##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
transition period from _______________ to _______________
 Commission File No. 0-11488
 PENFORD CORPORATION
  Washington
    
    91-1221360(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)7094 South Revere Parkway,Centennial, Colorado
    
    80112-3932(Address of Principal Executive Offices)
    
    (Zip Code)
 (303) 649-1900
 þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ




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##### 



PENFORD CORPORATION AND SUBSIDIARIES
 INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  May 31, 2008 and August 31, 2007
    
    
    3Condensed Consolidated Statements of Operations  Three and Nine Months ended May 31, 2008 and May 31, 2007
    
    
    4Condensed Consolidated Statements of Cash Flow  Nine Months ended May 31, 2008 and May 31, 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27First Amendment to Second Amended and Restated Credit AgreementCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certifications of CEO and CFO Pursuant to Section 1350
  2




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PART I  FINANCIAL INFORMATION
 
 Item 1: Financial Statements
 
 PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 May 31,
    
    
    August 31,(In thousands, except per share data)
    
    2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash
    
    $
    
    
    
    $
    Trade accounts receivable, net
    
    
    59,505
    
    
    
    54,333Inventories
    
    
    57,234
    
    
    
    39,537Prepaid expenses
    
    
    6,763
    
    
    
    5,025Other
    
    
    4,712
    
    
    
    6,384Total current assets
    
    
    128,214
    
    
    
    105,279Property, plant and equipment, net
    
    
    178,932
    
    
    
    146,663Restricted cash value of life insurance
    
    
    10,456
    
    
    
    10,366Goodwill, net
    
    
    28,844
    
    
    
    23,477Other intangible assets, net
    
    
    872
    
    
    
    878Other assets
    
    
    1,171
    
    
    
    1,725Total assets
    
    $
    348,489
    
    
    $
    288,388LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Cash overdraft, net
    
    $
    1,398
    
    
    $
    5,468Current portion of long-term debt and capital lease obligations
    
    
    6,587
    
    
    
    4,056Short-term borrowings
    
    
    1,397
    
    
    
    7,218Accounts payable
    
    
    38,575
    
    
    
    32,410Accrued liabilities
    
    
    6,285
    
    
    
    17,094Total current liabilities
    
    
    54,242
    
    
    
    66,246Long-term debt and capital lease obligations
    
    
    68,022
    
    
    
    63,403Other post-retirement benefits
    
    
    13,210
    
    
    
    12,814Deferred income taxes
    
    
    2,150
    
    
    
    3,140Other liabilities
    
    
    17,698
    
    
    
    17,109Total liabilities
    
    
    155,322
    
    
    
    162,712Shareholders equity:Preferred stock, par value $1.00 per share, authorized 1,000 shares,
none issued
    
    
    
    
    
    
    Common stock, par value $1.00 per share, authorized 29,000 shares,
issued 13,124 and 11,099 shares, respectively
    
    
    13,124
    
    
    
    11,099Additional paid-in capital
    
    
    90,763
    
    
    
    43,902Retained earnings
    
    
    95,648
    
    
    
    89,486Treasury stock, at cost, 1,981 shares
    
    
    (32,757
    )
    
    
    (32,757
    )Accumulated other comprehensive income
    
    
    26,389
    
    
    
    13,946Total shareholders equity
    
    
    193,167
    
    
    
    125,676Total liabilities and shareholders equity
    
    $
    348,489
    
    
    $
    288,388
 The accompanying notes are an integral part of these statements.
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PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,
    
    
    May 31,
    
    
    May 31,(In thousands, except per share data)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    102,799
    
    
    $
    95,406
    
    
    $
    285,549
    
    
    $
    266,147Cost of sales
    
    
    87,260
    
    
    
    76,838
    
    
    
    242,252
    
    
    
    221,983Gross margin
    
    
    15,539
    
    
    
    18,568
    
    
    
    43,297
    
    
    
    44,164Operating expenses
    
    
    7,267
    
    
    
    8,375
    
    
    
    21,173
    
    
    
    22,808Research and development expenses
    
    
    2,004
    
    
    
    1,737
    
    
    
    6,099
    
    
    
    4,886Restructure costs
    
    
    27
    
    
    
    
    
    
    
    1,356
    
    
    
    Litigation expense
    
    
    1,411
    
    
    
    
    
    
    
    1,411
    
    
    
    Income from operations
    
    
    4,830
    
    
    
    8,456
    
    
    
    13,258
    
    
    
    16,470Non-operating income, net
    
    
    336
    
    
    
    344
    
    
    
    1,590
    
    
    
    1,095Interest expense
    
    
    782
    
    
    
