##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 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 September 30, 2009
 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 000-04065
 Lancaster Colony Corporation
 (Exact name of registrant as specified in its charter)
 Ohio(State or other jurisdiction of 
incorporation or organization)
    
    13-1955943(I.R.S. Employer
Identification No.)37 West Broad Street 
Columbus, Ohio(Address of principal executive offices)
    
    43215(Zip Code)
 614-224-7141  (Registrants telephone number, including area code)
 þ o
 o o
  Large Accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### 



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
  
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements:Consolidated Balance Sheets  September 30, 2009 and June 30, 2009
    
    
    3Consolidated Statements of Income  Three Months Ended September 30, 2009 and 2008
    
    
    4Consolidated Statements of Cash Flows  Three Months Ended September 30, 2009 and 2008
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    23INDEX TO EXHIBITS
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Consolidated Financial Statements
 LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS  UNAUDITED
 September 30
    
    
    June 30(Amounts in thousands, except share data)
    
    2009
    
    
    2009ASSETSCurrent Assets:Cash and equivalents
    
    $
    52,440
    
    
    $
    38,484Receivables (less allowance for doubtful accounts,
September  $919 and June  $942)
    
    
    78,195
    
    
    
    61,152Inventories:Raw materials
    
    
    31,621
    
    
    
    33,067Finished goods and work in process
    
    
    78,984
    
    
    
    69,456Total inventories
    
    
    110,605
    
    
    
    102,523Deferred income taxes and other current assets
    
    
    23,951
    
    
    
    20,653Total current assets
    
    
    265,191
    
    
    
    222,812Property, Plant and Equipment:Land, buildings and improvements
    
    
    130,939
    
    
    
    130,683Machinery and equipment
    
    
    240,814
    
    
    
    239,380Total cost
    
    
    371,753
    
    
    
    370,063Less accumulated depreciation
    
    
    203,449
    
    
    
    199,163Property, plant and equipment  net
    
    
    168,304
    
    
    
    170,900Other Assets:Goodwill
    
    
    89,840
    
    
    
    89,840Other intangible assets  net
    
    
    10,387
    
    
    
    10,678Other noncurrent assets
    
    
    3,929
    
    
    
    4,251Total
    
    $
    537,651
    
    
    $
    498,481LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    42,674
    
    
    $
    41,180Accrued liabilities
    
    
    46,969
    
    
    
    33,399Total current liabilities
    
    
    89,643
    
    
    
    74,579Other Noncurrent Liabilities
    
    
    16,730
    
    
    
    16,719Deferred Income Taxes
    
    
    4,770
    
    
    
    4,627Shareholders Equity:Preferred stock  authorized 3,050,000 shares; outstanding  noneCommon stock  authorized 75,000,000 shares; outstanding  September  28,171,809 shares; June  28,101,885 shares
    
    
    92,240
    
    
    
    88,962Retained earnings
    
    
    1,018,854
    
    
    
    998,476Accumulated other comprehensive loss
    
    
    (8,789
    )
    
    
    (9,085
    )Common stock in treasury, at cost
    
    
    (675,797
    )
    
    
    (675,797
    )Total shareholders equity
    
    
    426,508
    
    
    
    402,556Total
    
    $
    537,651
    
    
    $
    498,481
   3




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
 Three Months EndedSeptember 30(Amounts in thousands, except per share data)
    
    2009
    
    
    2008Net Sales
    
    $
    254,160
    
    
    $
    263,837Cost of Sales
    
    
    190,453
    
    
    
    224,168Gross Margin
    
    
    63,707
    
    
    
    39,669Selling, General and Administrative Expenses
    
    
    20,468
    
    
    
    20,261Restructuring and Impairment Charges
    
    
    830
    
    
    
    1,614Operating Income
    
    
    42,409
    
    
    
    17,794Other (Expense) Income:Interest expense
    
    
    
    
    
    
    (491
    )Interest income and other  net
    
    
    25
    
    
    
    75Income Before Income Taxes
    
    
    42,434
    
    
    
    17,378Taxes Based on Income
    
    
    14,029
    
    
    
