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 21, 2008
(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 of incorporation or organization)	(I.R.S. Employer Identification No.)
37 West Broad Street Columbus, Ohio	43215
(Address of principal executive offices)	(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 21, 2008, Lancaster Colony Corporation (the “Company”) issued a press release announcing its results for the three months and fiscal year ended June 30, 2008. 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.”

     In June 2008, the Company sold the last of its automotive operations. The results of this operation and those sold in previous years 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 2008 and 2007 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

     (d)      Exhibits:

                    99.1      Press Release dated August 21, 2008

                    99.2      Consolidated Statements of Income and Business Segment Information for the Quarters of fiscal 2008 and 2007

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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 21, 2008	By:	/s/John L. Boylan
		John L. Boylan Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit Number	Description	Located at
99.1	Press Release dated August 21, 2008	Filed herewith
99.2	Consolidated Statements of Income and Business Segment Information for the Quarters of fiscal 2008 and 2007	Filed herewith

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	SYMBOL:	LANC
Thursday, August 21, 2008	TRADED:	Nasdaq

LANCASTER COLONY REPORTS FISCAL YEAR, FOURTH QUARTER RESULTS

     COLUMBUS, Ohio, Aug. 21 — Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the fiscal year ended June 30, 2008, including these highlights:

• Net sales increased four percent to $981 million versus $946 million last year. All prior-period sales and results of automotive operations have been reclassified to discontinued operations due to their divestiture.

• Income from continuing operations was $48,439,000, compared to $64,279,000 earned in the preceding fiscal year. Fiscal 2008 results included a $2.5 million pretax distribution (five cents per share after taxes) received under the Continued Dumping and Subsidy Offset Act (CDSOA) and pretax income of approximately $1.7 million (four cents per share after taxes) from a fourth-quarter adjustment of self-insured general liability insurance to reflect favorable claims development for prior years. In fiscal 2007, the pretax CDSOA distribution was $0.7 million (one cent per share after taxes). The latest year’s 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) recorded in corporate expenses. The prior 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 $1.64 compared to $2.03 a year ago.

• 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 certain automotive operations. In the prior year, net income totaled $45.7 million, or $1.45 per diluted share, after a loss from discontinued operations of $18.6 million, or $.59 per diluted share, which included a net loss of $15.1 million on the sale of other automotive operations.

• The cash dividend was increased for the 45^th consecutive year, and 2.3 million shares were repurchased at a cost of $89.3 million.

• The company’s balance sheet remains strong with year-end debt totaling $55 million, or approximately 13 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, 2008 included the following:

• Net sales increased four percent to $237 million versus $227 million in the fourth quarter last year.

• Specialty Foods sales were up 14 percent to a record $211.3 million, reflecting increases in both retail and foodservice sales. Higher pricing, stronger foodservice volumes and the June 2007

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	acquisition of Marshall Biscuit, generated most of this growth. Operating income declined to $22.5 million compared to $24.5 million a year ago primarily due to substantially higher raw-material costs.
•	Glassware and Candles sales declined 39 percent to $25.4 million primarily due to the disposition of consumer and floral glass businesses. Candle sales decreased only slightly during the seasonally weak fourth quarter. The operating loss was $3.5 million compared to operating income of $1.6 million in the prior year fourth quarter. This decline in operating income was principally due to the divesting of glass operations, lower production levels and higher wax prices adversely affecting candle costs and approximately $1.1 million (two cents per share after taxes) of pretax restructuring costs for idled glass operations. The prior year results reflect a pretax bad debt recovery of approximately $1.0 million, which was more than offset by a pretax restructuring charge of approximately $1.1 million associated with glass operations.
•	Income from continuing operations totaled $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. Most of this income was allocated to the results of the Specialty Foods segment. The 2007 fourth quarter income from continuing operations was $15,619,000. Diluted earnings per share from continuing operations were 37 cents compared to 50 cents a year ago.
•	Net loss for the quarter totaled $2.6 million, or $.09 per share, after a loss from discontinued operations of $13.1 million, or $.46 per share, which included a $13.3 million loss on the sale of automotive operations. In the fourth quarter a year ago, net income totaled $575,000, or two cents per share, after a loss from discontinued operations of $15.0 million, or $.48 per share, which included a $15.9 million loss on the sale of automotive operations.