    1,443
    
    
    
    2,649
    
    
    
    4,437Income before income taxes
    
    
    4,384
    
    
    
    7,357
    
    
    
    12,199
    
    
    
    13,128Income taxes
    
    
    1,679
    
    
    
    2,402
    
    
    
    4,017
    
    
    
    3,894Net income
    
    $
    2,705
    
    
    $
    4,955
    
    
    $
    8,182
    
    
    $
    9,234Weighted average common shares and
equivalents outstanding:Basic
    
    
    11,129
    
    
    
    8,984
    
    
    
    10,371
    
    
    
    8,962Diluted
    
    
    11,446
    
    
    
    9,258
    
    
    
    10,743
    
    
    
    9,159Income per share:Basic
    
    $
    0.24
    
    
    $
    0.55
    
    
    $
    0.79
    
    
    $
    1.03Diluted
    
    $
    0.24
    
    
    $
    0.54
    
    
    $
    0.76
    
    
    $
    1.01Dividends declared per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.18
    
    
    $
    0.18
 The accompanying notes are an integral part of these statements.
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PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
 Nine Months Ended(In thousands)
    
    May 31,
2008
    
    
    May 31,
2007Cash flows from operating activities:Net income
    
    $
    8,182
    
    
    $
    9,234Adjustments to reconcile net income to net cash provided
by (used in) operations:Depreciation and amortization
    
    
    12,182
    
    
    
    11,798Stock-based compensation
    
    
    1,638
    
    
    
    870Loss (gain) on sale of fixed assets
    
    
    (6
    )
    
    
    336Deferred income taxes
    
    
    (2,103
    )
    
    
    (695
    )Loss (gain) on derivative transactions
    
    
    4,442
    
    
    
    (366
    )Foreign currency transaction gain
    
    
    (1,126
    )
    
    
    Other
    
    
    (81
    )
    
    
    (121
    )Change in assets and liabilities:Trade accounts receivable
    
    
    (2,880
    )
    
    
    (5,943
    )Prepaid expenses
    
    
    (1,580
    )
    
    
    (463
    )Inventories
    
    
    (14,812
    )
    
    
    (4,598
    )Accounts payable and accrued liabilities
    
    
    (2,149
    )
    
    
    (2,296
    )Taxes payable
    
    
    (5,031
    )
    
    
    1,690Other
    
    
    112
    
    
    
    2,081Net cash provided by (used in) operating activities
    
    
    (3,212
    )
    
    
    11,527Cash flows from investing activities:Investment in property, plant and equipment, net
    
    
    (37,482
    )
    
    
    (22,101
    )Other
    
    
    (90
    )
    
    
    (75
    )Net cash used in investing activities
    
    
    (37,572
    )
    
    
    (22,176
    )Cash flows from financing activities:Proceeds from short-term borrowings
    
    
    5,871
    
    
    
    7,785Payments on short-term borrowings
    
    
    (12,395
    )
    
    
    (9,497
    )Proceeds from revolving line of credit
    
    
    61,029
    
    
    
    42,267Payments on revolving line of credit
    
    
    (28,052
    )
    
    
    (29,982
    )Proceeds from long-term debt
    
    
    
    
    
    
    4,200Payments of long-term debt
    
    
    (26,625
    )
    
    
    (3,249
    )Payments under capital lease obligation
    
    
    (50
    )
    
    
    (42
    )Exercise of stock options
    
    
    322
    
    
    
    723Net proceeds from issuance of common stock
    
    
    46,844
    
    
    
    Payment of loan fees
    
    
    
    
    
    
    (836
    )Increase (decrease) in cash overdraft
    
    
    (4,070
    )
    
    
    2,093Payment of dividends
    
    
    (1,774
    )
    
    
    (1,610
    )Other
    
    
    94
    
    
    
    116Net cash provided by financing activities
    
    
    41,194
    
    
    
    11,968Effect of exchange rate changes on cash and cash equivalents
    
    
    (410
    )
    
    
    (866
    )Net increase in cash and cash equivalents
    
    
    
    
    
    
    453Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    939Cash and cash equivalents, end of period
    
    $
    
    
    
    $
    1,392
 The accompanying notes are an integral part of these statements.
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PENFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1BUSINESS
     2BASIS OF PRESENTATION
 Consolidation
  Accounting Changes
   6




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Recent Accounting Pronouncements
      3STOCK-BASED COMPENSATION
 Stock Compensation Plans
  7




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Stock Option Awards
  Weighted Average
    
    AggregateNumber of
    
    Weighted Average
    
    Remaining Term
    
    IntrinsicShares
    
    Exercise Price
    
    (in years)
    