    6,358Net Income
    
    $
    28,405
    
    
    $
    11,020Net Income Per Common Share:Basic and Diluted
    
    $
    1.01
    
    
    $
    .39Cash Dividends Per Common Share
    
    $
    .285
    
    
    $
    .28Weighted Average Common Shares Outstanding:Basic
    
    
    28,081
    
    
    
    28,262Diluted
    
    
    28,115
    
    
    
    28,264
   4




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
 Three Months EndedSeptember 30(Amounts in thousands)
    
    2009
    
    
    2008Cash Flows From Operating Activities:Net income
    
    $
    28,405
    
    
    $
    11,020Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    5,422
    
    
    
    5,556Deferred income taxes and other noncash changes
    
    
    (171
    )
    
    
    (1,050
    )Restructuring and impairment charges
    
    
    952
    
    
    
    (370
    )Loss on sale of property
    
    
    
    
    
    
    121Pension plan activity
    
    
    117
    
    
    
    (54
    )Changes in operating assets and liabilities:Receivables
    
    
    (17,248
    )
    
    
    (22,484
    )Inventories
    
    
    (8,204
    )
    
    
    (4,755
    )Other current assets
    
    
    (3,499
    )
    
    
    5,105Accounts payable and accrued liabilities
    
    
    13,102
    
    
    
    1,516Net cash provided by (used in) operating activities
    
    
    18,876
    
    
    
    (5,395
    )Cash Flows From Investing Activities:Payments on property additions
    
    
    (1,919
    )
    
    
    (3,693
    )Proceeds from sale of property
    
    
    
    
    
    
    10Other  net
    
    
    (275
    )
    
    
    (453
    )Net cash used in investing activities
    
    
    (2,194
    )
    
    
    (4,136
    )Cash Flows From Financing Activities:Proceeds from debt
    
    
    
    
    
    
    25,000Purchase of treasury stock
    
    
    
    
    
    
    (10,088
    )Payment of dividends
    
    
    (8,027
    )
    
    
    (7,906
    )Proceeds from the exercise of stock options
    
    
    2,985
    
    
    
    Increase (decrease) in cash overdraft balance
    
    
    2,316
    
    
    
    (1,095
    )Net cash (used in) provided by financing activities
    
    
    (2,726
    )
    
    
    5,911Net change in cash and equivalents
    
    
    13,956
    
    
    
    (3,620
    )Cash and equivalents at beginning of year
    
    
    38,484
    
    
    
    19,417Cash and equivalents at end of period
    
    $
    52,440
    
    
    $
    15,797Supplemental Disclosure of Operating Cash Flows:Cash paid during the period for income taxes
    
    $
    1,704
    
    
    $
    576
   5




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Tabular amounts in thousands, except share and per share data)
 Note 1  Summary of Significant Accounting Policies
 Basis of Presentation
  Subsequent Events
  Property, Plant and Equipment
  Earnings Per Share
   6




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
  Three Months EndedSeptember 302009
    
    
    2008Net income
    
    $
    28,405
    
    
    $
    11,020Net income allocated to participating securities
    
    
    (29
    )
    
    
    (9
    )Net income allocated to common shareholders
    
    $
    28,376
    
    
    $
    11,011Weighted average common shares outstanding  basic
    
    
    28,081
    
    
    
    28,262Incremental share effect from:Stock options
    
    
    8
    
    
    
    Restricted stock
    
    
    11
    
    
    
    2Stock-settled stock appreciation rights
    
    
    15
    
    
    
    Weighted average common shares outstanding  diluted
    
    
    28,115
    
    
    
    28,264Net income per common share  basic and diluted
    
    $
    1.01
    
    
    $
    0.39
 Significant Accounting Policies
 Form 10-K.
 Note 2  Impact of Recently Issued Accounting Standards
  Note 3  Goodwill and Other Intangible Assets
   7




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
  September 30
    
    
    June 302009
    
    
    2009Specialty FoodsTrademarks (40-year life)Gross carrying value
    
    $
    370
    
    
    $
    370Accumulated amortization
    
    
    (170
    )
    
