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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

For the quarter ended June 30, 2009

COMMISSION FILE NO. 1 – 10421

LUXOTTICA GROUP S.p.A.

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

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  Form 20-F x  Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.      Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-  

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FORM 6-K

for the quarter

ended June 30 of

Fiscal Year 2009

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INDEX TO FORM 6—K

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ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS -U.S. GAAP-
JUNE 30, 2009 AND DECEMBER 31, 2008

See Condensed Notes to Consolidated Financial Statements

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CONSOLIDATED BALANCE SHEETS -U.S. GAAP-
JUNE 30, 2009 AND DECEMBER 31, 2008

See Condensed Notes to Consolidated Financial Statements

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STATEMENTS OF CONSOLIDATED INCOME - U.S. GAAP-
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)

(1) Amounts in thousands except per share data.

See Condensed Notes to Consolidated Financial Statements

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STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME -U.S. GAAP-

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)

See Condensed Notes to Consolidated Financial Statements

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STATEMENT OF CONSOLIDATED STOCKHOLDERS' EQUITY - U.S. GAAP -

FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)

See Condensed Notes to Consolidated Financial Statements

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STATEMENTS OF CONSOLIDATED CASH FLOWS -U.S. GAAP -

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)

See Condensed Notes to Consolidated Financial Statements

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STATEMENTS OF CONSOLIDATED CASH FLOWS -U.S. GAAP -

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)

(1) Additions, excluding the change in accounts payable related to Property, Plant & Equipment, are Euro 89.5 million and Euro 130.4 million as of June 30, 2009 and 2008 respectively.

See Condensed Notes to Consolidated Financial Statements

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.          BASIS OF PRESENTATION

The accompanying consolidated balance sheet as of June 30, 2009 and the related statements of consolidated income and cash flows for the six months ended June 30, 2009 and 2008, the statement of consolidated comprehensive income for the six months ended June 30, 2009 and 2008 and the statement of consolidated stockholders’ equity for the six months ended June 30, 2009 of Luxottica Group S.p.A. (the “Company”, and together with its subsidiaries the “Group”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are derived from unaudited financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly present the financial position, results of operations and cash flows as of June 30, 2009 and 2008 and for the six months ended June 30, 2009 and 2008, have been made.

The interim consolidated financial statements should be read in conjunction with the Group’s audited consolidated financial statements as of and for the year ended December 31, 2008. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accounting policies have been consistently applied by the Group and are consistent with those applied in the Group’s annual report on Form 20-F for its fiscal year ended December 31, 2008. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the operating results for the full year.

The December 31, 2008 balance sheet was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. However, the Group believes that the disclosures are adequate to make the information presented not misleading.

The presentation of certain prior year information has been reclassified to conform to the current year presentation.

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In accordance with new SFAS No. 165, the Company evaluated subsequent events through September 28, 2009, the date that the Company’s financial statements for the quarter ended June 30, 2009 were available to be issued.

2.          INVENTORIES

Inventories consisted of the following (in thousands of Euro):

3.          EARNINGS PER SHARE

Earnings per share are computed by dividing net income by the number of weighted average shares outstanding during the period. Basic earnings per share are based on the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are based on the weighted average number of ordinary shares and ordinary share equivalents (options) outstanding during the period.

4.          STOCK OPTION AND PERFORMANCE PLANS

Options to purchase an aggregate of 18,095,500 ordinary shares of the Group were outstanding at June 30, 2009. Outstanding options granted under the Group’s Stock Option Plans (10,845,500 ordinary shares) become exercisable in either three equal annual installments, two equal installments in the second and third years of the three-year vesting period or 100 percent vesting on the third anniversary of the date of grant. All options expire on or before March 14, 2017. During the first six months of 2009, 169,500 options were exercised.

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Performance-based options granted in 2004 under the 2004 Stock Option Plan (1,000,000 ordinary shares) became exercisable on January 31, 2007. During the first six months of 2009, no options from this grant were exercised.

