Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F

(Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT OF 1934ORý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2012ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934


Commission file number 1-10421

LUXOTTICA GROUP S.p.A. (Exact name of Registrant as specified in its charter)(Translation of Registrant's name into English)REPUBLIC OF ITALY (Jurisdiction of incorporation or organization)VIA C. CANTÙ 2, MILAN 20123, ITALY (Address of principal executive offices)Michael A. Boxer, Esq.
Executive Vice President and Group General Counsel
12 Harbor Park Drive
Port Washington, NY 11050
Tel: (516) 484-3800
Fax: (516) 706-4012(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)




Securities
registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange of which registeredORDINARY SHARES, PAR VALUE
EURO 0.06 PER SHARE*

NEW YORK STOCK EXCHANGEAMERICAN DEPOSITARY
SHARES, EACH REPRESENTING
ONE ORDINARY SHARE

NEW YORK STOCK EXCHANGE


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Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None.

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None.

Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

ORDINARY SHARES, PAR VALUE EURO 0.06 PER SHARE

468,557,172


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.YesýNooIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.YesoNoýIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesýNooIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YesoNoo


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer.Large accelerated filerý

Accelerated filero

Non-accelerated fileroIndicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAPo

International Financial Reporting Standards as issued by the International Accounting Standards Boardý

OtheroIf "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.Item 17oItem 18oIf this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).YesoNoý


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PART I



2ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

2ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

2ITEM 3.

KEY INFORMATION

2ITEM 4.

INFORMATION ON THE COMPANY

14ITEM 4A.

UNRESOLVED STAFF COMMENTS

41ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

41ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

65ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

87ITEM 8.

FINANCIAL INFORMATION

88ITEM 9.

THE OFFER AND LISTING

90ITEM 10.

ADDITIONAL INFORMATION

90ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

114ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

116PART II



118ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

118ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

118ITEM 15.

CONTROLS AND PROCEDURES

118ITEM 16.

[RESERVED]

119ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

119ITEM 16B.

CODE OF ETHICS

119ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

119ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

120ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

120ITEM 16F.

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

121ITEM 16G.

CORPORATE GOVERNANCE

121ITEM 16H.

MINE SAFETY DISCLOSURE

125PART III



126ITEM 17.

FINANCIAL STATEMENTS

126ITEM 18.

FINANCIAL STATEMENTS

126ITEM 19.

EXHIBITS

127SIGNATURES



132EXHIBIT INDEX


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FORWARD-LOOKING INFORMATION

Throughout this annual report on Form 20-F (this "Form 20-F"), management has made certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995 which are considered prospective. These statements are made based on management's current expectations and
beliefs and are identified by the use of forward-looking words and phrases such as "plans," "estimates," "believes" or "belief," "expects" or other similar words or phrases.

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, our ability to manage the effect of the uncertain current global economic conditions on
our business, our ability to successfully acquire new businesses and integrate their operations, our ability to predict future economic conditions and changes in consumer preferences, our ability to
successfully introduce and market new products, our ability to maintain an efficient distribution network, our ability to achieve and manage growth, our ability to negotiate and maintain favorable
license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, our ability to protect our proprietary
rights, our ability to maintain our relationships with host stores, any failure of our information technology, inventory and other asset risk, credit risk on our accounts, insurance risks, changes in
tax laws, as well as other political, economic, legal and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission (the "SEC").
These forward-looking statements are made as of the date hereof and we do not assume any obligation to update them.

Throughout
this Form 20-F, when we use the terms "Luxottica," "Company," "Group," "we," "us" and "our," unless otherwise indicated or the context otherwise requires,
we are referring to Luxottica Group S.p.A. and its consolidated subsidiaries.

TRADEMARKS

Our proprietary brands and designer line prescription frames and sunglasses that are referred to in this Form 20-F, and certain
of our other products, are sold under names that are subject to registered trademarks held by us or, in certain instances, our licensors. These trademarks may not be used by any person without our
prior written consent or the consent of our licensors, as applicable.

PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

The following tables set forth selected consolidated financial data for the periods indicated and are qualified by reference to, and
should be read in conjunction with, our Consolidated Financial Statements, the related notes thereto, and Item 5"Operating and Financial Review and Prospects" contained elsewhere
herein. We prepare our financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The selected
consolidated income statement data for the years ended December 31, 2012, 2011 and 2010, and the selected consolidated balance sheet data as of December 31, 2012 and 2011, are derived
from the audited Consolidated Financial Statements included in Item 18. The selected

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consolidated
income statement data for the years ended December 31, 2009 and 2008, and the selected consolidated balance sheet data as of December 31, 2010, 2009 and 2008, are derived
from audited consolidated financial statements which are not included in this Form 20-F. The consolidated financial statements were audited by Deloitte and Touche S.p.A. with
respect to 2011, 2010, 2009 and 2008. The consolidated financial statements with respect to 2012 have been audited by our current independent auditor PricewaterhouseCoopers S.p.A., which
replaced Deloitte & Touche S.p.A. as part of the normal rotation of auditors as required by Consob (the Italian securities regulatory authority). In 2012, the Group applied accounting
policies on a basis consistent with the previous year and did not elect the early adoption of any IFRS standards.

The
selected financial data below should be read in conjunction with the Consolidated Financial Statements and notes thereto included elsewhere in this Form 20-F.

[TABLES
APPEAR ON THE FOLLOWING PAGES]

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(Amounts in thousands of Euro except share data)

2012

2011

2010

2009

2008STATEMENT OF INCOME DATA:Net Sales


7,086,142


6,222,483


5,798,035


5,094,318


5,201,611Cost of Sales


(2,379,093
)

(2,168,065
)

(1,990,205
)

(1,762,591
)

(1,748,628
)Gross Profit


4,707,049


4,054,419


3,807,830


3,331,727


3,452,983OPERATING EXPENSESelling and Advertising


(2,841,961
)

(2,509,783
)

(2,367,979
)

(2,104,362
)

(2,144,989
)General and Administrative


(883,038
)

(737,495
)

(727,693
)

(656,280
)

(576,355
)Total


(3,725,000
)

(3,247,278
)

(3,095,672
)

(2,760,642
)

(2,721,344
)Income from Operations


982,049


807,140


712,159


571,085


731,639OTHER INCOME (EXPENSE)Interest Income


18,910


12,472


8,494


6,887


13,265Interest Expense


(138,140
)

(121,067
)

(106,987
)

(109,132
)

(123,002
)OtherNet


(6,463
)

(3,273
)

(8,130
)

(4,056
)

(33,531
)Other Income (Expenses)Net


(125,693
)

(111,868
)

(106,623
)

(106,301
)

(143,268
)Income Before Provision for Income Taxes


856,357


695,272


605,535


464,784


588,371Provision for Income Taxes


(310,476
)

(236,972
)

(218,219
)

(159,888
)

(190,499
)Net Income from Continuing Operations


545,881


458,300


387,315


304,896


397,872Discontinued Operations








19,944





Net Income


545,881


458,300


407,258


304,896


397,872Of which attributable to:Luxottica Group Stockholders


541,700


452,343


402,187


299,122


390,167Non-controlling Interests


4,181


5,957


5,072


5,774


7,705Net Income


545,881


458,300


407,258


304,896


397,872Weighted Average Shares Outstanding (thousands)Basic


464,643.1


460,437.2


458,711.4


457,270.5


456,563.5Diluted


469,573.8


463,296.3


460,535.4


457,937.8


457,844.3Basic Earnings per Share from Continuing Operations(1)


1.17


0.98


0.83


0.65


0.85Basic Earnings per Share from Discontinued Operations(1)








0.04





Basic Earnings per Share(1)


1.17


0.98


0.88


0.65


0.85Diluted Earnings per Share from Continuing Operations(1)


1.15


0.98


0.83


0.65


0.85Diluted Earnings per Share from Discontinued Operations(1)








0.04





Diluted Earnings per Share(1)


1.15


0.98


0.87


0.65


0.85


(1)Earnings
per Share for each year have been calculated based on the weighted-average number of shares outstanding during the respective years. Each American
Depositary Share ("ADS" or "ADR") represents one ordinary share.


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As of December 31,(Amounts in thousands of Euro except share data)2012

2011(1)

2010(1)

2009(1)

2008(1)BALANCE SHEET DATA:Working Capital(2)


621,882


526,241


649,236


406,819


179,322Total Assets


8,442,160


8,374,325


7,739,679


7,007,252


7,186,913Total Debt(3)


2,362,179


2,742,877


2,632,637


2,568,075


2,798,367Stockholders' Equity


3,981,372


3,612,928


3,256,375


2,737,239


2,445,755Capital Stock


28,394


28,041


27,964


27,863


27,802Total Number of Ordinary Shares (thousands)


473,238.2


467,351.7


466,077.2


464,386.4


463,368.2


(1)Prior
year amounts for Total Assets were revised to conform to the 2012 presentation.(2)Working
Capital is total current assets minus total current liabilities. See Item 5"Operating and Financial Review and
ProspectsLiquidity and Capital Resources."(3)The
current portion of Total Debt was Euro 310.1 million, Euro 498.3 million, Euro 197.6 million,
Euro 166.3 million and Euro 286.2 million for the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively.


DIVIDENDS

We are required to pay an annual dividend on our ordinary shares if such dividend has been approved by a majority of our stockholders at the ordinary meeting of
stockholders. Before we may pay any dividends with respect to any fiscal year, we are required, as necessary, to set aside an
amount equal to 5% of our statutory net income for such year in our legal reserve unless and until the reserve, including amounts remaining from prior years, is at least equal to one-fifth
of the nominal value of our then issued share capital. Each year thereafter, such legal reserve requirement remains fulfilled so long as the reserve equals at least one-fifth of the
nominal value of our issued share capital for each such year.

At
our ordinary meeting of stockholders held on April 27, 2012, our stockholders approved the distribution of a cash dividend in the amount of Euro 0.49 per ordinary share
and ADR. The total amount of the dividend paid to stockholders on May 24, 2012 was approximately Euro 227.0 million. On February 28, 2013, the Board of Directors of the
Company proposed to the ordinary meeting of stockholders convened on April 29, 2013 the distribution of a cash dividend in the amount of Euro 0.58 per ordinary share and ADR.

Future
determinations as to dividends will depend upon, among other things, our earnings, financial position and capital requirements, applicable legal restrictions and such other
factors as the Board of Directors and our stockholders may determine.

The
table below sets forth the cash dividends declared and paid on each ordinary share in each year indicated.

Cash Dividends per
Ordinary Share(1)(2)(3)

Translated into U.S. $
per Ordinary Share(4)Year(Euro)

(U.S. $)2008


0.490


0.7702009


0.220


0.3272010


0.350


0.4282011


0.440


0.6222012


0.490
(5)

0.615


(1)Cash
dividends per ordinary share are expressed in gross amounts without giving effect to applicable withholding or other deductions for taxes.


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(2)Each
ADS represents one ordinary share.(3)Our
dividend policy is based upon, among other things, our consolidated net income for each fiscal year, and dividends for a fiscal year are paid in the
immediately following fiscal year. The dividends reported in the table were declared and paid in the fiscal year for which they have been reported in the table.(4)Holders
of ADSs received their dividends denominated in U.S. dollars based on the conversion rate used by our paying agent, Deutsche Bank Trust Company
Americas.(5)The
dividend of Euro 0.49 per ordinary share was approved by our Board of Directors on February 28, 2012 and was voted upon and approved by
our stockholders at the ordinary meeting of stockholders held on April 27, 2012.


EXCHANGE RATE INFORMATION

The following tables set forth, for 2008 and 2009, certain information regarding the Noon Buying Rate in New York City for cable transfers in foreign currencies
as certified for customs purposes by the Federal Reserve Bank of New York, which we refer to as the Noon Buying Rate. For 2010 through 2012, the information reported in the below table is based upon
the Euro foreign exchange reference rate published by the European Central Bank (the "BCE Rate"), which, starting from 2010, is used by the Company for translating amounts denominated in currencies
other than Euro. The information is expressed in U.S. dollars per Euro 1.00:

End of PeriodYear Ended December 31,

Low

High

Average(1)2008


1.2446


1.6010


1.4707


1.39192009


1.2547


1.5100


1.3946


1.43322010


1.1942


1.4563


1.3207


1.33622011


1.2669


1.4882


1.4000


1.29392012


1.2053


1.3453


1.2859


1.3194


(1)The
average of the Noon Buying Rate or the BCE Rate, as applicable, in effect on the last business day of each month during the period. When the Company
consolidates its profit and loss statement, it translates U.S. dollar denominated amounts into Euro using an average U.S. dollar/Euro exchange rate of each business day during the applicable period.


Month

Low

HighOctober 2012


1.2874


1.3119November 2012


1.2710


1.2986December 2012


1.2927


1.3245January 2013


1.3069


1.3585February 2013


1.3053


1.3640March 2013


1.2772


1.3097


On
April 15, 2013, the BCE Rate was U.S. $1.3081 per Euro 1.00.

Unless
otherwise indicated, all convenience translations included in this Form 20-F of amounts expressed in Euro into U.S. dollars have been made using the exchange
rates, as indicated in the above table, in effect as of the end of the relevant period or date, as appropriate.

In
this Form 20-F, unless otherwise stated or the context otherwise requires, references to "$," "U.S. $," "dollars," "USD" or "U.S. dollars" are to United States
dollars, references to "Euro" or "€" are to the Common European Currency, the Euro, and references to "AUD" or "A$" are to Australian dollars.

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RISK FACTORS

Our
future operating results and financial condition may be affected by various factors, including those set forth below.

Risks Relating to Our Industry and General Economic Conditions

If current economic conditions deteriorate, demand for our products will be adversely impacted, access to credit will be reduced and
our customers and others with which we do business will suffer financial hardship, all of which could reduce sales and in turn adversely impact our business, results of operations, financial condition
and cash flows.

Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions
poses a risk to our business because consumers and businesses may postpone spending in response to tighter credit markets, unemployment, negative financial news and/or declines in income or asset
values, which could have a material adverse effect on demand for our products and services. Discretionary spending is affected by many factors, including general business conditions, inflation,
interest rates, consumer debt levels, unemployment rates, availability of consumer credit, conditions in the real estate and mortgage markets, currency exchange rates and other matters that influence
consumer confidence. Many of these factors are outside our control. Purchases of discretionary items could decline during periods in which disposable income is lower or prices have increased in
response to rising costs or in periods of actual or perceived unfavorable economic conditions. If this occurs or if unfavorable economic conditions continue to challenge the consumer environment, our
business, results of operations, financial condition and cash flows could be materially adversely affected.

