##### 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, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file 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
    
    43215Columbus, Ohio
    
    (Zip Code)(Address of principal executive offices)
 614-224-7141  (Registrants telephone number, including area code)
 þ o
  þ o o o
  o þ




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##### 



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements:

3Consolidated Balance Sheets  September 30, 2008 and June 30, 2008

3Consolidated Statements of Income  Three Months Ended September 30, 2008 and 2007

4Consolidated Statements of Cash Flows  Three Months Ended September 30, 2008 and 2007

5Notes to Consolidated Financial Statements

6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

14Item 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

24EX-31.1EX-31.2EX-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)
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and equivalents
    
    $
    15,797
    
    
    $
    19,417Receivables (less allowance for doubtful accounts,
September  $1,118 and June  $1,069)
    
    
    81,773
    
    
    
    59,409Inventories:Raw materials
    
    
    38,442
    
    
    
    34,787Finished goods and work in process
    
    
    86,616
    
    
    
    85,516Total inventories
    
    
    125,058
    
    
    
    120,303Deferred income taxes and other current assets
    
    
    31,895
    
    
    
    34,545Total current assets
    
    
    254,523
    
    
    
    233,674Property, Plant and Equipment:Land, buildings and improvements
    
    
    128,077
    
    
    
    138,771Machinery and equipment
    
    
    241,455
    
    
    
    240,490Total cost
    
    
    369,532
    
    
    
    379,261Less accumulated depreciation
    
    
    192,439
    
    
    
    199,688Property, plant and equipment  net
    
    
    177,093
    
    
    
    179,573Other Assets:Goodwill
    
    
    89,840
    
    
    
    89,840Other intangible assets  net
    
    
    11,550
    
    
    
    11,841Other noncurrent assets
    
    
    5,006
    
    
    
    5,250Total
    
    $
    538,012
    
    
    $
    520,178LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    46,910
    
    
    $
    45,964Accrued liabilities
    
    
    40,199
    
    
    
    42,785Total current liabilities
    
    
    87,109
    
    
    
    88,749Long-Term Debt
    
    
    80,000
    
    
    
    55,000Other Noncurrent Liabilities
    
    
    15,634
    
    
    
    14,547Deferred Income Taxes
    
    
    2,795
    
    
    
    2,664Shareholders Equity:Preferred stock  authorized 3,050,000 shares;
outstanding  noneCommon stock
 authorized 75,000,000 shares; outstanding  September 30, 2008  28,156,230 shares;
June 30, 2008  28,452,237 shares
    
    
    82,831
    
    
    
    82,652Retained earnings
    
    
    944,358
    
    
    
    941,244Accumulated other comprehensive loss
    
    
    (5,724
    )
    
    
    (5,775
    )Common stock in treasury, at cost
    
    
    (668,991
    )
    
    
    (658,903
    )Total shareholders equity
    
    
    352,474
    
    
    
    359,218Total
    
    $
    538,012
    
    
    $
    520,178
  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)
    
    2008
    
    
    2007Net Sales
    
    $
    263,837
    
    
    $
    243,958Cost of Sales
    
    
    224,168
    
    
    
    199,126Gross Margin
    
    
    39,669
    
    
    
    44,832Selling, General and Administrative Expenses
    
    
    20,261
    
    
    
    21,042Restructuring and Impairment Charges
    
    
    1,614
    
    
    
    136Operating Income
    
    
    17,794
    
    
    
    23,654Other (Expense) Income:Interest expense
    
    
    (491
    )
    
    
    (958
    )Interest income and other  net
    
    
    75
    
    
    
    155Income from Continuing Operations Before Income Taxes
    
    
    17,378
    
    
    
    22,851Taxes Based on Income
    
    
    6,358
    
    
    
    8,204Income from Continuing Operations
    
    
    11,020
    
    
    
    14,647Income from Discontinued Operations, Net of Tax
    
    
    
    
    
    
    923Net Income
    
    $
    11,020
    
    
    $
    15,570Income Per Common Share from Continuing Operations:Basic and Diluted
    
    $
    .39
    
    
    $
    .48Income Per Common Share from Discontinued Operations:Basic and Diluted
    
    $
    
    
    
    $
    .03Net Income Per Common Share:Basic and Diluted
    
    $
    .39
    
    
    $
    .51Cash Dividends Per Common Share
    
    $
    .28
    
    
    $
    .27Weighted Average Common Shares Outstanding:Basic
    
    
    28,262
    
    
    
    30,412Diluted
    
    
    28,266
    
    
    
    30,420
  4




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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Three Months EndedSeptember 30(Amounts in thousands)
    
    2008
    
    
    2007Cash Flows From Operating Activities:Net income
    
    $
    11,020
    
    
    $
    15,570Adjustments to reconcile net income to net
cash provided by operating activities:Income from discontinued operations
    