     Chairman and CEO John B. Gerlach, Jr. said, “While mix and pricing actions allowed our specialty food operating margin to improve over the prior quarter level, food operations remained greatly challenged by markedly higher commodity costs. Our review of strategic alternatives for nonfood operations continued as we divested our last automotive operation. Our only remaining significant nonfood business is candles, and we do not expect further progress on our strategic evaluation of these operations under current market conditions. However, we will continue to review our options and may revisit our efforts as conditions improve.”

Fiscal 2008 Commentary

     Mr. Gerlach characterized fiscal 2008 as reflecting substantial progress in refining the company’s strategic focus. He cited a number of specific key investments and accomplishments during the past fiscal year:

• Increased Specialty Foods sales;

• The successful ramp-up of a new frozen bread manufacturing facility available to support the growing Sister Schubert’s brand;

• Efficient integration of the Marshall Biscuit operations acquired in June 2007;

• Divestiture of the company’s consumer and floral glass operations;

• Divestiture of the company’s final and largest automotive operation;

• Consummation of a new, five-year revolving credit facility; and

• Strengthening the company’s corporate governance standard through the appointment of a lead director and the addition of a new independent director who is an experienced former food industry executive.

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     Mr. Gerlach said, “With the sale of our aluminum truck accessory operations in June, our two-year strategic review resulted in the divestiture or closure of several nonfood operations that had combined net sales in excess of $300 million as recently as fiscal 2006. We feel we have now clearly defined our future focus on the food sector. Despite having improved our future opportunities through several new retail product introductions, implementing operational improvements and expanding our foodservice customer offerings, we faced food commodity and paraffin wax costs reaching unprecedented highs during fiscal 2008. The comparative impact of these costs is estimated at roughly $70 million, about half of which we recovered through increased product pricing.”

Fiscal 2009 Commentary

     Mr. Gerlach continued, “We recognize that aggressive action is necessary to mitigate much higher year-over-year ingredient costs as we enter fiscal 2009. Our food group is in the process of pushing forward on a number of cost-saving initiatives relating to ingredient usage. We recently closed our Atlanta dressing facility to take advantage of lower-cost capacity available at our other locations. Additional pricing actions are currently being implemented, and we continue our intensive product development efforts. We are also implementing higher candle pricing as we confront significantly higher wax costs and the adverse effect of lower operating levels. We look forward to addressing our challenges in the framework of a business structure that is focused on taking advantage of our strong market positions and highly recognizable brands.”

Conference Call on the Web

     The company’s fourth quarter conference call is scheduled for this morning, August 21, 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 primarily a manufacturer and marketer of specialty foods for the retail and foodservice markets. The manufacturing and marketing of nonfood products is predominantly comprised of candles for consumer retail 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.

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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,
	2008			2007			2008			2007
Net sales	$	236,684		$	227,392		$	980,915		$	945,810
Cost of sales		199,459			183,026			823,574			764,070
Gross margin		37,225			44,366			157,341			181,740
Selling, general & administrative expenses		19,095			18,708			80,751			79,704
Restructuring and impairment charge		1,071			1,122			1,253			2,126
Operating income		17,059			24,536			75,337			99,910
Interest expense		(531	)		(137	)		(3,076	)		(150	)
Interest income and other — net		180			113			3,407			1,500
Income from continuing operations before income taxes		16,708			24,512			75,668			101,260
Taxes based on income		6,192			8,893			27,229			36,981
Income from continuing operations		10,516			15,619			48,439			64,279
Income (loss) from discontinued operations		203			815			2,633			(3,475	)
Loss on sale of discontinued operations		(13,293	)		(15,859	)		(13,452	)		(15,120	)
Total discontinued operations, net of tax		(13,090	)		(15,044	)		(10,819	)		(18,595	)
Net (loss) income	$	(2,574	)	$	575		$	37,620		$	45,684
Net income (loss) per common share:(a)
Continuing operations — basic	$	.37		$	.50		$	1.64		$	2.04
Continuing operations — diluted	$	.37		$	.50		$	1.64		$	2.03
Discontinued operations — basic and diluted	$	(.46	)	$	(.48	)	$	(.37	)	$	(.59	)
Net (loss) income — basic and diluted	$	(.09	)	$	.02		$	1.28		$	1.45
Cash dividends per common share	$	.28		$	.27		$	1.11		$	1.07
Weighted average common shares outstanding:
Basic		28,596			31,120			29,494			31,576
Diluted		28,598			31,147			29,499			31,603

