##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2006
 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 number 0-4065-1
 Lancaster Colony Corporation
 (Exact name of registrant as specified in its charter)
 Ohio
    
    13-1955943(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)37 West Broad Street
    
    43215Columbus, Ohio
    
    (Zip Code)(Address of principal executive offices)
 614-224-7141  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange in which registeredCommon Stock-No Par Value Per Share
    
    The NASDAQ Stock Market LLC(Including Series A ParticipatingPreferred Stock Purchase Rights)
 Securities registered pursuant to Section 12(g) of the Act:
None
 þ o
 o þ
 þ o
 þ
  þ o o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
  Exhibit Index located in Part IV of this Annual Report on Form 10-K.




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##### 



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
  
 PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for the Registrants Common Stock, Related Stockholder Matters, and Issuer
Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSignaturesIndex to ExhibitsEX-3.4EX-21EX-23EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I
 
 Item 1. Business
 GENERAL
    DESCRIPTION OF AND FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
  
 Specialty Foods
      3




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Glassware and Candles
        Automotive
   4




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NET SALES BY CLASS OF PRODUCTS
  2006
    
    2005
    
    2004Specialty Foods:Retail
    
    
    32
    %
    
    
    30
    %
    
    
    30
    %Foodservice
    
    
    28
    %
    
    
    29
    %
    
    
    28
    %Glassware and Candles:Consumer Table and Giftware
    
    
    15
    %
    
    
    17
    %
    
    
    17
    %Automotive:Original Equipment Manufacturers
    
    
    16
    %
    
    
    13
    %
    
    
    14
    %
  RESEARCH AND DEVELOPMENT
  BACKLOG
  ENVIRONMENTAL MATTERS
  EMPLOYEES AND LABOR RELATIONS
  FOREIGN OPERATIONS AND EXPORT SALES
  RAW MATERIALS
  5




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Item 1A. Risk Factors
   Competitive conditions within our markets could impact our sales volumes and operating margins.
   Wal-Mart is our largest customer, and the loss of its business could cause our sales and net
income to decrease.
  Increases in the costs or limitations to the availability of raw materials we use to produce our
products could adversely affect our business by increasing our costs to produce goods.
  6




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We may be subject to product recalls or product liability claims for misbranded, adulterated,
contaminated or spoiled food products or defective consumer products.
    Increases in energy-related costs could negatively affect our business by increasing our costs to
produce goods.
  The availability and cost of transportation for our products is vital to our success, and the
loss of availability or increase in the cost of transportation could have an unfavorable impact
on our business and results of operations.
  Our inability to bring production online and efficiently operate our new salad dressing facility
could have a material adverse effect on our business and results of operations.
  Our inability to successfully renegotiate union contracts and any prolonged work stoppages could
have an adverse effect on our business and results of operations.
  7




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##### Table of Contents



Any reduction of CDSOA distributions in the future would reduce our earnings.
  Impairment charges could have a material adverse effect on our financial results.
  We may not be able to successfully consummate proposed acquisitions or divestitures or integrate
acquired businesses.
  We are subject to federal, state and local government regulations that could adversely affect our
business and results of operations.
   8




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##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   Approximate
    
    Terms ofLocation
    
    Business Segment(s)
    
    Square Feet
    
    OccupancyAltoona, Iowa (3)
    
    Specialty Foods
    
    
    109,000
    
    
    Owned/LeasedBedford Heights, OH (3)
    
    Specialty Foods
    
    
    81,000
    
    
    Owned/LeasedColumbus, OH (3)
    
    Specialty Foods
    
    
    392,000
    
    
    Owned/LeasedGrove City, OH
    
    Specialty Foods
    
    
    195,000
    
    
    OwnedLuverne, AL
    
    Specialty Foods
    
    
    91,000
    
    
    OwnedMilpitas, CA (4)
    
    Specialty Foods
    
    
    130,000
    
    
    Owned/LeasedWilson, NY
    
    Specialty Foods
    
    
    80,000
    
    
    OwnedDunkirk, IN
    
    Glassware and Candles
    
    
    622,000
    
    
    OwnedLancaster, OH
    
    Glassware and Candles
    
    
    465,000
    
    
    OwnedLeesburg, OH (1)
    
    Glassware and Candles
    
    
    875,000
    
    
    Owned/LeasedSapulpa, OK (1)
    
    Glassware and Candles
    
    
    680,000
    
    
    Owned/LeasedJackson, OH
    
    Automotive and Glassware and Candles
    
    
    122,000
    
    
    OwnedCoshocton, OH
    
    Automotive
    
    
    591,000
    
    
    OwnedDes Moines, IA (2)(4)
    
    Automotive
    
    
    698,000
    
    
    Owned/LeasedLaGrange, GA
    
    Automotive
    
    
    211,000
    
    
    OwnedWapakoneta, OH (1)(2)
    
    Automotive
    
    
    274,000
    
    
    Owned/Leased
 
 (1)
    
    Part leased on a monthly basis(2)
    
    Part leased for term expiring in calendar 2007(3)
    
    Part leased for term expiring in calendar 2009(4)
    
    Part leased for term expiring in calendar 2010  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  9




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PART II
 
 Item 5. Market for the Registrants Common Stock, Related Stockholder
Matters, and Issuer Purchases of Equity Securities
  Closing
    
    
    DividendsStock Prices
    
    
    PaidHigh
    
    
    Low
    
    
    Per Share2006First quarter
    
    $
    45.75
    
    
    $
    42.25
    
    
    $
    .25Second quarter
    
    
    43.48
    
    
    
    37.05
    
    
    
    2.26
    (1)Third quarter
    
    
    42.03
    
    
    
    37.92
    
    
    
    .26Fourth quarter
    
    
    42.05
    
    
    
    37.73
    
    
    
    .26Year
    
    
    
    
    
    
    
    
    
    $
    3.032005First quarter
    
    $
    43.55
    
    
    $
    38.26
    
    
    $
    .23Second quarter
    
    
    44.63
    
    
    
    40.32
    
    
    
    .25Third quarter
    
    
    43.50
    
    
    
    41.17
    
    
    
    .25Fourth quarter
    
    
    44.35
    
    
    
    40.90
    
    
    
    .25Year
    
    
    
    
    
    
    
    
    
    $
    .98
 
 (1)
    
    Includes special cash dividend of $2.00 per common share. This dividend was approved by the
Board on November 21, 2005 and was paid on December 30, 2005 to shareholders of record on
December 9, 2005.  Issuer Purchases of Equity Securities
  Total Number
    
    Maximum NumberTotal
    
    Average
    
    of Shares
    
    of Shares That MayNumber
    
    Price
    
    Purchased as
    
    Yet be Purchasedof Shares
    
    Paid Per
    
    Part of Publicly
    
    Under the Plans orPeriod
    
    Purchased
    
    Share
    
    Announced Plans
    
    ProgramsApril 1-30, 2006
    
    
    96,058
    
    
    $
    41.685
    
    
    
    96,058
    
    
    
    1,453,553May 1-31, 2006
    
    
    240,328
    
    
    $
    39.964
    
    
    
    240,328
    
    
    
    3,213,225June 1-30, 2006
    
    
    279,353
    
    
    $
    38.491
    
    
    
    279,353
    
    
    
    2,933,872
  10




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Item 6. Selected Financial Data
 LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 FIVE YEAR FINANCIAL SUMMARY
 (Thousands Except
    
    Years Ended June 30Per Share Figures)
    
    2006
    
    2005
    
    2004
    
    2003
    
    2002OperationsNet Sales
    
    $
    1,175,260
    
    
    $
    1,131,466
    
    
    $
    1,096,953
    
    
    $
    1,106,800
    
    
    $
    1,129,687Gross Margin
    
    $
    214,403
    
    
    $
    219,463
    
    
    $
    223,686
    
    
    $
    243,860
    
    
    $
    253,565Percent of Sales
    
    
    18.2
    %
    
    
    19.4
    %
    
    
    20.4
    %
    
    
    22.0
    %
    
    
    22.4
    %Interest Expense
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    54Percent of Sales
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Income Before Income Taxes
    
