Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yeso Noþ

As of April 29,October 27, 2011, there were approximately 27,441,00027,245,000 shares of Common Stock, without par value, outstanding.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the interim consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in our 20102011 Annual Report on Form 10-K. Unless otherwise noted, the term “year” and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 20112012 refers to fiscal 2011,2012, which is the period from July 1, 20102011 to June 30, 2011.2012.

We have evaluated events occurring between the end of our most recent fiscal quarter and the date the financial statements were issued and except as disclosed in Note 11 regarding receipts under the Continued Dumping and Subsidy Offset Act of 2000, noted no events that would require recognition or disclosure in these financial statements.

Property, plant and equipment are stated at cost less accumulated depreciation. Purchases of property, plant and equipment included in accounts payable at March 31, 2011 and 2010 were approximately $0.2 million and $0.5 million, respectively. are as follows:

These purchases, less the preceding June 30 balances, have been excluded from the property additions and the change in accounts payable in the Consolidated Statements of Cash Flows.

As a result of various prior-years restructuring and divestiture activities, we have certain “held for sale” properties with a total net book value of approximately $2.9$2.8 million at March 31,September 30, 2011. We have classified approximately $0.4 million of these “held for sale” assets as current assets and they areThis balance is included in Deferred Income Taxes and Other CurrentNoncurrent Assets on the Consolidated Balance Sheet. The remaining balance of approximately $2.5 million is included in Other Noncurrent Assets. In accordance with GAAP for property, plant and equipment, we are no longer depreciating these “held for sale” assets and they are being actively marketed for sale.

Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (stock options, restricted(restricted stock and stock-settled stock appreciation rights) outstanding during each period. Unvested shares of restricted stock granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with outstanding stock options, restricted stock and stock-settled stock appreciation rights.

The following table summarizes our identifiable other intangible assets, all included in the Specialty Foods segment:

We currently expect to remain in compliance with the facility’s covenants for the foreseeable future. At September 30, 2011, and June 30, 2010.we were not aware of any event that would constitute a default under the facility.

We and certain of our operating subsidiaries have sponsored multiple defined benefit pension plans covering union workers at certain locations. As a result of restructuring activities in recent years, at March 31, 2011 there werewe no longer have any active employees continuing to accrue service cost or otherwise eligible to receive plan benefits. Benefits being paid under the plans are primarily based on negotiated rates and years of service. We contribute to these plans at least the minimum amount required by regulation or contract.

options granted underThe following table summarizes the 1995 Plan were exercisable at prices not less than fair market value ascomponents of net periodic benefit cost for our postretirement plans:

For the datethree months ended September 30, 2011, we made approximately $36,000 in contributions to our postretirement medical and life insurance benefit plans. We expect to make approximately $0.2 million more in contributions to our postretirement medical and life insurance benefit plans during the remainder of grant. In general, options granted under the 1995 Plan vested immediately and had a maximum term of five years. The 1995 Plan expired in August 2005, but there were options issued under this plan that were exercisable through February 2010. There were no options outstanding under this plan at March 31, 2011.2012.

Our shareholders have approved the adoption of and subsequent amendments to the Lancaster Colony Corporation 2005 Stock Plan (the “2005 Plan”). The 2005 Plan reserved 2,000,000 common shares for issuance to our employees and directors, and all awards granted under the 2005 Plan will be exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under the 2005 Plan varies as to the type of award granted, but generally these awards have a maximum term of five years.

Since 2008, we have used periodic grants of stock-settled stock appreciation rights (“SSSARs”) as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. We calculate the fair value of SSSARs grants using the Black-Scholes option-pricing model. Our policy is to issue shares upon SSSARSSSARs exercise from new shares that had been previously authorized.

We recognize compensation expense over the requisite service period. Total compensationCompensation cost was reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification and were allocated to each segment appropriately. We recorded tax benefits and gross windfall tax benefits related to SSSARs. These windfall tax benefits were included in the financing section of the Consolidated Statements of Cash Flows. The following table summarizes SSSARs was approximately $0.3 millioncompensation expense and $0.9 million for the three and nine months ended March 31,tax benefits recorded:

At March 31,September 30, 2011, there was approximately $2.2$1.7 million of unrecognized compensation cost related to SSSARs that we will recognize over a weighted-average period of approximately 2.231.79 years.

Since 2008, we have used periodic grants of restricted stock as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.

