UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

July 25, 2014

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

VIA CANTÙ 2, MILAN, 20123 ITALY
(Address of principal executive office)

Set forth below is the text of a press release issued on July 24, 2014

Press release

Luxottica reports accelerated growth in the second quarter of 2014:

record operating income and free cash flow3

Net sales of Euro 2.1 billion (+7.0% at constant exchange rates2)

Operating margin of 19.2% and free cash flow3 of Euro 321 million:

an all-time quarterly record

Milan (Italy), July 24, 2014

Luxottica Group net sales

·                  accelerated growth in net sales for the second quarter: Euro 2,060 million (+7.0% at constant exchange rates2)

·                  net sales for the first half: Euro 3,902 million (+5.6% at constant exchange rates2)

·                  still unfavorable exchange rate environment

Wholesale Division

·                  net sales for the second quarter: Euro 935 million (+10.3% at constant exchange rates2)

·                  strong increase in sales in emerging markets: +20.8% at constant exchange rates2,6

·                  accelerating performance in North America compared to the first quarter: +9.9% in USD

·                  solid growth in Europe: +6.9% at constant exchange rates2,6

·                  Ray-Ban and Oakley continue to be major growth drivers

·                  the premium and luxury segment confirm a structural growth trend

Retail Division

·                  net sales for the second quarter: Euro 1,125 million (+4.3% at constant exchange rates2)

·                  faster comparable store sales4 growth in the second quarter: +3.8% in North America; double digit growth in emerging markets

·                  LensCrafters in North America delivered an increase in comparable store sales4 of +0.9%

·                  Sunglass Hut continued to deliver excellent results with global sales on a comparable store basis4 of +9.9%

Profitability and free cash flow3

·                  net income

·                  second quarter: Euro 235 million (+15.0%5 at constant exchange rates2)

·                  first half: Euro 393 million (+12.8%5 at constant exchange rates2)

·                  operating margin up by 80 bps5 to 19.2%: an all-time quarterly record (+110 bps5 at constant exchange rates2)

·                  net profit margin of 11.4% up by 60 bps5

·                  positive free cash flow3 of Euro 321 million, an all-time record on a quarterly basis

Start to the third quarter

·                  net sales growth remains robust, with both Divisions confirming strong demand

·                  impact from negative exchange rate environment is gradually declining due to a more favorable basis of comparison between the major currencies

The Board of Directors of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a leader in the design, manufacture, distribution and sale of fashion, luxury and sports eyewear, met today and approved the consolidated results for the second quarter and the six months ended June 30, 2014 in accordance with

1

International Financial Reporting Standards as issued by the International Accounting Standards Board (IAS/IFRS).

Second quarter of 2014 1

First half of 20141

2

Operating performance for the second quarter and the first half of 2014

Luxottica reported accelerated growth in net sales in the second quarter of 2014 along with record operating income and free cash flow3. These results are especially significant considering the continuation of an unfavorable exchange rate environment and the resulting negative impact on the Group’s performance reported at current exchange rates.

“We are particularly proud of the excellent results that we are achieving so far in 2014: we once again set record results for the second quarter thanks to well balanced and organic growth,” said Andrea Guerra, Chief Executive Officer at Luxottica. “The increase in profitability remains a priority for the Group, as we continue to pursue sustained net sales growth and the expansion of our business into new channels and markets.”

“Our free cash flow3 continues to improve, consolidating our ability to seize growth opportunities wherever they happen to be. The start to the third quarter confirms a solid and well balanced growth trend across all businesses and markets.”

“Looking ahead, we are entering the second half of the year with confidence and optimism. We laid the groundwork for even more robust growth due to the huge commitment and outstanding work from the entire Group since the start of the year. Moreover, we believe that the negative exchange rate effect will gradually decline thanks to a more favorable basis of comparison between the major currencies”.

Turning to the Group’s operating performance during the period, operating income for the second quarter of 2014 was Euro 396 million (+6.9% over the adjusted3,5 Euro 371 million operating income reported during the second quarter of 2013). The Group’s operating margin increased from adjusted3,5 18.4% in the second quarter of 2013 to 19.2% in the second quarter of 2014.

During the first six months of the year, operating income was Euro 666 million, an increase of 3.2% from the adjusted3,5 Euro 645 million reported in the first half of 2013. Operating margin rose from an adjusted3,5 16.6% in 2013 to 17.1% in the first half of 2014.

Net income for the second quarter of 2014 increased to Euro 235 million (+8.0% over the adjusted3,5 Euro 218 million reported during the second quarter of 2013), resulting in EPS (earnings per share) of Euro 0.49 (at an average €/US$ exchange rate of 1.3711). EPS in U.S. dollars was US$ 0.68.

In the second quarter of 2014, operating profitability and strict control over working capital enabled Luxottica to generate positive free cash flow3 in the amount of Euro 321 million compared to Euro 200 million in the second quarter of 2013. After paying dividends of Euro 308 million during the second quarter, net debt3 as of June 30, 2014 was Euro 1,429 million (Euro 1,461 million at the end of 2013), with a ratio of net debt to adjusted EBITDA3,5 of 1.0x, in line with the first quarter of the year.