    $
    128,801
    
    
    $
    148,021
    
    
    $
    128,464
    
    
    $
    180,801
    
    
    $
    149,342Percent of Sales
    
    
    11.0
    %
    
    
    13.1
    %
    
    
    11.7
    %
    
    
    16.3
    %
    
    
    13.2
    %Taxes Based on Income
    
    $
    45,847
    
    
    $
    54,933
    
    
    $
    48,462
    
    
    $
    68,255
    
    
    $
    57,402Net Income
    
    $
    82,954
    
    
    $
    93,088
    
    
    $
    80,002
    
    
    $
    112,546
    
    
    $
    91,940Percent of Sales
    
    
    7.1
    %
    
    
    8.2
    %
    
    
    7.3
    %
    
    
    10.2
    %
    
    
    8.1
    %Per Common Share:Net IncomeBasic and Diluted
    
    $
    2.48
    
    
    $
    2.67
    
    
    $
    2.24
    
    
    $
    3.11
    
    
    $
    2.49Cash Dividends
    
    $
    3.03
    
    
    $
    0.98
    
    
    $
    0.89
    
    
    $
    0.78
    
    
    $
    0.71Financial PositionCash, Equivalents and
Short-Term Investments
    
    $
    41,815
    
    
    $
    184,580
    
    
    $
    178,503
    
    
    $
    142,847
    
    
    $
    83,378Total Assets
    
    $
    628,021
    
    
    $
    731,278
    
    
    $
    712,885
    
    
    $
    667,716
    
    
    $
    618,705Working Capital
    
    $
    235,283
    
    
    $
    370,559
    
    
    $
    358,274
    
    
    $
    329,462
    
    
    $
    276,796Property, Plant and Equipment-Net
    
    $
    187,272
    
    
    $
    154,147
    
    
    $
    159,494
    
    
    $
    161,111
    
    
    $
    165,943Long-Term Debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Property Additions
    
    $
    61,965
    
    
    $
    22,683
    
    
    $
    18,172
    
    
    $
    29,941
    
    
    $
    22,546Depreciation and Amortization
    
    $
    32,341
    
    
    $
    33,262
    
    
    $
    31,267
    
    
    $
    31,669
    
    
    $
    35,287Shareholders Equity
    
    $
    494,421
    
    
    $
    587,726
    
    
    $
    586,785
    
    
    $
    547,665
    
    
    $
    501,277Per Common Share
    
    $
    15.33
    
    
    $
    17.17
    
    
    $
    16.54
    
    
    $
    15.31
    
    
    $
    13.70Weighted Average Common Shares
OutstandingDiluted
    
    
    33,502
    
    
    
    34,925
    
    
    
    35,778
    
    
    
    36,243
    
    
    
    36,910StatisticsCurrent Ratio
    
    
    3.3
    
    
    
    4.6
    
    
    
    4.9
    
    
    
    4.9
    
    
    
    4.1Dividends Paid as a Percent
of Net Income
    
    
    122.7
    %
    
    
    36.6
    %
    
    
    39.7
    %
    
    
    25.0
    %
    
    
    28.4
    %Return on Average Equity
    
    
    15.3
    %
    
    
    15.9
    %
    
    
    14.1
    %
    
    
    21.5
    %
    
    
    19.1
    %
 11




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 OVERVIEW
        12




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Forward-Looking Statements
   
    
    the potential for loss of larger programs or key customer relationships;
    
    the effect of consolidation of customers within key market channels;
    
    the continued solvency of key customers;
    
    the success and cost of new product development efforts;
    
    the lack of market acceptance of new products;
    
    changes in demand for our products, which may result from loss of brand reputation
or customer goodwill;
    
    changes in market trends;
    
    the extent to which future business acquisitions are completed and acceptably integrated;
    
    the possible occurrence of product recalls;
    
    efficiencies in plant operations, including the ability to optimize overhead
utilization in nonfood operations;
    
    fluctuations in the cost and availability of raw materials;
    
    adverse changes in energy costs and other factors that may affect costs of
producing, distributing or transporting our products;
    
    maintenance of competitive position with respect to other manufacturers, including
import sources of production;
    
    dependence on key personnel;
    
    stability of labor relations;
    
    fluctuations in energy costs;
    
    dependence on contract copackers;
    
    effect of governmental regulations, including environmental matters;
    
    legislation and litigation affecting the future administration of CDSOA;
    
    changes in income tax laws;
    
    start-up of our new food production facility in Kentucky in
2007;
 13




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
    
    the outcome of our exploration of strategic alternatives;
    
    changes in estimates in critical accounting judgments; and
    
    innumerable other factors.
 Summary of Results
    REVIEW OF CONSOLIDATED OPERATIONS
 Segment Sales Mix
  2006
    
    2005
    
    2004Segment Sales Mix:(1)Specialty Foods
    
    
    60
    %
    
    
    60
    %
    
    
    58
    %Glassware and Candles
    
    
    18
    %
    
    
    21
    %
    
    
    21
    %Automotive
    
    
    21
    %
    
    
    20
    %
    
    
    21
    %
 
 (1)
    
    Expressed as a percentage of consolidated net sales; may not add to 100% due to rounding. Net Sales and Gross Margin
 Year EndedJune 30
    
    
    
    
    
    
    Change(Dollars in thousands)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2006 vs. 2005
    
    
    2005 vs. 2004Net SalesSpecialty Foods
    
    $
    708,029
    
    
    $
    673,840
    
    
    $
    639,226
    
    
    $
    34,189
    
    
    
    5
    %
    
    $
    34,614
    
    
    
    5
    %Glassware and Candles
    
    
    216,542
    
    
    
    233,505
    
    
    
    231,125
    
    
    
    (16,963
    )
    
    
    (7
    )%
    
    
    2,380
    
    
    
    1
    %Automotive
    
    
    250,689
    
    
    
    224,121
    
    
    
    226,602
    
    
    
    26,568
    
    
    
    12
    %
    
    
    (2,481
    )
    
    
    (1
    )%Total
    
    $
    1,175,260
    
    
    $
    1,131,466
    
    
    $
    1,096,953
    
    
    $
    43,794
    
    
    
    4
    %
    
    $
    34,513
    
    
    
    3
    %Gross Margin
    
    $
    214,403
    
    
    $
    219,463
    
    
    $
    223,686
    
    
    $
    (5,060
    )
    
    
    (2
    )%
    
    $
    (4,223
    )
    
    
    (2
    )%Gross Margin as a
Percent of Sales
    
    
    18.2
    %
    
    
    19.4
    %
    
    
    20.4
    %
 14




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Selling, General and Administrative Expenses
 Year EndedJune 30
    
    
    
    
    
    
    
    
    
    
    Change(Dollars in thousands)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2006 vs. 2005
    
    
    2005 vs. 2004Selling, General and
Administrative Expenses
    
    $
    100,313
    
    
    $
    99,421
    
    
    $
    97,885
    
    
    $
    892
    
    
    
    1
    %
    
    $
    1,536
    
    
    
    2
    %SG&A Expense as a
Percent of Sales
    
    
    8.5
    %
    
    
    8.8
    %
    
    
    8.9
    %
  Restructuring and Impairment Charge
    15




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Accrual
    
    
    
    
    
    
    
    
    
    
    Accrual
    
    
    
    
    
    
    
    
    
    
    Accrual2004
    
    
    at
    
    
    
    
    
    
    2005
    
    
    at
    
    
    
    
    
    
    2006
    
    
    at2004
    
    
    Cash
    
    
    June 30,
    
    
    2005
    
    
    Cash
    
    
    June 30,
    
    
    2006
    
    
    Cash
    
    
    June 30,Charge
    
    
    Outlays
    
    
    2004
    
    
    Charge
    
    
    Outlays
    
    
    2005
    
    
    Charge
    
    
    Outlays
    
    
    2006Waycross Restructuring
and Impairment ChargeEmployee Separation Costs
    
    $
    233
    
    
    $
    (128
    )
    
    $
    105
    
    
    $
    
    
    
    $
    (105
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Costs
    
    
    39
    
    
    
    (5
    )
    
    
    34
    
    
    
    401
    
    
    
    (410
    )
    
    
    25
    
    
    
    81
    
    
    