    ValueOutstanding Balance, August 31, 2007
    
    
    1,033,977
    
    
    $
    14.25Granted
    
    
    10,000
    
    
    
    21.73Exercised
    
    
    (25,611
    )
    
    
    12.58Cancelled
    
    
    (1,000
    )
    
    
    16.34Outstanding Balance, May 31, 2008
    
    
    1,017,366
    
    
    $
    14.37
    
    
    
    4.91
    
    
    $
    7,550,300Options Exercisable at May 31, 2008
    
    
    788,116
    
    
    $
    13.94
    
    
    
    4.62
    
    
    $
    6,186,100
   Restricted Stock Awards
  WeightedAverageNumber of
    
    Grant DateShares
    
    Fair ValueNonvested at August 31, 2007
    
    
    5,796
    
    
    $
    14.50Granted
    
    
    106,467
    
    
    
    34.69Vested
    
    
    (2,898
    )
    
    
    14.50Cancelled
    
    
    
    
    
    
    Nonvested at May 31, 2008
    
    
    109,365
    
    
    $
    34.15
   Compensation Expense
  8




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Three Months Ended
    
    Nine Months EndedMay 31,
    
    May 31,2008
    
    2007
    
    2008
    
    2007Cost of sales
    
    $
    48
    
    
    $
    25
    
    
    $
    134
    
    
    $
    66Operating expenses
    
    
    591
    
    
    
    249
    
    
    
    1,488
    
    
    
    789Research and development expenses
    
    
    10
    
    
    
    5
    
    
    
    16
    
    
    
    15Total stock-based compensation expense
    
    $
    649
    
    
    $
    279
    
    
    $
    1,638
    
    
    $
    870Tax benefit
    
    
    247
    
    
    
    103
    
    
    
    622
    
    
    
    322Total stock-based compensation expense,
net of tax
    
    $
    402
    
    
    $
    176
    
    
    $
    1,016
    
    
    $
    548
  4INVENTORIES
  May 31,
    
    
    August 31,2008
    
    
    2007(In thousands)Raw materials
    
    $
    28,297
    
    
    $
    17,438Work in progress
    
    
    977
    
    
    
    720Finished goods
    
    
    27,960
    
    
    
    21,379Total inventories
    
    $
    57,234
    
    
    $
    39,537
   5PROPERTY, PLANT AND EQUIPMENT
  May 31,
    
    
    August 31,2008
    
    
    2007(In thousands)Land
    
    $
    22,289
    
    
    $
    17,694Plant and equipment
    
    
    400,330
    
    
    
    338,496Construction in progress
    
    
    10,604
    
    
    
    27,433433,223
    
    
    
    383,623Accumulated depreciation
    
    
    (254,291
    )
    
    
    (236,960
    )Net property, plant and equipment
    
    $
    178,932
    
    
    $
    146,663
  9




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6DEBT
       10




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7INCOME TAXES
 FIN 48
     Effective Tax Rate
    11




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8STOCKHOLDERS EQUITY
  9OTHER COMPREHENSIVE INCOME
  Three months ended
    
    
    Nine months endedMay 31, 2008
    
    
    May 31, 2007
    
    
    May 31, 2008
    
    
    May 31, 2007(In thousands)Net income
    
    $
    2,705
    
    
    $
    4,955
    
    
    $
    8,182
    
    
    $
    9,234Foreign currency translation adjustments
    
    
    (274
    )
    
    
    2,418
    
    
    
    10,795
    
    
    
    5,343Net unrealized gain on derivative
instruments that qualify as cash flow
hedges,
net of tax
    
    
    292
    
    
    
    1,708
    
    
    
    1,648
    
    
    
    367Total comprehensive income
    
    $
    2,723
    
    
    $
    9,081
    
    
    $
    20,625
    
    
    $
    14,944
 10NON-OPERATING INCOME, NET
  Three months ended
    
    
    Nine months endedMay 31, 2008
    
    
    May 31, 2007
    
    
    May 31, 2008
    
    
    May 31, 2007(In thousands)Royalty and licensing income
    
    $
    465
    
    
    $
    486
    
    
    $
    1,320
    
    
    $
    1,409Gain (loss) on sale of assets
    
    
    5
    
    
    
    (194
    )
    
    
    6
    
    
    
    (336
    )Gain (loss) on foreign currency transactions
    
    
    (236
    )
    
    
    
    
    
    
    208
    
    
    
    Other
    
    
    102
    
    
    
    52
    
    
    
    56
    
    
    