In
the event of renewed financial turmoil affecting the banking system and financial markets, additional consolidation of the financial services industry or significant failure of
financial services institutions, there could be a new or incremental tightening of the credit markets, decreased liquidity and extreme volatility in fixed income, credit, currency and equity markets.
In addition, the credit crisis could continue to have material adverse effects on our business, including the inability of customers of our wholesale distribution business to obtain credit to finance
purchases of our products, restructurings, bankruptcies, liquidations and other unfavorable events for our consumers, customers, vendors, suppliers, logistics providers, other service providers and
the financial institutions that are counterparties to our credit facilities and other derivative transactions. The likelihood that such third parties will be unable to overcome such unfavorable
financial difficulties may increase. If the third parties on which we rely for goods and services or our wholesale customers are unable to overcome financial difficulties resulting from the
deterioration of worldwide economic conditions or if the counterparties to our credit facilities or our derivative transactions do not perform their obligations as intended, our business, results of
operations, financial condition and cash flows could be materially adversely affected.

If our business suffers due to changing local conditions, our profitability and future growth may be affected.

We currently operate worldwide and have begun to expand our operations in many countries, including certain developing countries in
Asia, South America and Africa. Therefore, we are subject to various risks inherent in conducting business internationally, including the following:



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The
likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable, but any such occurrence may result in the loss of sales or
increased costs of doing business and may have a material adverse effect on our business, results of operations, financial condition and prospects.

If vision correction alternatives to prescription eyeglasses become more widely available, or consumer preferences for such
alternatives increase, our profitability could suffer through a reduction of sales of our prescription eyewear products, including lenses and accessories.

Our business could be negatively impacted by the availability and acceptance of vision correction alternatives to prescription
eyeglasses, such as contact lenses and refractive optical surgery. According to industry estimates, the disposable contact lens market is one of the fastest growing segments of the lens subsector.

Increased
use of vision correction alternatives could result in decreased use of our prescription eyewear products, including a reduction of sales of lenses and accessories sold in our
retail outlets, which could have a material adverse impact on our business, results of operations, financial condition and prospects.

Unforeseen or catastrophic losses not covered by insurance could materially adversely affect our results of operations and financial
condition.

For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of our
insurable risks, and in some cases self-insure completely, unforeseen or catastrophic losses in excess of insured limits could materially adversely affect our results of operations and
financial condition.

Risks Relating to Our Business and Operations

If we are unable to successfully introduce new products and develop our brands, our future sales and operating performance may
suffer.

The mid- and premium-price categories of the prescription frame and sunglasses markets in which we compete are particularly
vulnerable to changes in fashion trends and consumer preferences. Our historical success is attributable, in part, to our introduction of innovative products which are perceived to represent an
improvement over products otherwise available in the market and our ability to develop our brands, especially our Ray-Ban and Oakley proprietary brands. Our future success will depend on
our continued ability to develop and introduce such innovative products and continued success in building our brands. If we are unable to continue to do so, our future sales could decline, inventory
levels could rise, leading to additional costs for storage and potential write-downs relating to the value of excess inventory, and there could be a negative impact on production costs since fixed
costs would

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represent
a larger portion of total production costs due to the decline in quantities produced, which could materially adversely affect our results of operations.

If we are not successful in completing and integrating strategic acquisitions to expand or complement our business, our future
profitability and growth could be at risk.

As part of our growth strategy, we have made, and may continue to make, strategic business acquisitions to expand or complement our
business. Our acquisition activities, however, can be disrupted by overtures from competitors for the targeted candidates, governmental regulation and rapid developments in our industry. We may face
additional risks and uncertainties following an acquisition, including (i) difficulty in integrating the newly acquired business and operations in an efficient and effective manner,
(ii) inability to achieve strategic
objectives, cost savings and other benefits from the acquisition, (iii) the lack of success by the acquired business in its markets, (iv) the loss of key employees of the acquired
business, (v) a decrease in the focus of senior management on our operations, (vi) difficulty integrating human resources systems, operating systems, inventory management systems and
assortment planning systems of the acquired business with our systems, (vii) the cultural differences between our organization and that of the acquired business and (viii) liabilities
that were not known at the time of acquisition or the need to address tax or accounting issues.

If
we fail to timely recognize or address these matters or to devote adequate resources to them, we may fail to achieve our growth strategy or otherwise realize the intended benefits of
any acquisition. Even if we are able to integrate our business operations successfully, the integration may not result in the realization of the full benefits of synergies, cost savings, innovation
and operational efficiencies that may be possible from the integration or in the achievement of such benefits within the forecasted period of time.

If we are unable to achieve and manage growth, operating margins may be reduced as a result of decreased efficiency of
distribution.

In order to achieve and manage our growth effectively, we are required to increase and streamline production and implement
manufacturing efficiencies where possible, while maintaining strict quality control and the ability to deliver products to our customers in a timely and efficient manner. We must also continuously
develop new product designs and features, expand our information systems and operations, and train and manage an increasing number of management level and other employees. If we are unable to manage
these matters effectively, our distribution process could be adversely affected and we could lose market share in affected regions, which could materially adversely affect our business prospects.

If we do not correctly predict future economic conditions and changes in consumer preferences, our sales of premium products and
profitability could suffer.

The fashion and consumer products industries in which we operate are cyclical. Downturns in general economic conditions or
uncertainties regarding future economic prospects, which affect consumer disposable income, have historically adversely affected consumer spending habits in our principal markets and thus made the
growth in sales and profitability of premium-priced product categories difficult during such downturns. Therefore, future economic downturns or uncertainties could have a material adverse effect on
our business, results of operations and financial condition, including sales of our designer and other premium brands.

The
industry is also subject to rapidly changing consumer preferences and future sales may suffer if the fashion and consumer products industries do not continue to grow or if consumer
preferences
shift away from our products. Changes in fashion could also affect the popularity and, therefore, the value of the fashion licenses granted to us by designers. Any event or circumstance resulting in
reduced market acceptance of one or more of these designers could reduce our sales and the value of our models from

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that
designer. Unanticipated shifts in consumer preferences may also result in excess inventory and underutilized manufacturing capacity. In addition, our success depends, in large part, on our
ability to anticipate and react to changing fashion trends in a timely manner. Any sustained failure to identify and respond to such trends could materially adversely affect our business, results of
operations and financial condition and may result in the write-down of excess inventory and idle manufacturing facilities.

If we do not continue to negotiate and maintain favorable license arrangements, our sales or cost of sales could suffer.

We have entered into license agreements that enable us to manufacture and distribute prescription frames and sunglasses under certain
designer names, includingChanel, Prada, Miu Miu, Dolce & Gabbana, Bulgari, Tiffany & Co., Versace, Burberry, Polo Ralph Lauren, Donna Karan, DKNY, Paul
Smith, Brooks Brothers, Stella McCartney, Tory Burch, CoachandArmani.These license agreements typically have terms of between
three and ten years and may contain options for renewal for additional periods and require us to make guaranteed and contingent royalty payments to the licensor. We believe that our ability to
maintain and negotiate favorable license agreements with leading designers in the fashion and luxury goods industries is essential to the branding of our products and, therefore, material to the
success of our business. For the year ended December 31, 2012,Prada, Miu Miu, Prada Linea Rossaand theDolce &
Gabbanagroup brands were most significant in terms of their contribution to the Group's total net sales. For the years ended December 31, 2012 and 2011, sales realized
through thePrada, Miu MiuandPrada Linea Rossabrand names together represented
approximately 3.9% and
4.0% of total sales, respectively. For the years ended December 31, 2012 and 2011, sales realized through theDolce & Gabbanagroup brands
represented approximately 2.6% and 3.1% of total sales, respectively. Accordingly, if we are unable to negotiate and maintain satisfactory license arrangements with leading designers, our growth
prospects and financial results could materially suffer from a reduction in sales or an increase in advertising costs and royalty payments to designers.

As we operate in a complex international environment, if new laws, regulations or policies of governmental organizations, or changes to
existing ones, occur and cannot be managed efficiently, the results could have a negative impact on our operations, our ability to compete or our future financial results.

Compliance with U.S. and foreign laws and regulations that apply to our international operations increases our costs of doing business,
including cost of compliance, in certain jurisdictions, and such costs may rise in the future as a result of changes in these laws and regulations or in their interpretation or enforcement. We have
implemented policies and procedures designed to facilitate our compliance with these laws and regulations, but there can be no assurance that our employees, contractors or agents will not violate such
laws and regulations or our policies. Any such violations could individually, or in the aggregate, materially adversely affect our financial condition or operating results.

Additionally,
our Oakley and Eye Safety Systems subsidiaries are U.S. government contractors and, as a result, we must comply with, and are affected by, U.S. laws and regulations related
to our government business. These laws and regulations, including requirements to obtain applicable governmental approvals, clearances and certain export licenses, may impose additional costs and
risks on our business. We also may become subject to audits, reviews and investigations of our compliance with these laws and regulations. See Item 4"Information on the
CompanyRegulatory Matters" and Item 8"Financial InformationLegal Proceedings."

If we are unable to protect our proprietary rights, our sales might suffer, and we may incur significant additional costs to defend
such rights.

We rely on trade secret, unfair competition, trade dress, trademark, patent and copyright laws to protect our rights to certain aspects
of our products and services, including product designs, proprietary manufacturing processes and technologies, product research and concepts and recognized

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trademarks,
all of which we believe are important to the success of our products and services and our competitive position. However, pending trademark or patent applications may not in all instances
result in the issuance of a registered trademark or patent, and trademarks or patents granted may not be effective in thwarting competition or be held valid if subsequently challenged. In addition,
the actions we take to protect our proprietary rights may be inadequate to prevent
imitation of our products and services. Our proprietary information could become known to competitors, and we may not be able to meaningfully protect our rights to proprietary information.
Furthermore, other companies may independently develop substantially equivalent or better products or services that do not infringe on our intellectual property rights or could assert rights in, and
ownership of, our proprietary rights. Moreover, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States or of the member states of the
European Union.

Consistent
with our strategy of vigorously defending our intellectual property rights, we devote substantial resources to the enforcement of patents issued and trademarks granted to us,
to the protection of our trade secrets or other intellectual property rights and to the determination of the scope or validity of the proprietary rights of others that might be asserted against us.
However, if the level of potentially infringing activities by others were to increase substantially, we might have to significantly increase the resources we devote to protecting our rights. From time
to time, third parties may assert patent, copyright, trademark or similar rights against intellectual property that is important to our business. The resolution or compromise of any litigation or
other legal process to enforce such alleged third party rights, regardless of its merit or resolution, could be costly and divert the efforts and attention of our management. We may not prevail in any
such litigation or other legal process or we may compromise or settle such claims because of the complex technical issues and inherent uncertainties in intellectual property disputes and the
significant expense in defending such claims. An adverse determination in any dispute involving our proprietary rights could, among other things, (i) require us to grant licenses to, or obtain
licenses from, third parties, (ii) prevent us from manufacturing or selling our products, (iii) require us to discontinue the use of a particular patent, trademark, copyright or trade
secret or (iv) subject us to substantial liability. Any of these possibilities could have a material adverse effect on our business by reducing our future sales or causing us to incur
significant costs to defend our rights.

If we are unable to maintain our current operating relationship with host stores of our retail Licensed Brands division, we could
suffer a loss in sales and possible impairment of certain intangible assets.

Our sales depend in part on our relationships with the host stores that allow us to operate our retail Licensed Brands division,
including Sears Optical and Target Optical. Our leases and licenses with Sears Optical are terminable upon short notice. If our relationship with Sears Optical or Target Optical were to end, we would
suffer a loss of sales and the possible impairment of certain intangible assets. This could have a material adverse effect on our business, results of operations, financial condition and prospects.

If we fail to maintain an efficient distribution network or if there is a disruption to our critical manufacturing plants or
distribution network in highly competitive markets, our business, results of operations and financial condition could suffer.

The mid- and premium-price categories of the prescription frame and sunglasses markets in which we operate are highly
competitive. We believe that, in addition to successfully introducing new products, responding to changes in the market environment and maintaining superior production capabilities, our ability to
remain competitive is highly dependent on our success in maintaining an efficient distribution network. If we are unable to maintain an efficient distribution network or if there is a significant
disruption to our plants or network, our sales may decline due to the inability to timely deliver products to customers and our profitability may decline due to an increase in our per unit
distribution costs in the affected regions, which may have a material adverse impact on our business, results of operations and financial condition.

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If we were to become subject to adverse judgments or determinations in legal proceedings to which we are, or may become, a party, our
future profitability could suffer through a reduction of sales, increased costs or damage to our reputation due to our failure to adequately communicate the impact of any such proceeding or its
outcome to the investor and business communities.

We are currently a party to certain legal proceedings as described in Item 8"Financial
InformationLegal Proceedings." In addition, in the ordinary course of our business, we become involved in various other claims, lawsuits, investigations and governmental and
administrative proceedings, some of which are or may be significant. Adverse judgments or determinations in one or more of these proceedings could require us to change the way we do business or use
substantial resources in adhering to the settlements and could have a material adverse effect on our business, including, among other consequences, by significantly increasing the costs required to
operate our business.

Ineffective
communications, during or after these proceedings, could amplify the negative effects, if any, of these proceedings on our reputation and may result in a negative market
impact on the price of our securities.

Changes in our tax rates or exposure to additional tax liabilities could affect our future results.

We are subject to taxes in Italy, the United States and numerous other foreign jurisdictions. Our future effective tax rates could be
affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their
interpretation. Any of these changes could have a material adverse effect on our profitability. We also are regularly subject to the examination of our income tax returns by the U.S. Internal Revenue
Service, the Italian tax authority as well as the governing tax authorities in other countries where we operate. We routinely assess the likelihood of adverse outcomes resulting from these
examinations to determine the adequacy of our provision for taxes. Currently, some of our companies are under examination by the tax authorities in the United States, Italy and other jurisdictions.
There can be no assurance that the outcomes of the current ongoing examinations and possible future examinations will not materially adversely affect our business, results of operations, financial
condition and prospects.

If there is any material failure, inadequacy, interruption or security failure of our information technology systems, whether owned by
us or outsourced or managed by third parties, this may result in remediation costs, reduced sales due to an inability to properly process information and increased costs of operating our
business.

We rely on information technology systems both managed internally and outsourced to third parties across our operations, including for
management of our supply chain, point-of-sale processing in our stores and various other processes and transactions. Our ability to effectively manage our business and
coordinate the production, distribution and sale of our products depends on, among other things, the reliability and capacity of these systems. The failure of these systems to operate effectively,
network disruptions, problems with transitioning to upgraded or replacement systems, or a breach in data security of these systems could cause delays in product supply and sales, reduced efficiency of
our operations, unintentional disclosure of customer or other confidential information of the Company, or damage to our reputation, and potentially significant capital investments could be required to
remediate the problem, which could have a material adverse effect on our results of operations.

