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

March 3, 2015

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

Piazzale Cadorna 3, MILAN, 20123 ITALY
(Address of principal executive office)

Set forth below is the text of a press release issued on March 2, 2015

Luxottica net sales and profits reached record highs in 2014

Proposed cash dividend equal to 100% of adjusted3,5 net income: an increase to Euro 1.44 per share from Euro 0.65 in 2013

·                Group’s adjusted3,5 net sales up by 6.7% at constant exchange rates2 (reported net sales +6.1% at constant exchange rates2) and up by 5.3% at current exchange rates in 2014

o              Wholesale Division’s net sales up by 8.6% at constant exchange rates2 (+6.8% at current exchange rates)

o                Retail Division’s comparable store sales4 up by 4%

·                Solid increase in adjusted3,5 operating income: +10.6%, adjusted3,5 operating margin up by 70bps

·                Strong growth in adjusted3,5 net income: +11.4% to Euro 687 million

·                Record free cash flow3 generation: Euro 802 million

Milan (Italy), March 2, 2015 - 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 to review the consolidated net sales and preliminary results for the fourth quarter and full fiscal year of 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IAS/IFRS).

Fiscal year 20141

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Fourth quarter of 20141

Luxottica reached record net sales and profits in 2014, confirming the strength of its vertically integrated business model and its continued ability to achieve growth. Along with the strategic organizational decisions made and executed in 2014, these positive results set the foundation for sustainable and profitable growth in 2015 and beyond.

“This is a terrific moment for Luxottica.” – commented Massimo Vian and Adil Khan, Chief Executive Officers of Luxottica – “The acceleration of sales and profitability in the fourth quarter gave us strong momentum going into 2015. We closed another record year of strong sales and profitability growth, we generated an outstanding Euro 802 million in free cash flow3, allowing us to pay a cash dividend of Euro 1.44 per share, more than doubled compared to 2013.

The power of our brand portfolio continued to be a huge success factor in an increasingly global and complex market. Strong performance in both Wholesale and at our major Retail businesses, particularly the sustained growth at Sunglass Hut and the progressive improvement at LensCrafters, resulted in a solid, all-around performance. These results are especially gratifying, given that they were achieved in a challenging global economic environment.

In 2015, we expect solid revenue growth and profitability to grow twice that of sales, as it has for the past five years, and we see continued growth across businesses in developed and new markets, with bright spots including Ray-Ban, Oakley and Sunglass Hut.

Our competitive position is stronger than ever. The industry is young and there are still many opportunities for organic and external growth ahead. We’ll continue to drive innovation and develop

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new competencies to reap the benefits, bringing us to the point where we double sales to Euro 15 billion over the next 10 years.”

Performance for the full year and the fourth quarter of 20141

In fiscal 2014, Luxottica recorded adjusted3,5 net sales growth of 5.3% (+6.7% at constant exchange rates2) to over Euro 7.6 billion. The Wholesale and Retail divisions both contributed to the Company’s strong results.

In the fourth quarter of 2014, adjusted3,5 net sales grew by 14.9% (+9.3% at constant exchange rates2) reaching Euro 1.9 billion, benefitting from a favorable exchange rate effect.

North America was the primary driver of growth in Group net sales in 2014, recording an increase in total adjusted3,5 net sales in US dollars of 5.3% (+12.2% in the fourth quarter of 2014). This confirms the demand American consumers have for Luxottica’s brands and eyewear collections and supports the strength of the business in both traditional and new channels, such as department stores and e-commerce. The performance in Europe6 was positive overall, with increased net sales of 4.6% at constant exchange rates2 for the full year, which reflects market share growth in major European markets. Emerging markets6 continued to yield excellent results with net sales increasing at constant exchange rates2 by 17.6% for the full year and by 14.7% in the fourth quarter of 2014. China and Brazil6, over the course of the year, increased net sales by 19.3% and 19.9% respectively at constant exchange rates2, despite a challenging macroeconomic environment.

Adjusted3,5 operating income for 2014 amounted to a record Euro 1,177.6 million, up 10.6% from an adjusted3,5 Euro 1,064.7 million in 2013 with an adjusted3,5 operating margin of 15.3% (14.6% in 2013). Adjusted3,5 operating income in the fourth quarter was Euro 215.1 million, resulting in an operating margin of 11.4%3,5 (10% in the same period of 2013).

