Lancaster Colony (LANC) 8-K Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     On June 11, 2008, Lancaster Colony Corporation (the “Company”) sold effectively all the operating assets of its automotive accessory operations located in Des Moines, Iowa to certain members of the local management group for approximately $27.5 million in cash, subject to customary post-closing adjustments. For future financial presentation purposes, the operating results of the sold operations will be presented as discontinued operations.

     The unaudited pro forma condensed consolidated financial statements present the Company’s pro forma financial position and results of operations derived from the audited financial statements of the Company. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2008, gives effect to the disposal transaction as if it occurred on March 31, 2008. The unaudited pro forma condensed consolidated statements of income for the nine months ended March 31, 2008 and the years ended June 30, 2007, 2006 and 2005 give effect to the disposal transaction as if it occurred on July 1, 2007, 2006, 2005, and 2004, respectively.

     The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements and notes thereto of the Company. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred if the disposition transaction had been consummated on the dates indicated or of the financial position or operating results that may be obtained in the future. The actual adjustments to be made to the financial statements may differ from the amounts presented herein. Assumptions underlying the pro forma adjustments are described in the following notes to the pro forma condensed consolidated financial statements and should be read in conjunction with the unaudited pro forma condensed consolidated financial statements:

a	These adjustments remove the sold operations’ financial results from the historical financial results.
b	This adjustment treats the proceeds on the sale as a reduction of the debt outstanding.
c	This adjustment of approximately $9.3 million reflects the tax impact of the loss on the sale.
d	This adjustment reflects the loss on the sale, as calculated using the gross sale price of approximately $35.2 million less an initial working capital adjustment of approximately $7.7 million, net of tax, at an appropriate effective tax rate. The loss calculated for this presentation is based on the March 31, 2008 value of the net assets sold and will not correspond to the ultimate loss on the sale, which is expected to approximate $20 to $22 million, pretax, pending post-closing adjustments.
e	This adjustment reflects a reduction in interest expense, which would result from applying the net proceeds on the sale to pay down debt. For the nine-months ended March 31, 2008 the adjustment was approximately $1,043,000, or calculated as $27.5 million at an average interest rate of 5.06% for 270 days out of 360. For the year ended June 30, 2007 the adjustment was approximately $57,000 or calculated as $27.5 million at an average interest rate of 7.39% for approximately 11 days out of 360.
f	This adjustment reflects the tax effect of the net increase in earnings for the reduction in interest expense.

Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2008

	Historical			Pro Forma				Pro Forma
In Thousands	Balance Sheet			Adjustments				Balance Sheet
Cash	$	12,252		$	(1	)	a	$	12,251
Net Accounts Receivable		89,831			(26,481	)	a		63,350
Total Inventories		130,191			(24,169	)	a		106,022
Deferred Income Taxes and Other Current Assets		31,255			(606	)	a		30,649
Total Current Assets		263,529			(51,257	)			212,272
Total Net Property		193,991			(11,520	)	a		182,471
Goodwill		89,590			—				89,590
Other Assets		19,803			(192	)	a		19,611
Total Assets	$	566,913		$	(62,969	)		$	503,944
Accounts Payable	$	46,463		$	(6,229	)	a	$	40,234
Accrued Liabilities		42,312			(11,680	)	a,c		30,632
Total Current Liabilities		88,775			(17,909	)			70,866
Long Term Debt		77,500			(27,500	)	b		50,000
Deferred Income Taxes and Other Noncurrent Liabilities		16,966			—				16,966
Common Stock		82,482			—				82,482
Ending Retained Earnings		951,792			(17,560	)	d		934,232
Accumulated Other Comprehensive Loss		(4,278	)		—				(4,278	)
Treasury Stock		(646,324	)		—				(646,324	)
Total Shareholders’ Equity		383,672			(17,560	)			366,112
Total Liabilities and Shareholders’ Equity	$	566,913		$	(62,969	)		$	503,944

See accompanying notes to pro forma condensed consolidated financial statements.

Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Nine Months Ended March 31, 2008

	Historical		Pro Forma				Pro Forma
In thousands, except per share amounts	Statement of Income		Adjustments				Statement of Income
Net Sales	$	861,458	$	(117,227	)	a	$	744,231
Cost of Sales		728,467		(104,340	)	a		624,127
Gross Margin		132,991		(12,887	)			120,104
Selling, General and Administrative Expenses		70,635		(8,979	)	a		61,656
Restructuring and Impairment Charge		182		—				182
Operating Income		62,174		(3,908	)			58,266
Other Income		695		1,030		a,e		1,725
Income Before Income Taxes		62,869		(2,878	)			59,991
Income Taxes		22,516		(1,101	)	a,f		21,415
Income From Continuing Operations	$	40,353	$	(1,777	)		$	38,576
Net Income Per Common Share from Continuing Operations:
Basic and Diluted	$	1.35					$	1.29
Weighted Average Common Shares Outstanding:
Basic		29,794						29,794
Diluted		29,799						29,799

See accompanying notes to pro forma condensed consolidated financial statements.

Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended June 30, 2007

	Historical		Pro Forma				Pro Forma
In thousands, except per share amounts	Statement of Income		Adjustments				Statement of Income
Net Sales	$	1,091,162	$	(145,348	)	a	$	945,814
Cost of Sales		897,602		(133,969	)	a		763,633
Gross Margin		193,560		(11,379	)			182,181
Selling, General and Administrative Expenses		90,979		(11,110	)	a		79,869
Restructuring and Impairment Charge		2,126		—				2,126
Operating Income		100,455		(269	)			100,186
Other Income		1,548		(137	)	a,e		1,411
Income Before Income Taxes		102,003		(406	)			101,597
Income Taxes		37,322		(98	)	a,f		37,224
Income From Continuing Operations	$	64,681	$	(308	)		$	64,373
Net Income Per Common Share from Continuing Operations:
Basic and Diluted	$	2.05					$	2.04
Weighted Average Common Shares Outstanding:
Basic		31,576						31,576
Diluted		31,603						31,603

See accompanying notes to pro forma condensed consolidated financial statements.

Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended June 30, 2006

	Historical		Pro Forma				Pro Forma
In thousands, except per share amounts	Statement of Income		Adjustments				Statement of Income
Net Sales	$	1,073,585	$	(149,006	)	a	$	924,579
Cost of Sales		868,124		(133,378	)	a		734,746
Gross Margin		205,461		(15,628	)			189,833
Selling, General and Administrative Expenses		90,053		(11,361	)	a		78,692
Operating Income		115,408		(4,267	)			111,141
Other Income		15,266		(13	)	a		15,253
Income Before Income Taxes		130,674		(4,280	)			126,394
Income Taxes		46,253		(1,534	)	a		44,719
Income From Continuing Operations	$	84,421	$	(2,746	)		$	81,675
Net Income Per Common Share from Continuing Operations:
Basic and Diluted	$	2.52					$	2.44
Weighted Average Common Shares Outstanding:
Basic		33,471						33,471
Diluted		33,502						33,502

See accompanying notes to pro forma condensed consolidated financial statements.

Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended June 30, 2005

	Historical		Pro Forma				Pro Forma
In thousands, except per share amounts	Statement of Income		Adjustments				Statement of Income
Net Sales	$	1,028,328	$	(120,983	)	a	$	907,345
Cost of Sales		823,737		(107,189	)	a		716,548
Gross Margin		204,591		(13,794	)			190,797
Selling, General and Administrative Expenses		89,484		(11,225	)	a		78,259
Restructuring and Impairment Charge		935		—				935
Operating Income		114,172		(2,569	)			111,603
Other Income		30,047		51		a		30,098
Income Before Income Taxes		144,219		(2,518	)			141,701
Income Taxes		53,445		(965	)	a		52,480
Income From Continuing Operations	$	90,774	$	(1,553	)		$	89,221
Net Income Per Common Share from Continuing Operations:
Basic	$	2.60					$	2.56
Diluted	$	2.60					$	2.55
Weighted Average Common Shares Outstanding:
Basic		34,868						34,868
Diluted		34,925						34,925

See accompanying notes to pro forma condensed consolidated financial statements.