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): May 1, 2014

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)	(I.R.S. 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 May 1, 2014, Lancaster Colony Corporation issued a press release announcing its results for the three and nine months ended March 31, 2014. The press release is attached as Exhibit 99.1.

Item 7.01    Regulation FD Disclosure

The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.”

On January 30, 2014, Lancaster Colony Corporation sold effectively all of the net operating assets of its candle manufacturing and marketing operations. The results of these operations have been reclassified to discontinued operations in all periods presented. Schedules of Consolidated Statements of Income and Business Segment Information reflecting these reclassifications for the three quarters of fiscal 2014 and the four quarters of fiscal 2013 are included as Exhibit 99.2.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits:

99.1 Press Release dated May 1, 2014

99.2 Consolidated Statements of Income and Business Segment Information for the three quarters of fiscal 2014 and the four quarters of fiscal 2013

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: May 1, 2014 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 May 1, 2014	Filed herewith
99.2	Consolidated Statements of Income and Business Segment Information for the three quarters of fiscal 2014 and the four quarters of fiscal 2013	Filed herewith

EX-99.1

	Exhibit 99.1
FOR IMMEDIATE RELEASE	SYMBOL: LANC
May 1, 2014	TRADED: Nasdaq

LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

COLUMBUS, Ohio, May 1 -- Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the company’s third fiscal quarter ended March 31, 2014. All prior-period financial results of the Glassware and Candles segment have been reclassified to discontinued operations due to the sale of effectively all the net operating assets of this segment on January 30, 2014. Highlights of the quarter:

• Net sales decreased two percent to $242 million versus $247 million in the third quarter last year due to lower sales of frozen retail products, in part due to the influence of this year’s later Easter. Also impacting net sales was somewhat lower pricing to the foodservice channel and the effect of adverse winter weather on consumer demand.

• Income from continuing operations was $18,900,000 compared with $20,733,000 for the corresponding quarter a year ago, primarily reflecting lower sales, a less favorable sales mix and a higher effective tax rate. Earnings per share from continuing operations were 69 cents compared to 76 cents a year ago.

• Including the loss from discontinued operations of $29.3 million or $1.07 per share, which incorporated a pre-tax loss of approximately $44 million on the sale of the company’s candle manufacturing and marketing operations, the reported net loss for the quarter totaled $10.4 million, or $.38 per share. In the third quarter a year ago, net income totaled $21.8 million, or $.80 per share, inclusive of income from discontinued operations of $1.1 million, or $.04 per share.

• The company’s balance sheet remained strong with no debt outstanding at March 31, 2014, and $201 million in cash and equivalents.

• The quarterly cash dividend was continued at the higher level of $.44 per share set last quarter, as Lancaster Colony has increased its regular cash dividend each year for 51 consecutive years.

For the nine months ended March 31, 2014, net sales were $782 million compared to $769 million a year ago. Income from continuing operations totaled $80,085,000 or $2.93 per share. Net income was $53.7 million or $1.96 per diluted share. Net of tax, the loss from discontinued operations, including the loss on sale, totaled $26.4 million, or $.97 per share. Income from continuing operations in the year ago nine-month period was $78,459,000, or $2.87 per share. Income from discontinued operations totaled $5.3 million, or $.19 per diluted share. Net income for the nine months last year totaled $83.8 million or $3.06 per share.

MORE. . .

PAGE 2 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

John B. Gerlach, Jr., chairman and CEO, said, “For the quarter, the benefit from lower net material costs was more than offset by the impact of lower net sales and a less-favorable sales mix as the segment’s operating income declined seven percent. Additionally, as influenced by the adverse weather conditions, we also experienced incremental costs associated with freight and operational downtime.”

Looking ahead, Mr. Gerlach added, “We anticipate comparative results of the fourth quarter to be bolstered by the shift in Easter’s timing, the continued favorability in material costs and modest benefit from new products being brought to market in both our retail and foodservice sales channels. However, we anticipate somewhat higher overall marketing costs and expect our investment in introductory costs associated with several of the new products to be significant. We also remain generally cautious regarding consumer sentiment. Regardless, our debt-free balance sheet allows us to retain a considerable amount of operating flexibility supportive of long-term future growth.”

Conference Call on the Web

The company’s third quarter conference call is scheduled for this morning, May 1, 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 manufacturer and marketer of specialty food products 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, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements. Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:

• the potential for loss of larger programs or key customer relationships;

• the effect of consolidation of customers within key market channels;

• 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;

• the possible occurrence of product recalls or other defective or mislabeled product costs;

• price and product competition;

MORE. . .

PAGE 3 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

• 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;

• maintenance of competitive position with respect to other manufacturers;

• dependence on key personnel;

• stability of labor relations;

• dependence on contract copackers and limited or exclusive sources for certain goods;

• changes in estimates in critical accounting judgments;

• the outcome of any litigation or arbitration; and

• risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov).

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on statements that are based on current expectations.