    
    
    
    
    
    (923
    )Depreciation and amortization
    
    
    5,556
    
    
    
    6,649Deferred income taxes and other noncash changes
    
    
    (1,050
    )
    
    
    (1,325
    )Restructuring and impairment charges
    
    
    (370
    )
    
    
    (56
    )Loss (gain) on sale of property
    
    
    121
    
    
    
    (42
    )Pension plan activity
    
    
    (54
    )
    
    
    (171
    )Changes in operating assets and liabilities:Receivables
    
    
    (22,484
    )
    
    
    (20,578
    )Inventories
    
    
    (4,755
    )
    
    
    (2,247
    )Other current assets
    
    
    5,105
    
    
    
    2,988Accounts payable and accrued liabilities
    
    
    1,516
    
    
    
    2,556Net cash (used in) provided by operating activities from
continuing operations
    
    
    (5,395
    )
    
    
    2,421Cash Flows From Investing Activities:Payments on property additions
    
    
    (3,693
    )
    
    
    (8,098
    )Proceeds from sale of property
    
    
    10
    
    
    
    41Other  net
    
    
    (453
    )
    
    
    (862
    )Net cash used in investing activities from
continuing operations
    
    
    (4,136
    )
    
    
    (8,919
    )Cash Flows From Financing Activities:Proceeds from debt
    
    
    25,000
    
    
    
    45,000Purchase of treasury stock
    
    
    (10,088
    )
    
    
    (23,245
    )Payment of dividends
    
    
    (7,906
    )
    
    
    (8,165
    )Decrease in cash overdraft balance
    
    
    (1,095
    )
    
    
    (948
    )Net cash provided by financing activities from
continuing operations
    
    
    5,911
    
    
    
    12,642Cash Flows From Discontinued Operations:Net cash provided by operating activities
from discontinued operations
    
    
    
    
    
    
    204Net cash used in investing activities from
discontinued operations
    
    
    
    
    
    
    (164
    )Net cash provided by discontinued
operations
    
    
    
    
    
    
    40Effect of exchange rate changes on cash
    
    
    
    
    
    
    4Net change in cash and equivalents
    
    
    (3,620
    )
    
    
    6,188Cash and equivalents at beginning of year
    
    
    19,417
    
    
    
    8,316Cash and equivalents at end of period
    
    $
    15,797
    
    
    $
    14,504Supplemental Disclosure Of Operating Cash Flows:Cash paid during the period for income taxes
    
    $
    576
    
    
    $
    1,014
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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
  Property, Plant and Equipment
  Significant Accounting Policies
  Note 2  Impact of Recently Issued Accounting Standards
  Note 3  Goodwill and Other Intangible Assets
  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)
  September 30
    
    
    June 302008
    
    
    2008Specialty FoodsTrademarks (40-year life)Gross carrying value
    
    $
    370
    
    
    $
    370Accumulated amortization
    
    
    (161
    )
    
    
    (158
    )Net Carrying Value
    
    $
    209
    
    
    $
    212Customer Relationships (12 to 15-year life)Gross carrying value
    
    $
    13,020
    
    
    $
    13,020Accumulated amortization
    
    
    (2,416
    )
    
    
    (2,182
    )Net Carrying Value
    
    $
    10,604
    
    
    $
    10,838Non-compete Agreements (5 to 8-year life)Gross carrying value
    
    $
    1,540
    
    
    $
    1,540Accumulated amortization
    
    
    (803
    )
    
    
    (749
    )Net Carrying Value
    
    $
    737
    
    
    $
    791Total Net Carrying Value
    
    $
    11,550
    
    
    $
    11,841
  Note 4  Long-Term Debt
  Note 5  Pension Benefits
  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)
  Three MonthsEndedSeptember 302008
    
    
    2007Components of net periodic benefit costService cost
    
    $
    30
    
    
    $
    39Interest cost
    
    
    541
    
    
    
    647Expected return on plan assets
    
    
    (602
    )
    
    
    (805
    )Amortization of unrecognized net loss
    
    
    62
    
    
    
    43Amortization of prior service cost
    
    
    26
    
    
    
    26Amortization of unrecognized net obligation existing at transition
    
    
    1
    
    
    
    1Net periodic benefit cost (benefit)
    
    $
    58
    
    
    $
    (49
    )
  Note 6  Postretirement Benefits
   Three MonthsEndedSeptember 302008
    
    
    2007Components of net periodic benefit costService cost
    
    $
    4
    
    
    $
    6Interest cost
    
    
    49
    
    
    
    58Amortization of unrecognized gain
    
    
    (4
    )
    
    
    Amortization of prior service asset
    
    
    (1
    )
    
