net		46			533			1,548			15,266
Income from continuing operations before income taxes		25,552			35,518			102,003			130,674
Taxes based on income		9,316			12,351			37,322			46,253
Income from continuing operations		16,236			23,167			64,681			84,421
Income (loss) from discontinued operations		198			(263	)		(3,877	)		(1,467	)
Loss on sale of discontinued operations		(15,859	)		—			(15,120	)		—
Total discontinued operations, net of tax		(15,661	)		(263	)		(18,997	)		(1,467	)
Net income	$	575		$	22,904		$	45,684		$	82,954
Net income (loss) per common share:(a)
Continuing operations — basic and diluted	$	.52		$	.71		$	2.05		$	2.52
Discontinued operations — basic and diluted	$	(.50	)	$	(.01	)	$	(.60	)	$	(.04	)
Net income — basic and diluted	$	.02		$	.70		$	1.45		$	2.48
Cash dividends per common share	$	.27		$	.26		$	1.07		$	3.03
Weighted average common shares outstanding:
Basic		31,120			32,613			31,576			33,471
Diluted		31,147			32,626			31,603			33,502

(a)	Based on the weighted average number of shares outstanding during each period.
(b)	Certain automotive operations sold in the year ended June 30, 2007 have been reflected as discontinued operations in all periods presented.

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

	Three Months Ended						Fiscal Year Ended
	June 30,						June 30,
	2007			2006			2007			2006
NET SALES
Specialty Foods	$	185,564		$	180,757		$	728,657		$	708,029
Glassware and Candles		41,828			42,541			217,153			216,542
Automotive		43,682			40,999			145,352			149,014
	$	271,074		$	264,297		$	1,091,162		$	1,073,585
OPERATING INCOME
Specialty Foods	$	24,521		$	34,276		$	101,518		$	113,796
Glassware and Candles		1,603			580			5,712			3,614
Automotive		970			1,575			545			4,926
Corporate expenses		(1,588	)		(1,446	)		(7,320	)		(6,928	)
	$	25,506		$	34,985		$	100,455		$	115,408

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

	June 30,		June 30,
	2007		2006
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	8,318	$	41,815
Receivables — net of allowance for doubtful accounts		92,635		91,525
Total inventories		149,717		148,739
Deferred income taxes and other current assets		28,241		24,937
Current assets of discontinued operations		—		31,767
Total current assets		278,911		338,783
Net property, plant and equipment		208,431		178,351
Other assets		111,155		101,514
Noncurrent assets of discontinued operations		—		9,373
Total assets	$	598,497	$	628,021
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short term bank loans	$	42,500	$	—
Accounts payable		48,423		43,193
Accrued liabilities		50,867		52,791
Current liabilities of discontinued operations		—		7,516
Total current liabilities		141,790		103,500
Other noncurrent liabilities and deferred income taxes		12,398		30,100
Shareholders’ equity		444,309		494,421
Total liabilities and shareholders’ equity	$	598,497	$	628,021

# # # #

EX-99.2

Exhibit 99.2

Lancaster Colony Corporation
Consolidated Statements of Income
(Unaudited)

The following table reflects the reclassification of fiscal 2007 quarterly amounts for the discontinued operations presentation of our sold automotive operations:

	Fiscal 2007
													Year Ended
	First			Second			Third			Fourth			June 30,
(In thousands of dollars)	Quarter			Quarter			Quarter			Quarter			2007
Net Sales	$	262,064		$	292,332		$	265,692		$	271,074		$	1,091,162
Cost of Sales		217,415			237,405			219,991			222,791			897,602
Gross Margin		44,649			54,927			45,701			48,283			193,560
Selling, General & Administrative Expenses		22,203			23,658			23,463			21,655			90,979
Restructuring and Impairment Charge		—			—			1,004			1,122			2,126
Operating Income		22,446			31,269			21,234			25,506			100,455
Interest Income and Other - Net		362			877			263			46			1,548
Income From Continuing Operations Before Income Taxes		22,808			32,146			21,497			25,552			102,003
Taxes Based on Income		8,318			11,786			7,902			9,316			37,322
Income From Continuing Operations		14,490			20,360			13,595			16,236			64,681
Discontinued Operations, Net of Tax:
(Loss) Income From Discontinued Operations		(709	)		(2,531	)		(835	)		198			(3,877	)
Gain (Loss) on Sale of Discontinued Operations		—			—			739			(15,859	)		(15,120	)
Total Discontinued Operations		(709	)		(2,531	)		(96	)		(15,661	)		(18,997	)
Net Income	$	13,781		$	17,829		$	13,499		$	575		$	45,684
Income (Loss) Per Common Share: (1)
Continuing Operations — Basic and Diluted	$	0.45		$	0.64		$	0.43		$	0.52		$	2.05
Discontinued Operations — Basic and Diluted		(0.02	)		(0.08	)		—			(0.50	)		(0.60	)
Net Income Per Common Share — Basic and Diluted	$	0.43		$	0.56		$	0.43		$	0.02		$	1.45
Dividends Per Share	$	0.26		$	0.27		$	0.27		$	0.27		$	1.07
Weighted Average Shares — Basic		31,919			31,735			31,531			31,120			31,576
Weighted Average Shares — Diluted		31,936			31,770			31,560			31,147			31,603

(1) Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year.