On September 14, 2004, the Group announced that its majority stockholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l. (subsequently merged into Delfin S.a.r.l.), a holding company of the Del Vecchio family, representing at that time 2.11 percent (or 9.6 million shares) of the Group’s authorized and issued share capital, to a stock option plan for top management of the Group. The stock options to be issued under the stock option plan vested upon the meeting of certain economic objectives as of June 30, 2006 and, as such, the holders of these options became entitled to exercise such options beginning on that date until their termination in 2014. During the first six months of 2009, no options from this grant were exercised.

In May 2008, a Performance Shares Plan for top managers within the Group as identified by the Board of Directors of the Group (the “Board”) (the “2008 PSP”) was adopted. The 2008 PSP is intended to strengthen the loyalty of the Group’s key employees and to recognize their contribution to the Group’s success on a medium-to long-term basis. The beneficiaries of the 2008 PSP are granted the right to receive ordinary shares, without consideration, at the end of the three-year vesting period, and subject to achievement of certain Group performance targets to be determined by the Board. The 2008 PSP has a term of five years, during which time the Board may resolve to issue different grants to the 2008 PSP’s beneficiaries. The 2008 PSP covers a maximum of 6,500,000 ordinary shares. Each annual grant will not exceed 2,000,000 ordinary shares. On May 13, 2008, the Board granted 1,203,600 rights to receive ordinary shares. As of June 30, 2009 there were 1,125,600 options outstanding.

Pursuant to the PSP plan adopted in 2008, on May 7, 2009, the Board of Directors granted certain of our key employees 1,435,000 rights to receive ordinary shares (“PSP 2009”).

On the same day the Board of Directors authorized the reassignment of new options to employees who were then beneficiaries of the stock option grants approved in 2006 and 2007 and held options with an exercise price, considering market conditions and the financial crisis, at such time that was undermining the

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performance incentives that typically form the foundation of these plans. The Board of Directors therefore approved the grant of new options to the beneficiaries of the abovementioned stock option grants, which will be exercisable — conditional upon the surrender of the options granted in 2006 and/or 2007 — at an exercise price determined pursuant to the provisions of the 2001 and 2006 Stock Option Plans and, therefore, consistent with the market values of Luxottica shares on the date of grant of the new options. The new options will vest after three years in 2012, while the original options would have vested in 2009 and 2010 for the 2006 and 2007 Stock Option Plans, respectively.

In connection with the reassignment of options to employees not domiciled in the United States:

(1) 85 employee-beneficiaries of the 2006 and 2007 stock option grants surrendered the options previously granted to them under the above-mentioned grants in order to be assigned new options granted by the Board of Directors on May 7, 2009. Each such beneficiary was assigned options granting the right to purchase the same number of Luxottica Group ordinary shares that were subject to the options he or she previously held pursuant to the above-mentioned grants, for a total amount of 2,060,000 options. The new options were granted under the 2006 stock option plan at an exercise price of Euro 13.45 per share.

(2) 10 employee-beneficiaries of the 2006 3-year extraordinary stock option grant surrendered the options previously granted to them under the above-mentioned grant in order to be assigned new options granted by the Board of Directors on May 7, 2009. Each such beneficiary was assigned options granting the right to purchase the same number of Luxottica Group ordinary shares that were subject to the options he or she previously held pursuant to the above-mentioned grant, reduced by 50%, for a total amount of 4,250,000 options. The new performance options were granted under the 2006 stock option plan at an exercise price of Euro 13.45 per share.

The reassignment of options for employees domiciled in the U.S. was structured as a tender offer. The offer expired on June 12, 2009. All outstanding eligible options that were properly tendered under the reassignment program by eligible employees have been accepted.

Pursuant to the terms of the reassignment program, Luxottica accepted for

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cancellation options to purchase 3,725,000 ordinary shares, representing approximately 99.6% of the shares underlying all eligible options held by U.S. employees. Of this amount, 825,000 shares were subject to options issued under the 2006 and 2007 stock option grants, while 2,900,000 shares were subject to options issued under the 2006 3-year extraordinary performance stock option grant. Pursuant to the terms and conditions of the reassignment program, on June 12, 2009, Luxottica issued new options to purchase an aggregate of 2,275,000 ordinary shares to U.S. employees who properly tendered eligible options, consisting of options issued under the Luxottica 2001 Stock Option Plan to purchase an aggregate of 825,000 ordinary shares and new performance options issued under the Luxottica 2006 Stock Option Plan to purchase an aggregate of 1,450,000 ordinary shares (equal to half the rights previously granted).