    (83
    )
    
    
    23Subtotal
    
    
    272
    
    
    $
    (133
    )
    
    $
    139
    
    
    
    401
    
    
    $
    (515
    )
    
    $
    25
    
    
    
    81
    
    
    $
    (83
    )
    
    $
    23Asset Impairment
    
    
    786
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    Waycross Restructuring
and Impairment Charge
    
    $
    1,058
    
    
    
    
    
    
    
    
    
    
    $
    536
    
    
    
    
    
    
    
    
    
    
    $
    81
  Operating Income
 Year EndedJune 30
    
    
    
    
    
    
    Change(Dollars in thousands)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2006 vs. 2005
    
    
    2005 vs. 2004Operating IncomeSpecialty Foods
    
    $
    113,796
    
    
    $
    111,392
    
    
    $
    109,391
    
    
    $
    2,404
    
    
    
    2
    %
    
    $
    2,001
    
    
    
    2
    %Glassware and Candles
    
    
    3,614
    
    
    
    7,247
    
    
    
    9,298
    
    
    
    (3,633
    )
    
    
    (50
    )%
    
    
    (2,051
    )
    
    
    (22
    )%Automotive
    
    
    2,973
    
    
    
    6,082
    
    
    
    11,980
    
    
    
    (3,109
    )
    
    
    (51
    )%
    
    
    (5,898
    )
    
    
    (49
    )%Corporate Expenses
    
    
    (6,928
    )
    
    
    (6,808
    )
    
    
    (5,926
    )
    
    
    (120
    )
    
    
    2
    %
    
    
    (882
    )
    
    
    15
    %Total
    
    $
    113,455
    
    
    $
    117,913
    
    
    $
    124,743
    
    
    $
    (4,458
    )
    
    
    (4
    )%
    
    $
    (6,830
    )
    
    
    (5
    )%Operating Income as
a Percent of SalesSpecialty Foods
    
    
    16.1
    %
    
    
    16.5
    %
    
    
    17.1
    %Glassware and Candles
    
    
    1.7
    %
    
    
    3.1
    %
    
    
    4.0
    %Automotive
    
    
    1.2
    %
    
    
    2.7
    %
    
    
    5.3
    %Consolidated
    
    
    9.7
    %
    
    
    10.4
    %
    
    
    11.4
    %
  Other Income (Expense)
  16




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Income Before Income Taxes
  Net Income per Common Share
  SEGMENT REVIEW  SPECIALTY FOODS
    SEGMENT REVIEW  GLASSWARE AND CANDLES
  17




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SEGMENT REVIEW  AUTOMOTIVE
   18




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LIQUIDITY AND CAPITAL RESOURCES
   Cash Flows
 Year EndedJune 30
    
    
    
    
    
    
    Change(Dollars in thousands)
    
    2006
    
    
    2005
    
    
    2004
    
    
    2006 vs. 2005
    
    
    2005 vs. 2004Provided by Operating Activities
    
    $
    97,015
    
    
    $
    116,677
    
    
    $
    116,582
    
    
    $
    (19,662
    )
    
    
    (17
    )%
    
    $
    95
    
    
    
    0
    %Used in Investing Activities
    
    
    (25,395
    )
    
    
    (34,161
    )
    
    
    (50,190
    )
    
    
    8,766
    
    
    
    26
    %
    
    
    16,029
    
    
    
    32
    %Used in Financing Activities
    
    
    (178,849
    )
    
    
    (82,467
    )
    
    
    (42,026
    )
    
    
    (96,382
    )
    
    
    (117
    )%
    
    
    (40,441
    )
    
    
    (96
    )%
     19




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##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND COMMITMENTS
    Payment Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsOperating Lease Obligations (1)
    
    $
    16,009
    
    
    $
    4,486
    
    
    $
    7,405
    
    
    $
    3,913
    
    
    $
    205Purchase Obligations (2)
    
    
    82,464
    
    
    
    76,925
    
    
    
    5,502
    
    
    
    29
    
    
    
    8Minimum Required Pension Contributions
    
    
    44
    
    
    
    35
    
    
    
    9
    
    
    
    
    
    
    
    Other Long-Term Liabilities (as reflected
on Consolidated Balance Sheet) (3)
    
    
    1,441
    
    
    
    60
    
    
    
    1,073
    
    
    
    257
    
    
    
    51Total
    
    $
    99,958
    
    
    $
    81,506
    
    
    $
    13,989
    
    
    $
    4,199
    
    
    $
    264
 
 (1)
    
    Operating leases are primarily entered into for warehouse and office facilities and
certain equipment. See Note 13 to the consolidated financial statements for further
information. 20




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##### Table of Contents



(2)
    
    Purchase obligations represent purchase orders and longer-term purchase arrangements
related to the procurement of ingredients, supplies, raw materials, and property, plant and
equipment.(3)
    
    This amount does not include $20.3 million of other noncurrent liabilities recorded on the
balance sheet, which consist of the minimum pension liability, other post employment benefit
obligations, and deferred compensation and interest on deferred compensation. These items are
excluded, as it is not certain when these liabilities will become due. See Notes 10, 11 and 12
to the consolidated financial statements for further information. IMPACT OF INFLATION
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  Revenue Recognition
  Receivables and the Allowance for Doubtful Accounts
  21




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##### Table of Contents



Long-Lived Assets
  Goodwill and Intangible Assets
  Valuation of Inventory
  Accrued Marketing and Distribution
  Accruals for Self-Insurance
  Accounting for Pension Plans and Other Postretirement Benefit Plans
  22




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##### Table of Contents



RECENTLY ISSUED ACCOUNTING STANDARDS
    RECENTLY ADOPTED ACCOUNTING STANDARDS
       23




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
 24




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated
Framework
 /s/ Deloitte & Touche LLPDeloitte & Touche LLP
 
 25




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 June 30(Amounts in thousands, except share data)
    
    2006
    
    
    2005ASSETSCurrent Assets:Cash and equivalents
    
    $
    6,050
    
    
    $
    113,265Short-term investments
    
    
    35,765
    
    
    
    71,315Receivables (less allowance for doubtful accounts,
2006$1,097; 2005$1,830)
    
    
    108,987
    
    
    
    100,351Inventories:Raw materials
    
    
    40,719
    
    
    
    47,097Finished goods and work in process
    
    
    121,230
    
    
    
    117,268Total inventories
    
    
    161,949
    
    
    
    164,365Deferred income taxes and other current assets
    
    
    26,032
    
    
    
    25,109Total current assets
    
    
    338,783
    
    
    
    474,405Property, Plant and Equipment:Land, buildings and improvements
    
    
    137,233
    
    
    
    121,290Machinery and equipment
    
    
    399,914
    
    
    
    365,005Total cost
    
    
    537,147
    
    
    
    486,295Less accumulated depreciation
    
    
    349,875
    
    
    
    332,148Property, plant and equipmentnet
    
    
    187,272
    
    
    
    154,147Other Assets:Goodwillnet
    
    
    79,219
    
    
    
    79,219Other intangible assetsnet
    
    
    4,416
    
    
    
    4,937Other noncurrent assets
    
    
    18,331
    
    
    
    18,570Total
    
    $
    628,021
    
    
    $
    731,278LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    47,684
    
    
    $
    51,014Accrued liabilities
    
    
    55,816
    
    
    
    52,832Total current liabilities
    
    
    103,500
    
    
    
    103,846Other Noncurrent Liabilities
    
    
    21,734
    
    
    
    30,492Deferred Income Taxes
    
    
    8,366
    
    
    
    9,214Shareholders Equity:Preferred stockauthorized 3,050,000 shares; OutstandingnoneCommon stockauthorized 75,000,000 shares;
Outstanding, 200632,245,735; 200534,235,905
    
    
    78,017
    
    
    
    73,801Retained earnings
    
    
    925,388
    
    
    
    944,194Accumulated other comprehensive loss
    
    
    (5,277
    )
    
    
    (10,905
    )Total
    
    
    998,128
    
    
    
    1,007,090Common stock in treasury, at cost
    
    
    (503,707
    )
    
    
    (419,364
    )Total shareholders equity
    
    
    494,421
    
    
    