    22Total
    
    $
    336
    
    
    $
    344
    
    
    $
    1,590
    
    
    $
    1,095
    12




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11  PENSION AND POST-RETIREMENT BENEFIT PLANS
  Defined benefit pension plans
    
    Three months ended
    
    
    Nine months endedMay 31, 2008
    
    
    May 31, 2007
    
    
    May 31, 2008
    
    
    May 31, 2007(In thousands)Service cost
    
    $
    371
    
    
    $
    345
    
    
    $
    1,113
    
    
    $
    733Interest cost
    
    
    622
    
    
    
    516
    
    
    
    1,868
    
    
    
    1,100Expected return on plan assets
    
    
    (663
    )
    
    
    (593
    )
    
    
    (1,989
    )
    
    
    (1,186
    )Amortization of prior service
cost
    
    
    64
    
    
    
    47
    
    
    
    190
    
    
    
    93Amortization of actuarial losses
    
    
    12
    
    
    
    48
    
    
    
    38
    
    
    
    96Net periodic benefit cost
    
    $
    406
    
    
    $
    363
    
    
    $
    1,220
    
    
    $
    836
 Post-retirement health care plans
    
    Three months ended
    
    
    Nine months endedMay 31, 2008
    
    
    May 31, 2007
    
    
    May 31, 2008
    
    
    May 31, 2007(In thousands)Service cost
    
    $
    77
    
    
    $
    78
    
    
    $
    233
    
    
    $
    155Interest cost
    
    
    214
    
    
    
    204
    
    
    
    640
    
    
    
    409Amortization of prior service
cost
    
    
    (38
    )
    
    
    (38
    )
    
    
    (114
    )
    
    
    (76
    )Net periodic benefit cost
    
    $
    253
    
    
    $
    244
    
    
    $
    759
    
    
    $
    488
 12RESTRUCTURING COSTS
   13SEGMENT REPORTING
  13




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Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)Sales:Industrial IngredientsNorth America
    
    $
    60,861
    
    
    $
    52,965
    
    
    $
    159,147
    
    
    $
    143,650Food IngredientsNorth America
    
    
    17,139
    
    
    
    17,091
    
    
    
    48,857
    
    
    
    46,892Australia/New Zealand operations
    
    
    25,096
    
    
    
    25,668
    
    
    
    78,498
    
    
    
    76,296Intercompany sales
    
    
    (297
    )
    
    
    (318
    )
    
    
    (953
    )
    
    
    (691
    )$
    102,799
    
    
    $
    95,406
    
    
    $
    285,549
    
    
    $
    266,147Income (loss) from operations:Industrial IngredientsNorth America
    
    $
    5,094
    
    
    $
    7,066
    
    
    $
    15,358
    
    
    $
    13,896Food IngredientsNorth America
    
    
    2,830
    
    
    
    2,918
    
    
    
    7,689
    
    
    
    7,931Australia/New Zealand operations
    
    
    (874
    )
    
    
    856
    
    
    
    (2,994
    )
    
    
    1,607Corporate and other
    
    
    (2,220
    )
    
    
    (2,384
    )
    
    
    (6,795
    )
    
    
    (6,964
    )$
    4,830
    
    
    $
    8,456
    
    
    $
    13,258
    
    
    $
    16,470
 May 31,
    
    
    August 31,2008
    
    
    2007(In thousands)Total assets:Industrial IngredientsNorth America
    
    $
    177,234
    
    
    $
    133,187Food IngredientsNorth America
    
    
    35,328
    
    
    
    33,684Australia/New Zealand operations
    
    
    123,544
    
    
    
    108,084Corporate and other
    
    
    12,383
    
    
    
    13,433$
    348,489
    
    
    $
    288,388
  Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)Industrial IngredientsNorth America
    
    $
    160
    
    
    $
    69
    
    
    $
    399
    
    
    $
    205Food IngredientsNorth America
    
    
    84
    
    
    
    49
    
    
    
    224
    
    
    
    147Australia/New Zealand operations
    
    
    8
    
    
    
    13
    
    
    
    27
    
    
    
    42Corporate
    
    
    397
    
    
    
    149
    
    
    
    988
    
    
    
    476$
    649
    
    
    $
    280
    
    
    $
    1,638
    
    
    $
    870
  14




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14EARNINGS PER SHARE
  Three months ended
    
    Nine months endedMay 31,
    
    May 31,2008
    
    2007
    
    2008
    
    2007(In thousands)Weighted average common shares
outstanding
    
    
    11,129
    
    
    
    8,984
    
    
    
    10,371
    
    
    
    8,962Dilutive stock options and awards
    
    
    317
    
    
    
    274
    
    
    
    372
    
    
    