    
    (167
    )Net Carrying Value
    
    $
    200
    
    
    $
    203Customer Relationships (12 to 15-year life)Gross carrying value
    
    $
    13,020
    
    
    $
    13,020Accumulated amortization
    
    
    (3,352
    )
    
    
    (3,118
    )Net Carrying Value
    
    $
    9,668
    
    
    $
    9,902Non-compete Agreements (5 to 8-year life)Gross carrying value
    
    $
    1,540
    
    
    $
    1,540Accumulated amortization
    
    
    (1,021
    )
    
    
    (967
    )Net Carrying Value
    
    $
    519
    
    
    $
    573Total Net Carrying Value
    
    $
    10,387
    
    
    $
    10,678
  Note 4  Long-Term Debt
    Note 5  Pension Benefits
   8




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
  Three MonthsEndedSeptember 302009
    
    
    2008Components of net periodic benefit costService cost
    
    $
    27
    
    
    $
    30Interest cost
    
    
    529
    
    
    
    541Expected return on plan assets
    
    
    (538
    )
    
    
    (602
    )Curtailment charge
    
    
    349
    
    
    
    Amortization of unrecognized net loss
    
    
    124
    
    
    
    62Amortization of prior service cost
    
    
    5
    
    
    
    26Amortization of unrecognized net obligation existing at transition
    
    
    
    
    
    
    1Net periodic benefit cost
    
    $
    496
    
    
    $
    58
   Note 6  Postretirement Benefits
   Three MonthsEndedSeptember 302009
    
    
    2008Components of net periodic benefit costService cost
    
    $
    4
    
    
    $
    4Interest cost
    
    
    48
    
    
    
    49Amortization of unrecognized gain
    
    
    (3
    )
    
    
    (4
    )Amortization of prior service asset
    
    
    (1
    )
    
    
    (1
    )Net periodic benefit cost
    
    $
    48
    
    
    $
    48
  Note 7  Stock-Based Compensation
   9




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
   Stock Options
      WeightedWeighted
    
    
    AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Life in Years
    
    
    ValueOutstanding at beginning of period
    
    
    96,350
    
    
    $
    41.52Exercised
    
    
    (66,750
    )
    
    
    41.52Forfeited
    
    
    
    
    
    
    Outstanding at end of period
    
    
    29,600
    
    
    $
    41.52
    
    
    
    .41
    
    
    $
    289Exercisable and vested at end of period
    
    
    29,600
    
    
    $
    41.52
    
    
    
    .41
    
    
    $
    289Vested and expected to vest at end of period
    
    
    29,600
    
    
    $
    41.52
    
    
    
    .41
    
    
    $
    289
  Stock-Settled Stock Appreciation Rights
   10




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
    WeightedWeighted
    
    
    AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicRights
    
    
    Price
    
    
    Life in Years
    
    
    ValueOutstanding at beginning of period
    
    
    222,240
    
    
    $
    38.85Exercised
    
    
    (15,191
    )
    
    
    38.31Granted
    
    
    
    
    
    
    Forfeited
    
    
    (250
    )
    
    
    38.31Outstanding at end of period
    
    
    206,799
    
    
    $
    38.89
    
    
    
    3.79
    
    
    $
    2,560Exercisable and vested at end of period
    
    
    27,565
    
    
    $
    38.31
    
    
    
    3.42
    
    
    $
    357Vested and expected to vest at end of period
    
    
    198,799
    
    
    $
    38.89
    
    
    
    3.79
    
    
    $
    2,461
  WeightedNumber
    
    
    Averageof
    
    
    Grant DateRights
    
    
    Fair ValueUnvested at beginning of period
    
    
    179,234
    
    
    $
    6.39Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested at end of period
    
    
    179,234
    
    
    $
    6.39
  Restricted Stock
    11




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
  WeightedNumber
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueUnvested restricted stock at beginning of period
    
    
    42,950
    
    
    $
    35.61Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Unvested restricted stock at end of period
    