    587,726Total
    
    $
    628,021
    
    
    $
    731,278
  26




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 Years Ended June 30(Amounts in thousands, except per share data)
    
    2006
    
    
    2005
    
    
    2004Net Sales
    
    $
    1,175,260
    
    
    $
    1,131,466
    
    
    $
    1,096,953Cost of Sales
    
    
    960,857
    
    
    
    912,003
    
    
    
    873,267Gross Margin
    
    
    214,403
    
    
    
    219,463
    
    
    
    223,686Selling, General and Administrative Expenses
    
    
    100,313
    
    
    
    99,421
    
    
    
    97,885Restructuring and Impairment Charge
    
    
    635
    
    
    
    2,129
    
    
    
    1,058Operating Income
    
    
    113,455
    
    
    
    117,913
    
    
    
    124,743Other Income (Expense):Other incomeContinued Dumping and Subsidy
Offset Act
    
    
    11,376
    
    
    
    26,226
    
    
    
    1,987Interest income and othernet
    
    
    3,970
    
    
    
    3,882
    
    
    
    1,734Income Before Income Taxes
    
    
    128,801
    
    
    
    148,021
    
    
    
    128,464Taxes Based on Income
    
    
    45,847
    
    
    
    54,933
    
    
    
    48,462Net Income
    
    $
    82,954
    
    
    $
    93,088
    
    
    $
    80,002Net Income Per Common Share:Basic and diluted
    
    $
    2.48
    
    
    $
    2.67
    
    
    $
    2.24Weighted Average Common Shares Outstanding:Basic
    
    
    33,471
    
    
    
    34,868
    
    
    
    35,708Diluted
    
    
    33,502
    
    
    
    34,925
    
    
    
    35,778
  27




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended June 30(Amounts in thousands)
    
    2006
    
    
    2005
    
    
    2004Cash Flows From Operating Activities:Net income
    
    $
    82,954
    
    
    $
    93,088
    
    
    $
    80,002Adjustments to reconcile net income
to net cash provided by operating activities:Depreciation and amortization
    
    
    32,341
    
    
    
    33,262
    
    
    
    31,267Deferred income taxes and other noncash charges
    
    
    (1,114
    )
    
    
    884
    
    
    
    5,290Restructuring and impairment charge
    
    
    551
    
    
    
    1,608
    
    
    
    848Gain on sale of property
    
    
    (1,113
    )
    
    
    (34
    )
    
    
    (751
    )Loss on sale of business
    
    
    178
    
    
    
    
    
    
    
    Payments to pension plans
    
    
    (2,853
    )
    
    
    (999
    )
    
    
    (3,111
    )Changes in operating assets and liabilities:Receivables
    
    
    (9,029
    )
    
    
    (5,597
    )
    
    
    (4,471
    )Inventories
    
    
    (439
    )
    
    
    (9,352
    )
    
    
    5,431Other current assets
    
    
    (1,084
    )
    
    
    353
    
    
    
    123Accounts payable and accrued liabilities
    
    
    (3,377
    )
    
    
    3,464
    
    
    
    1,954Net cash provided by operating activities
    
    
    97,015
    
    
    
    116,677
    
    
    
    116,582Cash Flows From Investing Activities:Cash paid for acquisitions
    
    
    
    
    
    
    (492
    )
    
    
    (20,568
    )Payments on property additions
    
    
    (61,965
    )
    
    
    (22,683
    )
    
    
    (18,172
    )Proceeds from sale of property
    
    
    1,627
    
    
    
    660
    
    
    
    1,341Proceeds from sale of business
    
    
    466
    
    
    
    
    
    
    
    Purchases of short-term investments
    
    
    (31,350
    )
    
    
    (52,695
    )
    
    
    (31,300
    )Proceeds from short-term investment sales,
calls and maturities
    
    
    66,900
    
    
    
    46,650
    
    
    
    20,030Othernet
    
    
    (1,073
    )
    
    
    (5,601
    )
    
    
    (1,521
    )Net cash used in investing activities
    
    
    (25,395
    )
    
    
    (34,161
    )
    
    
    (50,190
    )Cash Flows From Financing Activities:Payment of dividends
    
    
    (101,760
    )
    
    
    (34,055
    )
    
    
    (31,769
    )Purchase of treasury stock
    
    
    (84,343
    )
    
    
    (56,721
    )
    
    
    (16,667
    )Proceeds from the exercise of stock options
    
    
    3,835
    
    
    
    3,785
    
    
    
    3,634Increase in cash overdraft balance
    
    
    3,419
    
    
    
    4,524
    
    
    
    2,776Net cash used in financing activities
    
    
    (178,849
    )
    
    
    (82,467
    )
    
    
    (42,026
    )Effect of exchange rate changes on cash
    
    
    14
    
    
    
    (17
    )
    
    
    20Net change in cash and equivalents
    
    
    (107,215
    )
    
    
    32
    
    
    
    24,386Cash and equivalents at beginning of year
    
    
    113,265
    
    
    
    113,233
    
    
    
    88,847Cash and equivalents at end of year
    
    $
    6,050
    
    
    $
    113,265
    
    
    $
    113,233
  28




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedCommon Stock
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Total(Amounts in thousands,
    
    Outstanding
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    Shareholdersexcept per share data)
    
    Shares
    
    
    Amount
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance, June 30, 2003
    
    
    35,770
    
    
    $
    65,864
    
    
    $
    836,928
    
    
    $
    (9,151
    )
    
    $
    (345,976
    )
    
    $
    547,665Net income
    
    
    
    
    
    
    
    
    
    
    80,002
    
    
    
    
    
    
    
    
    
    
    
    80,002Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    20Minimum pension liability,
net of $2,163 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,589
    
    
    
    
    
    
    
    3,589Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,611Cash dividends common
stock ($0.89 per share)
    
    
    
    
    
    
    
    
    
    
    (31,769
    )
    
    
    
    
    
    
    
    
    
    
    (31,769
    )Purchase of treasury shares
    
    
    (408
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,667
    )
    
    
    (16,667
    )Shares issued upon
exercise of stock
options including
related tax benefits
    
    
    110
    
    
    
    3,945
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,945Balance, June 30, 2004
    
    
    35,472
    
    
    
    69,809
    
    
    
    885,161
    
    
    
    (5,542
    )
    
    
    (362,643
    )
    
    
    586,785Net income
    
    
    
    
    
    
    
    
    
    
    93,088
    
    
    
    
    
    
    
    
    
    
    
    93,088Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    (17
    )Minimum pension liability,
net of $2,812 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,346
    )
    
    
    
    
    
    
    (5,346
    )Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,725Cash dividends common
stock ($0.98 per share)
    
    
    
    
    
    
    
    
    
    
    (34,055
    )
    
    
    
    
    
    
    
    
    
    
    (34,055
    )Purchase of treasury shares
    
    
    (1,348
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56,721
    )
    
    
    (56,721
    )Shares issued upon
exercise of stock
options including
related tax benefits
    
    
    112
    
    
    
    3,992
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,992Balance, June 30, 2005
    
    
    34,236
    
    
    
    73,801
    
    
    
    944,194
    
    
    
    (10,905
    )
    
    
    (419,364
    )
    
    
    587,726Net income
    
    
    
    
    
    
    
    
    
    
    82,954
    
    
    
    
    
    
    
    
    
    
    
    82,954Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    14Minimum pension liability,
net of $3,125 tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,614
    
    
    
    
    
    
    
    5,614Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,582Cash dividends  common
stock ($3.03 per share)
    
    
    
    
    
    
    
    
    
    
    (101,760
    )
    
    
    
    
    
    
    
    
    
    
    (101,760
    )Purchase of treasury shares
    
    
    (2,092
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,343
    )
    
    
    (84,343
    )Shares issued upon
exercise of stock
options including
related tax benefits
    
    
    102
    
    
    
    3,829
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,829Stock compensation expense
    
    
    
    
    
    
    387
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    387Balance, June 30, 2006
    
    
    32,246
    
    
    $
    78,017
    
    
    $
    925,388
    
    
    $
    (5,277
    )
    
    $
    (503,707
    )
    