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Lancaster Colony Corporation
Consolidated Statements of Income
(Unaudited)

The following table reflects the reclassification of fiscal 2006 quarterly amounts for the discontinued operations presentation of our sold automotive operations:

	Fiscal 2006
												Year Ended
	First		Second			Third			Fourth			June 30,
(In thousands of dollars)	Quarter		Quarter			Quarter			Quarter			2006
Net Sales	$	262,604	$	289,646		$	257,038		$	264,297		$	1,073,585
Cost of Sales		212,584		231,410			216,526			207,604			868,124
Gross Margin		50,020		58,236			40,512			56,693			205,461
Selling, General & Administrative Expenses		23,457		23,493			21,395			21,708			90,053
Operating Income		26,563		34,743			19,117			34,985			115,408
Interest Income and Other - Net		1,355		12,625			753			533			15,266
Income From Continuing Operations Before Income Taxes		27,918		47,368			19,870			35,518			130,674
Taxes Based on Income		10,382		16,640			6,880			12,351			46,253
Income From Continuing Operations		17,536		30,728			12,990			23,167			84,421
Discontinued Operations, Net of Tax:
Income (Loss) From Discontinued Operations		510		(498	)		(1,216	)		(263	)		(1,467	)
Net Income	$	18,046	$	30,230		$	11,774		$	22,904		$	82,954
Income (Loss) Per Common Share: (1)
Continuing Operations — Basic and Diluted	$	0.51	$	0.91		$	0.39		$	0.71		$	2.52
Discontinued Operations — Basic and Diluted		0.01		(0.01	)		(0.04	)		(0.01	)		(0.04	)
Net Income Per Common Share — Basic and Diluted	$	0.53	$	0.89		$	0.35		$	0.70		$	2.48
Dividends Per Share	$	0.25	$	2.26		$	0.26		$	0.26		$	3.03
Weighted Average Shares — Basic		34,220		33,838			33,214			32,613			33,471
Weighted Average Shares — Diluted		34,287		33,861			33,236			32,626			33,502

(1) Basic and diluted earnings per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree with the total year.

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Lancaster Colony Corporation
Business Segment Information
(Unaudited)

The following reflects the reclassification of quarterly amounts for the discontinued operations presentation of our sold automotive operations:

	Fiscal 2007
													Year Ended
	First			Second			Third			Fourth			June 30,
(In thousands of dollars)	Quarter			Quarter			Quarter			Quarter			2007
Net Sales:
Specialty Foods	$	172,287		$	192,594		$	178,212		$	185,564		$	728,657
Glassware and Candles		54,506			70,581			50,238			41,828			217,153
Automotive		35,271			29,157			37,242			43,682			145,352
	$	262,064		$	292,332		$	265,692		$	271,074		$	1,091,162
Operating Income:
Specialty Foods	$	24,182		$	30,769		$	22,046		$	24,521		$	101,518
Glassware and Candles		(801	)		3,923			987			1,603			5,712
Automotive		563			(1,429	)		441			970			545
Corporate Expenses		(1,498	)		(1,994	)		(2,240	)		(1,588	)		(7,320	)
	$	22,446		$	31,269		$	21,234		$	25,506		$	100,455

	Fiscal 2006
													Year Ended
	First			Second			Third			Fourth			June 30,
(In thousands of dollars)	Quarter			Quarter			Quarter			Quarter			2006
Net Sales:
Specialty Foods	$	169,534		$	189,505		$	168,233		$	180,757		$	708,029
Glassware and Candles		60,275			65,269			48,457			42,541			216,542
Automotive		32,795			34,872			40,348			40,999			149,014
	$	262,604		$	289,646		$	257,038		$	264,297		$	1,073,585
Operating Income:
Specialty Foods	$	25,844		$	31,574		$	22,102		$	34,276		$	113,796
Glassware and Candles		2,203			3,417			(2,586	)		580			3,614
Automotive		514			1,349			1,488			1,575			4,926
Corporate Expenses		(1,998	)		(1,597	)		(1,887	)		(1,446	)		(6,928	)
	$	26,563		$	34,743		$	19,117		$	34,985		$	115,408

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