Adjusted3,5 net income for the full year 2014 amounted to Euro 687.4 million, up by 11.4% from an adjusted3,5 Euro 617.3 million for 2013, corresponding to adjusted earnings per share (EPS)3,5 of Euro 1.44 (or US dollars 1.92, at an average €/US$ exchange rate of 1.3285). In the fourth quarter of 2014, adjusted3,5 net income was Euro 121.6 million, or adjusted3,5 EPS of Euro 0.25 (US$ 0.32 at an average €/US$ exchange rate of 1.2498), compared with adjusted3,5 net income of Euro 92.6 million, or adjusted3,5 EPS of Euro 0.20 in the fourth quarter 2013. The adjustment to net income in the fourth quarter of 2014 relates to the tax audit by Italian authorities in respect of the 2008, 2009, 2010 and 2011 tax years which ended with a tax audit report based on the same claim made with reference to the 2007 tax year regarding transfer pricing policies. With reference to claims for the 2009, 2010 and 2011 tax years, Luxottica has agreed to pay approximately Euro 64 million. The impact on 2014 net income amounted to Euro 30.3 million given the partial offset of available provisions.

Free cash flow3 increased to a record Euro 802 million for the twelve months ended December 31, 2014 compared with Euro 648 million5 for the twelve months ended December 31, 2013 as a result of improved profitability and continuous and efficient working capital management. Consequently, net debt3 at December 31, 2014 decreased to Euro 1,013 million (Euro 1,461 million at fiscal year-end 2013), with a net debt/adjusted EBITDA3,5 ratio of 0.6x compared to 1.0x at fiscal year-end 2013.

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Wholesale Division: strong trading environment in North America and emerging markets

In 2014, the Wholesale Division’s net sales rose by 8.6% at constant exchange rates2 to Euro 3.2 billion. The Division’s operating income amounted to Euro 725 million, up by 10% from an adjusted3,5 Euro 658 million in 2013, resulting in an operating margin of 22.7% (22%3,5 in 2013).

In the fourth quarter of 2014, the Wholesale Division recorded net sales of Euro 704 million (+6.5% at constant exchange rates2) and operating income of Euro 109 million (+16% from Euro 94 million in 2013). In percentage terms, the operating margin rose to 15.5% from 14.6% in the fourth quarter of 2013.

The Division’s performance in 2014 was led by outstanding growth in North America, with net sales up by 11.2% in US$ which outperformed the market.

In Europe6, the Wholesale Division posted an increase in net sales of 2.5% at constant exchange rates2  in 2014. This was primarily due to the lack of a sun season in the second half of the year. However, this impact was partially offset by a resilient optical business, which confirmed the Group’s ability to further strengthen its relationship with customers and gain market share.

Emerging markets continued to deliver strong sales performance. 2014 marked the first year of a dedicated subsidiary in Thailand and the entrance into Malaysia, in line with the Group’s go-direct strategy for Southeast Asia. In Latin America, Brazil6 maintained a steady pace with sales up by 17% at constant exchange rates2, soon to become the second largest wholesale market for the Group.

Retail Division: effective execution at LensCrafters in North America proves successful; Sunglass Hut expands the sun category across the globe

In 2014, adjusted3,5 net sales for the Retail Division grew by 5.4% at constant exchange rates2 to Euro 4.5 billion. Comparable stores sales4 were up by 4%, largely attributed to LensCrafters’ progressive improvement throughout the year and Sunglass Hut’s sustained growth worldwide. Operating income amounted to Euro 636 million, up by 9% from Euro 586 million in 2013, which translated into an operating margin of 14.1%3,5 (13.5% in 2013).

In the fourth quarter of 2014, the Division posted total adjusted net sales3,5 of Euro 1.2 billion, up by 11.1% at constant exchange rates2 (+18.5% at current exchange rates) and up by 5% on a comparable store sales4 basis. This growth in net sales benefited from the impact of the 53rd week on the retail business, which generated net sales of approximately Euro 60 million. Operating income rose to Euro 149 million from Euro 109 million in the same period of 2013, resulting in an operating margin of 12.5%3,5 (10.8% in the fourth quarter of 2013).

In North America, total comparable store sales4 grew by 3.3% in 2014 (+5% during the fourth quarter of 2014). LensCrafters delivered progressive improvements in comparable store sales4, which increased by 1.8% in 2014 (+6.3% in the fourth quarter of 2014).

Sunglass Hut celebrated another sunny year with total sales up by 13.5% at constant exchange rates2 and global comparable store sales4 up by 7.4%, solidifying its position as the destination for luxury and premium/fashion sunglasses. The network also registered strong improvements in its polarized sun collections, reaching record levels in North America and attracting new consumers in

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the rest of the world. In Europe, Sunglass Hut once again generated a strong increase in comparable store sales4, up by 10.1% in 2014. Similarly, double digit growth was achieved in Latin America and South Africa, which registered comparable store sales4 up by 18.9% and 16.3%, respectively, during the year.