    $
    494,421
  29




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in thousands, except per share amounts)
 Note 1  Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Cash and Equivalents
  Short-Term Investments
  Receivables and the Allowance for Doubtful Accounts
  Credit Risk
  30




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 Property, Plant and Equipment
  Long-Lived Assets
  Goodwill and Intangible Assets
  Revenue Recognition
  Advertising Expense
  Shipping and Handling
  Stock-Based Employee Compensation Plans
  31




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
    2005
    
    2004Net income
    
    As reported
    
    $
    93,088
    
    
    $
    80,002Pro forma
    
    $
    90,984
    
    
    $
    79,595Earnings per Share:Basic and Diluted
    
    As reported
    
    $
    2.67
    
    
    $
    2.24Basic
    
    Pro forma
    
    $
    2.61
    
    
    $
    2.23Diluted
    
    Pro forma
    
    $
    2.61
    
    
    $
    2.22
 Other Income
  Per Share Information
   Comprehensive Income
  32




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
  2006
    
    
    2005
    
    
    2004Cumulative translation adjustments
    
    $
    143
    
    
    $
    129
    
    
    $
    146Minimum pension liability adjustment
    
    
    (5,420
    )
    
    
    (11,034
    )
    
    
    (5,688
    )$
    (5,277
    )
    
    $
    (10,905
    )
    
    $
    (5,542
    )
 Recently Issued Accounting Standards
    Note 2  Short-Term Investments
   2006
    
    
    2005Due within one year
    
    $
    
    
    
    $
    3,300Due between one and five years
    
    
    
    
    
    
    1,580Due after ten years
    
    
    35,765
    
    
    
    66,435Total short-term investments
    
    $
    35,765
    
    
    $
    71,315
  33




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 Note 3  Inventories
   Note 4  Goodwill and Other Intangible Assets
   2006
    
    
    2005Specialty FoodsTrademarks (40-year life)Gross carrying value
    
    $
    370
    
    
    $
    370Accumulated amortization
    
    
    (140
    )
    
    
    (131
    )Net Carrying Value
    
    $
    230
    
    
    $
    239Customer Lists (12-year life)Gross carrying value
    
    $
    4,100
    
    
    $
    4,100Accumulated amortization
    
    
    (854
    )
    
    
    (513
    )Net Carrying Value
    
    $
    3,246
    
    
    $
    3,587Non-compete Agreements (8-year life)Gross carrying value
    
    $
    1,200
    
    
    $
    1,200Accumulated amortization
    
    
    (375
    )
    
    
    (225
    )Net Carrying Value
    
    $
    825
    
    
    $
    975Glassware and Candles  Customer Lists(12-year life)Gross carrying value
    
    $
    250
    
    
    $
    250Accumulated amortization
    
    
    (135
    )
    
    
    (114
    )Net Carrying Value
    
    $
    115
    
    
    $
    136Total Net Carrying Value
    
    $
    4,416
    
    
    $
    4,937
  Note 5  Short-Term Borrowings
  34




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
   Note 6  Accrued Liabilities
  2006
    
    
    2005Accrued compensation and employee benefits
    
    $
    28,431
    
    
    $
    30,298Accrued marketing and distribution
    
    
    7,699
    
    
    
    7,660Income and other taxes
    
    
    5,470
    
    
    
    4,150Book cash overdrafts
    
    
    10,718
    
    
    
    7,299Other
    
    
    3,498
    
    
    
    3,425Total accrued liabilities
    
    $
    55,816
    
    
    $
    52,832
 Note 7  Income Taxes
  2006
    
    
    2005
    
    
    2004Currently payable:Federal
    
    $
    41,418
    
    
    $
    48,522
    
    
    $
    38,844State and local
    
    
    6,784
    
    
    
    6,848
    
    
    
    6,292Total current provision
    
    
    48,202
    
    
    
    55,370
    
    
    
    45,136Deferred Federal, state and local (benefit) provision
    
    
    (2,355
    )
    
    
    (437
    )
    
    
    3,326Total taxes based on income
    
    $
    45,847
    
    
    $
    54,933
    
    
    $
    48,462
  2006
    
    2005
    
    2004Statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local income taxes
    
    
    2.7
    %
    
    
    2.9
    %
    
    
    3.2
    %ESOP dividend deduction
    
    
    (0.8
    )%
    
    
    (0.2
    )%
    
    
    (0.4
    )%Section 199 deduction
    
    
    (0.9
    )%
    
    
    
    %
    
    
    
    %Other
    
    
    (0.4
    )%
    
    
    (0.6
    )%
    
    
    (0.1
    )%Effective rate
    
    
    35.6
    %
    
    
    37.1
    %
    
    
    37.7
    %
 35




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
  2006
    
    
    2005Deferred tax assets:Inventories
    
    $
    5,055
    
    
    $
    6,590Employee medical and other benefits
    
    
    10,954
    
    
    
    14,232Receivable and other allowances
    
    
    5,487
    
    
    
    5,037Other accrued liabilities
    
    
    3,773
    
    
    
    4,019Total deferred tax assets
    
    
    25,269
    
    
    
    29,878Total deferred tax liabilitiesproperty and other
    
    
    (14,672
    )
    
    
    (18,511
    )Net deferred tax asset
    
    $
    10,597
    
    
    $
    11,367
    Note 8  Shareholders Equity
    36




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
   Note 9  Stock Options
       2006
    
    
    2005
    
    
    2004Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber
    
    
    Average
    
    
    Number
    
    
    Average
    
    
    Number
    
    
    Averageof
    
    
    Exercise
    
    
    of
    
    
    Exercise
    
    
    of
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning of period
    
    
    590,104
    
    
    $
    38.77
    
    
    
    380,664
    
    
    $
    34.93
    
    
    
    496,941
    
    
    $
    34.53Exercised
    
    
    (102,272
    )
    
    
    33.81
    
    
    
    (112,160
    )
    
    
    33.74
    
    
    
    (109,877
    )
    
    
    33.07Granted
    
    
    
    
    
    
    
    
    
    
    326,550
    
    
    
    41.52
    
    
    
    
    
    
    
    Forfeited
    
    
    (16,850
    )
    
    
    36.92
    
    
    
    (4,950
    )
    
    
    38.53
    
    
    
    (6,400
    )
    
    
    35.48Outstanding at end of period
    
    
    470,982
    
    
    $
    39.92
    
    
    
    590,104
    
    
    $
    38.77
    
    
    
    380,664
    
    
    $
    34.93Exercisable at end of period
    
    
    454,667
    
    
    $
    39.88
    
    
    
    531,255
    
    
    $
    38.59
    
    
    
    373,809
    
    
    $
    34.98
 37




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
   Options Outstanding
    
    Options ExercisableWeighted AverageRemainingGrant
    
    Exercise
    
    Number
    
    Contractual
    
    Exercise
    
    Number
    
    Weighted AverageYears
    
    Prices
    
    Outstanding
    
    Life in Years
    
    Price
    
    Exercisable
    
    Exercise Price2001
    
    $
    29.50
    
    
    
    4,325
    
    
    
    .75
    
    
    $
    29.50
    
    
    
    3,389
    
    
    $
    29.502003
    
    $
    37.23
    
    
    
    163,865
    
    
    
    1.75
    
    
    $
    37.23
    
    
    
    163,865
    
    
    $
    37.232005
    
    $
    41.52
    
    
    
    302,792
    
    
    
    3.67
    
    
    $
    41.52
    
    
    
    287,413
    
    
    $
    41.52
  Year EndedJune 30, 2006WeightedNumber
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueUnvested at beginning of period
    
    
    58,849
    
    
    $
    7.52Granted
    
    
    
    
    
    
    Vested
    
    
    (42,534
    )
    
    
    7.21Forfeited
    
    
    
    
    
    
    Unvested at end of period
    
    
    16,315
    
    
    $
    7.82
  Note 10  Pension Benefits
 Defined Benefit Pension Plans
   2006
    
    2005Weighted-average assumption as of June 30Discount rate
    
    
    6.45
    %
    
    
    5.25
    %
  2006
    
    2005
    
    2004Discount rate
    
    
    5.25
    %
    
    
    6.25
    %
    
    
    5.75
    %Expected long-term return on plan assets
    
    
    8.00
    %
    
    
    8.00
    %
    
    
    9.00
    %
 38




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
   Percentage ofNoncash Plan Assetsat June 30Asset Category
    