Wholesale Division

The Wholesale Division delivered robust sales results in the major geographic areas in which it operates with double-digit growth in the second quarter of 2014 compared to the same quarter of 2013 (+10.3% at constant exchange rates2). In particular, emerging markets (China, Brazil, India and Turkey), North America and Continental Europe (Germany, France, the UK and the Nordics) were the geographic areas that delivered the strongest performance.

The ongoing success of Oakley and Ray-Ban in all markets, solid results in the premium and luxury segment and the Wholesale Division’s consistent ability to promote each brand’s distinctive traits drove Luxottica’s excellent results in the second quarter of 2014 in terms of both net sales and profitability.

Specifically, the Wholesale Division’s total net sales for the quarter increased to Euro 935 million (+10.3% at constant exchange rates2). The Wholesale Division’s total net sales for the first half of the year increased to Euro 1,739 million (+9.2% at constant exchange rates2).

3

In the second quarter the Wholesale Division’s operating income was Euro 262 million, an increase of 8.4% from an adjusted3,5 Euro 242 million in the second quarter of 2013. Operating margin increased to 28.1% from adjusted3,5 27.5% in the second quarter of 2013.

For the first half of the year, the Wholesale Division’s operating income amounted to Euro 456 million, an increase of 6.0% from an adjusted3,5 Euro 430 million in the first half of 2013. Operating margin increased to 26.2% in the first half of 2014 from adjusted3,5 25.9% in the same period of 2013.

Retail Division

Net sales for the Retail Division were Euro 1,125 million in the second quarter of 2014 compared to Euro 1,138 million in the second quarter of 2013 (+4.3% at constant exchange rates2; -1.1% at current exchange rates).

Net sales for the Retail Division were Euro 2,163 million in the first half of 2014 compared to Euro 2,221 million in the first half of 2013 (+3.0% at constant exchange rates2; -2.6% at current exchange rates).

The Retail Division’s operating income for the second quarter of 2014 rose to Euro 182 million, with an increase of 1.5% compared to Euro 180 million in the same period of 2013. Operating margin increased from 15.8% in the second quarter of 2013 to 16.2% in the second quarter of 2014.

The Retail Division’s operating income for the first half of the year was Euro 307 million, a decrease of 1.6% compared to Euro 312 million in the first half of 2013. The Retail Division’s operating margin increased from 14.0% in the first half of 2013 to 14.2% in the first half of 2014.

For the second quarter of 2014, comparable store sales4 in the Retail Division’s optical segment were positive, with excellent performance in China. In North America, LensCrafters reported an increase in comparable store sales4 of +0.9%, building on the trend that began in April when comparable store sales4 returned to be positive.

Sunglass Hut, the Group’s sun specialty chain, significantly contributed to the Retail Division’s results thanks to the successful execution of initiatives launched during the quarter, continued global expansion and the ability to consistently attract new consumers and engage them in the brand experience. As a result of this success, Sunglass Hut globally increased comparable store sales4 by +9.9%, driven by excellent results in Iberia, South Africa and Latin America and robust growth in North America.

§

The results for the second quarter and first six months of 2014 will be discussed today at 6:30PM (CET) during a conference call with the financial community. The presentation will be available via live webcast at www.luxottica.com.

§

The officer responsible for preparing the Company’s financial reports, Enrico Cavatorta, declares, pursuant to Article 154-bis, Section 2, of the Consolidated Law on Finance, that the accounting information contained in this press release is consistent with the data in the supporting documents, books of accounts and other accounting records.

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Luxottica Group — Contacts

Notes on the press release

(1) All comparisons, including percentage changes, are between the three-month and six-month periods ended June 30, 2014 and June 30, 2013, respectively.

(2) Figures at constant exchange rates have been calculated using the average exchange rate of the respective comparative period in the previous year. For further information, please refer to the attached tables.

(3) EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted operating income/profit, adjusted operating margin, free cash flow, net debt, net debt/adjusted EBITDA ratio, and adjusted EPS are not measures in accordance with IAS/IFRS. For further information on such non-IAS/IFRS measures, please refer to the attached tables.

(4) Comparable store sales reflect the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period, and applies to both periods the average exchange rate for the prior period and the same geographic area.

(5) Adjusted data for the second quarter and first half of 2013 exclude non-recurring costs relating to the integration of Alain Mikli International equivalent to a Euro 9.0 million adjustment to operating income (approximately Euro 6 million on an after-tax basis).

(6) At current exchange rates the Wholesale Division’s net sales in the second quarter of 2014 increased by 5.6% and by 11.1% in Europe and in emerging markets respectively.

Luxottica Group S.p.A.