If we record a write-down for inventories or other assets that are obsolete or exceed anticipated demand or net realizable
value, such charges could have a material adverse effect on our results of operations.

We record a write-down for product and component inventories that have become obsolete or exceed anticipated demand or net
realizable value. We review our long-lived assets for impairment

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whenever
events or changed circumstances indicate that the carrying amount of an asset may not be recoverable, and we determine whether valuation allowances are needed against other assets, including,
but not limited to, accounts receivable. If we determine that impairments or other events have occurred that lead us to believe we will not fully realize these assets, we record a
write-down or a valuation allowance equal to the amount by which the carrying value of the assets exceeds their fair market value. Although we believe our inventory and other asset-related
provisions are currently adequate, no assurance can be made that, given the rapid and unpredictable pace of product obsolescence for fashion eyewear, we will not incur additional inventory or
asset-related charges, which charges could have a material adverse effect on our results of operations.

Leonardo Del Vecchio, our chairman and principal stockholder, controls 61.35% of our voting power and is in a position to affect our
ongoing operations, corporate transactions and any matters submitted to a vote of our stockholders, including the election of directors and a change in corporate control.

As of April 15, 2013, Mr. Leonardo Del Vecchio, the Chairman of our Board of Directors, through the company
Delfin S.à r.l., has voting rights over 292,035,339 Ordinary Shares, or 61.35% of the outstanding Ordinary Shares. See Item 7"Major Shareholders and
Related Party Transactions." As a result, Mr. Del Vecchio has the ability to exert significant influence over our corporate affairs and to control the outcome of virtually all matters submitted
to a vote of our stockholders, including the election of our directors, the amendment of our Articles of Association or By-laws, and the approval of mergers, consolidations and other
significant corporate transactions.

Mr. Del
Vecchio's interests may conflict with or differ from the interests of our other stockholders. In situations involving a conflict of interest between Mr. Del Vecchio
and our other stockholders, Mr. Del Vecchio may exercise his control in a manner that would benefit himself to the potential detriment
of other stockholders. Mr. Del Vecchio's significant ownership interest could delay, prevent or cause a change in control of our company, any of which may be adverse to the interests of our
other stockholders.

If our procedures designed to comply with Section 404 of the Sarbanes-Oxley Act of 2002 cause us to identify material weaknesses
in our internal control over financial reporting, the trading price of our securities may be adversely impacted.

Our annual report on Form 20-F includes a report from our management relating to its evaluation of our internal
control over financial reporting, as required under Section 404 of the U.S. Sarbanes-Oxley Act of 2002, as amended. There are inherent limitations on the effectiveness of internal controls,
including collusion, management override and failure of human judgment. In addition, control procedures are designed to reduce, rather than eliminate, business risks. As a consequence of the systems
and procedures we have implemented to comply with these requirements, we may uncover circumstances that we determine, with the assistance of our independent auditors, to be material weaknesses, or
that otherwise result in disclosable conditions. Any identified material weaknesses in our internal control structure may involve significant effort and expense to remediate, and any disclosure of
such material weaknesses or other disclosable conditions may result in a negative market reaction to our securities.

Financial Risks

If the Euro or the Chinese Yuan strengthens relative to certain other currencies or if the U.S. dollar weakens relative to the Euro,
our profitability as a consolidated group could suffer.

Our principal manufacturing facilities are located in Italy. We also maintain manufacturing facilities in China, Brazil, India and the
United States as well as sales and distribution facilities throughout the world.

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As
a result, our results of operations could be materially adversely affected by foreign exchange rate fluctuations in two principal areas:



As
our international operations grow, future changes in the exchange rate of the Euro against the U.S. dollar and other currencies may negatively impact our reported results, although we
have in place policies designed to manage such risk.

See
Item 11"Quantitative and Qualitative Disclosures about Market Risk" and Item 18"Financial Risks" (Note 3).

If economic conditions around the world worsen, we may experience an increase in our exposure to credit risk on our accounts receivable
which may result in increased costs due to additional reserves for doubtful accounts and a reduction in sales to customers experiencing credit-related issues.

A substantial majority of our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures
to monitor and limit exposure to credit risk on our trade and non-trade receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses,
which could have a material adverse effect on our results of operations.

ITEM 4.    INFORMATION ON THE COMPANY

OVERVIEW

We are a market leader in the design, manufacture and distribution of fashion, luxury, sport and performance eyewear. Due to the strong growth enjoyed throughout
2012, our total net sales reached a record Euro 7.1 billion, net income attributable to Luxottica stockholders was Euro 541.7 million and headcount as of
year-end was approximately 70,000 employees. We operate in two industry segments: (i) manufacturing and wholesale distribution; and (ii) retail distribution. See
Item 18"Financial Statements" for additional disclosures about our operating segments. Founded in 1961 by Leonardo Del Vecchio, we are a vertically integrated organization. Our
manufacturing of sun and prescription eyewear is backed by a wide-reaching wholesale network and a retail distribution network comprising approximately 7,000 retail locations as of
December 31, 2012, mostly in North America, Asia-Pacific, China and Latin America.

Product
design, development and manufacturing take place in six production facilities in Italy, two wholly owned factories in China and one sports sunglasses production facility in the
United States. In 2012, we benefitted from the addition of a production facility in Campinas, Brazil, acquired in connection with the purchase of TecnolTecnica Nacional de
Oculos Ltda. ("Tecnol") in the first quarter of 2012. We also have a small plant in India serving the local market. In 2012, our worldwide production reached approximately 75 million
units.

The
design and quality of our products and our strong and well-balanced brand portfolio are known around the world. Proprietary brands include Ray-Ban, one of the
world's best-known brands for

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eyewear,
Oakley, Vogue, Persol, Oliver Peoples, Alain Mikli, Arnette and REVO, and our licensed brands include Bulgari, Burberry, Chanel, Coach, Dolce & Gabbana, Donna Karan, Paul Smith, Polo
Ralph Lauren, Prada, Stella McCartney, Tiffany, Tory Burch, Versace and, starting from 2013, Armani. Our wholesale distribution network covers more than 130 countries across five continents and has
over 40 commercial subsidiaries providing direct operations in key markets.

Our
direct wholesale operations are complemented by an extensive retail network comprising approximately 7,000 stores worldwide at December 31, 2012. We are a leader in the
prescription business in North America with our LensCrafters and Pearle Vision retail brands, in Asia-Pacific with our OPSM and Laubman & Pank brands, in China with our LensCrafters
brand and in South America with our GMO brand. In North America, we operate points of sale for our retail Licensed Brands under the Sears Optical and Target Optical brands. In addition, we are one of
the largest managed vision care operators in the United States, through EyeMed, and the second largest lens finisher, having a network of five central laboratories and over 900 on-site
labs at LensCrafters stores.

In
recent years, we have developed a global sun and luxury retail organization to support and reinforce our global retail brands dedicated to sun and luxury eyewear, including the
Sunglass Hut, ILORI, The Optical Shop of Aspen and Bright Eyes brands. The Sunglass Hut brand, in particular, has a global presence, namely in North America, Asia-Pacific, South Africa,
Europe, Latin America and the Middle East.

Our
Oakley brand provides a powerful wholesale and retail ("O Stores") presence in both the performance optics and the sport channels. In our O Store locations, we offer a variety of
Oakley-branded products in addition to our Oakley eyewear styles. Our Oakley-branded products include apparel, footwear, backpacks and accessories designed for surf, snow, golf, outdoor, motor sport,
mountain bike and other athletic lifestyles.

Our
distribution channels are complemented by an e-commerce component, including the Oakley, Ray-Ban and Sunglass Hut websites. The e-commerce
strategy is to enter additional markets as the business matures.

In
2012, 47.3% of our total net sales related to prescription frames and lenses and 52.7% related to sunglasses.

Our
capital expenditures for our continuing operations were Euro 365.0 million, excluding capital leases of Euro 7.9 million, for the year ended
December 31, 2012 and Euro 68.8 million for the three-month period ended March 31, 2013. We expect 2013 aggregate capital expenditures to be approximately
Euro 380 million, excluding any additional investments for business acquisitions. The most significant investments planned are the remodeling of existing stores for our North American
retail operations and the continuing rollout of a new IT infrastructure worldwide. We expect to fund these future capital expenditures with our current available borrowing capacity and available cash.
For a description of capital expenditures for the previous three years, see
Item 5"Operating and Financial Review and ProspectsLiquidity and Capital ResourcesCash FlowsInvesting Activities."

Our
principal executive offices are located at Via C. Cantù 2, Milan 20123, Italy, and our telephone number at that address is
(011) 39-02-863341. We are domiciled in Milan, Italy.

HISTORY

Incorporation

Luxottica Group was founded by Leonardo Del Vecchio in 1961, when he set up Luxottica di Del Vecchio e C. S.a.S., which subsequently became a joint-stock company
organized under the laws of Italy under the name of Luxottica S.p.A. We started out as a small workshop and operated until the end of the 1960s as a contract producer of dyes, metal components
and semi-finished goods for the optical

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industry.
We gradually widened the range of processes offered until we had an integrated manufacturing structure capable of producing a finished pair of glasses. In 1971, our first collection of
prescription eyewear was presented at Milan's MIDO (an international optics trade fair), marking our definitive transition from contract manufacturer to independent producer.

Expansion in Wholesale Distribution

In the early 1970s, we sold our frames exclusively through independent distributors. In 1974, after five years of sustained development of our manufacturing
capacity, we started to pursue a strategy of vertical integration, with the goal of distributing frames directly to the market. Our first step was
the acquisition of Scarrone S.p.A., which had marketed our products since 1971, bringing with it a vital knowledge of the Italian eyewear market.

Our
international expansion began in the 1980s with the acquisition of independent distributors and the formation of subsidiaries and joint ventures in key international markets.

Our
wholesale distribution expansion has focused on customer differentiation, customized service and new sales channels, such as large department stores, travel retail and
e-commerce, as well as penetration in the emerging markets. The acquisition, in 1981, of La Meccanoptica Leonardo, the owner of the Sferoflex brand and an important flexible hinge patent,
enabled us to enhance the image and quality of our products and increase our market share.

From
the late 1980s, eyeglasses, previously perceived as mere sight-correcting instruments, began to evolve into "eyewear." Continual aesthetic focus on everyday objects and designers'
interest in the emerging accessories industry led us, in 1988, to embark on our first collaboration with the fashion industry by entering into a licensing agreement with Giorgio Armani. We followed up
that initial collaboration, with numerous others and with the acquisition of new brands, gradually building our current world-class brand portfolio and thereby increasing our commitment to research,
innovation, product quality and manufacturing excellence.

Over
the years, we have launched collections from names like Bulgari (1997), Chanel (1999), Prada (2003), Versace (2003), Donna Karan (2005), Dolce & Gabbana (2006), Burberry
(2006), Polo Ralph Lauren (2007), Tiffany (2008), Stella McCartney (2009), Tory Burch (2009), Coach (2012) and Armani (2013).

In
addition, we acquired Ray-Ban in 1999, one of the world's best-known sunglasses brands. Through this acquisition, we obtained crystal sun lens technology and
associated manufacturing capacity and added to our portfolio the Arnette, REVO and Killer Loop brands.

In
2007, we acquired California-based Oakley, a leading sport and performance brand, which owned the Oliver Peoples brand and a license to manufacture and distribute eyewear under the
Paul Smith name. Oakley also had its own retail network at the time of over 160 stores.

In
the first quarter of 2013, we acquired Alain Mikli International, a French luxury and contemporary eyewear company, which owns the Alain Mikli brand and Starck Eyes license. As a
result of the acquisition, we will strengthen both our luxury brand portfolio and prescription offerings, which now include Alain Mikli's distinctive designs.

Financial Markets

In 1990, we listed our American Depositary Shares ("ADSs") on the New York Stock Exchange. In 2000, our stock was listed on Borsa Italiana's electronic share
market and it has been in Italy's Mercato Telematico Azionario ("MTA") since 2003.

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Retail Distribution

In 1995, we acquired The United States Shoe Corporation, which owned LensCrafters, one of North America's largest optical retail chains. As a result, we became
the world's first significant eyewear manufacturer to enter the retail market, thereby maximizing synergies with our production and wholesale distribution and increasing penetration of our products
through LensCrafters stores.

Since
2000, we have strengthened our retail business by acquiring a number of chains, including Sunglass Hut (2001), a leading retailer of premium sunglasses, OPSM Group (2003), a
leading optical retailer in Australia and New Zealand, Cole National Corporation ("Cole") (2004), which brought with it another important optical retail chain in North America, Pearle Vision, and an
extensive retail Licensed Brands store business (Target Optical and Sears Optical). In 2005, we began our retail expansion into China, where LensCrafters has become a leading brand in the country's
high-end market. In the same year, we also started to expand Sunglass Hut globally in high-potential markets like the Middle East, South Africa, Thailand, India, the
Philippines, Mexico, Brazil and Mediterranean Europe. In 2011, we started our optical retail expansion in Latin America by completing the acquisition of Multiópticas Internacional S.L.
("MOI" or "Multiópticas Internacional"), a leading retailer in Chile, Peru, Ecuador and Colombia operating under the Opticas GMO, Econópticas and Sun Planet retail
brands.

DESIGN AND PRODUCT DEVELOPMENT

Emphasis on product design and the continuous development of new styles is key to Luxottica's success. During 2012, we added approximately 1,700 new styles to our
eyewear collections. Each style is typically produced in two sizes and five colors.

The
design of the Group's products is the focal point where vision, technology and creativity converge.

Each
pair of eyewear expresses Luxottica's two core precepts: on the one hand, use of innovative materials, technologies and processes, and on the other, craftsmanship to create unique
eyewear.

The
design process begins with our in-house designers who work in an environment that emphasizes innovation and originality and espouses a creative process that views eyewear
as art, as objects to put on display. They draw inspiration from both market trends and their own imagination and creativity. In addition, our design team works directly with the marketing and sales
departments, which monitor the demand for our current models, as well as general style trends in eyewear. The information obtained from the marketing and sales departments is used by our designers to
refine existing product designs and by our marketing and sales departments to develop market positioning strategies in order to react to changing consumer preferences.

After
the design process has been completed, the product development process is executed through engineering, planning, manufacturing and delivery of our products. The engineering
process consists of the product development stages between style sketches and the manufactured final products. By scheduling the process pursuant to a launch calendar that focuses on customer and
geographic demand, the engineering department has been able to decrease product development timelines in recent years.