# # # #

FOR FURTHER INFORMATION:	John L. Boylan, Vice President, Treasurer and CFO, or
	Dale N. Ganobsik, Director of Investor Relations
	Lancaster Colony Corporation
	Phone: 614/224‑7141
	Email: ir@lancastercolony.com

MORE. . .

PAGE 4 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

LANCASTER COLONY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (b)

(In thousands except per-share amounts)

	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2014			2013			2014			2013
Net sales	$	241,849		$	247,098		$	782,267		$	768,613
Cost of sales	189,941			193,265			591,565			581,613
Gross margin	51,908			53,833			190,702			187,000
Selling, general & administrative expenses	23,073			23,113			69,251			69,305
Operating income	28,835			30,720			121,451			117,695
Interest income and other – net	(204		)	(15		)	(328		)	(6		)
Income from continuing operations before income taxes	28,631			30,705			121,123			117,689
Taxes based on income	9,731			9,972			41,038			39,230
Income from continuing operations	18,900			20,733			80,085			78,459
Discontinued operations, net of tax:
Income from discontinued operations	325			1,100			3,175			5,313
Loss on sale of discontinued operations	(29,601		)	—			(29,601		)	—
Total discontinued operations	(29,276		)	1,100			(26,426		)	5,313
Net (loss) income	$	(10,376	)	$	21,833		$	53,659		$	83,772
Net income (loss) per common share:(a)
Continuing operations - basic and diluted	$	0.69		$	0.76		$	2.93		$	2.87
Discontinued operations - basic	$	(1.07	)	$	0.04		$	(0.97	)	$	0.20
Discontinued operations - diluted	$	(1.07	)	$	0.04		$	(0.97	)	$	0.19
Net (loss) income - basic	$	(0.38	)	$	0.80		$	1.97		$	3.06
Net (loss) income - diluted	$	(0.38	)	$	0.80		$	1.96		$	3.06
Cash dividends per common share	$	0.44		$	0.38		$	1.28		$	6.12
Weighted average common shares outstanding:
Basic	27,261			27,259			27,258			27,244
Diluted	27,297			27,287			27,303			27,275

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

(b)Certain glassware and candles operations have been reflected as discontinued operations in all periods presented.

MORE…

PAGE 5 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

LANCASTER COLONY CORPORATION

BUSINESS SEGMENT INFORMATION (Unaudited) (b)

(In thousands)

	Three Months Ended   March 31,						Nine Months Ended   March 31,
	2014			2013			2014			2013
NET SALES - Specialty Foods	$	241,849		$	247,098		$	782,267		$	768,613
OPERATING INCOME
Specialty Foods	$	31,408		$	33,648		$	130,364		$	126,790
Corporate expenses	(2,573		)	(2,928		)	(8,913		)	(9,095		)
	$	28,835		$	30,720		$	121,451		$	117,695

LANCASTER COLONY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (b)

(In thousands)

	March 31,   2014		June 30,   2013
ASSETS
Current assets:
Cash and equivalents	$	201,328	$	123,385
Receivables – net of allowance for doubtful accounts	61,756		56,337
Total inventories	67,737		67,809
Deferred income taxes and other current assets	33,312		22,550
Current assets of discontinued operations	—		55,977
Total current assets	364,133		326,058
Net property, plant and equipment	163,986		168,074
Other assets	102,146		103,231
Noncurrent assets of discontinued operations	—		22,601
Total assets	$	630,265	$	619,964

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	40,261	$	36,459
Accrued liabilities	30,452		32,602
Current liabilities of discontinued operations	—		8,116
Total current liabilities	70,713		77,177
Other noncurrent liabilities and deferred income taxes	41,043		41,565
Shareholders’ equity	518,509		501,222
Total liabilities and shareholders’ equity	$	630,265	$	619,964