    
    42,950
    
    
    $
    35.61Expected to vest restricted stock at end of period
    
    
    42,230
    
    
    $
    35.55
  Note 8  Restructuring and Impairment Charges
 Specialty Foods Segment  Fiscal 2010
     Accrual at
    
    
    
    
    
    
    2010
    
    
    Accrual atJune 30,
    
    
    2010
    
    
    Cash
    
    
    September 30,2009
    
    
    Charges
    
    
    Outlays
    
    
    2009Restructuring ChargesEmployee Separation Costs
    
    $
    
    
    
    $
    481
    
    
    $
    
    
    
    $
    481Pension Curtailment Charges
    
    
    
    
    
    
    349Inventory Write-Down
    
    
    
    
    
    
    122Total Restructuring Charges
    
    
    
    
    
    $
    952
 Specialty Foods Segment  Fiscal 2009
   12




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
  Other Segments  Fiscal 2009
  Other Segments  Held for Sale
  Note 9  Income Taxes
   Note 10  Business Segment Information
  Three Months EndedSeptember 302009
    
    
    2008Net SalesSpecialty Foods
    
    $
    216,341
    
    
    $
    220,786Glassware and Candles
    
    
    37,819
    
    
    
    43,051Total
    
    $
    254,160
    
    
    $
    263,837Operating Income (Loss)Specialty Foods
    
    $
    43,152
    
    
    $
    23,489Glassware and Candles
    
    
    1,671
    
    
    
    (2,862
    )Corporate Expenses
    
    
    (2,414
    )
    
    
    (2,833
    )Total
    
    $
    42,409
    
    
    $
    17,794
  13




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Tabular amounts in thousands, except share and per share data)
 Note 11  Commitments and Contingencies
      Note 12  Comprehensive Income
   14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 (Tabular dollars in thousands)
 OVERVIEW
 This Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) describes the matters that we consider to be important in understanding the results of our
operations for the three months ended September 30, 2009 and our financial condition as of
September 30, 2009. Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted,
references to year pertain to our fiscal year; for example, 2010 refers to fiscal 2010, which is
the period from July 1, 2009 to June 30, 2010. In the discussion that follows, we analyze the
results of our operations for the three months ended September 30, 2009, including the trends in
our overall business, followed by a discussion of our financial condition.
 The following discussion should be read in conjunction with our consolidated financial
statements and the notes thereto, all included elsewhere in this report. The forward-looking
statements in this section and other parts of this report involve risks and uncertainties including
statements regarding our plans, objectives, goals, strategies, and financial performance. Our
actual results could differ materially from the results anticipated in these forward-looking
statements as a result of factors set forth under the caption Forward-Looking Statements.
 EXECUTIVE SUMMARY
 Business Overview
    
    
    leading retail market positions in several branded products with a high-quality perception;
    
    a broad customer base in both retail and foodservice accounts;
    
    well-regarded culinary expertise among foodservice accounts;
    
    recognized leadership in foodservice product development;
    
    demonstrated experience in integrating complementary business acquisitions; and
    
    historically strong cash flow generation that supports growth opportunities.
  
    
    leveraging the strength of our retail brands to increase current product sales and
introduce new products;
 
    
    growing our foodservice sales through the strength of our reputation in product
development and quality; and
 
    
    pursuing acquisitions that meet our strategic criteria.
  15




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Summary of 2010 Results
     RESULTS OF CONSOLIDATED OPERATIONS
 Net Sales and Gross Margin
 Three Months EndedSeptember 302009
    
    
    2008
    
    
    ChangeNet SalesSpecialty Foods
    
    $
    216,341
    
    
    $
    220,786
    
    
    $
    (4,445
    )
    
    
    (2
    )%Glassware and Candles
    
    
    37,819
    
    
    
    43,051
    
    
    
    (5,232
    )
    
    
    (12
    )%Total
    
    $
    254,160
    
    
    $
    263,837
    
    
    $
    (9,677
    )
    
    
    (4
    )%Gross Margin
    
    $
    63,707
    
    
    $
    39,669
    
    
    $
    24,038
    
    
    