We recognize compensation expense over the requisite service period. Compensation cost was reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification and was allocated to various key employees undereach segment appropriately. We recorded tax benefits and gross windfall tax benefits related to restricted stock. Windfall tax benefits, if any, were included in the termsfinancing section of the 2005 Plan.Consolidated Statements of Cash Flows. The following table summarizes restricted stock compensation expense and tax benefits recorded:

The following table summarizes the activity relating to restricted stock granted inunder the 2005 Plan for the three months ended September 30, 2011:

At September 30, 2011, hadthere was approximately $1.0 million of unrecognized compensation expense related to restricted stock that we will recognize over a grant date fair valueweighted-average period of approximately $0.4 million based on a per share closing stock price of $57.78. The restricted stock granted in 2010 had a grant date fair value of approximately $1.5 million based on a per share closing stock price of $58.79. The restricted stock under each of these grants vests on the third anniversary of the grant date. We are assuming a forfeiture rate of four percent for each of these grants. Under the terms of the grants, employees will receive dividends on unforfeited restricted stock regardless of1.60 years.

The gross tax contingency reserve at March 31,September 30, 2011 was approximately $1.5$1.8 million and consisted of tax liabilities of approximately $0.8$1.0 million and penalties and interest of approximately $0.7$0.8 million. We

We are unable to determine, at this time, what the ultimate outcome of other litigation will be, and it is possible that further legal action, potential additional changes in the law and other factors could affect the amount of funds available for distribution, including funds relating to entries prior to October 2007. Accordingly, we cannot predict the amount of future distributions we may receive. Any change in CDSOA distributions could affect our earnings and cash flow.

Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets. We also manufacture and market candles for the food, drug and mass markets. Although not material to our consolidated operations, we are also engaged in the distribution of various products, including glassware and candles, to commercial markets. Our operations are organized in two reportable segments: “Specialty Foods” and “Glassware and Candles.” Over 90% of theThe sales of each segment are made to customers in the United States.predominantly domestic.

In recent years, our strategy has shifted away from operating businesses in a variety of industries towards emphasizing the growth and success we have achieved in our Specialty Foods segment. Fiscal years prior to 2009 were significant years in implementing this strategy as we divested various nonfood operations and focused our capital investment in the Specialty Foods segment.

We view our food operations as having the potential to achieve future growth in sales and profitability due to attributes such as:

Our goal is to grow our specialty foods retail and foodservice business over time by:

We have made substantial capital investments to support our existing food operations and future growth opportunities. Based on our current plans and expectations, including a current plant expansion at our Kentucky frozen roll facility, we believe that total capital expenditures for 2011 will approach $402012 are not expected to exceed $23 million.

The following is a comparative overview of our consolidated operating results for the three and nine months ended March 31,September 30, 2011 and 2010.

Net sales for the third quarterthree months ended March 31,September 30, 2011 increased 1%4% to approximately $252.6$274.5 million from the prior-year total of $250.3$265.1 million. This sales growthincrease reflects higher sales in both operating segments.the Specialty Foods segment as partially offset by a decline in sales of the Glassware and Candles segment. The Specialty Foods segment’s increase reflects higher retail and foodservice sales, which were partially offset by lower retail sales. The increasedecrease in sales of the Glassware and Candles segment primarily reflects product placement with new customers. lower unit volume.

Gross margin decreased 15%5% to approximately $52.5$55.4 million from the prior-year third quarter total of $61.9$58.1 million. Increasing raw-materialSubstantially higher material costs as well as a less favorable sales mix and higher freight costs within the Specialty Foods segment, contributed to the lower gross margin.

Net income for the three months ended March 31, 2011 totaledquarter was approximately $19.4$21.3 million, or $.71$.78 per diluted share. Net income totaled approximately $24.2share, compared to $22.8 million, or $.81 per diluted share, in the third quarter of 2010, or $.86 per diluted share.

Despite the benefits of achieving higher sales volumes, grossGross margin percentages in the Glassware and Candles segment declined slightly from the prior-year periodsperiod primarily due to the impact of continued higher wax costs, which we believe are likelylower sales and reduced production levels. These factors were somewhat mitigated by higher pricing and an improved sales mix. We expect the segment’s gross margins to persist and adversely affect comparative resultsremain similarly challenged through at least the endsecond quarter of our fiscal 2011. This segment also experienced a less favorable sales mix.2012.