    2006
    
    2005Equity securities
    
    
    79
    %
    
    
    73
    %Fixed income
    
    
    21
    %
    
    
    27
    %Total
    
    
    100
    %
    
    
    100
    %
   2006
    
    
    2005Change in benefit obligationBenefit obligation at beginning of year
    
    $
    48,534
    
    
    $
    40,406Service cost
    
    
    752
    
    
    
    554Interest cost
    
    
    2,542
    
    
    
    2,531Amendments
    
    
    123
    
    
    
    Actuarial (gain) loss
    
    
    (7,041
    )
    
    
    7,331Benefits paid
    
    
    (4,114
    )
    
    
    (2,288
    )Benefit obligation at end of year
    
    $
    40,796
    
    
    $
    48,534Change in plan assetsFair value of plan assets at beginning of year
    
    $
    37,094
    
    
    $
    35,712Actual return on plan assets
    
    
    2,612
    
    
    
    2,671Employer contributions
    
    
    2,853
    
    
    
    999Benefits paid
    
    
    (4,114
    )
    
    
    (2,288
    )Fair value of plan assets at end of year
    
    $
    38,445
    
    
    $
    37,094Reconciliation of funded statusUnder funded status
    
    $
    (2,351
    )
    
    $
    (11,440
    )Unrecognized net actuarial loss
    
    
    9,308
    
    
    
    17,343Unrecognized prior service cost
    
    
    2,308
    
    
    
    2,429Unrecognized net transition (asset) obligation
    
    
    (1
    )
    
    
    31Prepaid benefit cost
    
    $
    9,264
    
    
    $
    8,363
 39




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 2006
    
    
    2005Amounts recognized in the consolidated balance sheets consist ofPrepaid benefit cost(1)
    
    $
    9,264
    
    
    $
    8,363Accrued benefit liability(2)
    
    
    (10,584
    )
    
    
    (19,803
    )Intangible asset(1)
    
    
    2,000
    
    
    
    2,480Accumulated other comprehensive loss
    
    
    8,584
    
    
    
    17,323Net amount recognized
    
    $
    9,264
    
    
    $
    8,363Accumulated benefit obligation
    
    $
    40,796
    
    
    $
    48,534
 
 (1)
    
    Recorded in other noncurrent assets(2)
    
    Recorded in other noncurrent liabilities  2006
    
    2005Benefit obligations
    
    $
    33,376
    
    
    $
    48,534Fair value of plan assets at end of year
    
    $
    30,613
    
    
    $
    37,094
  2006
    
    2005
    
    2004Minimum pension (asset) liability
    
    $
    (9,219
    )
    
    $
    8,237
    
    
    $
    (6,373
    )Intangible (liability) asset
    
    $
    (480
    )
    
    $
    78
    
    
    $
    (621
    )Other comprehensive income (loss) net of tax
    
    $
    5,614
    
    
    $
    (5,346
    )
    
    $
    3,589Tax expense (benefit) of other comprehensive income
    
    $
    3,125
    
    
    $
    (2,813
    )
    
    $
    2,163
  2006
    
    
    2005
    
    
    2004Components of net periodic benefit costService cost
    
    $
    752
    
    
    $
    554
    
    
    $
    605Interest cost
    
    
    2,542
    
    
    
    2,531
    
    
    
    2,376Expected return on plan assets
    
    
    (2,889
    )
    
    
    (2,775
    )
    
    
    (2,508
    )SFAS 88 settlement charge
    
    
    574
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    694
    
    
    
    410
    
    
    
    699Amortization of prior service cost
    
    
    245
    
    
    
    234
    
    
    
    234Amortization of unrecognized net
obligation existing at transition
    
    
    35
    
    
    
    35
    
    
    
    35Net periodic benefit cost
    
    $
    1,953
    
    
    $
    989
    
    
    $
    1,441
   40




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
  2007
    
    $
    1,9942008
    
    $
    2,0812009
    
    $
    2,2522010
    
    $
    2,3832011
    
    $
    2,4212012  2016
    
    $
    14,402
 Note 11  Postretirement Benefits
 Postretirement Medical and Life Insurance Benefit Plans
   2006
    
    2005Weighted-average assumption as of June 30Discount rate
    
    
    6.45
    %
    
    
    5.25
    %
  2006
    
    2005
    
    2004Discount rate
    
    
    5.25
    %
    
    
    6.25
    %
    
    
    5.75
    %Health care cost trend rate
    
    
    12.00
    %
    
    
    12.00
    %
    
    
    9.00
    %
  2006
    
    
    2005Change in benefit obligationBenefit obligation at beginning of year
    
    $
    6,764
    
    
    $
    5,368Service cost
    
    
    175
    
    
    
    135Interest cost
    
    
    346
    
    
    
    323Actuarial (gain) loss
    
    
    (252
    )
    
    
    1,380Plan amendments
    
    
    (22
    )
    
    
    6Benefits paid
    
    
    (265
    )
    
    
    (448
    )Benefit obligation at end of year
    
    $
    6,746
    
    
    $
    6,764Change in plan assetsEmployer contributions
    
    $
    265
    
    
    $
    448Benefits paid
    
    
    (265
    )
    
    
    (448
    )Fair value of plan assets at end of year
    
    $
    
    
    
    $
    
 41




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 2006
    
    
    2005Reconciliation of funded statusUnder funded status
    
    $
    (6,746
    )
    
    $
    (6,764
    )Unrecognized net actuarial loss
    
    
    2,717
    
    
    
    3,112Unrecognized prior service asset
    
    
    (86
    )
    
    
    (70
    )Accrued benefit cost
    
    $
    (4,115
    )
    
    $
    (3,722
    )Amounts recognized in the consolidated
balance sheets consist ofAccrued benefit liability(1)
    
    $
    (4,115
    )
    
    $
    (3,722
    )Accumulated benefit obligation
    
    $
    6,746
    
    
    $
    6,764
 
 (1)
    
    Recorded in other noncurrent liabilities  2006
    
    
    2005
    
    
    2004Components of net periodic benefit costService cost
    
    $
    175
    
    
    $
    135
    
    
    $
    253Interest cost
    
    
    346
    
    
    
    323
    
    
    
    240Amortization of unrecognized net loss
    
    
    143
    
    
    
    75
    
    
    
    36Amortization of prior service asset
    
    
    (6
    )
    
    
    (7
    )
    
    
    (7
    )Net periodic benefit cost
    
    $
    658
    
    
    $
    526
    
    
    $
    522
   2007
    
    $
    3772008
    
    $
    3782009
    
    $
    3442010
    
    $
    3412011
    
    $
    3642012  2016
    
    $
    2,184
   1-Percentage-Point
    
    1-Percentage-PointIncrease
    
    DecreaseEffect on total of service and interest cost components
    
    $
    93
    
    
    $
    (73
    )Effect on postretirement benefit obligation as of June 30, 2006
    
    $
    981
    
    
    $
    (791
    )
 Note 12  Defined Contribution and Other Employee Plans
  42




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
     Note 13  Commitments
   2006
    
    
    2005
    
    
    2004Operating leases:Minimum rentals
    
    $
    5,985
    
    
    $
    5,385
    
    
    $
    5,446Contingent rentals
    
    
    554
    
    
    
    376
    
    
    
    381Short-term cancelable leases
    
    
    2,201
    
    
    
    2,057
    
    
    
    2,094Total
    
    $
    8,740
    
    
    $
    7,818
    
    
    $
    7,921
 Note 14  Contingencies and Environmental Matters
   43




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
    Note 15  Restructuring and Impairment Charge
    44




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
  Accrual
    
    
    
    
    
    
    
    
    
    
    Accrual
    
    
    
    
    
    
    
    
    
    
    Accrual2004
    
    
    at
    
    
    
    
    
    
    2005
    
    
    at
    
    
    
    
    
    
    2006
    
    
    at2004
    
    
    Cash
    
    
    June 30,
    
    
    2005
    
    
    Cash
    
    
    June 30,
    
    
    2006
    
    
    Cash
    
    
    June 30,Charge
    
    
    Outlays
    
    
    2004
    
    
    Charge
    
    
    Outlays
    
    
    2005
    
    
    Charge
    
    
    Outlays
    
    
    2006Waycross Restructuring
and Impairment ChargeEmployee Separation Costs
    
    $
    233
    
    
    $
    (128
    )
    
    $
    105
    
    
    $
    
    
    
    $
    (105
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Costs
    
    
    39
    
    
    
    (5
    )
    
    
    34
    
    
    
    401
    
    
    
    (410
    )
    
    
    25
    
    
    
    81
    
    
    
    (83
    )
    
    
    23Subtotal
    
    
    272
    
    
    $
    (133
    )
    
    $
    139
    
    
    
    401
    
    
    $
    (515
    )
    
    $
    25
    
    
    
    81
    
    
    $
    (83
    )
    
    $
    23Asset Impairment
    
    
    786
    
    
    
    
    
    
    
    
    
    
    
    135
    
    
    
    
    
    
    
    
    
    
    
    Waycross Restructuring
and Impairment Charge
    
    $
    1,058
    
    
    
    
    
    
    
    
    
    
    $
    536
    
    
    
    
    
    
    
    
    
    
    $
    81
  Note 16  Business Segments Information
  Specialty Foods
 Glassware and Candles
 Automotive
 45




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
  2006
    
    
    2005
    
    
    2004Specialty FoodsRetail
    
    $
    375,255
    
    
    $
    343,658
    
    
    $
    326,005Foodservice
    
    
    332,774
    
    
    
    330,182
    
    
    
    313,221Total Specialty Foods
    
    $
    708,029
    
    
    $
    673,840
    
    
    $
    639,226Glassware and CandlesConsumer Table and Giftware
    
    $
    170,845
    
    
    $
    189,071
    
    
    $
    187,322Nonconsumer Ware and Other
    
    
    45,697
    
    
    
    44,434
    
    
    
    43,803Total Glassware and Candles
    
    $
    216,542
    
    
    $
    233,505
    
    
    $
    231,125AutomotiveOriginal Equipment Manufacturers
    
    $
    188,338
    
    
    $
    146,572
    
    
    $
    148,710Aftermarket
    
    
    62,351
    
    
    
    77,549
    
    
    
    77,892Total Automotive
    
    $
    250,689
    
    
    $
    224,121
    
    
    $
    226,602Total
    
    $
    1,175,260
    
    
    $
    1,131,466
    
    
    $
    1,096,953
   2006
    
    
    2005
    
    
    2004Net Sales(1)Specialty Foods
    
    $
    708,029
    
    
    $
    673,840
    
    
    $
    639,226Glassware and Candles
    
    
    216,542
    
    
    
    233,505
    
    
    
    231,125Automotive
    
    
    250,689
    
    
    
    224,121
    
    
    
    226,602Total
    
    $
    1,175,260
    
    
    $
    1,131,466
    
    
    $
    1,096,953Operating IncomeSpecialty Foods
    
    $
    113,796
    
    
    $
    111,392
    
    
    $
    109,391Glassware and Candles
    
    
    3,614
    
    
    
    7,247
    
    
    
    9,298Automotive
    
    
    2,973
    
    
    
    6,082
    
    
    
    11,980Corporate Expenses
    
    
    (6,928
    )
    
    
    (6,808
    )
    
    
    (5,926
    )Total
    
    $
    113,455
    
    
    $
    117,913
    
    
    $
    124,743Identifiable Assets(1)Specialty Foods
    
    $
    274,652
    
    
    $
    231,219
    
    
    $
    221,953Glassware and Candles
    
    
    171,553
    
    
    
    187,707
    
    
    
    186,332Automotive
    
    
    126,755
    
    
    
    106,461
    
    
    
    106,191Corporate
    
    
    55,061
    
    
    
    205,891
    
    
    
    198,409Total
    
    $
    628,021
    
    
    $
    731,278
    
    
    $
    712,885
 46




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 2006
    
    
    2005
    
    
    2004Capital ExpendituresSpecialty Foods
    
    $
    47,984
    
    
    $
    15,152
    
    
    $
    8,790Glassware and Candles
    
    
    3,847
    
    
    
    3,621
    
    
    
    4,359Automotive
    
    
    10,105
    
    
    
    3,791
    
    
    
    4,843Corporate
    
    
    29
    
    
    
    119
    
    
    
    180Total
    
    $
    61,965
    
    
    $
    22,683
    
    
    $
    18,172Depreciation and AmortizationSpecialty Foods
    
    $
    9,767
    
    
    $
    9,589
    
    
    $
    9,015Glassware and Candles
    
    
    14,850
    
    
    
    16,387
    
    
    
    14,313Automotive
    
    
    7,558
    
    
    
    7,127
    
    
    
    7,776Corporate
    
    
    166
    
    
    
    159
    
    
    
    163Total
    
    $
    32,341
    
    
    $
    33,262
    
    
    $
    31,267
 
 (1)
    
    Net sales and long-lived assets are predominantly domestic.   Note 17
 Selected Quarterly Financial Data (Unaudited)
 DilutedNet
    
    
    Gross
    
    
    Net
    
    
    EarningsSales
    
    
    Margin
    
    
    Income
    
    
    Per Share(4)2006First quarter
    
    $
    285,915
    
    
    $
    53,241
    
    
    $
    18,046
    
    
    $
    .53Second quarter(1)
    
    
    312,577
    
    
    
    59,954
    
    
    
    30,230
    
    
    
    .89Third quarter(2)
    
    
    282,453
    
    
    
    42,047
    
    
    
    11,774
    
    
    
    .35Fourth quarter(3)
    
    
    294,315
    
    
    
    59,161
    
    
    
    22,904
    
    
    
    .70Year
    
    $
    1,175,260
    
    
    $
    214,403
    
    
    $
    82,954
    
    
    $
    2.482005First quarter(5)
    
    $
    281,484
    
    
    $
    54,017
    
    
    $
    18,378
    
    
    $
    .52Second quarter(6)
    
    
    297,349
    
    
    
    59,359
    
    
    
    38,119
    
    
    
    1.08Third quarter(7)
    
    
    276,822
    
    
    
    51,300
    
    
    
    16,112
    
    
    
    .46Fourth quarter(8)
    
    
    275,811
    
    
    
    54,787
    
    
    
    20,479
    
    
    
    .60Year
    
    $
    1,131,466
    
    
    $
    219,463
    
    
    $
    93,088
    
    
    $
    2.67
 
 (1)
    
    Included in the second quarters earnings are a) income of approximately $7.4 million, net of
taxes, or approximately $.22 per share, related to funds received under CDSOA and b) income of
$0.5 million, net of taxes, or $.02 per share, related to the sale of idle real estate in the
Automotive segment.(2)
    
    Included in the third quarters earnings are a) income of approximately $0.8 million, net of
taxes, or approximately $.02 per share, related to a bad debt recovery and b) an asset
impairment charge of approximately $0.4 million, net of taxes, or approximately $.01 per
share, related to the writedown of certain machinery and equipment in our Automotive segment. 47




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular dollars in thousands, except per share amounts)
 
 (3)
    
    Included in the fourth quarters earnings are a) expense of approximately $0.4 million, net
of taxes, or approximately $.01 per share, related to an SFAS 88 event in our Automotive
segment and b) income of approximately $0.9 million, net of taxes, or approximately $.03 per
share, related to our annual actuarial review of our self-insured workers compensation.(4)
    
    Quarterly diluted earnings per share do not add due to rounding.(5)
    
    Included in the first quarters earnings are a) income of approximately $0.2 million, net of
taxes, or less than $.01 per share, related to the liquidation of certain LIFO inventories
carried at lower costs in prior years and b) income of approximately $0.5 million, net of
taxes, or approximately $.01 per share, related to a bad debt recovery.(6)
    
    Included in the second quarters earnings is income of approximately $16.4 million, net of
taxes, or approximately $.47 per share, related to funds received under CDSOA.(7)
    
    Included in the third quarters earnings is an asset impairment charge of approximately $1.0
million, net of taxes, or approximately $.03 per share, related to the writedown of certain
machinery and equipment in the Glassware and Candles segment and the Automotive segment.(8)
    
    Included in the fourth quarters earnings is income of approximately $0.3 million, net of
taxes, or less than $.01 per share, related to the liquidation of certain LIFO inventories
carried at lower costs in prior years. 48




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##### Table of Contents



Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
   REPORT OF MANAGEMENT
  1.
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;2.
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with
authorizations of management and our directors; and3.
    