Luxottica Group is a leader in premium, luxury and sports eyewear with over 7,000 optical and sun retail stores in North America, Asia-Pacific, China, South Africa, Latin America and Europe, and a strong, well-balanced brand portfolio. House brands include Ray-Ban, the world’s most famous sun eyewear brand, Oakley, Vogue Eyewear, Persol, Oliver Peoples, Alain Mikli and Arnette, while licensed brands include Giorgio Armani, Bulgari, Burberry, Chanel, Coach, Dolce & Gabbana, Donna Karan, Polo Ralph Lauren, Prada, Michael Kors, Starck Eyes, Tiffany and Versace. In addition to a global wholesale network involving 130 different countries, the Group manages leading retail chains in major markets, including LensCrafters, Pearle Vision and ILORI in North America, OPSM and Laubman & Pank in Asia-Pacific, LensCrafters in China, GMO in Latin America and Sunglass Hut worldwide. The Group’s products are designed and manufactured at its six manufacturing plants in Italy, three wholly owned plants in the People’s Republic of China, one plant in Brazil and one plant in the United States devoted to the production of sports eyewear. In 2013, Luxottica Group posted net sales of more than Euro 7.3 billion. Additional information on the Group is available at www.luxottica.com.

Safe Harbor Statement

Certain statements in this press release may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, the ability to manage the effects of the current uncertain international economic outlook, the ability to successfully acquire and integrate new businesses, the ability to predict future economic conditions and changes to consumer preferences, the ability to successfully introduce and market new products, the ability to maintain an efficient distribution network, the ability to achieve and manage growth, the ability to negotiate and maintain favorable license agreements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, the ability to protect intellectual property, the ability to maintain relations with those hosting our stores, computer system problems, inventory-related risks, credit and insurance risks, changes to tax regimes as well as other political, economic and technological factors and other risks and uncertainties referred to in Luxottica Group’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and we do not assume any obligation to update them.

- APPENDIX FOLLOWS –

5

LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE THREE-MONTH PERIODS ENDED

JUNE 30, 2014 AND JUNE 30, 2013

In accordance with IAS/IFRS

6

LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 2014 AND JUNE 30, 2013

In accordance with IAS/IFRS

7

LUXOTTICA GROUP

CONSOLIDATED INCOME STATEMENT

FOR THE THREE-MONTH PERIODS ENDED

JUNE 30, 2014 AND JUNE 30, 2013

In accordance with IAS/IFRS

Notes :

(1) Except earnings per share (ADS), which are expressed in Euro

8

LUXOTTICA GROUP

CONSOLIDATED INCOME STATEMENT

FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 2014 AND JUNE 30, 2013

In accordance with IAS/IFRS

Notes :

(1) Except earnings per share (ADS), which are expressed in Euro

9

LUXOTTICA GROUP

CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS

10

LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE SIX-MONTH PERIODS ENDED

JUNE 30, 2014 AND JUNE 30, 2013

- SEGMENTAL INFORMATION -

In accordance with IAS/IFRS

11

Non-IAS/IFRS Measures: Adjusted measures

In order to provide a supplemental comparison of current period results of operations to prior periods, we have adjusted for certain non-recurring transactions or events.

We have made such adjustments to the following measures: EBITDA, EBITDA margin, operating income, operating margin, net income and earnings per share.

For comparative purposes, management has made adjustments to fiscal year 2013 measures as described in the footnotes to the tables that contain such fiscal year 2013 data.

The Company believes that these adjusted measures are useful to both management and investors in evaluating the Company’s operating performance compared with that of other companies in its industry because they exclude the impact of non-recurring items that are not relevant to the Company’s operating performance.

The adjusted measures referenced above are not measures of performance in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IAS/IFRS).  We include these adjusted measures in this presentation in order to provide a supplemental view of operations that excludes items that are unusual, infrequent or unrelated to our ongoing core operations.

These adjusted measures are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IAS/IFRS.  Rather, these non-IAS/IFRS measures should be used as a supplement to IAS/IFRS results to assist the reader in better understanding the operational performance of the Company.  The Company cautions that these adjusted measures are not defined terms under IAS/IFRS and their definitions should be carefully reviewed and understood by investors.  Investors should be aware that Luxottica Group’s method of calculating these adjusted measures may differ from methods used by other companies.

The Company recognizes that there are limitations in the usefulness of adjusted measures due to the subjective nature of items excluded by management in calculating adjusted comparisons.  We compensate for the foregoing limitations by using these adjusted measures as a comparative tool, together with IAS/IFRS measures, to assist in the evaluation of our operating performance.

See the tables on the following pages for a reconciliation of the adjusted measures discussed above to their most directly comparable IAS/IFRS financial measures or, in the case of adjusted EBITDA and adjusted EBITDA margin, to EBITDA and EBITDA margin, respectively, which are also non-IAS/IFRS measures. For a discussion of EBITDA and EBITDA margin and a reconciliation of EBITDA and EBITDA margin to their most directly comparable IAS/IFRS financial measures, see the tables on the pages immediately following the reconciliation of the adjusted measures.

12

Non-IAS/IFRS Measure: Reconciliation between reported and adjusted P&L items

Millions of Euro

Luxottica Group