In China (including Hong Kong), LensCrafters reported comparable store sales4 growth of 12% during the year and of 8.2% in the fourth quarter of 2014.

In Australia, the Retail Division experienced dual speed performance from Sunglass Hut and OPSM during the year. On the one hand, Sunglass Hut’s comparable store sales4 grew by 8.5%. On the other hand, OPSM was negatively affected by an increasingly competitive environment, recording an increase in comparable store sales4 of 1.7% for the full year, reflecting a slowdown in the second half of the year.

§

As a result of the continuous deleverage and the strong free cash flow generation, the Board of Directors will submit a motion to the General Meeting of Stockholders recommending the distribution of a cash dividend in the amount of Euro 1.44 per share, equal to 100% of adjusted net income3,5 of the Group, and comprised of an ordinary dividend equal to Euro 0.72 and an extraordinary dividend equal to Euro 0.72 per share. The total dividend amount will be approximately Euro 687 million.

§

The Board of Directors has agreed to convene the General Meeting of Stockholders on April 24, 2015 to approve the 2014 Statutory Financial Statements. The ordinary and extraordinary dividends will be payable in one tranche on May 20, 2015 (the coupon detachment date will be May 18, 2015 pursuant to the Borsa Italiana calendar with a record date of May 19, 2015). Regarding the American Depositary Receipts (ADRs) listed on the New York Stock Exchange, the record date will be May 19, 2015 and, according to Deutsche Bank Trust Company Americas (the depositary bank for the ADR program), the payment date for the dividend in US dollars is expected to be May 28, 2015. The dividend amount in US dollars will be determined based on the €/US$ exchange rate as of May 20, 2015. The General Meeting of Shareholders will also consider proposals relating to the election of the members of the Board of Directors and the Board of Statutory Auditors, as current terms will expire concurrently with the General Meeting and the Company’s Compensation Policy will also be submitted for review.

§

The Board Of Directors also recommends that at the General Meeting of Stockholders a resolution be adopted approving the buyback of Company shares and subsequent disposal of treasury shares. The authorization covers the purchase of a maximum of 10 million ordinary shares of the Company, representing 2.08 per cent of the share capital. The Company intends to use up to a maximum of Euro 750 million, to be withdrawn from its extraordinary reserve.

The share buyback is aimed at: (i) building a portfolio of treasury shares that can be used to replace financial resources for the performance of extraordinary finance transactions; implementing the 2013-2017 Performance Shares Plan, an equity compensation plan under which Luxottica Group shares may be awarded (at no cost) to beneficiaries and/or in connection with other compensation plans utilizing financial instruments that may be approved in the future; and (ii) supporting liquidity and stabilization activities related to the Company’s ordinary shares, facilitating the exchange thereof and backing regular market-related trends.

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If approved at the General Meeting of Stockholders, this authorization to purchase treasury shares will be valid until the next general meeting convened to approve the statutory financial statements but will not extend beyond a maximum of 18 months following the date the proposed resolution is adopted at the meeting to be held on April 24, 2015. The Company may buyback shares in one or more tranches under the authorization. Notwithstanding the foregoing, the Company may dispose of treasury shares at any time.

Ordinary shares of the Company will be bought back at a unit price that will be determined from time to time for each transaction, it being understood that this price cannot be greater or less than the reference market price of the Company’s ordinary shares on the Mercato Telematico Azionario (“MTA”) organized and managed by Borsa Italiana S.p.A. on the day preceding the relevant share purchase, increased or decreased by 10% (ten per cent), respectively.

The shares will be bought back in accordance with one of the operating methods set forth under article 144-bis, paragraph 1 of the regulations adopted by CONSOB in deliberation 11971 dated  May 14, 1999, which will be identified from time to time by the Board of Directors, and on its behalf by the Chairman or the Chief Executive Officers. In any case, any buybacks executed on the market will be carried out in accordance with the methods established by Borsa Italiana S.p.A., which does not permit the direct combination of offers to buy with predetermined offers to sell and, in any case, in compliance with the market practices allowed by CONSOB according to resolution n. 16839 adopted on March 19, 2009 and with further laws and regulations applicable to this type of transaction.

As of the date of this release, the Company holds 3,647,725 treasury shares, including treasury shares that will be granted as of March 3, 2015 under the Performance Shares Plan 2012 referenced in this release.