    197Weighted average common shares
outstanding,
assuming dilution
    
    
    11,446
    
    
    
    9,258
    
    
    
    10,743
    
    
    
    9,159
  15LEGAL PROCEEDINGS
   16SUBSEQUENT EVENT
   15




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Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-looking Statements
 The statements contained in this Quarterly Report on Form 10-Q (Quarterly Report) that are
not historical facts, including, but not limited to statements found in the Notes to Condensed
Consolidated Financial Statements and in Item 2  Managements Discussion and Analysis of
Financial Condition and Results of Operations, are forward-looking statements that represent
managements beliefs and assumptions based on currently available information. Forward-looking
statements can be identified by the use of words such as believes, may, will, looks,
should, could, anticipates, expects, or comparable terminology or by discussions of
strategies or trends.
 Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot give any assurances that these expectations will prove to be
correct. Such statements by their nature involve substantial risks and uncertainties that could
significantly affect expected results. Actual future results could differ materially from those
described in such forward-looking statements, and the Company does not intend to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
Among the factors that could cause actual results to differ materially are the risks and
uncertainties discussed in this Quarterly Report, including those referenced in Item 1A in this
Quarterly Report, and those described from time to time in other filings with the Securities and
Exchange Commission, including the Companys Annual Report on Form 10-K for the year ended August
31, 2007, which include, but are not limited to:
 
    
    expectations regarding the timing and cost of restoring the Cedar Rapids facility to
full production, the timing and amount of insurance recoveries, the amount of total losses
sustained, and the impact on the Companys financial results due to the severe flooding in
Cedar Rapids, Iowa in June 2008;
    
    competition;
    
    the possibility of interruption of business activities due to equipment problems,
accidents, strikes, weather or other factors;
    
    product development risk;
    
    changes in corn and other raw material prices and availability;
    
    changes in general economic conditions or developments with respect to specific
industries or customers affecting demand for the Companys products including unfavorable
shifts in product mix;
    
    unanticipated costs, expenses or third-party claims;
    
    the risk that results may be affected by construction delays, cost overruns, technical
difficulties, nonperformance by contractors or changes in capital improvement project
requirements or specifications;
    
    interest rate, chemical and energy cost volatility;
    
    foreign currency exchange rate fluctuations;
    
    changes in assumptions used for determining employee benefit expense and obligations; or
    
    other unforeseen developments in the industries in which Penford operates.
 Overview
  17




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Cedar River Flooding
         18




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##### Table of Contents



Accounting Changes
   Results of Operations
 Executive Overview
    Industrial IngredientsNorth America
  19




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##### Table of Contents



Food IngredientsNorth America
    Australia/New Zealand Operations
  20




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##### Table of Contents



Corporate operating expenses
  Interest expense
  Income taxes
    21




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##### Table of Contents



Non-operating income, net
  Three months ended
    
    
    Nine months endedMay 31,
2008
    
    
    May 31,
2007
    
    
    May 31,
2008
    
    
    May 31,
2007(In thousands)Royalty and licensing income
    
    $
    465
    
    
    $
    486
    
    
    $
    1,320
    
    
    $
    1,409Gain (loss) on sale of assets
    
    
    5
    
    
    
    (194
    )
    
    
    6
    
    
    
    (336
    )Gain (loss) on foreign currency
transactions
    
    
    (236
    )
    
    
    
    
    
    
    208
    
    
    
    Other
    
    
    102
    
    
    
    52
    
    
    
    56
    
    
    
    22Total
    
    $
    336
    
    
    $
    344
    
    
    $
    1,590
    
    
    $
    1,095
  Liquidity and Capital Resources
     22




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##### Table of Contents



Contractual Obligations
   2008
    
    $
    1,0302009  2010
    
    
    22,0092011  2012
    
    
    42,2672013 & After
    
    
    10,700$
    76,006
 Off-Balance Sheet Arrangements
  23




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Recent Accounting Pronouncements
      Critical Accounting Policies and Estimates
  24




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##### Table of Contents



Income Taxes
  
 Item 3: Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 4: Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  25




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PART II  OTHER INFORMATION
 
 Item 1: Legal Proceedings
   
 Item 1A: Risk Factors
     
 Item 6: Exhibits.
  10.1
    
    First Amendment to Second Amended and Restated Credit Agreement31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 26




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SIGNATURES
  Penford Corporation(Registrant)July 10, 2008
    
    /s/ Steven O. CordierSteven O. CordierSenior Vice President and Chief Financial Officer 27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    
    First Amendment to Second Amended and Restated Credit Agreement31.1
    
    
    Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200232
    
    
    Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 28