The new options issued under the Luxottica 2001 Stock Option Plan have an exercise price of Euro 15.03 per share. The new performance options issued under the Luxottica 2006 Stock Option Plan have an exercise price of Euro 15.11 per share.

At the same Board of Directors meeting held on May 7, 2009 a total of 1,050,000 stock options were awarded to the Company’s employees and the employees of its subsidiaries. The stock options were awarded under the 2006 Stock Option Plan.

5.          INCOME TAXES

The Company provides for tax uncertainties in accordance with Financial Accounting Interpretation no. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109”. FIN 48 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. In addition, it provides additional requirements regarding measurement, de-recognition, disclosure, interest and penalties and classification. FIN 48 is applied to all existing tax positions for all open tax periods as of the date of adoption.

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The aggregate unrecognized tax benefit as of June 30, 2009 is Euro 59.1 million (Euro 58.1 million as of December 31, 2008). The Group does not anticipate the unrecognized tax benefits to change significantly in the twelve-month period ending June 30, 2010.

The Group recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Group’s accrual for penalties and interest related to the uncertain tax benefits noted above, during the six-month period ended June 30, 2009 and 2008, were immaterial. As of June 30, 2009, the Group has recognized a liability for penalties of approximately Euro 3.5 million (Euro 3.6 million as of December 31, 2008) and interest of approximately Euro 8.5 million (Euro 7.5 million as of December 31, 2008).

The Group’s major tax jurisdictions consist of Italy, U.S. and Australia. As of June 30, 2009, tax years that remain subject to examination by the relevant tax authorities are as follows:

6.          SEGMENTS AND RELATED INFORMATION

The Group operates in two industry segments: (1) manufacturing and wholesale distribution and (2) retail distribution.

The following tables summarize the segmental information deemed essential by the Group’s management for the purpose of evaluating the Group’s performance and for making decisions about future allocations of resources.

Following several changes over recent years within Luxottica Group’s organizational structure described below, management has decided, beginning in 2009, to use a different methodology to review the results of each segment for performance evaluation purposes. In particular, the main changes regarded:

·      the recent integration of Oakley has increased significantly the volume of inter-company transactions from the Manufacturing and Wholesale to the Retail segment, but, has diminished the significance of those transactions

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for evaluating the performance of the Manufacturing and Wholesale segment;

·      the increased use of full profitability measures (i.e. adding manufacturing profit to the retail profit) when making decisions regarding product and brand allocation within the Retail Distribution segment.

Therefore it is the opinion of Management that, for 2009, the prior method for reporting disaggregated information by business segment could not be fully aligned with the current way used to review the information. Accordingly, in 2009 and in compliance with SFAS 131 requirements, the Segment Reporting information will change as described below.

Net sales and income from operations for each reporting segment is calculated as follows

1.   Manufacturing and Wholesale Distribution:

·      Net Sales will include sales to third-party customers only; inter-company sales to the Retail Distribution segment will not be included;

·      Therefore, Income from Operations will be related to net sales to third-party customers only; the so-called “manufacturing profit” generated on the inter-company sales to the Retail Distribution segment will not be included in this segment;

2.   Retail:

·      Net sales to the retail consumers are included;

·      Income from Operations will be related to the retail sales, considering the cost of goods acquired from the Manufacturing and Wholesale Distribution segment at manufacturing cost, therefore including the so-called “manufacturing profit” of those sales, no longer reported under the Manufacturing and Wholesale Distribution segment’s income from operations;

3.    The Inter-Segment Transactions and Corporate Adjustments column was modified as follow:

·      Net sales will become inapplicable, since there will be no inter-company sales between the segments. The sum of third-party wholesale sales and retail sales will match the consolidated net sales figures;

·      Income from operations will be the sum of the following two different effects, since the profit-in-stock will not be required to be eliminated in consolidation:

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a)     corporate costs not allocated to a specific segment;

b)    amortization of acquired intangible assets.