The
research and development efforts of our engineering staff also play a crucial role in the product development process. Our engineers are continuously looking for new materials,
concepts and technology innovations to be applied to our products and processes in an effort to differentiate them in the eyewear market.

During
the initial phase of the development process, the prototype makers transform designs into one-off pieces, crafted by hand with precision. Once developed, they are
passed on to the product department, which uses visual rendering and 3D software to analyze the steps necessary to bring the prototype to mass production.

At
this point in the cycle, the mold workshop designs and assembles the equipment needed to make the components for the new model. The first specimens obtained are assembled and undergo
a series of tests required by internal quality control procedures.

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The next steps in the process involve the production and quality certification of sales samples of the new models. These samples are subjected to another sequence
of tests to ascertain the quality of the engineering.

The
final step is the production of an initial batch using definitive tooling certified by an external standards organization. These samples are produced in a pilot facility representing
the plant chosen to mass-produce the new model in order to meet the needs of production planning.

BRAND PORTFOLIO

Our brand portfolio is one of the largest in the industry and continuously evolves, with our major global brands backed by leading brands both at a regional level
and in particular segments and niche markets. Our portfolio is well-balanced between proprietary and licensed brands, combining the stability of the former with the prestige of the latter.

The
presence of Ray-Ban, one of the world's best-selling brands of sun and prescription eyewear, and Oakley, a leader in the sport and performance category, gives
the portfolio a strong base, complemented by Persol, Oliver Peoples and Alain Mikli in the high end of the market, Arnette and REVO in the sports market, and Vogue in the fashion market.

Alongside
the proprietary brands, our portfolio has over 20 licensed brands, including some well-known and prestigious names in the global fashion and luxury industries. With
our manufacturing know-how, capillary distribution and direct retail operations supported by targeted advertising and our experience in international markets, our goal is to be the ideal
partner for fashion houses and stylists seeking to translate their style and values into successful premium quality eyewear collections. We differentiate each designer's offering, segmenting it by
type of customer and geographic market, to produce a broad range of models capable of satisfying diverse tastes and tendencies and to respond to the demands and characteristics of widely differing
markets. Each style is typically produced in two sizes and five colors.

In
January 2013, we commenced an exclusive ten-year license agreement with the Armani Group for the design, manufacturing and worldwide distribution of sun and prescription
eyewear under the Giorgio Armani, Emporio Armani and A/X Armani Exchange brands. The first Armani collections were launched during the first quarter of 2013 and are distributed through Armani stores
worldwide, independent optical locations, select department stores as well as through select travel retail locations and Luxottica's retail chains.

The
following table presents the respective percentages of our total sales in Euros comprised by our designer and proprietary brands during the periods indicated:

Year Ended December 31,2012

2011

2010

2009

2008Designer brands


29.7
%

30.5
%

32.4
%

35.8
%

42.8
%Proprietary brands


70.3
%

69.5
%

67.6
%

64.2
%

57.2
%


The
following table presents the respective percentages of our total sales in Euros comprised by our prescription frames and lenses and sunglasses for the periods indicated:

Year Ended December 31,2012

2011

2010

2009

2008Prescription frames and lenses


47.3
%

46.3
%

50.2
%

51.5
%

52.8
%Sunglasses


52.7
%

53.7
%

49.8
%

48.5
%

47.2
%


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Proprietary Brands

In 2012, proprietary brands accounted for approximately 70% of sales of designer and proprietary brands on a combined basis. Ray-Ban and Oakley, the
two biggest eyewear brands
in our portfolio, accounted for approximately 23.1% and 11.7%, respectively, of the Group's 2012 net sales.



Style, tradition and freedom of expression are the key values underpinning the philosophy of Ray-Ban, a leader in sun and
prescription eyewear for generations. Debuting in 1937 with the Aviator model created for American Air Force pilots, Ray-Ban joined Luxottica's brand portfolio in 1999. Ray-Ban
is recognized for the quality and authenticity of its eyewear and is worn by celebrities all over the world.



Acquired by Luxottica in 2007, Oakley is a leading sports eyewear brand, known for its blend of technology, design and art across all
its products. In addition to its sun and prescription eyewear and ski goggles, it offers branded apparel, footwear and accessories in collections addressing specific consumer categories: Sport/Active,
Lifestyle and Women. Oakley is also well-known for its lens technologies and especially its High Definition Optics® (HDO®).



Persol, the iconic "Made in Italy" eyewear brand, made its debut in 1917 and was acquired by Luxottica in 1995. With its evocative
name, meaning "for sun," it is the proud heir to a culture of excellence and craftsmanship, a perfect alchemy of aesthetics and technology. The irresistible appeal of timeless design and high quality
make the brand a favorite among celebrities.



Launched in 1973 under the same name as the famous fashion magazine, Vogue Eyewear was acquired by Luxottica in 1990. Vogue models
distinguish themselves through their innovative and fashionable designs, their variety of colors and frames and the smart detailing on the temples.



Launched in California in 1992, Arnette was acquired by us in 1999, and combines the comfort and functionality demanded by extreme
sports enthusiasts.



Acquired in 2007, ESS designs, develops and markets advanced eye protection systems for military, firefighting and law enforcement
professionals worldwide and is a leading supplier of protective eyewear to the U.S. military and firefighting markets.



Created in 1989, Killer Loop joined our brand portfolio in 1999. It gradually evolved from a general sports style to embody a more
"urban" spirit. In 2008 it took on a new name, K&L, and launched a project for collections specifically addressing the preferences of consumers in emerging markets, but maintaining global
distribution.

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Launched in 1967, the Group's original line best conveys the experience and tradition that are its essence.



Launched in 2005 and part of our brand portfolio since 2007, Mosley Tribes combines design and aesthetics with a vision of the urban
lifestyle and sports performance worlds. The sleek and stylish frames use titanium and injected plastic for a lightweight design, ideal for active individuals. Most frames feature advanced lens
technology.



Acquired by Luxottica in 2007, Oliver Peoples began in 1987 with the introduction of a retro-inspired eyewear collection created by
designer and optician Larry Leight. Select eyewear is handcrafted from the finest quality materials, in colors exclusive to Oliver Peoples. Frames are manufactured in limited quantities and with
deliberate anti-logo labeling that appeals to sophisticated consumers.



Created in 1985 and acquired by Luxottica in 1999, REVO is characterized by an innovative lens based on a technology that NASA
developed for satellite portholes, offering maximum protection against ultraviolet and infrared light.



Sferoflex, which joined the Group's portfolio in 1981, takes its name from the patented flexible hinge enabling the temples to conform
to the shape and size of the face, thus increasing the resilience of the frame itself and ensuring perfect fit.

Licensed Brands

Designer lines are produced and distributed through license agreements with major fashion houses. The license agreements are exclusive contracts, which typically
have terms of between three and ten years and may contain options for renewal for additional periods. Under these license agreements, we are required to pay a royalty ranging from 5% to 14% of the net
sales of the related collection and a mandatory marketing contribution of between 5% and 10% of net sales.

Prada
and Dolce & Gabbana are two significant licenses in our portfolio as measured by total sales. In 2012, sales realized through the Prada, Prada Linea Rossa and Miu Miu brand
names together represented approximately 3.9% of total sales, whereas the sales realized through the Dolce & Gabbana group brands represented approximately 2.6% of total sales.



Characterized by lightweight materials and a slender line, the Brooks Brothers collections reflect the iconic features of the style of
this American brand. This is an affordable product line with classic style that delivers functionality, lightness and high quality. The original license agreement was entered into in 1992.



Extending its vision of extraordinary beauty to everyday objects, Bulgari, under license since 1997, applies the same uncompromising
design and product standards to its men's and women's eyewear

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collections,
recapturing fine handcrafting in ladies collections and technical innovation in gentlemen's styles.



Since its founding in England in 1856, Burberry has been synonymous with quality, as defined by the endurance, classicism and
functionality that characterized its history. Burberry has become a leading luxury brand with a global business. The eyewear collection, under license since 2006, is inspired by the brand's innovative
ready-to-wear and accessories collections and incorporates very recognizable iconic elements for both men and women.



In 1999, Luxottica was the first company licensed to produce Chanel eyewear products. The Chanel eyewear collection, targeting
luxury-oriented consumers, reflects the essential characteristics of the brand: style, elegance and class.



Founded in 1941 as a family-run workshop in a Manhattan loft, Coach has grown to become a leading American marketer of fine
accessories and gifts for women and men. Under license since 2012, the Coach eyewear collection perfectly expresses the signature look and distinctive identity of the Coach brand.



In 2010, Coach launched the Reed Krakoff brand, with stores opened in New York, Tokyo and Las Vegas. The sunwear collection, under
license since 2012, combines the glamour and modern elegance of Krakoff's art with the distinctive details taken from his fashion house.



Dolce & Gabbana is a luxury brand that draws inspiration from the roots and the authentic values of its own DNA: Sicily,
sensuality and sartorial ability. Dolce & Gabbana's essence lies in its contrasting yet complementary features. The eyewear collection, under license since 2006, is characterized by glamorous,
unconventional shapes, prestigious materials and sumptuous detailing.



Under license since 2005, this product line reflects the design sensibility and spirit of the Donna Karan collection. Designed "for a
woman by a woman," the collection offers sophisticated styling, sensuality and comfort in a modern way with identifiable detailing and quality workmanship.



DKNY is easy-to-wear fashion with an urban mindset, the energy of New York City and its street-smart look. DKNY
eyewear caters to modern, urban, fashion conscious women and men, addressing a broad range of lifestyle needs, from work to weekend, jeans to evening. The license was entered into in 2005.



Licensed by Luxottica in 2007, the Paul Smith brand, launched in 1994, includes prescription and sun eyewear featuring the whimsical
yet classic designs and attention to detail that are synonymous with one of Britain's leading fashion designers.

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Under license since 2007, the Ralph Lauren Group includes the following collections:



Under license since 2003, the Prada Group includes the following collections:



Stella McCartney, under license since 2009, is a design lifestyle brand, synonymous with modern cool. The sunglasses collection appeals
to women who are naturally sexy and confident, combining

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everyday
quality with sophistication and masculinity with feminine allure and allowing its wearers to create their own distinctive look.



Founded in 1837 in New York City, Tiffany has a rich heritage filled with celebrated events, artists and milestones that live on today
in legendary style. We were the first company licensed to produce Tiffany's eyewear collection, which takes inspiration from the most iconic jewelry collection, celebrating stunning originality and
enduring beauty. The first collection was launched in 2008.



Under license since 2009, Tory Burch is an attainable luxury lifestyle brand defined by classic American sportswear with an eclectic
sensibility, which embodies the personal style and spirit of its co-founder and creative director, Tory Burch.



Versace is a prestigious fashion and lifestyle brand, symbol of Italian luxury world-wide. The collection is intended for
men and women looking for a contemporary style that is strong in personality, sexy and sophisticated. The eyewear collection, under license since 2003, perfectly combines glamour and modern elegance,
bearing the distinctive details taken from the graphic direction of the fashion house.

MANUFACTURING

Plants and Facilities

Our primary manufacturing facilities are located in Italy, China, the United States and Brazil.

We
have six manufacturing facilities in Italy: five in northeastern Italy, the area in which most of the country's optical industry is based, and one near Turin.

Over
the years, we have consolidated our manufacturing processes by utilizing a consistent production technology in each of the Italian facilities. This consolidation has enabled us to
improve both the productivity and quality of our manufacturing operations. Plastic frames are made in the Agordo, Sedico, Pederobba and Lauriano facilities, while metal frames are produced in Agordo
and Rovereto. Certain metal frame parts are produced in the Cencenighe plant. The Lauriano facility also makes crystal and polycarbonate lenses for sunglasses.

From
1998 to 2001, we operated the Dongguan plant in China's Guangdong province through our 50%-owned joint venture (Tristar Optical Company Ltd.) with a Japanese partner. In
2001, Luxottica acquired the remaining 50% interest in this Chinese manufacturer and, in 2006, we increased our manufacturing capacity in China through the construction of a new manufacturing facility
to produce both metal and plastic frames. After the construction of this new facility, our annual average daily production in China increased by approximately 80% in 2006 compared to 2005. Since then,
we have further expanded our manufacturing capacity in China. During 2010, Tristar started producing plastic sun lenses, which are paired with frames manufactured in the same
Chinese facility. A newly developed state-of-the-art decoration department incorporates manufacturing processes adapted from different industries.

The
Foothill Ranch facility in California manufactures high-performance sunglasses and prescription frames and lenses and assembles most of Oakley's eyewear products. The
production of Oakley apparel, footwear, watches and certain goggles is outsourced to third-party manufacturers.

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The
manufacturing facility in Campinas, Brazil, produces both plastic and metal frames for the Brazilian market. In September 2012, we launched the first locally designed and produced
Vogue prescription collection for this market. In 2013, we plan to add the production of select Ray-Ban, Arnette and Oakley collections.

Luxottica
also operates a small plant in India serving the local market.

In
2012, the Group's manufacturing facilities produced a combined total of approximately 75 million prescription frames and sunglasses. Approximately 40% of the frames were
metal-based, and the remaining frames were plastic. Three main manufacturing technologies are involved: metal, acetate slabs and plastic (injection molding). The manufacturing process for both metal
and plastic frames begins with the fabrication of precision tooling and molds based on prototypes developed by in-house designers and engineering staff.



The manufacturing process for metal frames has approximately 70 phases, beginning with the production of basic components such as rims,
temples and bridges, which are produced through a molding process. These components are then welded together to form frames over numerous stages of detailed assembly work. Once assembled, the metal
frames are treated with various coatings to improve their resistance and finish, and then prepared for lens fitting and packaging.



Plastic frames are manufactured using either a milling or an injection molding process. In the milling process, a computer controlled
machine carves frames from colored plastic sheets. This process produces rims, temples and bridges that are then assembled, finished and packaged. In the injection molding process, plastic resins are
liquefied and injected into molds. The plastic parts are then assembled, coated, finished and packaged.

We
engage in research and development activities relating to our manufacturing processes on an on-going basis. As a result, we plan to invest over
Euro 200 million over the next three years to increase manufacturing capacity in Italy, China, the United States, Brazil and India, as well as for innovation and information technology
enhancements. This commitment is expected to translate into increased efficiency and improved quality of our manufacturing processes.

Suppliers

The principal raw materials and components purchased for the manufacturing process include plastic resins, acetate sheets, metal alloys, crystal and plastic
lenses and frame parts.

We
purchase a substantial majority of raw materials in Europe and Asia and, to a lesser extent, in the United States. In addition, we use external suppliers for frames, lenses, eyewear
cases, packaging materials, machinery and equipment, and for some logistic services. We also rely on outside suppliers for the production of Oakley apparel, footwear, accessories and watches.

Although,
historically, prices of the raw materials used in our manufacturing process have been stable, in 2012 we continued to utilize a process to hedge the risk of price fluctuations
for gold and palladium, in order to minimize the related impact. Regarding other raw materials and components used in our manufacturing process, we negotiate prices directly with our suppliers.

We
have continued to build strong relationships with our major strategic suppliers. In 2012, we continued to monitor the risk management initiatives in our purchasing function to
identify potential risks (impact and probability) and implemented mitigation actions if not already in place. With most suppliers, we maintain agreements that prohibit disclosure of our proprietary
information or technology to third

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parties.
Although our Oakley subsidiary relies on outside suppliers for most of the specific molded components of its glasses and goggles, it generally retains ownership of the molds used in the
production of the components. Most of the components used in our products can be obtained from one or more alternative sources within a relatively short period of time, if necessary or desired. In
addition, we have strengthened the in-house injection molding capability for sunglass lenses and built new ones on crystal lenses.

Essilor
International ("Essilor") is one of the largest suppliers of our retail operations, accounting for 31% of total North America retail lens merchandise purchases and related
processing costs in 2012 and 27% in 2011. We have entered into a number of long-term contracts with Essilor governing new products and have additional agreements directly with lens casters
to ensure that we maintain adequate access to suppliers. In addition, Luxottica Retail North America Inc. ("Luxottica Retail N.A.") has both purchase and long-term financing
contracts with Essilor to acquire anti-reflective equipment that has been or will be installed at selected LensCrafters in-store labs. We have not experienced any significant
interruptions in our sourcing of supplies and we believe that the loss of Essilor or any of our other suppliers would not have a significant long-term impact on our operations.

Luxottica
and Essilor have formed a long-term joint venture for the Australian and New Zealand markets. This alliance (which is majority controlled by Essilor) manages Eyebiz
Laboratories Pty Ltd, which provides lens manufacturing, finished lenses, and fitting services for Australia and New Zealand. During 2011, the joint venture invested in a new,
state-of-the-art facility in Thailand capable of providing 24-hour production seven days a week.

Quality Control

The satisfaction of wholesale clients and retail consumers is one of Luxottica's primary objectives. At Luxottica, achieving this objective means continually
improving quality in every phase of our production and distribution cycles and this has been one of the drivers prompting our full vertical integration. By increasing production capacity in both
developed and emerging countries, we are pursuing a crucial goal: delivering the same "Made by Luxottica" quality everywhere in the world. Wherever design and production of frames and sun lenses take
place, a single quality system applies to every process involved, from product development to procurement, distribution, operational analysis and uniform and measurable performance management in the
plants. Most of the manufacturing equipment that we use is specially designed and adapted for our manufacturing processes. This facilitates a rapid response to customer demand and an adherence to
strict quality control standards.

Through
on-going verification of precision and expertise in all the phases of production, we seek to manufacture a product of the highest quality. Quality and process control teams
regularly inspect semi-finished products, verifying the feasibility of prototypes in the design phase, controlling standards in both the product development and production phases,
subsequently checking for resistance to wear and tear and reviewing optical properties in relation to type of use. The manufacturing processes and materials used by primary suppliers are also
controlled and certified.

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We design products to meet or exceed relevant industry standards for safety, performance and durability. Throughout the development process, our optical products
undergo extensive testing against standards established specifically for eyewear by ANSI (Z.80.3), ASTM, Standards Australia Limited (AS 1067) and EU (EN 1836 and ISO EN 12870). These standards relate
to product safety and performance and provide quantitative measures of optical quality, UV protection, light transmission and impact resistance.

To
assure our quality standards worldwide and the right support for quality improvement, we have three main labs, one in each of Italy, China and the United States. Each lab is
responsible for establishing and maintaining the quality standards in the region where it is located and supports activities in engineering, production and market feedback management. All of our labs
conduct the same tests using the same equipment and procedures, which are developed and approved in the central Italian lab.

Every
year, we enhance the performance criteria used in our standards tests and introduce new requirements. As a result of the effectiveness of our quality control program, the return
rate for defective merchandise manufactured by us has remained stable at approximately 1% in 2012.

DISTRIBUTION

Our Principal Markets

The following table presents our net sales by geographic market and segment for the periods indicated:

Year Ended December 31,(Amounts in thousands of Euro)

2012

2011

2010European Retail


134,020


114,334


103,585European Wholesale


1,183,312


1,128,946


1,059,942North America Retail


3,380,684


3,008,990


2,942,009North America Wholesale


742,205


596,324


539,916Asia-Pacific Retail


626,290


563,458


495,083Asia-Pacific Wholesale


271,201


216,260


250,054Other Retail


172,074


79,361


20,956Other Wholesale


576,355


514,810


386,491Total


7,086,142


6,222,483


5,798,035


Logistics

Our distribution system is globally integrated and supplied by a centralized manufacturing programming platform. The network linking the logistics and sales
centers to the production facilities in Italy, China, the United States and Brazil also provides daily monitoring of global sales performance and inventory levels so that manufacturing resources can
be programmed and warehouse stocks re-allocated to meet local market demand. This integrated system serves both the retail and wholesale businesses and is one of the most efficient and
advanced logistics system in the industry, with 20 distribution centers worldwide, of which 12 are in the Americas, six are in the Asia-Pacific region and two are in the rest of the world.

We
have four main distribution centers (hubs) in strategic locations serving our major markets: Sedico (Italy), Atlanta (United States), Ontario (United States) and Dongguan (China).
They operate as centralized facilities, offering customers a highly automated order management system that reduces delivery times and keeps stock levels low.

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The
Sedico hub was opened in 2001 and is state of the art in the sector. In 2012, it managed over 19,400 orders per day, including eyeglasses and spare parts. Sedico ships over 187,000
units daily to customers in Europe, North America, the Middle East, Africa and to the Group's distribution centers in the rest of the world, from which they are then shipped to local customers.

The
Sedico hub enabled us to close local warehouses throughout Europe that served the previous distribution system, improving the speed and efficiency of our distribution.

The
Atlanta facility, opened in 1996, has consolidated several North America based facilities into a single state-of-the-art distribution center
located close to one of the major airport hubs of the United States. This facility has a highly advanced
cross-belt sorting system that can move up to 150,000 units per day. In late 2009, the facility, which was originally a retail-only distribution center, started serving both
our retail and wholesale businesses in the North American market.

The
Dongguan hub was opened in 2006 and manages an average of 170,000 units per day. The growth in the Asia-Pacific region has resulted in this hub becoming a strategic part
of the Group's distribution network. We continue to invest in ways to improve services and increase capacity in order to create even greater efficiencies in the region.

In
2009, the information system SAP (Systems, Applications and Products in Data Processing) was implemented in the Sedico logistics hub. In 2010, it was utilized in the operations of the
Dongguan logistics hub. The SAP global implementation continued and was implemented throughout 2012 in the Chinese operations at the Tristar facility and at the Atlanta and Ontario distribution
centers, thus providing further support to manufacturing management, enhanced inventory control, network optimization and the order management process.

In
the last three years, overall service levels improved by approximately 30% reaching an efficiency that has reduced our logistics costs by approximately 12%. Our focus on logistics in
emerging markets (Brazil, China, India, Turkey and Mexico) allows us to serve those markets with efficiency and speed that is comparable to what we are delivering in mature markets, such as Europe.

Wholesale Distribution

Our wholesale distribution structure covers more than 130 countries, with over 40 directly controlled or majority owned operations in the major markets and
approximately 100 independent distributors in other markets. Each wholesale subsidiary operates its own network of sales representatives who are normally retained on a commission basis. Relationships
with large international, national and regional accounts are generally managed by employees.

Customers
of our wholesale business are mostly retailers of mid- to premium-priced eyewear, such as independent opticians, optical retail chains, specialty sun retailers,
department stores and duty-free shops. We are currently seeking to further penetrate emerging markets and further exploit new channels of distribution, such as department stores, travel
retail and e-commerce.

Certain
brands, including Oakley, also are distributed to sporting goods stores and specialty sports stores, including bike, surf, snow, skate, golf and motor sports stores.

In
addition to offering our wholesale customers some of the most popular brands, with a broad array of models tailored to the needs of each market, we also seek to provide them with
pre- and post-sale services to enhance their business. These services are designed to provide customers with the best product, and in a time frame and manner that best serve
our customers' needs.

We
maintain close contact with our distributors in order to monitor sales and the quality of the points of sale that display our products.

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In
2002, we introduced within the Wholesale Division the STARS program (Superior Turn Automatic Replenishment System), originally under the name "Retail Service," to provide third-party
customers with an enhanced partnership service that leverages our knowledge of local markets and brands to deliver fresh, high-turnover products and maintain optimal inventory levels at
each point of sale. This business unit directly manages product selection activities, production and assortment planning and automatic replenishment of our products in the store on behalf of the third
party customer, utilizing ad hoc systems, tools and state-of-the-art planning techniques.

By
the end of 2012, STARS served a total of approximately 3,000 stores in the major European markets, Latin America and emerging markets.

Retail Distribution

With a strong portfolio of retail brands, we are well positioned to reach different segments of the market. The retail portfolio offers a variety of
differentiation points for consumers, including the latest in designer and high-performance sun frames, advanced lens options, advanced eyecare, everyday value and high-quality
vision care health benefits.

As
of March 31, 2013, our retail business consisted of 6,421 corporate stores and 557 franchised or licensed locations as follows:

Africa
and
Middle
East



Central
and
South
AmericaNorth
America

Asia-
Pacific

China /
Hong Kong



South AfricaEurope

TotalLensCrafters

963



204









1,167Pearle Vision

254













254Sunglass Hut(1)

1,895

244

8

231



120

177

2,675Ilori and The Optical Shop of Aspen

37













37Oliver Peoples

7













7Alain Mikli

5

9

7

5







26Oakley retail locations(2)

149

22



13





4

188Sears Optical

742













742Target Optical

331













331OPSM



391











391Laubman & Pank



48











48Budget Eyewear(3)



2











2Bright Eyes



26











26David Clulow(4)







92







92GMO(5)













456

456Franchised or licensed locations(6)

376

135



8

35



3

557Total

4,759

877

219

349

35

120

640

6,999


(1)Includes
Sunglass Icon locations and acquired locations in Latin America.(2)Includes
Oakley "O" Stores and Vaults.(3)On
January 24, 2012, the Board of Directors of Luxottica approved the reorganization of the retail business in Australia. As a result of this
reorganization the Group will close about 10% of its Australian and New Zealand stores and progressively stop selling under the Budget Eyewear trademark, redirecting resources into its market leading
OPSM brand.(4)Includes
David Clulow joint venture stores.(5)Includes
stores operating under the GMO and Econópticas retail brands.(6)Includes
primarily franchised and licensed locations for Pearle Vision (357 locations) and Bright Eyes (48 locations), with the remaining locations for
Budget Eyewear, David Clulow, Sunglass Hut, Oakley "O" Stores and Vaults, Oliver Peoples, Icon-HMS and Alain Mikli.


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Our retail stores sell not only prescription frames and sunglasses that we manufacture but also a wide range of prescription frames, lenses and
other ophthalmic products manufactured by other companies. In 2012, net sales of the Retail division from our own brand names and our licensed brands represented approximately 87.1% of the total net
sales of frames by the Retail division (86.1% in 2011).



Our optical retail operations are anchored by leading brands such as LensCrafters and Pearle Vision in North America, OPSM and
Laubman & Pank in Australia and New Zealand and GMO in Latin America. We also have a retail presence in China, where we operate in the premium eyewear market with LensCrafters. Due to the
fragmented nature of the European retail market, we do not operate optical retail stores in Europe outside of the United Kingdom, where we operate a network of more than 80 David Clulow stores,
selling both prescription and sun products. As of March 31, 2013, our optical retail business consisted of approximately 3,810 retail locations globally.



LensCrafters is currently the largest optical retailer in North America in terms of sales. Usually located in high-traffic
commercial malls and shopping centers, the stores offer a wide array of premium prescription frames and sunglasses, mostly made by
Luxottica, but also a wide range of high-quality lenses and optical products made by other suppliers. LensCrafters was founded in 1983 with the idea of providing customers with a pair of
quality glasses in about an hour, which today represents a key feature of LensCrafters' customer service model. Most stores in North America have onsite either an independent or employed doctor of
optometry and a fully equipped, state-of-the-art lens laboratory that is able to craft, surface, finish and fit lenses in about one hour. As part of its underlying
commitment to customer satisfaction and industry innovation, over the last couple of years, LensCrafters has further invested in technology to enable a distinctive signature customer experience by
including the AccuFit Digital Measurement technology, which provides a lens fit with five times greater precision than traditional methods, and the anti-reflective coating
capability at in-store labs, further enhancing the "one-hour service" concept.

In
2006, Luxottica began to expand the LensCrafters brand in China by rebranding the stores that we acquired through the acquisition of three retail chains in Beijing, Shanghai,
Guangdong and Hong Kong. Hong Kong is one of China's most significant luxury markets, and launching LensCrafters as a premium brand in Hong Kong was important for increasing awareness and consumer
demand for Luxottica products and services in the region.

As
of March 31, 2013, we operated a retail network of 1,167 LensCrafters stores, of which 963 stores are in North America and 204 stores are in China and Hong Kong.



Acquired by Luxottica in 2004, Pearle Vision is one of the largest optical retail chains in North America. LensCrafters' and Pearle
Vision's positionings are complementary. Pearle Vision focuses on the factors that made the brand a success: customers' trust in the doctor's experience and the quality of service they receive, which
made Pearle Vision the "Home of Trusted Eyecare" for generations of Americans. Pearle Vision is expanding through franchising and is one of the largest franchise systems in optical retailing.

As
of March 31, 2013, Pearle Vision operated 254 corporate stores and had 357 franchise locations throughout North America.

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With the acquisition of Cole in 2004, Luxottica also acquired a network of retail locations in North America operating under the brand
names of their respective host American department stores. These "retail Licensed Brands" are Sears Optical and Target Optical and offer consumers the convenience of taking care of their optical needs
while shopping at a department store. Each of these brands has a precise market positioning that Luxottica has reinforced by improving service levels while strengthening their fashion reputation with
brands such as Ray-Ban and Vogue.

As
of March 31, 2013, Luxottica operated 742 Sears Optical and 331 Target Optical locations throughout North America.



OPSM is the largest optical retail chain in Australia and New Zealand. In 2012, Luxottica amplified its focus on OPSM, with the aim of
repositioning it as a single national brand and revamping the Group's retail footprint. As a result of this "network transformation," the Group has either closed or rebranded about 10% of its
Australian and New Zealand stores and is progressively phasing out the Budget Eyewear stores.

Already
renowned among luxury and fashion-minded customers for its range of optical frames and sunglasses, OPSM has increased its commitment to providing the highest level of quality eye
care to its customers with a significant investment in optometry and digital retinal scanners across the store network.

As
of March 31, 2013, Luxottica operated 340 stores and 10 franchise locations throughout Australia. OPSM also has 50 owned stores in New Zealand, mainly in large urban areas.



Laubman & Pank is well-known in regional Australian markets for high-quality eye care and outstanding
service. Laubman & Pank's target customer is the "independent" optical shopper looking for expert eye health services combined with a personalized customer experience.

As
of March 31, 2013, Luxottica owned 48 stores throughout Australia.



GMO, an optical market leader in Latin America, became a part of Luxottica Group in July 2011, following the acquisition of
Multiópticas Internacional. Since its beginning in 1998, GMO has developed a reputation for optical retail excellence among consumers in Chile, Peru, Ecuador and Colombia with its
strong Opticas GMO, Econópticas and Sun Planet retail brands. As of March 31, 2013, Luxottica operated 322 Opticas GMO stores, 134 Econópticas stores and 16 Sun
Planet stores.



EyeMed Vision Care is one of the United States' largest managed vision care companies, servicing more than 33 million members in
large- and medium-sized companies, government entities and through insurance companies. Innovation, choice and convenience drive EyeMed's commitment to eye health and vision wellness as it works with
its plan sponsors to incorporate vision as part of an overall health care benefits program. Its members have access to over 26,000 retail locations, including independent opticians, ophthalmologists,
optometrists and Luxottica's U.S. optical stores.

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Together with LensCrafters' over 900 in-store labs, we operate five central lens surfacing/finishing labs in North America.
Combining a broad presence in the market with the capacity for handling lens surfacing/finishing reduces the time and cost of lens finishing work and improves quality of service. All the labs use
highly advanced technologies to meet growing demand. The five central laboratories serve all the Pearle Vision stores, the retail Licensed Brands stores, LensCrafters and a number of franchises.

In
addition, we operate Oakley optical lens laboratories in the United States, Ireland and Japan. These labs provide Oakley prescription lenses to the North and South American, European
and Asian markets, respectively, enabling them to achieve expeditious delivery, better quality control and higher optical standards.

Most
of the Australian laboratory needs are provided by the Eyebiz Laboratory, a joint venture between Luxottica and Essilor International formed in February 2010.



In 2009, we entered into a strategic multi-year e-commerce alliance with Vision Direct, a leading online
contact lens retailer and wholly-owned subsidiary of Drugstore.com, to develop branded contact lens e-commerce sites for our North American retail business and provide customer care and
fulfillment services for this channel. The alliance enables us to offer a comprehensive solution for consumers to conveniently purchase contact lenses in person, by telephone or online.



Our Oakley, Ray-Ban and Sunglass Hut e-commerce websites comprise additional important sales channels that
complement Luxottica's retail operations and international distribution. The websites allow consumers to purchase products efficiently, increasing brand awareness, improving customer service and
communicating the values and essence of these important brands.

Oakley.com, conducts e-commerce across multiple markets including the United States, Canada, Australia, Japan and 16 countries
in Europe.Ray-Ban.comwas launched in the United States in 2009. Launched in 2008, over the last two years, SunglassHut.comhas become the digital destination for consumers looking to find the latest trends and hottest products in premium sunwear.

The
e-commerce strategy is to enter additional markets as the business matures. For example, in China, strategic partnerships have been formed to open both
Ray-Ban and Oakley stores within TaoBao, the largest local online mall.



Since the acquisition of Sunglass Hut in 2001, we have become a world leader in the specialty sunglass retail business.

Founded
in 1971 as a small kiosk in a Miami mall, Sunglass Hut has grown since then into one of the world's leading destinations for top brands, latest trends and exclusive styles of
high-quality fashion and performance sunglasses. Stores can be found in fashionable shopping districts across the globe, from the Americas, Europe and the Middle East to Australia, South
Africa, Hong Kong and beyond, providing consumers with a fun, innovative fashion and shopping experience.

In
recent years, the chain has reinforced its presence in the department store channel through long-term strategic agreements with Macy's in the United States, Myer in
Australia and Edgars in South

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Africa.
Following a strategy to strengthen the brand by increasing its presence in markets that are on the cutting edge of fashion and are tourist centers, or "gateway cities," in April 2010, Sunglass
Hut opened flagship stores in New York and London, soon thereafter followed by Miami, Santa Monica and Orlando. In 2011, Sunglass Hut entered the Mexican market and the Brazilian market, where it has
continued to organically grow in 2012.

As
of March 31, 2013, Sunglass Hut operated a retail network of 2,772 stores worldwide, including 2,659 corporate stores across North America, Asia-Pacific, Europe,
South Africa and Latin America and 113 franchise locations in the Middle East, India, the Philippines and Thailand.



ILORI is Luxottica's high-end fashion sunwear retail brand, with 19 stores in North America as of March 31, 2013,
including flagship stores in the SoHo neighborhood of New York City and in Beverly Hills, California. ILORI caters to exclusive clientele, offering a richer purchasing experience for eyewear in
prestige locations, featuring sophisticated luxury collections, exclusive niche brands and highly personalized service.



Founded in the 1970s, The Optical Shop of Aspen is known in the optical industry for its luxury brands for both prescription frames and
sunglasses and its first class customer service. As of March 31, 2013, we operated 18 stores in some of the most upscale and exclusive locations throughout the United States.



We operate eleven luxury retail stores under the Oliver Peoples brand. The Oliver Peoples brand retail stores only offer Oliver
Peoples, Mosley Tribes and Paul Smith products. As of March 31, 2013, four Oliver Peoples retail locations are operated under license in Tokyo and Los Angeles.



In Europe, we operate David Clulow, a premium optical retailer operating in the United Kingdom and Ireland, predominantly in London and
the Southeast of England. The brand emphasizes service, quality and fashion. Its marketing is targeted to reinforce these brand values and build long-term relationships with customers. In
addition to operating optical stores, David Clulow operates a number of designer sunglass concessions in up-market department stores, further reinforcing our position as a premium brand in
the United Kingdom. As of March 31, 2013, David Clulow operated 39 corporate owned locations (including nine joint ventures), three franchise locations and 53 sun stores/concessions.



As of March 31, 2013, Bright Eyes operated 26 corporate store locations and 48 franchise locations, mostly in tourist
resorts and high-traffic areas across Australia.



As of March 31, 2013, we operated 199 Oakley "O" Stores and Vaults worldwide (including 11 franchise locations), offering
a full range of Oakley products including sunglasses, apparel, footwear and accessories. These stores are designed and merchandised to immerse consumers in the Oakley brand through innovative use of
product presentation, graphics and original audio and visual elements. In the United States, Oakley "O" Stores are in major
shopping centers. Oakley's retail operations are also located in Mexico, Europe and the Asia-Pacific region.

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MARKETING

Our marketing and advertising activities are designed primarily to enhance our image and our brand portfolio and to drive traffic into our retail locations.

Advertising
expenses amounted to approximately 6.3% and 7.0% of our net sales in 2012 and 2011, respectively.

Marketing Strategy for Our Wholesale Business

Our marketing strategy for the wholesale business is focused on promoting our extensive brand portfolio, our corporate image and the value of our products.
Advertising is extremely important in supporting our marketing strategy, and therefore we engage in extensive advertising activities, both through various media (print, radio and television, as well
as billboard advertising and digital media) directed at the end consumer of our products and at the point of sale (displays, counter cards, catalogs, posters and product literature).

In
addition, we advertise in publications targeted to independent practitioners and other market specific magazines and participate in major industry trade fairs, where we promote some
of our new collections.

We
also benefit from brand-name advertising carried out by licensors of our designer brands intended to promote the image of the eyewear collections. Our advertising and
promotional efforts in respect of our licensed brands are developed in coordination with our licensors. We contribute to the designer a specified percentage of our sales of the designer line to be
devoted to its advertising and promotion.

For
our Oakley brand, we also use less conventional marketing methods, including sports marketing, involvement in grass-roots sporting events and targeted product allocations. The
exposure generated by athletes wearing Oakley products during competition and in other media appearances serves as a more powerful endorsement of product performance and style than traditional
commercial endorsements and results in strong brand recognition and authenticity on a global level.

Marketing Strategy for Our Retail Business

We engage in promotional and advertising activities through our retail business with the objectives of attracting customers to the stores, promoting sales,
building our image and the visibility of our retail brands throughout the world and encouraging customer loyalty and repeat purchases.

The
"O" Stores and Vaults are designed and merchandised to immerse the consumer in the Oakley brand through innovative use of product presentation, graphics and original audio and visual
elements.

A
considerable amount of our retail marketing budget is dedicated to direct marketing activities, such as communications with customers through mailings and catalogs. Our direct
marketing activities benefit from our large database of customer information and investment in customer relationships, marketing technologies and skills in the United States and in Australia. Another
significant portion of the marketing budget is allocated to broadcast and print media, such as television, radio and magazines, designed to reach the broad markets in which we operate with image
building messages about our retail business.

ANTI-COUNTERFEITING POLICY

Intellectual property is one of our most important assets, which we protect through the registration and enforcement of our trademarks and patents around the
world. Our commitment is demonstrated through the on-going results of our anti-counterfeiting activities and increased leveraging of our global organization. Trademarks and
products from market leaders are increasingly copied and the

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implementation
of a strong global anti-counterfeiting program allows us to send a strong message both to infringers and to our authorized distribution network. This program allows us, on
the one hand, to exercise our rights against retailers of counterfeit eyewear and wholesalers and manufacturers that supply them and, on the other hand, to send a message to our authorized
distributors that we value our intellectual property and will work diligently to protect it.

Through
a strong investigative network, especially in China, we have been able to identify key sources of counterfeit goods, to assist local law enforcement in investigating these
sources and, when applicable, to file legal actions against the counterfeiters.

Additionally,
we continue to consolidate and strengthen our cooperation with customs organizations around the world, which helps to stop, seize and destroy hundreds of thousands of
counterfeit goods each year.

We
dedicate considerable efforts to monitoring the trafficking of counterfeit goods through the Internet, and work actively to remove counterfeit eyewear from certain popular
on-line auction platforms and shut down the websites that violate our intellectual property rights through the sale of counterfeit products or the unauthorized use of our trademarks.

TRADEMARKS, TRADE NAMES AND PATENTS

Our principal trademarks or trade names includeLuxottica, Ray-Ban, Oliver Peoples, Oakley, Persol, Vogue, Arnette, Revo,
LensCrafters, Sunglass Hut, ILORI, Pearle Vision, OPSM, Laubman & Pank,and the Oakley ellipsoid"O"and square
"O"logos. Our principal trademarks are registered worldwide. Other thanLuxottica, Ray-Ban, Oakley, LensCrafters,
Sunglass Hut, Pearle Vision, OPSMand the Oakley ellipsoid"O"and square"O"logos, we do not believe that any single trademark or trade name is material to our business or results of operations. The collection ofOakleyand Ray-Banproducts accounted for approximately 11.7% and 23.1%, respectively, of our net sales in 2012. We believe that our trademarks have
significant value for the marketing of our products and that having distinctive marks that are readily identifiable is important for creating and maintaining a market for our products, identifying our
brands and distinguishing our products from those of our competitors. Therefore, we utilize a combination of trademarked logos, names and other attributes on nearly all of our products.

We
utilize patented and proprietary technologies and precision manufacturing processes in the production of our products. As of March 31, 2013, we held a portfolio of over 680
(mostly Oakley-related) patents worldwide that protect our designs and innovations.

The
design patents protect the distinctive designs of Oakley's innovative products, including its sunglasses, goggles, prescription eyewear, watches and footwear. Some of the most
important utility patents relate to the following categories: innovations in lens technology and the associated optical advances; electronically enabled eyewear; innovations in frame design and
functionality; biased, articulating and dimensionally stable eyewear; and interchangeable lenses.

See
Item 3"Key InformationRisk FactorsIf we are unable to protect our proprietary rights, our sales might suffer, and we may incur
significant additional costs to defend such rights."

LICENSE AGREEMENTS

We have entered into license agreements to manufacture and distribute prescription frames and sunglasses with numerous designers. These license agreements
typically have terms ranging from three to ten years, but may be terminated early by either party for a variety of reasons, including non-payment of royalties, failure to meet minimum
sales thresholds, product alteration and, under certain agreements, a change in control of Luxottica Group S.p.A.

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Under
these license agreements, we are required to pay a royalty which generally ranges from 5% to 14% of the net sales of the relevant collection, which may be offset by any guaranteed
minimum royalty payments. The license agreements also provide for a mandatory marketing contribution that generally amounts to between 5% and 10% of net sales.

We
believe that early termination of one or a small number of the current license agreements would not have a material adverse effect on our results of operations or financial condition.
Upon any early termination of any existing license agreement, we expect that we would seek to enter into alternative arrangements with other designers to reduce any negative impact of such a
termination.

The
table below summarizes the principal terms of our most significant license agreements.

Licensor

Licensed Marks

Territory

ExpirationGiorgio Armani S.p.A

Giorgio Armani
Emporio Armani
A/X Armani Exchange

Worldwide exclusive license

December 31, 2022Brooks Brothers Group, Inc.*

Brooks Brothers

Worldwide exclusive license

December 31, 2014
(renewable until December 31, 2019)Burberry Limited

Burberry
Burberry Check
Equestrian Knight Device
Burberry Black Label**

Worldwide exclusive license

December 31, 2015Bulgari S.p.A.

Bulgari

Worldwide exclusive license

December 31, 2020Chanel Group

Chanel

Worldwide exclusive license

March 31, 2014Coach, Inc.

Coach Poppy
Coach
Reed Krakoff

Worldwide exclusive license

June 30, 2016
(renewable until June 30, 2024)Dolce & Gabbana S.r.l.

Dolce & Gabbana

Worldwide exclusive license

December 31, 2015Donna Karan Studio LLC

Donna Karan
DKNY

Worldwide exclusive license

December 31, 2014
(renewable until December 31, 2019)Gianni Versace S.p.A.

Gianni Versace
Versace
Versace Sport
Versus

Worldwide exclusive license

December 31, 2022Paul Smith Limited

Paul Smith
PS Paul Smith

Worldwide exclusive license

December 31, 2013Prada S.A.

Prada
Miu Miu

Worldwide exclusive license

December 31, 2018Ubik Sarl***

Starck Eyes

Worldwide exclusive license

December 31, 2013


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Licensor

Licensed Marks

Territory

ExpirationPRL USA Inc.
The Polo/Lauren
    Company LP

Polo by Ralph Lauren
Ralph Lauren
Ralph (Polo Player
    Design) Lauren
RLX
RL
Ralph
Ralph/Ralph Lauren
Lauren by Ralph Lauren
Polo Jeans Company
The Representation of the
    Polo Player
Chaps****

Worldwide exclusive license

March 31, 2017Stella McCartney Limited

Stella McCartney

Worldwide exclusive license

December 31, 2014
(renewable until December 31, 2019)Tiffany and Company

TIFFANY & CO.
Tiffany

Exclusive license in United States of America including all possessions and
territories thereof, Canada, Mexico, Barbados, Cayman Islands, Jamaica, Panama, Netherlands Antilles, South America (excluding Argentina), Middle East (excluding Iran, Iraq, Yemen, Jordan and Kuwait), Morocco, Tunisia, South Africa, United Kingdom,
France, Germany, Italy, Austria, Holland, Spain, Belgium, Greece, Poland, Portugal, Switzerland, Bosnia, Bulgaria, Kosovo, Malta, Romania, Slovakia, Hungary, Croatia, Slovenia Republic, Russian Federation, Azerbaijan, Kazakhstan, Republic of Georgia,
Ukraine, Baltic Countries, Singapore, Taiwan, Thailand, Vietnam, China, India, Pakistan, Philippines, Korea, Japan, Australia

December 31, 2017Tory Burch LLC

Tory Burch
TT

Worldwide exclusive license

December 31, 2014
(renewable until December 31, 2018)


*Brooks
Brothers Group, Inc. is indirectly owned and controlled by one of our directors.**Japan
only.***License
acquired pursuant to the acquisition of Alain Mikli International on January 23, 2013.****United
States, Canada, Mexico and Japan only.


REGULATORY MATTERS

Our products are subject to governmental health and safety regulations in most of the countries where they are sold, including the United States. We regularly
inspect our production techniques and standards to ensure compliance with applicable requirements. Historically, compliance with such requirements has not had a material effect on our operations.

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In addition, governments throughout the world impose import duties and tariffs on products being imported into their countries. Although in the past we have not
experienced situations in which the duties or tariffs imposed materially impacted our operations, we can provide no assurances that this will be true in the future.

Our
past and present operations, including owned and leased real property, are subject to extensive and changing environmental laws and regulations pertaining to the discharge of
materials into the environment, the handling and disposition of waste or otherwise relating to the protection of the environment. We believe that we are in substantial compliance with applicable
environmental laws and regulations. However, we cannot predict with any certainty that we will not in the future incur liability under environmental statutes and regulations with respect to
contamination of sites formerly or currently owned or operated by us (including contamination caused by prior owners and operators of such sites) and the off-site disposal of hazardous
substances.

Our
retail operations are also subject to various legal requirements in many countries in which we operate our business that regulate the permitted relationships between licensed
optometrists or ophthalmologists, who primarily perform eye examinations and prescribe corrective lenses, and opticians, who fill such prescriptions and sell eyeglass frames.

We
produce and sell to the U.S. government, including the U.S. military, and to international governments, certain Oakley and ESS protective eyewear and other products. As a result, our
operations are subject to various regulatory requirements, including the necessity of obtaining government approvals for certain products, country-of-origin restrictions on
materials in certain products, U.S.-imposed restrictions on sales to specific countries, foreign import controls, and various decrees, laws, taxes, regulations, interpretations and court judgments
that are not always fully developed and that may be retroactively or arbitrarily applied. Additionally, we could be subject to periodic audits by U.S. government personnel for contract and other
regulatory compliance.

COMPETITION

We believe that our integrated business model, innovative technology and design, integrated sunglass manufacturing capabilities, effective brand and product
marketing efforts and vigorous protection of our intellectual property rights are important aspects of competition and are among our primary competitive advantages.

The
prescription frame and sunglasses industry is highly competitive and fragmented. As we market our products throughout the world, we compete with many prescription frame and sunglass
companies in various local markets. The major competitive factors include fashion trends, brand recognition, marketing strategies, distribution channels and the number and range of products offered.
We believe that some of our largest competitors in the design, manufacturing and wholesale distribution of prescription frames and sunglasses are De Rigo S.p.A., Marchon Eyewear, Inc.,
Marcolin S.p.A., Safilo Group S.p.A., Silhouette International Schmied AG and Maui Jim, Inc.

Several
of our most significant competitors in the manufacture and distribution of eyewear are significant vendors to our retail division. Our success in these markets will depend on,
among other things, our ability to manage an efficient distribution network and to market our products effectively as well as the popularity and market acceptance of our brands. See
Item 3"Key InformationRisk FactorsIf we are unable to successfully introduce new products and develop our brands, our future sales and operating
performance may suffer" and "If we fail to maintain an efficient distribution network or if there is a disruption to our critical manufacturing plants or distribution network in our
highly competitive markets, our business, results of operations and financial condition could suffer."

The
highly competitive optical retail market in North America includes a large number of small independent competitors and several national and regional chains of optical superstores. In
recent

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years,
a number of factors, including consolidation among retail chains and the emergence of optical departments in discount retailers, have resulted in significant competition within the optical
retailing industry. We compete against several large optical retailers in North America, including Wal-Mart and Eye Care Centers of America, and, in the sunglasses area, department stores
and numerous sunglass retail chains and outlet centers. Our optical retail operations emphasize product quality, selection, customer service and convenience. We do not compete primarily on the basis
of price.

We
believe that Oakley and our other sports brands are leaders in non-prescription sports eyewear, where they mostly compete with smaller sunglass and goggle companies in
various niches and a number of large eyewear and sports products companies that market eyewear.

The
managed vision care market in North America is highly competitive. EyeMed has a number of competitors, including Vision Service Plan ("VSP"), Davis Vision and Spectera. While VSP was
founded almost 57 years ago and is the current market leader, EyeMed's consistent year-over-year growth has enabled us to become the second largest market competitor in
terms of funded lives. EyeMed competes based on its ability to offer a network and plan design with the goal of delivering overall value based on the price, accessibility and administrative services
provided to clients and their members.

SEASONALITY

We have also historically experienced sales volume fluctuations by quarter due to seasonality associated with the sale of sunglasses, which represented 52.7% and
53.7% of our sales in 2012 and 2011, respectively. As a result, our net sales are typically higher in the second quarter, which includes increased sales to wholesale customers and increased sales in
our Sunglass Hut stores, and lower in the first quarter, as sunglass sales are lower in the cooler climates of North America, Europe and Northern Asia. These seasonal variations could affect the
comparability of our results from period to period. Our retail fiscal year is either a 53-week year or a 52-week year, which also can affect the comparability of our results
from period to period. When a 53-week year occurs, we generally add the extra week to the fourth quarter. In 2008, the fiscal year for our Retail Division in North America and the United
Kingdom included 53 weeks; in 2009, the fiscal year for our Retail Division in Asia-Pacific, Greater China (mainland China and Hong Kong) and South Africa included 53 weeks.
A
53-week year occurs in five- to six-year intervals and will occur again in fiscal 2014 in North America and the United Kingdom and in fiscal 2015 in
Asia-Pacific, Greater China and South Africa.

ORGANIZATIONAL STRUCTURE

We are a holding company, and the majority of our operations are conducted through our wholly-owned subsidiaries. We operate in two industry segments:
(i) manufacturing and wholesale distribution, and (ii) retail distribution. In the retail segment, we primarily conduct our operations through LensCrafters, Sunglass Hut, Pearle Vision,
the retail Licensed Brands and OPSM. In the manufacturing and wholesale distribution segment, we operate through 10 manufacturing plants and over 40 geographically oriented wholesale distribution
subsidiaries. See "Distribution" for a breakdown of the

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geographic
regions. The significant subsidiaries controlled by Luxottica Group S.p.A., including holding companies, are:

Country of
Incorporation

Percentage of
OwnershipSubsidiaryManufacturingLuxottica S.r.l.

Italy


100
%Luxottica Tristar (Dongguan) Optical Co., Ltd.

China


100
%DistributionLuxottica USA LLC

United States


100
%Luxottica Retail North America Inc.(1)

United States


100
%Sunglass Hut Trading, LLC

United States


100
%OPSM Group Pty Limited

Australia


100
%Luxottica Trading and Finance Limited

Ireland


100
%Holding companiesLuxottica U.S. Holdings Corp.

United States


100
%Luxottica South Pacific Holdings Pty Limited

Australia


100
%Luxottica South Pacific Pty Limited

Australia


100
%Luxottica (China) Investment Co. Ltd.

China


100
%Oakley, Inc.(2)

United States


100
%Arnette Optic Illusions, Inc.

United States


100
%The United States Shoe Corporation

United States


100
%


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PROPERTY, PLANT AND EQUIPMENT

Our corporate headquarters is located at Via C. Cantù 2, Milan 20123, Italy. Information regarding the location, use and approximate size of our
principal offices and facilities as of March 31, 2013 is set forth below:

Approximate
Area in Square
FeetOwned/
LeasedLocation

UseMilan, Italy

Corporate headquarters

Owned


115,716Agordo, Italy(1)

Administrative offices and manufacturing facility

Owned


926,200Mason (Ohio), United States

North American retail division headquarters

Owned


415,776Atlanta (Georgia), United States

North American distribution center

Owned


183,521Campinas, Brazil

Manufacturing and research facility, administrative offices and related space

Leased


484,391Port Washington (New York), United States

U.S. corporate headquarters and wholesale division

Leased


35,000Foothill Ranch/Lake Forest (California), United States(2)

Oakley headquarters, manufacturing facility and ophthalmic laboratory

Owned


787,114Ontario (California), United States

Oakley eyewear, apparel and footwear distribution centers

Leased


408,740Macquarie Park, Australia

Offices

Leased


61,496Revesby, Australia

Distribution center

Leased


61,054Cincinnati (Ohio), United States

Warehouse, distribution center

Leased


96,000Dallas (Texas), United States

Ophthalmic laboratory, distribution center, office

Leased


128,869Memphis (Tennessee), United States

Ophthalmic laboratory

Leased


59,350Columbus (Ohio), United States

Ophthalmic laboratory, distribution center

Leased


121,036Knoxville (Tennessee), United States

Ophthalmic laboratory

Leased


44,456St. Albans (Hertfordshire), United Kingdom

Offices

Leased


15,600Dongguan, China(1)(3)

Office, manufacturing facility, land and dormitories

Leased


4,038,598Shanghai, China(4)

Offices

Leased


52,206Bhiwadi, India(5)

Manufacturing facility, administrative offices

Leased


343,474Rovereto, Italy

Frame manufacturing facility

Owned


228,902Sedico, Italy(1)

Distribution center

Owned


392,312Cencenighe, Italy

Semi-finished product manufacturing facility

Owned


59,892Lauriano, Italy

Frame and crystal lenses manufacturing facility

Owned


292,078Pederobba, Italy(1)(6)

Frame manufacturing facility

Owned


191,722Sedico, Italy(1)

Frame manufacturing facility

Owned


342,830Izmir, Turkey

Turkish headquarters, offices, warehouse and frame manufacturing facility

Leased


92,750Winnipeg, Canada

Ophthalmic laboratory, warehouse, distribution center

Leased


21,949Santiago, Chile

Offices, warehouse, finishing lab

Leased


41,484São Paulo, Brazil

Administrative offices

Leased


51,010Jundiaí, Brazil

Distribution center

Leased


81,698Manhattan (New York), United States

Offices

Leased


14,406


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A
substantial number of our retail stores are leased. See "DistributionRetail Distribution" above for more information about our retail
locations and a breakdown of geographic regions. All of our retail store leases expire between 2013 and 2025 and have terms that we believe are generally reasonable and reflective of market
conditions.

We
believe that our current facilities (including our manufacturing facilities) are adequate to meet our present and reasonably foreseeable needs. There are no encumbrances on any of our
principal owned properties.

RECENT DEVELOPMENTS

On January 23, 2013, we closed the acquisition of Alain Mikli International, a French luxury and contemporary eyewear company. Net sales generated by Alain
Mikli International in 2012 were approximately Euro 55.5 million. The purchase price paid in the first quarter of 2013, including the assumption of approximately
Euro 15 million of Alain Mikli's debt, totaled Euro 91 million. As a result of this acquisition, we will significantly strengthen our luxury brand portfolio and
prescription offerings.

On
November 27, 2012, we entered into an agreement with Salmoiraghi & Viganò S.p.A. and Salmoiraghi & Viganò Holding S.R.L.
pursuant to which Luxottica subscribed to shares as part of a capital injection, corresponding to a 36.33% equity stake in the Italian optical retailer. The transaction is valued at
Euro 45 million and was completed on March 25, 2013.

ITEM 4A.    UNRESOLVED STAFF COMMENTS

None.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with the Consolidated Financial Statements included elsewhere in this Annual
Report. Such financial statements have been prepared in accordance with IFRS as issued by the IASB.

Overview

We operate in two industry segments: (i) manufacturing and wholesale distribution and (ii) retail distribution. Through our manufacturing and
wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of proprietary brand and designer lines of mid- to premium-priced
prescription frames and sunglasses and, through Oakley,
of performance optics products. We operate in our retail segment principally through our retail brands, which include LensCrafters, Sunglass Hut (including those in host stores), Pearle Vision, ILORI,
The Optical Shop of Aspen, GMO, OPSM, Laubman & Pank, Bright Eyes, Oakley "O" Stores and Vaults, David Clulow and our retail Licensed Brands (Sears Optical and Target Optical). As of
December 31, 2012, the retail

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segment
consisted of 6,417 corporate-owned retail locations and 543 franchised or licensed locations as follows:

China/
Hong
Kong



Africa
and
Middle
East



Central
and
South
AmericaNorth
America

Asia-
Pacific



South
AfricaEurope

TotalLensCrafters


968





210














1,178Pearle Vision


266




















266Sunglass Hut(1)


1,912


249


7


212





120


126


2,626Ilori and The Optical Shop of Aspen


39




















39Oliver Peoples


7




















7Oakley retail locations(2)


148


22





13








4


187Sears Optical


775




















775Target Optical


331




















331OPSM





392

















392Laubman & Pank





51

















51Budget Eyewear(3)





4

















4Bright Eyes





30

















30David Clulow(4)











80











80GMO(5)




















451


451Franchised or licensed locations(6)


372


126





7


35





3


543Total


4,818


874


217


312


35


120


584


6,960


LensCrafters,
ILORI, Pearle Vision, our retail Licensed Brands (Sears Optical and Target Optical), Oakley (Oakley "O" Stores and Vaults), Sunglass Icon, The Optical Shop
of Aspen and Oliver Peoples have retail distribution operations located throughout the United States, Canada and Puerto Rico, while OPSM, Laubman & Pank and Bright Eyes operate retail outlets
located in Australia and New Zealand. Sunglass Hut is a leading retailer of sunglasses worldwide based on sales. In 2006, we began operating retail locations in mainland China and currently we have
rebranded the acquired stores to our premium LensCrafters brand in mainland China and Hong Kong. In 2008, we acquired David Clulow, a premium optical, retailer operating in the United Kingdom and
Ireland. In 2011, we completed our acquisition of Multiópticas Internacional. Our net sales consist of direct sales of finished products manufactured with our own brand names or our
licensed brands to opticians and other independent retailers through our wholesale distribution channel and sales directly to consumers through our retail division.

