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 (Date of earliest event reported): April 30, 2009

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Ohio	000-04065	13-1955943
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: 614-224-7141

(Former name or former address, if changed since last report.)

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 April 30, 2009, Lancaster Colony Corporation issued a press release announcing its results for the three and nine months ended March 31, 2009. The press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 Press Release dated April 30, 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: April 30, 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 April 30, 2009	Filed herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	SYMBOL: LANC
Thursday, April 30, 2009	TRADED: Nasdaq

LANCASTER COLONY REPORTS HIGHER THIRD QUARTER SALES AND INCOME

COLUMBUS, Ohio, Apr. 30 — Lancaster Colony Corporation (Nasdaq: LANC) today reported higher sales, operating income and net income for the company’s third fiscal quarter ended March 31, 2009 compared with the corresponding quarter a year ago. Highlights of the quarter:

• Net sales increased seven percent to $246 million versus $231 million in the third quarter last year, reflecting continued growth in specialty food sales.

• After taxes, income from continuing operations totaled $21,213,000 compared with $8,002,000 for the corresponding quarter a year ago. This growth was driven by higher sales and better margins within the Specialty Foods segment. Third quarter earnings per share from continuing operations totaled $.76 compared to $.27 a year ago.

• Third quarter Specialty Foods sales increased 10 percent to $217 million benefiting from pricing actions taken over the last two years as well as higher foodservice volumes. Operating income totaled $35.9 million compared to $14.4 million in the third quarter last year, reflecting the pricing and volume gains along with a $2 million favorable impact of material costs.

• Third quarter Glassware and Candles sales decreased 13 percent to $29.1 million, primarily reflecting weaker retail markets for candle products. With higher paraffin wax costs and lower production levels, segment operating income declined approximately $0.9 million from essentially a breakeven level in the third quarter last year.

• Net income amounted to $21,213,000. In the third quarter last year, net income was $8,626,000, including $624,000 of income from discontinued operations. Net income per diluted share reached 76 cents versus 30 cents in the year-ago quarter.

• The company’s balance sheet remained strong with debt at March 31, 2009 representing less than four percent of total capitalization.

Nine-month net sales were $798 million compared to $744 million last year. Net income was $60,685,000, or $2.16 per diluted share. Net income for the nine months a year ago totaled $40,194,000, or $1.35 per diluted share, after reflecting income from discontinued operations of $2,271,000, or eight cents per diluted share. After taxes, income from continuing operations for the nine months was $60,685,000, or $2.16 per diluted share, compared to $37,923,000, or $1.27 per diluted share earned in the first nine months last year.

MORE. . .

PAGE 2 / LANCASTER COLONY REPORTS HIGHER 3^RD QUARTER SALES & INCOME

Current year-to-date income from continuing operations 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 the prior year, income from continuing operations included a pretax CDSOA distribution of $2.5 million (five cents per share after taxes) as well as a pretax loss on the November 2007 sale of consumer and floral glass operations totaling $5.9 million (13 cents per share after taxes) and a noncash pension settlement charge of $3.0 million (six cents per share after taxes).

John B. Gerlach, Jr., chairman and CEO, said, “We were pleased with the Specialty Foods improvement from the unusually low operating margins of a year ago. Although the unit costs of certain key commodities remained above long-term levels, we welcomed the year-over-year improvement from last year’s historically high levels. In addition to higher Specialty Foods volumes and previous pricing actions, our third quarter profitability also benefitted from operational improvements.”

Looking ahead, Mr. Gerlach said, “In our food group, future trends in consumer demand remain uncertain but we expect to see continuing benefits from lower material costs and current retail pricing. The later Easter this year may also add modestly to fourth quarter sales volumes. While candle sales may also increase in the coming months, our candle operations typically experience a seasonally slow period in our fourth quarter.”

Conference Call on the Web

The company’s third quarter conference call is scheduled for this morning, April 30, 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 focusing primarily on specialty foods for the retail and foodservice markets.

MORE. . .

PAGE 3 / LANCASTER COLONY REPORTS HIGHER 3^RD QUARTER SALES & INCOME

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 HIGHER 3^RD QUARTER SALES & INCOME

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

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
Net sales	$	246,027		$	230,826		$	798,106		$	744,231
Cost of sales		193,385			199,152			647,632			624,115
Gross margin		52,642			31,674			150,474			120,116
Selling, general & administrative expenses		20,155			19,397			62,333			61,656
Restructuring and impairment charges		—			—			1,606			182
Operating income		32,487			12,277			86,535			58,278
Interest expense		(64	)		(621	)		(1,194	)		(2,545	)
Interest income and other — net		65			298			8,565			3,227
Income from continuing operations before income taxes		32,488			11,954			93,906			58,960
Taxes based on income		11,275			3,952			33,221			21,037
Income from continuing operations		21,213			8,002			60,685			37,923
Income from discontinued operations		—			783			—			2,430
Loss on sale of discontinued operations		—			(159	)		—			(159	)
Total discontinued operations, net of tax		—			624			—			2,271
Net income	$	21,213		$	8,626		$	60,685		$	40,194
Net income per common share:(a)
Continuing operations — basic and diluted	$	.76		$	.27		$	2.16		$	1.27
Discontinued operations — basic and diluted	$	—		$	.02		$	—		$	.08
Net income — basic and diluted	$	.76		$	.30		$	2.16		$	1.35
Cash dividends per common share	$	.285		$	.28		$	.85		$	.83
Weighted average common shares outstanding:
Basic		27,933			29,115			28,048			29,794
Diluted		27,949			29,128			28,058			29,799

(a)	Based on the weighted average number of shares outstanding during each period.
(b)	Certain automotive operations sold in the year ended June 30, 2008 have been reflected as discontinued operations in all periods presented.

MORE...

PAGE 5 / LANCASTER COLONY REPORTS HIGHER 3^RD QUARTER SALES & INCOME

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

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
NET SALES
Specialty Foods	$	216,894		$	197,249		$	683,073		$	597,188
Glassware and Candles		29,133			33,577			115,033			147,043
	$	246,027		$	230,826		$	798,106		$	744,231
OPERATING INCOME (LOSS)
Specialty Foods	$	35,910		$	14,361		$	99,050		$	66,444
Glassware and Candles		(927	)		(38	)		(4,796	)		1,595
Corporate expenses		(2,496	)		(2,046	)		(7,719	)		(9,761	)
	$	32,487		$	12,277		$	86,535		$	58,278

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

	March 31,		June 30,
	2009		2008
ASSETS
Current assets:
Cash and equivalents	$	19,264	$	19,417
Receivables — net of allowance for doubtful accounts		72,355		59,409
Total inventories		90,717		120,303
Deferred income taxes and other current assets		24,041		34,545
Total current assets		206,377		233,674
Net property, plant and equipment		173,181		179,573
Other assets		105,108		106,931
Total assets	$	484,666	$	520,178
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	36,343	$	45,964
Accrued liabilities		35,961		42,785
Total current liabilities		72,304		88,749
Long-term debt		15,000		55,000
Other noncurrent liabilities and deferred income taxes		20,692		17,211
Shareholders’ equity		376,670		359,218
Total liabilities and shareholders’ equity	$	484,666	$	520,178

# # # #