7.          COMMITMENTS AND CONTINGENCIES

The Group becomes involved in legal and regulatory proceedings from time to time, some of which are significant. The timing and outcome of these proceedings are inherently uncertain and the outcomes of certain proceedings, as disclosed in the Group’s Annual Report on Form 20-F for the year ended December 31, 2008, could have a material adverse effect on the Group’s business, financial position or future operating results. It is the opinion of management that the Group has meritorious defenses against such claims, which the Group will vigorously pursue.

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8.         NEW ACCOUNTING PRONOUNCEMENTS

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” This Statement sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This Statement is effective for interim and annual periods ended after June 15, 2009.

In December 2007, SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment to ARB No. 51” was issued and became effective for the Company as of January 1, 2009. This statement requires specific presentation for the noncontrolling interest in a consolidated subsidiary equity and operations to be reported. Pursuant to the transition provisions of SFAS No. 160, the Company retrospectively applied the presentation and disclosure requirements.

9.         SUBSEQUENT EVENTS

On July 16, 2009, the Company acquired a 40 percent participation in Multiopticas Internacional S.L. (“MISL”). MISL currently owns over 390 eyewear stores operating under the GMO, Econoptics and SunPlanet retail brands in Chile, Peru, Ecuador and Colombia. Please see “Recent Developments” for further information.

On August 17, 2009 the Company and Myer, Australia’s largest department store group and a market leader in Australian retailing, announced the signing of an agreement to roll out a shop-in-shop retail concept to all 65 Myer stores across Australia over the next few months, managed by Sunglass Hut. Please see “Recent Developments” for further information.

On September 18, 2009 the Board of Directors of the Company called a stockholders’ meeting for October 29, 2009, in order to propose the payment of a dividend of Euro 0.22 per ordinary share, resulting in a total dividend payment of over Euro 100 million. Based on the timetable established by Borsa Italiana, the Milan Stock Exchange, if approved by stockholders, the dividend will be

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paid in Euros to holders of ordinary shares on November 26, 2009. Deutsche Bank Trust Company Americas, the depositary of the Company’s ordinary shares represented by American Depositary Receipts (ADRs), will pay the dividend in U.S. dollars to ADR holders on December 4, at the Euro/U.S. dollar exchange rate on November 27, 2009. The ex-dividend date for both holders of ordinary shares and ADRs will be November 23, 2009.

On the same date, the Company announced the launch of the share buyback program, which will begin on September 21, 2009. The share buyback program was approved by stockholders at the May 13, 2008 stockholders’ meeting to implement its Performance Shares Plan. The program will allow the purchase on the Milan Stock Exchange’s Mercato Telematico Azionario (“MTA”) by the Company, in accordance with Article 144-bis, paragraph 1, letter b) of the Regulations for Issuers released by Consob under Resolution no. 11971/99, of a number of shares equivalent to the 6,434,786 treasury shares currently held by its subsidiary Arnette Optics Illusions Inc. (“Arnette”). In parallel with the purchases of shares by the Company, Arnette will sell on the MTA the 6,434,786 Luxottica Group treasury shares it currently holds. As a result, Luxottica Group will have direct control of a number of shares equal to those currently indirectly controlled through its subsidiary.

The original stockholders’ resolution, which authorized the buyback of up to a maximum of 18,500,000 ordinary shares, will expire on November 13, 2009. Consequently, at the upcoming Meeting the Board of Directors will submit to Stockholders for approval a new authorization to buyback up to a maximum of 18,500,000 ordinary shares, currently representing 3.99 percent of the Company’s share capital, for a maximum value of Euro 370,000,000. The new authorization, if approved by stockholders, will be valid for a period of 18 months from the date of the meeting. Please see “Recent Developments” for further information.

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ITEM 2. COMMENTS ON FINANCIAL RESULTS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2009 AND 2008

The following discussion should be read in conjunction with the disclosure contained in our Annual Report on Form 20-F for the year ended December 31, 2008, which contains, among other things, a discussion of the risks and uncertainties that could affect our future operating results or financial condition, as well as our significant accounting policies.