    
    (1
    )Net periodic benefit cost
    
    $
    48
    
    
    $
    63
  Note 7  Stock-Based Compensation
  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)
  Stock Options and Stock-Settled Stock Appreciation Rights
       WeightedWeighted
    
    
    AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    Aggregateof
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Life in Years
    
    
    ValueOutstanding at beginning of period
    
    
    392,550
    
    
    $
    40.26Exercised
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    Forfeited
    
    
    (2,950
    )
    
    
    40.98Outstanding at end of period
    
    
    389,600
    
    
    $
    40.26
    
    
    
    2.59
    
    
    $
    Exercisable and vested at end of period
    
    
    234,983
    
    
    $
    41.52
    
    
    
    1.41
    
    
    $
    Vested and expected to vest at end of period
    
    
    383,958
    
    
    $
    40.29
    
    
    
    2.57
    
    
    $
    
 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)
  WeightedNumber
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueUnvested at beginning of period
    
    
    155,117
    
    
    $
    6.02Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (500
    )
    
    
    6.00Unvested at end of period
    
    
    154,617
    
    
    $
    6.02
  Restricted Stock
     WeightedNumber
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueUnvested restricted stock at beginning of period
    
    
    26,600
    
    
    $
    38.29Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    (300
    )
    
    
    38.31Unvested restricted stock at end of period
    
    
    26,300
    
    
    $
    38.29Vested and exercisable restricted stock at end of period
    
    
    
    
    
    
    Vested and expected to vest restricted stock at end of period
    
    
    25,662
    
    
    $
    38.29
   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)
 Note 8
 Restructuring and Impairment Charges
 Specialty Foods Segment
    Accrual at
    
    
    
    
    
    
    2009
    
    
    Accrual atJune 30,
    
    
    2009
    
    
    Cash
    
    
    September 30,2008
    
    
    Charge
    
    
    Outlays
    
    
    2008Restructuring and Impairment ChargesEmployee Separation Costs
    
    $
    
    
    
    $
    555
    
    
    $
    (555
    )
    
    $
    Other Costs
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    175Subtotal
    
    $
    
    
    
    
    730
    
    
    $
    (555
    )
    
    $
    175Fixed Asset Impairment
    
    
    
    
    
    
    47Total Restructuring and Impairment Charges
    
    
    
    
    
    $
    777
 Other Segments
    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)
  Accrual at
    
    
    
    
    
    
    2009
    
    
    Accrual atJune 30,
    
    
    2009
    
    
    Cash
    
    
    September 30,2008
    
    
    Charge
    
    
    Outlays
    
    
    2008Restructuring and Impairment ChargesEmployee Separation Costs
    
    $
    69
    
    
    $
    
    
    
    $
    (60
    )
    
    $
    9Other Costs
    
    
    1,184
    
    
    
    837
    
    
    
    (1,355
    )
    
    
    666Total
    
    $
    1,253
    
    
    $
    837
    
    
    $
    (1,415
    )
    
    $
    675
   Note 9  Income Taxes
  Note 10  Business Segment Information
  Three Months EndedSeptember 302008
    
    
    2007Net SalesSpecialty Foods
    
    $
    220,786
    
    
    $
    184,789Glassware and Candles
    
    
    43,051
    
    
    
    59,169Total
    
    $
    263,837
    
    
    $
    243,958Operating Income (Loss)Specialty Foods
    
    $
    23,489
    
    
    $
    23,774Glassware and Candles
    
    
    (2,862
    )
    
    
    2,413Corporate expenses
    
    
    (2,833
    )
    
    
    (2,533
    )Total
    
    $
    17,794
    
    
    $
    23,654
 Note 11  Commitments and Contingencies
  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)
   Note 12  Comprehensive Income
  13




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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, 2008 and our financial condition as of
September 30, 2008. 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, 2009 refers to fiscal 2009, which is
the period from July 1, 2008 to June 30, 2009. In the discussion that follows, we analyze the
results of our operations for the three months ended September 30, 2008, 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;
    
    continuing to grow our foodservice sales through the strength of our reputation in
product development and quality; and
    
    pursuing acquisitions that meet our strategic criteria.
 