For the ninethree months ended March 31,September 30, 2011, net cash provided by operating activities totaled approximately $98.0$17.6 million as compared to $86.9$9.3 million in the prior-year period. The increase results from the relative changes in working capital, includingparticularly the effectlower level of routine differencesinventory held in the timingGlassware and amounts associated with our Federal income tax accruals and payments, as partially offset by lower net income.Candles segment. The increase in receivables since June 20102011 primarily relates to seasonal influences on sales within the strength ofGlassware and Candles segment but is also impacted by higher sales in March relative to June.the Specialty Foods segment.

Cash used in investing activities for the ninethree months ended March 31,September 30, 2011 was approximately $26.6$4.7 million as compared to $9.0$6.3 million in the prior year. This increasedecrease reflects a higherlower level of capital expenditures in 2011 due to2012 as we substantially completed the expansion of our frozen roll facility in Kentucky. This project is anticipated to be completed by the middle of calendarKentucky during June 2011.

Cash used in financing activities for the ninethree months ended March 31,September 30, 2011 of approximately $64.6$16.9 million increased slightly from the prior-year total of $20.7 million$16.4 million. This increase was due primarily to the relative changes in the cash overdraft balance and higher dividend payments, as partially offset by a higherlower level of share repurchases and lower proceeds fromin the exercise of stock awards.current year. At March 31,September 30, 2011, approximately 1,679,0001,483,000 shares remained authorized for future buyback under the existing share repurchase program.

Under our unsecured revolving credit facility, we may borrow up to a maximum of $160 million at any one time. Loans may be used for general corporate purposes. We had no borrowings outstanding under this facility at March 31,September 30, 2011. The facility expires in October 2012, and all outstanding amounts are then due and payable. At March 31,September 30, 2011, we had approximately $6.6$6.7 million of standby letters of credit outstanding, which reducereduced the amount available for borrowing on the unsecured revolving credit facility.

The facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At March 31,September 30, 2011, we were in compliance with all applicable provisions and covenants of the facility, and we met the requirements of the financial covenants by substantial margins.

We currently expect to remain in compliance with the facility’s covenants for the foreseeable future. A default under the facility could accelerate the repayment of any outstanding indebtedness and limit our access to additional credit available under the facility. Such an event could require curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due. At March 31,September 30, 2011, we were not aware of any event that would constitute a default under the facility.

We believe that internally generated funds and our existing aggregate balances in cash and equivalents, in addition to our currently available bank credit arrangements, should be adequate to meet our foreseeable cash requirements. If we were to borrow outside of our credit facility under current market terms, our average interest rate may increase significantly and have an adverse effect on our results of operations.

For additional information regarding our credit facility, see Note 4 to the consolidated financial statements.

There were no recentlyIn September 2011, the Financial Accounting Standards Board (“FASB”) issued accounting pronouncementsAccounting Standards Update (“ASU”) No. 2011-09,“Compensation — Retirement Benefits — Multiemployer Plans: Disclosures about an Employer’s Participation in a Multiemployer Plan”(“ASU 11-09”). This ASU requires that employers provide additional separate quantitative and qualitative disclosures for multiemployer pension plans and multiemployer other postretirement benefit plans. ASU 11-09 will be effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. We do not expect the adoption of this update to have a material impact on our consolidated financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05,“Comprehensive Income: Presentation of Comprehensive Income”(“ASU 11-05”). This ASU amends current comprehensive income guidance to eliminate the option to present the components of other comprehensive income as part of the statement of shareholders equity. Instead, it requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 11-05 will be effective for public companies for interim and annual periods beginning after December 15, 2011, with early adoption permitted. We do not expect the adoption of this update to have a material impact on our financial position or results of operations.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). This Quarterly Report on Form 10-Q 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 including, without limitation, the specific influences outlined below. 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.statements, except as required by law. More detailed statements regarding significant events that could affect our financial results are included in Item 1A of our Annual Report on Form 10-K and also our Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission and are available on our website at www.lancastercolony.com.

Our market risks have not changed materially from those disclosed in our 20102011 Annual Report on Form 10-K.

(a) Evaluation of Disclosure Controls and Procedures.As of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of management, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2011 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is 1) recorded, processed,

(b) Changes in Internal Control Over Financial Reporting.No changes were made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors disclosed under Item 1A in our 20102011 Annual Report on Form 10-K.

(c) In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 shares, of which approximately 1,679,0001,483,000 shares remained authorized for future repurchases at March 31,September 30, 2011. This share repurchase authorization does not have a stated expiration date. In the thirdfirst quarter, we made the following repurchases of our common stock: