FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a - 16 OR 15d - 16 OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED DECEMBER 31, 2004

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

VIA CANTÙ 2, MILAN 20123 ITALY

(Address of principal executive offices)

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

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.

LUXOTTICA GROUP S.p.A.

INDEX TO FORM 6–K

The information included in this Report is an English translation of information that Luxottica Group S.p.A. is required to file with Italian regulatory authorities but is not required to be distributed to shareholders. Luxottica Group S.p.A. will include additional information regarding its business and fiscal year ended December 31, 2004 in its  2004 Annual Report on
Form 20-F.

The audit of the financial statements as of and for the year ended December 31, 2004 included in this Report is not yet complete and, therefore, such financial statements are unaudited. Luxottica Group S.p.A.  intends to file audited financial statements for 2004 in its Annual Report on Form 20-F for such year.

LUXOTTICA GROUP S.p.A.

See Condensed Notes to Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS -US GAAP-

DECEMBER 31, 2003 (AUDITED) AND DECEMBER 31, 2004 (AUDIT PENDING)

(1)  Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

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LUXOTTICA GROUP S.p.A.

CONSOLIDATED BALANCE SHEETS -US GAAP-

DECEMBER 31, 2003 (AUDITED) AND DECEMBER 31, 2004 (AUDIT PENDING)

See Condensed Notes to Consolidated Financial Statements

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

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STATEMENTS OF CONSOLIDATED INCOME -US GAAP-

FOR THE YEAR ENDED DECEMBER 31, 2003 (AUDITED) AND 2004 (AUDIT PENDING)

See Condensed Notes to Consolidated Financial Statements

(1) Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

(2) Amounts in Thousands except per share data.

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LUXOTTICA GROUP S.p.A.

STATEMENT OF CONSOLIDATED SHAREHOLDERS’ EQUITY - US GAAP -

FOR THE YEAR ENDED DECEMBER 31, 2004 (AUDIT PENDING)

See Condensed Notes to Consolidated Financial Statements

(1)        Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

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LUXOTTICA GROUP S.p.A.

STATEMENTS OF CONSOLIDATED CASH FLOWS -US GAAP -

FOR THE YEAR ENDED DECEMBER 31, 2003 (AUDITED) AND 2004 (AUDIT PENDING)

See Condensed Notes to Consolidated Financial Statements

(1)  Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

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STATEMENTS OF CONSOLIDATED CASH FLOWS -US GAAP -

FOR THE YEAR ENDED DECEMBER 31, 2003 (AUDITED) AND 2004 (AUDIT PENDING)

See Condensed Notes to Consolidated Financial Statements

(1)  Translated at the Noon Buying Rate of Euro 1.00 = U.S. $1.3538 on December 31, 2004 (see Note 7).

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LUXOTTICA GROUP S.p.A.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.                             BASIS OF PRESENTATION

The accompanying consolidated balance sheets as of December 31, 2003 and 2004 and the related statements of consolidated income and cash flows for the years ended December 31, 2003 and 2004 and the statement of consolidated shareholders’ equity for the year ended December 31, 2004 of Luxottica Group S.p.A. and subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated balance sheet as of December 31, 2004 and the statements of consolidated income, cash flows and consolidated shareholders’ equity for the year ended December 31, 2004 are derived from financial statements for which the audit is currently pending. The audit of the financial statements as of and for the year ended December 31, 2004 included in this report is not yet complete and therefore such financial statements are unaudited. The Company intends to file audited financial statements for 2004 in its Annual Report on Form 20-F for such year. 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 December 31, 2003 and 2004 and for the years ended December 31, 2003 and 2004 have been made.

The accounting policies have been consistently applied by the Company and are consistent with those applied in the preparation of its financial statements contained in its Annual Report on Form 20-F for 2003. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements as of and for the year ended December 31, 2004 should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2003.

2.                             ACQUISITION OF OPSM

On June 16, 2003, the Company’s wholly owned subsidiary, Luxottica South Pacific Pty Limited, commenced a cash offer to acquire all of the outstanding shares, performance rights and options of OPSM Group Ltd (“OPSM”), the largest eyewear retailer in Australia. On September 2, 2003, the cash offer was successfully completed and closed. At the close of the offer, Luxottica South Pacific Pty Limited acquired 82.57 percent of OPSM’s ordinary shares, and more than 90 percent of OPSM’s options and performance rights, which entitled the Company to require the cancellation of all the options and performance rights still outstanding. As a result of Luxottica South Pacific Pty Limited acquiring the majority of OPSM’s shares on August 8, 2003, OPSM’s financial position and results of operations have been reported in the Company’s consolidated financial results since August 1, 2003.

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Under U.S. GAAP the purchase price was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition.

The purchase price has been allocated as follows (Thousands of Euro):

On November 26, 2004, the Company through its wholly owned subsidiary, Luxottica South Pacific Pty, Ltd., made an offer for all the unowned remaining outstanding shares of OPSM Group.

At the close of the offer on February 7, 2005, the Company held 98.5 percent of OPSM Group’s shares, which is in excess of the compulsory acquisition threshold. On February 8, 2005, the Company announced the start of the compulsory acquisition process for all remaining shares in OPSM Group not already owned by the Company.

On February 15, 2005, the Australian Stock Exchange suspended trading in OPSM Group shares and on February 21, 2005 it delisted OPSM Group shares from the Australian Stock Exchange. The compulsory acquisition process was completed on March 23, 2005 and as of that date the Company held 100.0 percent of OPSM Group’s shares.

3.                             ACQUISITION OF COLE NATIONAL

On July 23, 2003, the Company formed an indirect wholly owned subsidiary, Colorado Acquisition Corp., for the purpose of acquiring all the outstanding common stock of Cole, a publicly traded company on the New York Stock Exchange. On January 23, 2004, as amended as of June 2, 2004 and on July 15,

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2004, the Company and Cole entered into a definitive merger agreement with the unanimous approval of the Boards of Directors of both companies. On October 4, 2004, Colorado Acquisition Corp. consummated its merger with Cole.  As a result of the merger, Cole became an indirect wholly owned subsidiary of the Company. The aggregate consideration paid by the Company to former shareholders, option holders and holders of restricted stock of Cole was approximately U.S. $500.6  million. In connection with the merger, the Company assumed approximately U.S. $231.7 million of net outstanding indebtedness.  The results of Cole have been consolidated into the Company’s consolidated financial statements as of the acquisition date. The acquisition was accounted for using the purchase method, and accordingly, U.S. $520.1 million (including the purchase price of U.S. $500.6 million plus approximately U.S. $19.5 million of acquisition-related expenses) was allocated to the assets acquired and liabilities assumed based on their fair value at the date of the acquisition. The Company used various methods to calculate the fair value of the assets and liabilities and all valuations have not yet been completed.  As such, the final allocation of assets may change during 2005. The excess of purchase price over net assets acquired (“goodwill”) has been recorded in the accompanying consolidated balance sheet.

The purchase price (including acquisition-related expenses) have been allocated based upon the valuation of the Company’s acquired assets and liabilities currently assumed as follows:

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Included under the caption “Asset Held For Sale” in the above table and on the consolidated balance sheet at December 31, 2004 is the fair value of the Company’s investment in Pearle Europe B.V. (“PE”) established through negotiations with the majority shareholder of PE to acquire the asset.  As part of the acquisition of Cole, the Company acquired approximately 21 percent of PE’s outstanding shares. A change of control provision included in the Articles of Association of PE required Cole to make an offer to sell these shares to the shareholders of PE within 30 days of the change of control, which deadline was extended by agreement of the parties. In December 2004, substantially all the terms of the sale were established at a final cash sale price of Euro 144.0 million, subject to customary closing conditions. The sale transaction closed in January 2005. As the asset is denominated in Euros, which is not the functional currency of the subsidiary that held the investment, the Company has recorded an unrealized foreign exchange gain of approximately U.S. $18.0 million as of December 31, 2004 relating to the changes in the U.S. dollar/Euro exchange rate between October 4, 2004 (the date of the acquisition) through December 31, 2004.

On October 17, 2004, Cole caused its subsidiary to purchase U.S. $150.0 million principal amount of its outstanding 8 7/8% Senior Subordinated Notes due 2012 in a tender offer and consent solicitation for U.S. $175.5 million, which amount represented all of the issued and outstanding notes of such series.  On November 30, 2004, Cole caused its subsidiary to redeem all of its outstanding 8 5/8% Senior Subordinated Notes due 2007 for U.S. $126.4 million.

4.                             INVENTORIES

Inventories consisted of the following (Thousands of Euro):

5.                             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

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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.

6.                             STOCK OPTION AND INCENTIVE PLANS

Options to purchase an aggregate of 13,324,060 ordinary shares of the Company were outstanding at December 31, 2004. Outstanding options granted under the Company’s Stock Option Plans (11,354,060 ordinary shares) become exercisable in three equal annual installments and expire on or before January 31, 2014. During 2004, 728,440 options were exercised. Options granted in 2002 under the Company’s Incentive Plans (970,000 ordinary shares) were to vest and become exercisable only if certain financial performance measures were met over the three-year period ending December 2004. The stock options under the incentive plan did not vest as the targets had not been met and as such the grants were forfeited with no compensation expense recorded.

Options granted in 2004 under a new Company Incentive Plan (1,000,000 ordinary shares) vest and become exercisable from January 31, 2007 only if certain financial performance measures are met over the period ending December 2006 and at such point would become exercisable after January 31, 2007.

As the Company has elected to apply Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” no compensation expense was recorded for shares issued under the Stock Option Plans because each option’s exercise price was equal to the fair market value of the underlying stock on the option’s date of grant. Compensation expense will be recorded for the options issued under the Company’s Incentive Plans based on the market value of the underlying ordinary shares only when the number of shares to be vested and issued is known. 

On September 14, 2004, the Company announced that its majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., a holding company of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for top management of the Company. The stock options to be issued under the stock option plan vest upon meeting certain economic objectives. As such, compensation expense will be recorded for the options issued to management under this plan based on the market value of the underlying ordinary shares only when the number of shares to be vested and issued is known.

On December 16, 2004, the FASB issued Statement 123(R), “Share-Based Payment,” requiring all entities to recognize compensation expense in an amount equal to the fair value of the share-based payments (i.e. stock options) granted to employees.  This standard must be adopted by the Company on or

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before July 1, 2005.  At the date of adoption the Company may apply this standard on a modified prospective method which would require the Company to record compensation expense for all awards it grants after the date of adoption and to calculate and record compensation expense with respect to the unvested portion of all previous grants. The Company is currently evaluating the impact of adoption of such standard.

7.                             U.S. DOLLAR CONVENIENCE TRANSLATION

The consolidated financial statements presented in Euro as of and for the year ended December 31, 2004 are also translated into U.S. Dollars, solely for the convenience of the readers of these financial statements, at the noon buying rate of Euro 1.00 = U.S. $1.3538, as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) at December 31, 2004. Such translations should not be construed as representations that Euro amounts could be converted into U.S. Dollars at that or any other rate.

8.                             INCOME TAXES

The Company’s 2003 and 2004 effective tax rates are less than the statutory tax rates due to permanent differences between the Company’s income for financial reporting and tax purposes, which reflect the net loss carryforward caused by the prior funding of subsidiary losses through capital contributions that are deductible for income tax purposes under Italian law, and the reduction in certain investments in subsidiaries. Such subsidiary losses were primarily attributable to the amortization of certain intangible assets associated with the Company’s acquisitions.

9.                             SEGMENTS AND RELATED INFORMATION

The Company 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 Company’s management for the purpose of evaluating the Company’s performance and for making decisions about future allocations of resources.

The “Inter-segments transactions and corporate adjustments” column includes the elimination of inter-segment activities and corporate related expenses not allocated to reportable segments. This has the effect of increasing reportable operating profit for the manufacturing and wholesale and retail segments. Identifiable assets are those tangible and intangible assets used in operations in each segment. Corporate identifiable assets are principally cash, goodwill and trade names.

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10.                       COMMITMENTS AND CONTINGENCIES

On October 7, 2004, the Company announced that it signed a licensing agreement for the design, production and worldwide distribution of Dolce & Gabbana and D&G Dolce & Gabbana prescription frames and sunglasses. The initial term of the agreement is five years, which will begin on January 1, 2006, with an automatically renewable extension for an additional five years upon meeting certain targets.

The Company and its subsidiaries become 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 cases as disclosed in the Company’s 2003 annual report could have a material adverse effect on the Company’s business, financial position or future operating results.

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FOURTH QUARTER RESULTS

The following discussion should be read in conjunction with the disclosure contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2003, which contains, among other things, a discussion of the Company’s significant accounting policies and risks and uncertainties that could affect the Company’s future operating results or financial condition. Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2004 will be contained in the Company’s Annual Report on Form 20-F with respect to the 2004 fiscal year.

OVERVIEW

The Company operates in two industry segments: (1) manufacturing and wholesale distribution and (2) retail distribution. Through its manufacturing and wholesale distribution operations, the Company is engaged in the design, manufacture, wholesale distribution and marketing of house brand and designer lines of mid- to premium-priced prescription frames and sunglasses. The Company operates in the retail segment through its retail division, consisting of LensCrafters, Inc. and other affiliated companies (“LensCrafters”), Sunglass Hut International, Inc. and its subsidiaries and affiliates (“Sunglass Hut”), since August 2003, OPSM Group Ltd. and subsidiaries and affiliates and, since October 2004, Cole National Corporation (“Cole”) and its subsidiaries. The Company’s retail division consisted of 5,751 owned or leased department retail locations and 472 franchised locations as follows:

(1) “Asia-Pacific” consists of Australia, New Zealand, Singapore, Malaysia, Thailand, China, Japan, Taiwan and Hong Kong.

Our net sales consist of direct sales of finished products that we manufacture to opticians and other independent retailers through our wholesale distribution channel and sales directly to consumers through our retail division. Our average retail unit selling price is significantly higher than our average wholesale unit selling price, as our retail sales typically include lenses as well as frames.

Demand for our products, particularly our higher-end designer lines, is largely dependent on the discretionary spending power of the consumers in the markets in which we operate. We have historically experienced sales volume fluctuations by

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quarter due to seasonality associated with the sale of sunglasses. As a result, net sales are typically higher in the second quarter and lower in the fourth quarter.

The Company’s results of operations, which are reported in Euro, are susceptible to currency fluctuations between the Euro and the U.S. Dollar due to its significant U.S. retail business. The U.S. Dollar/Euro exchange rate has fluctuated from an average exchange rate in the fourth quarter of 2003 of Euro 1.00 = U.S. $1.1882 to Euro 1.00 = U.S. $1.2968 in the fourth quarter of 2004. Additionally, with the acquisition of OPSM, the Company’s results of operations have also been rendered susceptible to currency fluctuation between the Euro and the Australian Dollar. The Australian Dollar/Euro exchange rate has fluctuated from an average exchange rate in the fourth quarter of 2003 of Euro 1.00 =AUD $1.6621 to Euro 1.00 = AUD $1.7125 in the fourth quarter of 2004. Although the Company engages in certain foreign currency hedging activities to mitigate the impact of these fluctuations, currency fluctuations have negatively impacted the Company’s reported revenues and net income during the periods discussed herein. Fluctuations in currency exchange rates could significantly impact the Company’s reported financial results in the future.

In September 2003, through the completion of a tender offer, Luxottica South Pacific Pty Limited acquired 82.57 percent of OPSM’s ordinary shares, and more than 90 percent of OPSM’s options and performance rights, which entitled the Company to require the cancellation of all the options and performance rights still outstanding. The aggregate purchase price for the OPSM shares, performance rights and options was AUD $442.7 million (Euro 253.7 million based on the exchange rate in effect at such time). The acquisition was accounted for under the purchase method and the financial condition and results of operations of OPSM have been included in the Company’s consolidated results since August 1, 2003.

On November 26, 2004, the Company through its wholly owned subsidiary, Luxottica South Pacific Pty, Ltd., made an offer for all the remaining outstanding shares of OPSM Group it did not already own. The offer was for AUD $4.35 per share including a fully franked dividend of AUD $0.15 per share declared by OPSM (resulting in a net price of AUD $4.20 per share). For further details, see “Recent Developments and Other Events.”

On October 4, 2004, the Company acquired all of the-issued and outstanding shares of Cole National Corporation through a merger. The aggregate purchase price for the shares purchased in the merger and the cancellation of Cole outstanding options and restricted stock and acquisition-related costs was U.S. $520.1 million (Euro 423.7 million based on the exchange rate in effect at such time). 

The Company believes that its combination with Cole will:

•             strengthen its retail operations in the United States;

•             strengthen its managed vision care business by increasing the number of people for whom it provides managed vision care benefits as well as by adding well established retailers to its existing family of retailers; and

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•             provide the Company with the opportunity to increase its sales of frames manufactured by the Company in Cole retail stores.

The Company has begun to implement its strategic integration plan with respect to Cole. Since the consummation of the acquisition, the Company has begun to consolidate Cole’s headquarters with its Luxottica Retail headquarters in Mason, Ohio, and combine various general and administrative functions. 

The integration of our financial systems is now complete, and we are in the process of completing the integration of our human resources systems. The Company also intends to complete the migration of Cole’s corporate functions by August 2005.

The Company’s integration plans also include combining Luxottica Retail’s and Cole’s operating systems.  The Company plans to integrate the inventory management systems by May 2005 and the assortment planning systems by September 2005. The Company also plans to integrate the distribution center by July 2005 and to finalize the integration of product assortment by December 2005.

The Company is integrating its Managed Vision Care system with Cole’s, resulting in a single brand (EyeMed) going forward.  The Company has already begun selling the new combined product and plans to complete combining the Managed Vision Care systems by August 2005.