(a)	Based on the weighted average number of shares outstanding during each period.
(b)	Certain automotive operations sold in the years ended June 30, 2008 and 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,
	2008			2007			2008			2007
NET SALES
Specialty Foods	$	211,319		$	185,564		$	808,507		$	728,657
Glassware and Candles		25,365			41,828			172,408			217,153
	$	236,684		$	227,392		$	980,915		$	945,810
OPERATING INCOME
Specialty Foods	$	22,531		$	24,521		$	88,975		$	101,518
Glassware and Candles		(3,482	)		1,603			(1,887	)		5,712
Corporate expenses		(1,990	)		(1,588	)		(11,751	)		(7,320	)
	$	17,059		$	24,536		$	75,337		$	99,910

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

	June 30,		June 30,
	2008		2007
ASSETS
Current assets:
Cash and equivalents	$	19,417	$	8,316
Receivables — net of allowance for doubtful accounts		59,409		63,112
Total inventories		120,303		124,421
Deferred income taxes and other current assets		34,545		27,757
Current assets of discontinued operations		—		55,305
Total current assets		233,674		278,911
Net property, plant and equipment		179,573		194,589
Other assets		106,931		110,921
Noncurrent assets of discontinued operations		—		14,076
Total assets	$	520,178	$	598,497
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term bank loans	$	—	$	42,500
Accounts payable		45,964		41,791
Accrued liabilities		42,785		48,121
Current liabilities of discontinued operations		—		9,378
Total current liabilities		88,749		141,790
Long-term debt		55,000		—
Other noncurrent liabilities and deferred income taxes		17,211		12,379
Noncurrent liabilities of discontinued operations		—		19
Shareholders’ equity		359,218		444,309
Total liabilities and shareholders’ equity	$	520,178	$	598,497

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EX-99.2

Exhibit 99.2

Lancaster Colony Corporation
Consolidated Statements of Income
(Unaudited)

The following table reflects the reclassification of fiscal 2008 quarterly amounts for the discontinued operations presentation of our sold automotive operations:

	Fiscal 2008											Year Ended
	First			Second		Third			Fourth			June 30,
(In thousands, except per share data)	Quarter			Quarter		Quarter			Quarter			2008
Net Sales	$	243,958		$	269,447	$	230,826		$	236,684		$	980,915
Cost of Sales		199,126			225,837		199,152			199,459			823,574
Gross Margin		44,832			43,610		31,674			37,225			157,341
Selling, General & Administrative Expenses		21,042			21,217		19,397			19,095			80,751
Restructuring and Impairment Charge		136			46		—			1,071			1,253
Operating Income		23,654			22,347		12,277			17,059			75,337
Interest Income and Other — Net		(803	)		1,808		(323	)		(351	)		331
Income From Continuing Operations Before Income Taxes		22,851			24,155		11,954			16,708			75,668
Taxes Based on Income		8,204			8,881		3,952			6,192			27,229
Income From Continuing Operations		14,647			15,274		8,002			10,516			48,439
Discontinued Operations, Net of Tax:
Income From Discontinued Operations		923			724		783			203			2,633
Loss on Sale of Discontinued Operations		—			—		(159	)		(13,293	)		(13,452	)
Total Discontinued Operations		923			724		624			(13,090	)		(10,819	)
Net Income (Loss)	$	15,570		$	15,998	$	8,626		$	(2,574	)	$	37,620
Income (Loss) Per Common Share: (1)
Continuing Operations — Basic and Diluted	$	0.48		$	0.51	$	0.27		$	0.37		$	1.64
Discontinued Operations — Basic and Diluted	$	0.03		$	0.02	$	0.02		$	(0.46	)	$	(0.37	)
Net Income (Loss) Per Common Share — Basic and Diluted	$	0.51		$	0.54	$	0.30		$	(0.09	)	$	1.28
Dividends Per Share	$	0.27		$	0.28	$	0.28		$	0.28		$	1.11
Weighted Average Common Shares Outstanding — Basic		30,412			29,855		29,115			28,596			29,494
Weighted Average Common Shares Outstanding — Diluted		30,420			29,860		29,128			28,598			29,499