OVERVIEW

We are a leader in the design, manufacturing and distribution of fashion, luxury and sports eyewear operating in two industry segments: (1) manufacturing and wholesale distribution and (2) retail distribution. Through our manufacturing and wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of house brands and designer lines of mid- to premium-priced prescription frames and sunglasses and, with the acquisition of Oakley, Inc. (“Oakley”) in November 2007, we became a designer, manufacturer and worldwide distributor of performance optics products. Through our retail operations, as of June 30, 2009, we owned and operated 5,647 retail locations worldwide and franchised or licensed an additional 543 locations principally through our retail brands, which include, among others, LensCrafters, Sunglass Hut, Pearle Vision, ILORI, The Optical Shop of Aspen, OPSM, Laubman & Pank, Budget Eyewear, Bright Eyes, Oakley “O” Stores and Vaults, David Clulow and our Licensed Brands (Sears Optical and Target Optical). At June 30, 2009, our retail operations by geographic region and significant trade names were as follows:

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Our net sales include direct sales of finished products manufactured under our house brands or our designer lines to opticians and other independent retailers through our wholesale distribution channels and sales directly to consumers through our retail businesses.

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Demand for our products is largely dependent on the discretionary spending power of the consumers in the markets in which we operate, as well as on our ability to offer products that meet the ever changing tastes of the mid to high-end consumers.

Our results of operations, which are reported in Euro, are subject to currency rate fluctuations particularly between the Euro and the U.S. dollar due to our significant U.S. business. The U.S. dollar/Euro exchange rate has fluctuated from an average exchange rate of Euro 1.00 = U.S. $1.5304 in the first six months of 2008 to Euro 1.00 = U.S. $1.3320 in the first six months of 2009. Additionally, our results of operations are also susceptible to currency rate fluctuations between the Euro and the Australian dollar (“AUD”), due to our large retail presence in Australia. The Australian dollar/Euro exchange rate has fluctuated from an average exchange rate of Euro 1.00 = AUD 1.6546 in the first six months of 2008 to Euro 1.00 = AUD 1.8801 in the first six months of 2009. Although we engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, currency fluctuations have impacted our reported revenues and net income during the periods discussed herein. Fluctuations in currency exchange rates could significantly impact our reported financial results in the future.

The Oakley Merger

On November 14, 2007, we completed the merger with Oakley, for a total purchase price of approximately U.S.$2.1 billion. Since the consummation of the acquisition, we have begun to implement our strategic integration plan with respect to Oakley. We immediately launched a full portfolio of project tasks, with specific objectives, dedicated joint teams and designated accountabilities to address key integration and synergy areas, with direct significant involvement of our top management.

We expect that our integration with Oakley will result in synergies in the following areas:

·              international wholesale development;

·              developments related to specific brands (especially Revo and Arnette);

·              sourcing retail operations synergies in the key markets of North America and Asia-Pacific; and

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·              general and administrative expenses.

Currently, all integration project activities are proceeding substantially according to the plan. In particular, specific integration tasks have been completed, including the integration of the retail operations in North America, the integration of the Oakley dedicated sales force and marketing within the Luxottica commercial infrastructure in selected European countries and joint sourcing initiatives, while others are in the implementation or detailed planning phase and are expected to be executed within the planned timeframe.

We expect that the transaction will result in operating synergies, driven by revenue growth and efficiencies. We are currently on schedule to realize the initial estimate of efficiencies.

The primary factors that may influence our ability to execute our integration plans and realize the anticipated cost savings include:

·              difficulty in integrating the newly-acquired business and operations in an efficient and effective manner;

·              inability to achieve strategic objectives, cost savings and other benefits from the acquisition;

·              difficulty integrating Oakley’s human resources systems, operating systems, inventory management systems, and assortment planning systems with our systems; and

·              the cultural differences between our organization and Oakley’s organization.

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RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

The following table sets forth for the periods indicated the amount and percentage of net sales represented by certain items included in our statements of consolidated income (in thousands of Euro).