# # # #

EX-99.2

Exhibit 99.2

Lancaster Colony Corporation
Consolidated Statements of Income (Unaudited)
Fiscal 2014
(In thousands except per-share amounts)
The following table reflects the reclassification of fiscal 2014 to date quarterly amounts for the discontinued operations presentation of our sold candle manufacturing and marketing operations:
										Year to Date
	First			Second			Third			March 31,
	Quarter			Quarter			Quarter			2014
Net Sales	$	248,137		$	292,281		$	241,849		$	782,267
Cost of Sales	190,966			210,658			189,941			591,565
Gross Margin	57,171			81,623			51,908			190,702
Selling, General & Administrative Expenses	20,740			25,438			23,073			69,251
Operating Income	36,431			56,185			28,835			121,451
Interest Income & Other - Net	(38		)	(86		)	(204		)	(328		)
Income From Continuing Operations Before Income Taxes	36,393			56,099			28,631			121,123
Taxes Based on Income	12,341			18,966			9,731			41,038
Income From Continuing Operations	24,052			37,133			18,900			80,085
Discontinued Operations:
Income From Discontinued Operations, Net of Tax	749			2,101			325			3,175
Loss on Sale of Discontinued Operations, Net of Tax	—			—			(29,601		)	(29,601		)
Total Discontinued Operations	749			2,101			(29,276		)	(26,426		)
Net Income (Loss)	$	24,801		$	39,234		$	(10,376	)	$	53,659
Income (Loss) Per Common Share: (1)
Continuing Operations - Basic	$	0.88		$	1.36		$	0.69		$	2.93
Discontinued Operations - Basic	$	0.03		$	0.08		$	(1.07	)	$	(0.97	)
Net Income (Loss) Per Common Share - Basic	$	0.91		$	1.44		$	(0.38	)	$	1.97
Continuing Operations - Diluted	$	0.88		$	1.36		$	0.69		$	2.93
Discontinued Operations - Diluted	$	0.03		$	0.08		$	(1.07	)	$	(0.97	)
Net Income (Loss) Per Common Share - Diluted	$	0.91		$	1.44		$	(0.38	)	$	1.96
Dividends Per Share	$	0.40		$	0.44		$	0.44		$	1.28
Weighted Average Common Shares Outstanding - Basic	27,268			27,244			27,261			27,258
Weighted Average Common Shares Outstanding - Diluted	27,312			27,299			27,297			27,303
(1) Basic and diluted income per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly income per share amounts may not agree with the year-to-date total.

Lancaster Colony Corporation
Consolidated Statements of Income (Unaudited)
Fiscal 2013
(In thousands except per-share amounts)
The following table reflects the reclassification of fiscal 2013 quarterly amounts for the discontinued operations presentation of our sold candle manufacturing and marketing operations:
	First			Second		Third			Fourth			Fiscal Year
	Quarter			Quarter		Quarter			Quarter			2013
Net Sales	$	248,881		$	272,634	$	247,098		$	245,190		$	1,013,803
Cost of Sales	187,760			200,588		193,265			187,483			769,096
Gross Margin	61,121			72,046		53,833			57,707			244,707
Selling, General & Administrative Expenses	21,157			25,035		23,113			21,479			90,784
Operating Income	39,964			47,011		30,720			36,228			153,923
Interest Income & Other - Net	(2		)	11		(15		)	(99		)	(105		)
Income From Continuing Operations Before Income Taxes	39,962			47,022		30,705			36,129			153,818
Taxes Based on Income	13,707			15,551		9,972			10,728			49,958
Income From Continuing Operations	26,255			31,471		20,733			25,401			103,860
Discontinued Operations:
Income From Discontinued Operations, Net of Tax	407			3,806		1,100			76			5,389
Total Discontinued Operations	407			3,806		1,100			76			5,389
Net Income	$	26,662		$	35,277	$	21,833		$	25,477		$	109,249
Income Per Common Share: (1)
Continuing Operations - Basic	$	0.96		$	1.15	$	0.76		$	0.93		$	3.80
Discontinued Operations - Basic	$	0.01		$	0.14	$	0.04		$	—		$	0.20
Net Income Per Common Share - Basic	$	0.98		$	1.29	$	0.80		$	0.93		$	4.00
Continuing Operations - Diluted	$	0.96		$	1.14	$	0.76		$	0.93		$	3.79
Discontinued Operations - Diluted	$	0.01		$	0.14	$	0.04		$	—		$	0.20
Net Income Per Common Share - Diluted	$	0.98		$	1.28	$	0.80		$	0.93		$	3.99
Dividends Per Share	$	0.36		$	5.38	$	0.38		$	0.40		$	6.52
Weighted Average Common Shares Outstanding - Basic	27,229			27,243		27,259			27,277			27,252
Weighted Average Common Shares Outstanding - Diluted	27,264			27,273		27,287			27,316			27,285
(1) Basic and diluted income per share are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly income per share amounts may not agree with the total year.

Lancaster Colony Corporation
Business Segment Information (Unaudited)
Fiscal 2014 & 2013
(In thousands)
The following reflects the reclassification of quarterly amounts for the discontinued operations presentation of our sold candle manufacturing and marketing operations:
										Year to Date
	First			Second			Third			March 31,
	Quarter			Quarter			Quarter			2014
Net Sales - Specialty Foods Segment	$	248,137		$	292,281		$	241,849		$	782,267
Operating Income
Specialty Foods Segment	$	39,543		$	59,413		$	31,408		$	130,364
Corporate Expenses	(3,112		)	(3,228		)	(2,573		)	(8,913		)
Consolidated Totals	$	36,431		$	56,185		$	28,835		$	121,451
													Year Ended
	First			Second			Third			Fourth			June 30,
	Quarter			Quarter			Quarter			Quarter			2013
Net Sales - Specialty Foods Segment	$	248,881		$	272,634		$	247,098		$	245,190		$	1,013,803
Operating Income
Specialty Foods Segment	$	42,758		$	50,384		$	33,648		$	38,920		$	165,710
Corporate Expenses	(2,794		)	(3,373		)	(2,928		)	(2,692		)	(11,787		)
Consolidated Totals	$	39,964		$	47,011		$	30,720		$	36,228		$	153,923