    61
    %Gross Margin as a Percentage of Sales
    
    
    25.1
    %
    
    
    15.0
    %
       16




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Selling, General and Administrative Expenses
 Three Months EndedSeptember 302009
    
    
    2008
    
    
    ChangeSelling, General and Administrative Expenses
    
    $
    20,468
    
    
    $
    20,261
    
    
    $
    207
    
    
    
    1
    %SG&A Expenses as a Percentage of Sales
    
    
    8.1
    %
    
    
    7.7
    %
  Restructuring and Impairment Charges
 Specialty Foods Segment  Fiscal 2010
     Accrual at
    
    
    
    
    
    
    2010
    
    
    Accrual atJune 30,
    
    
    2010
    
    
    Cash
    
    
    September 30,2009
    
    
    Charges
    
    
    Outlays
    
    
    2009Restructuring ChargesEmployee Separation Costs
    
    $
    
    
    
    $
    481
    
    
    $
    
    
    
    $
    481Pension Curtailment Charges
    
    
    
    
    
    
    349Inventory Write-Down
    
    
    
    
    
    
    122Total Restructuring Charges
    
    
    
    
    
    $
    952
 Specialty Foods Segment  Fiscal 2009
   17




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Other Segments  Fiscal 2009
  Other Segments  Held for Sale
  Operating Income (Loss)
  Three Months EndedSeptember 302009
    
    
    2008
    
    
    ChangeOperating Income (Loss)Specialty Foods
    
    $
    43,152
    
    
    $
    23,489
    
    
    $
    19,663
    
    
    
    84
    %Glassware and Candles
    
    
    1,671
    
    
    
    (2,862
    )
    
    
    4,533
    
    
    
    158
    %Corporate Expenses
    
    
    (2,414
    )
    
    
    (2,833
    )
    
    
    419
    
    
    
    (15
    )%Total
    
    $
    42,409
    
    
    $
    17,794
    
    
    $
    24,615
    
    
    
    138
    %Operating Income (Loss) as a Percentage of SalesSpecialty Foods
    
    
    19.9
    %
    
    
    10.6
    %Glassware and Candles
    
    
    4.4
    %
    
    
    (6.6
    )%Consolidated
    
    
    16.7
    %
    
    
    6.7
    %
 Interest Expense
  Interest Income and Other  Net
  Income Before Income Taxes
  Net Income
   18




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FINANCIAL CONDITION
         CONTRACTUAL OBLIGATIONS
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CRITICAL ACCOUNTING POLICIES
  RECENTLY ISSUED ACCOUNTING STANDARDS
  RECENTLY ADOPTED ACCOUNTING STANDARDS
  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;
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
    
    the lack of market acceptance of new products;
    
    the reaction of customers or consumers to the effect of price increases we may implement;
 
    
    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 candle operations;
    
    the overall strength of the economy;
    
    changes in financial markets;
    
    slower than anticipated sales growth;
    
    the extent of operational efficiencies achieved;
    
    price and product competition;
 
    
    the uncertainty regarding the effect or outcome of any decision to explore further
strategic alternatives among our 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;
 
    
    the impact of fluctuations in our pension plan asset values on funding levels,
contributions required and benefit costs;
 
    
    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 the Continued
Dumping and Subsidy Offset Act of 2000;
    
    access to any required financing;
    
    changes in income tax laws;
    
    unexpected costs relating to the holding or disposition of idle real estate;
    
    changes in estimates in critical accounting judgments; and
    
    innumerable other factors.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
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Changes in Internal Control Over Financial Reporting.
 
 PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6. Exhibits
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SIGNATURES
  Lancaster Colony Corporation(Registrant)Date: November 6, 2009
    By:
    /s/John B. Gerlach, Jr.John B. Gerlach, Jr.Chairman, Chief Executive Officer,
President and Director
(Principal Executive Officer)Date: November 6, 2009
    By:
    /s/ John L. BoylanJohn L. BoylanTreasurer, Vice President,
Assistant Secretary,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)  23




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2009
 
 INDEX TO EXHIBITS
 ExhibitNumber
    
    Description
    
    Located at31.1
    
    
    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
  24