§

The Board of Directors, upon the recommendation of the Human Resources Committee, and as a result of Luxottica achieving a combined EPS target for the three-year period 2012-2014 set forth in the 2012 Performance Share Plan adopted on May 7, 2012, assigned a total of 498,778 Luxottica Group ordinary shares to 39 beneficiaries under the Plan. Furthermore, a cash distribution was approved for one beneficiary, whose employment ended but who was entitled to an allocation amount under the Plan’s regulations. Detailed information on this assignment will be provided pursuant to Article 84bis of the CONSOB Issuers’ Regulations, within the time limit provided by law for the publication of the remuneration report.

§

Results for fiscal year 2014 will be reviewed on March 3, 2015, starting at 8:30 AM GMT/9:30 AM CET (3:30 AM US EST) during a presentation to the financial community in Milan. The presentation will be publicly available via live webcast at www.luxottica.com/en/company/investors/results-and-presentations/webcasts

The officer responsible for preparing the Company’s financial reports, Stefano Grassi, 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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Contacts

Alessandra Senici

Group Investor Relations and Corporate Communications Director

Tel.: +39 (02) 8633 4870

Email: InvestorRelations@luxottica.com

www.luxottica.com/en/company/investors

Notes on the press release

1 All comparisons, including percentage changes, are between the three-month and twelve-month periods ended December 31, 2013 and December 31, 2014, respectively. The fiscal year and fourth quarter of 2014 for the Retail Division included 53 and 14 weeks, respectively, compared to 52 and 13 weeks in fiscal 2013.

2 Figures at constant exchange rates have been calculated using the average exchange rates in effect for the corresponding period in the previous year. For further information, please refer to the attached tables.

3 EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted net sales, adjusted operating income/profit, adjusted operating margin, free cash flow, net debt, net debt/adjusted EBITDA ratio, adjusted net income and adjusted EPS are not measures in accordance with IAS/IFRS.

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 The adjusted data for the three-month and twelve-month periods ended December 31, 2014: (i) does not take into account a change in the presentation of a component of EyeMed net sales that was previously included on a gross basis and is currently included on a net basis due to a change in the terms of an insurance underwriting agreement, resulting in a Euro 46.6 million reduction to net sales; (ii) excludes non-recurring expenses relating to redundancy incentive payments of Euro 20 million (Euro 14.5 million impact on Group net income); and (iii) excludes the Euro 30.3 million impact on net income relating to tax audits of the 2008, 2009, 2010 and 2011 tax years. The adjusted data for 2013 excludes the following items: (i) non-recurring costs relating to reorganization of Alain Mikli International acquired in January 2013 amounting to an approximately Euro 9 million adjustment to Group operating income (approximately Euro 6 million net of tax effect); (ii) Euro 26.7 impact on net income relating to a tax audit for the 2007 tax year; and (iii) an accrual relating to open tax audits for tax years after 2007 in the amount of Euro 40 million.

6 At current exchange rates (i) net sales in Europe grew by 4.5% in 2014; (ii) net sales in emerging markets grew by 11.8% and 14.9% in the fourth quarter and in 2014, respectively; (iii) net sales in China and Brazil grew by 19% and 10.2%, respectively, in 2014; (iv) Wholesale sales in Europe grew by 1.8% in the fourth quarter of 2014; (v) Wholesale  sales in Brazil grew by 7.4% in 2014.

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, DKNY, 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, two 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 2014, Luxottica Group posted net sales of over Euro 7.6 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,

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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 –

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LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE THREE-MONTH PERIODS ENDED

DECEMBER 31, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS

KEY FIGURES IN THOUSANDS OF EURO (1)

KEY FIGURES IN THOUSANDS OF U.S. DOLLARS  (1) (3)

Luxottica Group 4Q14, Table 1 of 6

LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE YEARS ENDED

DECEMBER 31, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS

KEY FIGURES IN THOUSANDS OF EURO (1)

KEY FIGURES IN THOUSANDS OF U.S. DOLLARS  (1) (3)

Luxottica Group 4Q14, Table 2 of 6

LUXOTTICA GROUP

CONSOLIDATED INCOME STATEMENT

FOR THE THREE-MONTH PERIODS ENDED

DECEMBER 31, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS

Notes:

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

Luxottica Group 4Q14, Table 3 of 6

LUXOTTICA GROUP

CONSOLIDATED INCOME STATEMENT

FOR THE YEARS ENDED

DECEMBER 31, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS

Notes:

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

Luxottica Group 4Q14, Table 4 of 6

LUXOTTICA GROUP

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2014 AND DECEMBER 31, 2013

In accordance with IAS/IFRS