    Provide reasonable assurance regarding prevention or timely detection of an
unauthorized acquisition, use or disposition of our assets that could have a material
effect on the financial statements.
  Internal Control 
Integrated Framework
  49




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Report of Management Internal
ControlIntegrated Framework
    Internal ControlIntegrated Framework Internal ControlIntegrated Framework
  /s/Deloitte & Touche LLPDeloitte & Touche LLP
 
 50




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##### Table of Contents



Item 9B. Other Information
  
 PART III
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements
       Financial Statement Schedules Required by Item 8.
   Exhibits Required by Item 601 of Regulation S-K and Item 15(b
 51




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##### Table of Contents



SIGNATURES
  Lancaster Colony Corporation(Registrant)By:
    
    /s/ John B. Gerlach, Jr.John B. Gerlach, Jr.Chairman, Chief Executive Officer,President and DirectorDate:
    
    September 7, 2006
  Signatures
    
    Title
    
    Date/s/John B. Gerlach, Jr.
    
    Chairman,
    
    September 7, 2006John B. Gerlach, Jr.
    
    Chief Executive Officer,President and Director/s/John L. Boylan
    
    Treasurer, Vice President,
    
    September 7, 2006John L. Boylan
    
    Assistant Secretary,Chief Financial Officer(Principal Financial andAccounting Officer)and Director/s/ James B. Bachmann
    
    Director
    
    August 26, 2006James B. Bachmann/s/ Neeli Bendapudi
    
    Director
    

September 1, 2006Neeli Bendapudi/s/ Robert L. Fox
    
    Director
    
    August 25, 2006Robert L. Fox/s/ Robert S. Hamilton
    
    Director
    
    August 28, 2006Robert S. Hamilton/s/ Edward H. Jennings
    
    Director
    
    August 26, 2006Edward H. Jennings/s/ Henry M. ONeill, Jr.
    
    Director
    
    September 6, 2006Henry M. ONeill, Jr./s/ Zuheir Sofia
    
    Director
    
    August 28, 2006Zuheir Sofia
 52




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
For each of the three years in the period ended June 30, 2006
 Column A
    
    Column B
    
    
    Column C
    
    
    Column D
    
    
    Column EAdditionsBalance at
    
    
    Charged to
    
    
    
    
    
    
    BalanceBeginning
    
    
    Costs and
    
    
    
    
    
    
    at EndDescription
    
    of Year
    
    
    Expenses
    
    
    Deductions(A)
    
    
    of YearReserves deducted from asset to which they
apply  Allowance for doubtful accounts
(amounts in thousands):Year ended June 30, 2004
    
    $
    1,952
    
    
    $
    (1,174
    )(B)
    
    $
    (1,041
    )(B)
    
    $
    1,819Year ended June 30, 2005
    
    $
    1,819
    
    
    $
    (673
    )(C)
    
    $
    (684
    )(C)
    
    $
    1,830Year ended June 30, 2006
    
    $
    1,830
    
    
    $
    (1,058
    )(D)
    
    $
    (325
    )(D)
    
    $
    1,097
 Notes:(A)
    
    Represents uncollectible accounts written-off net of recoveries.(B)
    
    Includes recovery of previously written-off bad debt related to the 2002 bankruptcy of Kmart
Corporation of approximately $1.8 million.(C)
    
    Includes recovery of previously written-off bad debt related to the 2002 bankruptcy of Kmart
Corporation of approximately $1.5 million.(D)
    
    Includes recovery of previously written-off bad debt related to the 2002 bankruptcy of Kmart
Corporation of approximately $1.2 million. 53




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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-K
JUNE 30, 2006
 
 INDEX TO EXHIBITS
 ExhibitNumber
    
    
    Description
    
    Located at3.1
    
    
    Certificate of Incorporation of the registrant approved by
the shareholders November 18, 1991
    
    (e).2
    
    
    Certificate of Amendment to the Articles of Incorporation approved by
the shareholders November 16, 1992
    
    (e).3
    
    
    Certificate of Amendment to the Articles of Incorporation approved by
the shareholders November 17, 1997
    
    (e).4
    
    
    Regulations of the registrant as amended through November 18, 1991
    
    Filed herewith.5
    
    
    Certificate of Designation, Rights and Preferences of the Series A
Participating Preferred Stock of Lancaster Colony Corporation
    
    (b)4.1
    
    
    Specimen Certificate of Common Stock
    
    (h).2
    
    
    Rights Agreement dated as of April 20, 2000 between Lancaster
Colony Corporation and The Huntington Trust Company, N.A.
    
    (g).3
    
    
    Credit Agreement dated as of February 13, 2001 among Lancaster
Colony Corporation, The Lenders and Bank One, NA, as Agent
    
    (i).4
    
    
    First Amendment to Credit Agreement dated as of June 24, 2003 among
Lancaster Colony Corporation, the Lenders and Bank One, NA as Agent
    
    (j).5
    
    
    Second Amendment to Credit Agreement dated as of March 3, 2005
among Lancaster Colony Corporation, the Lenders and J. P. Morgan
Chase Bank, NA as Agent
    
    (o)10.1
    
    
    Key Employee Severance Agreement between Lancaster Colony
Corporation and John L. Boylan
    
    (c).2
    
    
    1995 Key Employee Stock Option Plan
    
    (d).3
    
    
    Key Employee Severance Agreement between Lancaster Colony
Corporation and Bruce L. Rosa
    
    (f).4
    
    
    Lancaster Colony Corporation Executive Employee Deferred
Compensation Plan
    
    (h).5
    
    
    Description of Registrants Executive Bonus Arrangements
    
    (k).6
    
    
    Design/Build Agreement between T. Marzetti Company, LLC and
Shambaugh & Son, L.P.
    
    (l).7
    
    
    2004 Amendment to the Lancaster Colony Corporation Executive
Employee Deferred Compensation Plan
    
    (m).8
    
    
    Lancaster Colony Corporation 2005 Executive Employee Deferred
Compensation Plan
    
    (n).9
    
    
    Lancaster Colony Corporation 2005 Stock Plan
    
    (a)21
    
    
    Significant Subsidiaries of Registrant
    
    Filed herewith23
    
    
    The consent of Deloitte & Touche LLP to the incorporation by reference
in Registration Statement Nos. 333-01275 and 333-131926 on Form S-8
of their reports dated September 7, 2006, appearing in and incorporated
by reference in this Annual Report on Form 10-K of Lancaster Colony
Corporation for the year ended June 30, 2006
    
    Filed herewith31.1
    
    
    Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith31.2
    
    
    Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002
    
    Filed herewith32
    
    
    Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley
Act of 2002
    
    Filed herewith
 54




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##### Table of Contents



(a)
    
    Indicates the exhibit is incorporated by reference from filing as an appendix to the
Proxy Statement of Lancaster Colony Corporation for the Annual Meeting of Shareholders
held November 21, 2005.(b)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-Q for the quarter ended March 31, 1990.(c)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 1991.(d)
    
    Indicates the exhibit is incorporated by reference from the Lancaster Colony Corporation
filing on Form S-8 of its 1995 Key Employee Stock Option Plan (Registration Statement No.
333-01275).(e)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 1998.(f)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 1999.(g)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 8-A filed April 20, 2000.(h)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 2000.(i)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-Q for the quarter ended March 31, 2001.(j)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 2003.(k)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-K for the year ended June 30, 2004.(l)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 10-Q for the quarter ended December 31, 2004.(m)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 8-K filed January 3, 2005.(n)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 8-K filed February 25, 2005.(o)
    
    Indicates the exhibit is incorporated by reference from filing as an exhibit to the Lancaster
Colony Corporation report on Form 8-K filed March 7, 2005. 55