 14




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Summary of 2009 Results
     RESULTS OF CONSOLIDATED OPERATIONS
 Net Sales and Gross Margin
 Three Months EndedSeptember 302008
    
    
    2007
    
    
    ChangeNet SalesSpecialty Foods
    
    $
    220,786
    
    
    $
    184,789
    
    
    $
    35,997
    
    
    
    19
    %Glassware and Candles
    
    
    43,051
    
    
    
    59,169
    
    
    
    (16,118
    )
    
    
    (27
    )%Total
    
    $
    263,837
    
    
    $
    243,958
    
    
    $
    19,879
    
    
    
    8
    %Gross Margin
    
    $
    39,669
    
    
    $
    44,832
    
    
    $
    (5,163
    )
    
    
    (12
    )%Gross Margin as a Percentage of Sales
    
    
    15.0
    %
    
    
    18.4
    %
    15




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Selling, General and Administrative Expenses
 Three Months EndedSeptember 302008
    
    
    2007
    
    
    ChangeSelling, General and Administrative Expenses
    
    $
    20,261
    
    
    $
    21,042
    
    
    $
    (781
    )
    
    
    (4
    )%SG&A Expenses as a Percentage of Sales
    
    
    7.7
    %
    
    
    8.6
    %
  Restructuring and Impairment Charges
 Specialty Foods Segment
   16




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Accrual at
    
    
    
    
    
    
    2009
    
    
    Accrual atJune 30,
    
    
    2009
    
    
    Cash
    
    
    September 30,2008
    
    
    Charge
    
    
    Outlays
    
    
    2008Restructuring and Impairment ChargesEmployee Separation Costs
    
    $
    
    
    
    $
    555
    
    
    $
    (555
    )
    
    $
    Other Costs
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    175Subtotal
    
    $
    
    
    
    
    730
    
    
    $
    (555
    )
    
    $
    175Fixed Asset Impairment
    
    
    
    
    
    
    47Total Restructuring and Impairment Charges
    
    
    
    
    
    $
    777
 Other Segments
     Accrual at
    
    
    
    
    
    
    2009
    
    
    Accrual atJune 30,
    
    
    2009
    
    
    Cash
    
    
    September 30,2008
    
    
    Charge
    
    
    Outlays
    
    
    2008Restructuring and Impairment ChargesEmployee Separation Costs
    
    $
    69
    
    
    $
    
    
    
    $
    (60
    )
    
    $
    9Other Costs
    
    
    1,184
    
    
    
    837
    
    
    
    (1,355
    )
    
    
    666Total
    
    $
    1,253
    
    
    $
    837
    
    
    $
    (1,415
    )
    
    $
    675
   17




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Operating Income (Loss)
  Three Months EndedSeptember 302008
    
    
    2007
    
    
    ChangeOperating Income (Loss)Specialty Foods
    
    $
    23,489
    
    
    $
    23,774
    
    
    $
    (285
    )
    
    
    (1
    )%Glassware and Candles
    
    
    (2,862
    )
    
    
    2,413
    
    
    
    (5,275
    )
    
    
    (219
    )%Corporate Expenses
    
    
    (2,833
    )
    
    
    (2,533
    )
    
    
    (300
    )
    
    
    12
    %Total
    
    $
    17,794
    
    
    $
    23,654
    
    
    $
    (5,860
    )
    
    
    (25
    )%Operating Income (Loss) as a Percentage of SalesSpecialty Foods
    
    
    10.6
    %
    
    
    12.9
    %Glassware and Candles
    
    
    (6.6
    )%
    
    
    4.1
    %Consolidated
    
    
    6.7
    %
    
    
    9.7
    %
 Interest Expense
  Interest Income and Other  Net
  Income from Continuing Operations Before Income Taxes
  Income from Continuing Operations
   Discontinued Operations
  Net Income
  18




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FINANCIAL CONDITION
       CONTRACTUAL OBLIGATIONS
  CRITICAL ACCOUNTING POLICIES
  RECENTLY ISSUED ACCOUNTING STANDARDS
  19




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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;
    
    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 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;
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
    
    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;
    
    the uncertainty regarding the effect or outcome of our decision to explore
strategic alternatives among our nonfood operations;
    
    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.
 Changes in Internal Control Over Financial Reporting.
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  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
    
    ProgramsJuly 1-31, 2008
    
    
    155,333
    
    
    $
    32.28
    
    
    
    155,333
    
    
    
    849,451August 1-31, 2008
    
    
    50,081
    
    
    $
    35.23
    
    
    
    50,081
    
    
    
    799,370September 1-30, 2008
    
    
    90,293
    
    
    $
    36.65
    
    
    
    90,293
    
    
    
    709,077Total
    
    
    295,707
    
    
    $
    34.11
    
    
    
    295,707
    
    
    
    709,077
  
 Item 6. Exhibits
  22




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SIGNATURES
  Lancaster Colony Corporation(Registrant)Date: November 6, 2008
    
    By:
    
    /s/ John B. Gerlach, Jr.

     John B. Gerlach, Jr.
     Chairman, Chief Executive Officer,
     President and Director
     (Principal Executive Officer)Date: November 6, 2008
    
    By:
    
    /s/ John L. Boylan

     John L. Boylan
     Treasurer, Vice President,
     Assistant Secretary,
     Chief Financial Officer
     and Director
     (Principal Financial
     and Accounting Officer)
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##### Table of Contents



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2008
 
 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