(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 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, except per share data)	Quarter			Quarter			Quarter			Quarter			2007
Net Sales	$	226,793		$	263,175		$	228,450		$	227,392		$	945,810
Cost of Sales		185,390			209,520			186,134			183,026			764,070
Gross Margin		41,403			53,655			42,316			44,366			181,740
Selling, General & Administrative Expenses		19,520			20,957			20,519			18,708			79,704
Restructuring and Impairment Charge		—			—			1,004			1,122			2,126
Operating Income		21,883			32,698			20,793			24,536			99,910
Interest Income and Other — Net		287			828			259			(24	)		1,350
Income From Continuing Operations Before Income Taxes		22,170			33,526			21,052			24,512			101,260
Taxes Based on Income		8,064			12,278			7,746			8,893			36,981
Income From Continuing Operations		14,106			21,248			13,306			15,619			64,279
Discontinued Operations, Net of Tax:
(Loss) Income From Discontinued Operations		(325	)		(3,419	)		(546	)		815			(3,475	)
Gain (Loss) on Sale of Discontinued Operations		—			—			739			(15,859	)		(15,120	)
Total Discontinued Operations		(325	)		(3,419	)		193			(15,044	)		(18,595	)
Net Income	$	13,781		$	17,829		$	13,499		$	575		$	45,684
Income (Loss) Per Common Share: (1)
Continuing Operations — Basic	$	0.44		$	0.67		$	0.42		$	0.50		$	2.04
Continuing Operations — Diluted	$	0.44		$	0.67		$	0.42		$	0.50		$	2.03
Discontinued Operations — Basic and Diluted	$	(0.01	)	$	(0.11	)	$	0.01		$	(0.48	)	$	(0.59	)
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 Common Shares Outstanding — Basic		31,919			31,735			31,531			31,120			31,576
Weighted Average Common Shares Outstanding — 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
Business Segment Information
(Unaudited)

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

	Fiscal 2008												Year Ended
	First			Second			Third			Fourth			June 30,
(In thousands of dollars)	Quarter			Quarter			Quarter			Quarter			2008
Net Sales:
Specialty Foods	$	184,789		$	215,150		$	197,249		$	211,319		$	808,507
Glassware and Candles		59,169			54,297			33,577			25,365			172,408
	$	243,958		$	269,447		$	230,826		$	236,684		$	980,915
Operating Income:
Specialty Foods	$	23,774		$	28,309		$	14,361		$	22,531		$	88,975
Glassware and Candles		2,413			(780	)		(38	)		(3,482	)		(1,887	)
Corporate Expenses		(2,533	)		(5,182	)		(2,046	)		(1,990	)		(11,751	)
	$	23,654		$	22,347		$	12,277		$	17,059		$	75,337

	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
	$	226,793		$	263,175		$	228,450		$	227,392		$	945,810
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
Corporate Expenses		(1,498	)		(1,994	)		(2,240	)		(1,588	)		(7,320	)
	$	21,883		$	32,698		$	20,793		$	24,536		$	99,910

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