8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2010

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

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

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 28, 2010, Lancaster Colony Corporation issued a press release announcing its results for the three and six months ended December 31, 2009. The press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 Press Release dated January 28, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lancaster Colony Corporation (Registrant)
Date: January 28, 2010	By:	/s/ John L. Boylan
		John L. Boylan
		Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director (Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit
Number		Description	Located at
	99.1	Press Release dated January 28, 2010	Filed herewith

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	SYMBOL: LANC
Thursday, January 28, 2010	TRADED: Nasdaq

LANCASTER COLONY REPORTS IMPROVED SECOND QUARTER SALES AND EARNINGS

COLUMBUS, Ohio, Jan. 28 — Lancaster Colony Corporation (Nasdaq: LANC) today reported higher sales, operating income and net income for the company’s second fiscal quarter ended December 31, 2009 compared with the corresponding quarter a year ago. Highlights of the quarter:

• Consolidated net sales increased six percent to $304 million versus $288 million in the second quarter last year.

• Net income totaled $39,527,000 compared with $28,452,000 for the corresponding quarter a year ago. Net income per diluted share was $1.40 versus $1.02 in the year-ago quarter. The current year’s quarter included pretax income of approximately $0.9 million (two cents per share after taxes) from a distribution received under the Continued Dumping and Subsidy Offset Act (CDSOA). A year ago, second quarter results included a pretax CDSOA distribution of approximately $8.7 million (20 cents per share after taxes).

• Specialty Foods sales decreased one percent in the quarter to $243.1 million, which reflected a decrease in foodservice sales, largely offset by sales growth in the retail channel. Contributing to the retail sales growth were volume increases among both frozen and non-frozen products. Similar to fiscal first quarter comparisons, foodservice sales declined due to weaker volumes and reduced pricing due to lower commodity costs. Operating income of $56.1 million, up 42 percent from the year-ago level, reflected a stronger retail sales mix, improvements in operational efficiencies and an estimated favorable impact in excess of $13 million from raw-material cost reductions. The quarter’s results absorbed more than $1 million in costs associated with the previously announced closing of a salad dressing facility.

• Glassware and Candles sales increased 42 percent to $61.0 million, which reflected improved consumer demand for high-quality value-priced candles, increased placement of seasonal items and customers shifting certain seasonal purchases from the fiscal first quarter. Segment operating income totaled $6.1 million, compared to a prior-year second quarter operating loss of $1.0 million. Current-year performance reflects higher sales, lower material costs and improved capacity utilization.

• The company’s balance sheet remained strong with no debt at December 31, 2009, as well as over $91 million in cash and equivalents.

MORE. . .          

PAGE 2 / LANCASTER COLONY REPORTS IMPROVED 2^ND QUARTER SALES & EARNINGS

For the six months ended December 31, 2009, net sales were $558 million compared to $552 million for the first half last year. Net income was $67,932,000, or $2.41 per diluted share. In the prior year, six-month net income totaled $39,472,000, or $1.40 per diluted share.

John B. Gerlach, Jr., chairman and CEO, said, “For both the quarter and six months ended December 31, we were very pleased with the bottom line progress made by both of our operating segments in what clearly remains a challenging economic environment.”

Looking ahead, Mr. Gerlach said, “Our key retail brands are benefiting from our enhanced marketing efforts. However, we believe second half year-over-year comparative results will be less robust than the first-half comparisons as we face further pressure on foodservice sales, substantially less benefit from lower ingredient costs, and the seasonal dip in food and candle retail sales dynamics. For the long-term we will continue to leverage our food and candle new product development efforts aimed at providing sustainable top-line growth.”

Conference Call on the Web

The company’s second quarter conference call is scheduled for this morning, January 28, at 10:00 a.m. ET. You may access the call through a live webcast by using the link provided on the company’s Internet home page at www.lancastercolony.com. Replays of the webcast will be made available on the company website.

About the Company

Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets.

Forward-Looking Statements

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This news release contains various “forward-looking statements” within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “believe,” “intend,” “plan,” “expect,” “hope” or similar words. These statements discuss future expectations; contain projections regarding future developments, operations or financial conditions; or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments; and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on such statements that are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission and are available on our website at www.lancastercolony.com.

# # # #

MORE. . .          

PAGE 3 / LANCASTER COLONY REPORTS IMPROVED 2^ND QUARTER SALES & EARNINGS

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

	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2009		2008			2009		2008
Net sales	$	304,115	$	288,242		$	558,275	$	552,079
Cost of sales		219,338		230,079			409,791		454,247
Gross margin		84,777		58,163			148,484		97,832
Selling, general & administrative expenses		24,400		21,917			44,868		42,178
Restructuring and impairment charges		1,216		(8	)		2,046		1,606
Operating income		59,161		36,254			101,570		54,048
Interest expense		—		(639	)		—		(1,130	)
Interest income and other — net		927		8,425			952		8,500
Income before income taxes		60,088		44,040			102,522		61,418
Taxes based on income		20,561		15,588			34,590		21,946
Net income	$	39,527	$	28,452		$	67,932	$	39,472
Net income per common share:(a)
Net income — basic and diluted	$	1.40	$	1.02		$	2.41	$	1.40
Cash dividends per common share	$	.30	$	.285		$	.585	$	.565
Weighted average common shares outstanding:
Basic		28,147		27,948			28,114		28,105
Diluted		28,176		27,955			28,145		28,110

(a) Based on the weighted average number of shares outstanding during each period.

MORE. . .          

PAGE 4 / LANCASTER COLONY REPORTS IMPROVED 2^ND QUARTER SALES & EARNINGS

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

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
NET SALES
Specialty Foods	$	243,099		$	245,393		$	459,440		$	466,179
Glassware and Candles		61,016			42,849			98,835			85,900
	$	304,115		$	288,242		$	558,275		$	552,079
OPERATING INCOME (LOSS)
Specialty Foods	$	56,146		$	39,651		$	99,298		$	63,140
Glassware and Candles		6,142			(1,007	)		7,813			(3,869	)
Corporate expenses		(3,127	)		(2,390	)		(5,541	)		(5,223	)
	$	59,161		$	36,254		$	101,570		$	54,048

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

	December 31,		June 30,
	2009		2009
ASSETS
Current assets:
Cash and equivalents	$	91,391	$	38,484
Receivables — net of allowance for doubtful accounts		85,484		61,152
Total inventories		82,296		102,523
Deferred income taxes and other current assets		23,231		20,653
Total current assets		282,402		222,812
Net property, plant and equipment		164,959		170,900
Other assets		103,894		104,769
Total assets	$	551,255	$	498,481
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,643	$	41,180
Accrued liabilities		32,695		33,399
Total current liabilities		70,338		74,579
Other noncurrent liabilities and deferred income taxes		21,971		21,346
Shareholders’ equity		458,946		402,556
Total liabilities and shareholders’ equity	$	551,255	$	498,481

# # # #

FOR FURTHER INFORMATION:	John B. Gerlach, Jr., Chairman and CEO, or
	John L. Boylan, Vice President, Treasurer and CFO
	Lancaster Colony Corporation
	Phone: 614/224-7141
	—or—
	Investor Relations Consultants, Inc.
	Phone: 727/781-5577 or E-mail: lanc@mindspring.com