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. See Item 3"Key InformationRisk FactorsIf we do not correctly predict future economic conditions and changes in consumer preferences, our sales of
premium products and profitability could suffer." We have also historically experienced sales volume fluctuations by quarter due to seasonality associated with the sale

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of
sunglasses. As a result, our net sales are typically higher in the second quarter and lower in the first quarter.

As
a result of our numerous acquisitions and the subsequent expansion of our business activities in the United States through these acquisitions, our results of operations, which are
reported in Euro, are susceptible to currency rate fluctuations between the Euro and the U.S. dollar. The Euro/U.S. dollar exchange rate has fluctuated from an average exchange rate of
Euro 1.00 = U.S. $1.3257 in 2010 to Euro 1.00 = U.S. $1.3920 in 2011 to Euro 1.00 = U.S. $1.2848 in 2012. Additionally, with the
acquisition of OPSM and Bright Eyes (acquired through Oakley), our results of operations have been rendered susceptible to currency fluctuations between the Euro and the Australian dollar. Although we
engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, they have impacted our reported revenues and expenses during the periods discussed herein. See
Item 11"Quantitative and Qualitative Disclosures About Market RiskForeign Exchange Sensitivity" and Item 3"Key InformationRisk
FactorsIf the Euro or the Chinese Yuan strengthens relative to certain other currencies or if the U.S. dollar weakens relative to the Euro, our profitability as a consolidated group could
suffer."

Critical Accounting Policies and Estimates

We prepare our Consolidated Financial Statements in accordance with IFRS, which require management to make estimates, judgments and assumptions that affect the
amounts reported in the Consolidated Financial Statements and the accompanying notes. We believe that our most critical accounting policies and estimates relate to the
following:





Revenues include sales of merchandise (both wholesale and retail), insurance and administrative fees associated with the Company's
managed vision care business,
eye exams and related professional services and sales of merchandise to franchisees, along with other revenues from franchisees such as royalties based on sales and initial franchise fee revenues.

Revenue
is recognized when (a) the significant risks and rewards of the ownership of goods are transferred, (b) neither continuing managerial involvement to a degree
usually associated with ownership nor effective control over the goods sold is retained by the Company, (c) the amount of revenue can be measured reliably, (d) it is probable that the
economic benefits associated with the transaction will flow to the Company and (e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

In
some countries, the wholesale and retail divisions offer the customer the right to return products for a limited period of time after the sale. However, such right of return does not
impact the timing of revenue recognition as all conditions of International Accounting Standards ("IAS") 18,Revenue, are satisfied at the date of sale.
We have estimated and accrued for the amounts to be returned in the subsequent period. This estimate is based on our right of return policies and practices along with historical data, sales trends and
the timing of returns from the original transaction date when applicable. Changes to these policies and practices or a change in the trend of returns could lead to actual returns being different from
the amounts estimated and accrued.

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Also
included in retail division revenues are managed vision care revenues consisting of (i) insurance revenues which are recognized when earned over the terms of the respective
contractual relationships and (ii) administrative services revenues which are recognized when services are provided during the contract period. Accruals are established for amounts due under
these relationships based on an estimate of uncollectible amounts. Our insurance contracts require us to estimate the potential costs and exposures over the life of the agreement such that the amount
charged to the customers will cover these costs. To mitigate the exposure risk, these contracts are usually short-term in nature. However, if we do not accurately estimate the future
exposure and risks associated with these contracts, we may suffer losses as we would not be able to cover our costs incurred with revenues from the customer.



Income taxes are recorded in accordance with IAS 12,Income Taxes, which
requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our Consolidated Financial Statements or tax
returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the consolidated financial statement and tax basis of assets and liabilities using the
tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantially enacted by the end of the
reporting period. The realization of deferred tax assets depends, among other things, on the Group's ability to generate sufficient taxable income in future years and the reversal of taxable temporary
differences, taking into account any restrictions on the carry-forward of tax losses. The estimated tax rates and the deferred tax assets and liabilities recorded are based on information available at
the time of calculation. This information is subject to change due to subsequent tax audits performed by different taxing jurisdictions and changes in corporate structure not contemplated at the time
of calculation, as well as various other factors.

In
addition the Group is subject to different tax jurisdictions. The determination of tax liabilities for the Group requires the use of assumptions with respect to transactions whose
fiscal consequences are not yet certain at the end of the reporting period. The Group recognizes liabilities which could result from future inspections by the fiscal authorities on the basis of an
estimate of the amounts expected to be paid to the taxation authorities. If the result of the abovementioned inspections differs from that estimated by Group management, there could be significant
effects on both current and deferred taxes.



Our manufactured inventories were approximately 53.5% and 54.9% of total frame inventory for each of 2012 and 2011, respectively. All
inventories at December 31, 2012 were valued using the lower of cost, as determined under an average annual cost by product line method, or market. Inventories are recorded net of allowances
for possible losses. These reserves are calculated using various factors including sales volume, historical shrink results, changes in market conditions and current trends. In addition, production
schedules are made on similar factors which, if not estimated correctly, could lead to the production of potentially obsolete inventory. As such, actual results could differ significantly from the
estimated amounts.



In connection with various acquisitions, we have recorded as intangible assets certain goodwill, trade names and certain other
identifiable intangibles. At December 31, 2012, the aggregate carrying value of intangibles, including goodwill, was approximately Euro 4.5 billion or approximately 53.2% of total
assets.

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As
acquisitions are an important element of our growth strategy, valuations of the assets acquired and liabilities assumed on the acquisition dates could have a significant impact on our
future results of operations. Fair values of those assets and liabilities on the date of the acquisition could be based on estimates of future cash flows and operating conditions for which the actual
results may vary significantly. This may lead to, among other items, impairment charges and payment of liabilities different than amounts originally recorded, which could have a material impact on
future operations.

Goodwill
is no longer amortized, but rather is tested for impairment annually and, under certain circumstances, between annual periods. An impairment charge will be recorded if the fair
value of goodwill and other intangible assets is less than the carrying value. The calculation of fair value may be based on, among other items, estimated future cash flows if quoted market prices in
active markets are not available. We test our goodwill for impairment annually as of December 31 of each year and any other time a condition arises that may cause us to believe that an
impairment has occurred. Since impairment tests use estimates of the impact of future events, actual results may differ and we may be required to record an impairment in future years. We recorded an
impairment loss of Euro 0.0 million, Euro 0.0 million and Euro 20.4 million in 2012, 2011 and 2010, respectively. For further details, see Note 11 to
our Consolidated Financial Statements included in Item 18 of this Form 20-F.

Intangibles
subject to amortization based on a finite useful life continue to be amortized on a straight-line basis over their useful lives. Our long-lived
assets, other than goodwill, are tested for impairment whenever events or changes in circumstances indicate that the net carrying amount may not be recoverable. When such events occur, we measure
impairment by comparing the carrying value of the long-lived asset to its recoverable amount, which is equal to its value in use. The value-in-use calculation
involves discounting the expected cash flows to be generated by the asset to its present value. If the sum of the expected discounted future cash flows is less than the carrying amount of the assets,
we would recognize an impairment loss, if determined to be necessary. Actual results may differ from our current estimates. Following the reorganization of the retail business in Australia, approved
by the Board of Directors on January 24, 2012, the Group decided to stop selling under the Budget Eyewear name and recorded an impairment loss in our 2011 Consolidated Financial Statements of
Euro 8.9 million (AUD 12 million) related to this trademark.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to our Consolidated Financial Statements included in Item 18 of this Form 20-F for a discussion of the impact of
recent accounting pronouncements on our financial condition and results of operations, including the expected dates of adoption and estimated effects on our financial position, statement of cash flows
and results of operations.

OVERVIEW OF 2012 RESULTS OF OPERATIONS

In fiscal year 2012, we achieved strong growth of net sales and a more than proportionate increase in profitability relative to sales growth, as well as a
significant improvement in financial leverage. Both segments made a major contribution to our results.

Because
of our worldwide operations, our results of operations are affected by foreign exchange rate fluctuations. In 2012, the strengthening of certain currencies in which we conduct
business, in particular of the U.S. dollar against the Euro, which is our reporting currency, increased net sales by Euro 398.9 million, primarily in the retail distribution segment.
This discussion should be read in conjunction with Item 3"Key InformationRisk Factors" and the Consolidated Financial Statements and related notes included in
Item 18.

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items included in our statements of consolidated
income:

2012

2011

2010Net Sales


100.0
%

100.0
%

100.0
%Cost of Sales


33.6


34.8


34.3Gross Profit


66.4


65.2


65.7Operating Expenses:Selling and Advertising


40.1


40.3


40.8General and Administrative


12.5


11.9


12.6Total


52.6


52.2


53.4Income from Operations


13.9


13.0


12.3Other Income (Expense)Net


(1.7
)

(1.8
)

(1.8
)Provision for Income Taxes


(4.4
)

(3.8
)

(3.8
)Net Income from Continuing Operations


7.7


7.4


6.7Discontinued Operations








0.3Net Income


7.7


7.4


7.0Net Income Attributable to Non-Controlling Interests


0.1


0.1


0.1Net Income Attributable to Luxottica Group Stockholders


7.6


7.4


6.9


For
additional financial information by operating segment and geographic region, see Note 5 to our Consolidated Financial Statements included in Item 18 of this
Form 20-F.

Throughout
the following comparison of the fiscal year ended December 31, 2012 to the fiscal year ended December 31, 2011, and of the fiscal year ended December 31,
2011 to the fiscal year ended December 31, 2010, we use certain performance measures that are not in accordance with IFRS. Such non-IFRS measures are not meant to be considered in
isolation or as a substitute for items appearing in our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS
results to assist the reader in better understanding our operational performance. For further information regarding the use of and limitations relating to such non-IFRS measures, please
refer to the
"Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year comparisons.

In
addition, 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 prior period in the same geographic area, and applies to both periods the average exchange rate for the prior period.

COMPARISON OF THE FISCAL YEAR ENDED DECEMBER 31, 2012 TO THE FISCAL YEAR ENDED DECEMBER 31, 2011.

Net Sales.Net sales increased by Euro 863.7 million, or 13.9%, to
Euro 7,086.1 million in 2012 from
Euro 6,222.5 million in 2011. Euro 316.7 million of this increase was attributable to increased sales in the manufacturing and wholesale distribution segment
during 2012 as compared to 2011 and to increased sales of Euro 546.9 million in the retail distribution segment during 2012 as compared to 2011.

Net
sales for the retail distribution segment increased by Euro 546.9 million, or 14.5%, to Euro 4,313.1 million in 2012 from
Euro 3,766.1 million in 2011. The increase in net sales for the period was partially attributable to a 5.8% improvement in comparable store sales. In particular, we saw a 5.5% increase
in comparable store sales for the North American retail operations, and a 6.5% increase in comparable store sales for the Australian/New Zealand retail operations. The effects from currency
fluctuations between the Euro, which is our reporting currency, and other currencies in which we conduct business, in particular the strengthening of the U.S. dollar and of the Australian dollar
compared to the Euro, increased net sales in the retail distribution segment by Euro 327.3 million.

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Net sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 316.7 million, or 12.9%, to
Euro 2,773.1 million in 2012 from Euro 2,456.3 million in 2011. This increase was mainly attributable to increased sales of most of our proprietary brands, in particular
Ray-Ban, Oakley, which recorded high single-digit growth in optical, and Persol, and of some designer brands such as Burberry, Prada, Polo, Tiffany and the additional sales of Coach,
launched in January 2012. These sales volume increases occurred in most of the geographic markets in which the Group operates. In addition there was a further positive net sales impact of
Euro 71.7 million due to positive currency fluctuations, in particular the strengthening of the U.S. dollar and other minor currencies, including but not limited to the Japanese Yen and
Canadian Dollar, partially offset by weakening of the Brazilian Real.

In
2012, net sales in the retail distribution segment accounted for approximately 60.9% of total net sales, as compared to approximately 60.5% of total net sales in 2011. This increase
in sales for the retail distribution segment as a percentage of total net sales was primarily attributable to a 14.5% increase in net sales to third parties in our retail distribution segment in 2012
as compared to 2011,
which exceeded a 12.9% increase in net sales for the manufacturing and wholesale distribution segment for 2012 as compared to 2011.

In
2012 and 2011, net sales in our retail distribution segment in the United States and Canada comprised 78.4% and 79.9%, respectively, of our total net sales in this segment. In U.S.
dollars, retail net sales in the United States and Canada increased by 3.7% to U.S. $4,343.5 million in 2012 from U.S. $4,188.4 million in 2011, due to sales volume increases.
During 2012, net sales in the retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 21.6% of our total net sales in the retail distribution segment
and increased by 23.1% to Euro 932.4 million in 2012 from Euro 757.2 million, or 20.1% of our total net sales in the retail distribution segment, in 2011, mainly due to an
increase in consumer demand and to the contribution to sales by Multiopticas, our newly acquired retail chain in South America for all of 2012.

In
2012, net sales to third parties in our manufacturing and wholesale distribution segment in Europe were Euro 1,183.3 million, comprising 42.7% of our total net sales in
this segment, compared to Euro 1,128.9 million, or 46.0% of total net sales in the segment, in 2011. The increase in net sales in Europe of Euro 54.4 million in 2012 as
compared to 2011 constituted a 4.8% increase in net sales to third parties. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were U.S.
$953.6 million and comprised 26.8% of our total net sales in this segment in 2012, compared to U.S. $830.1 million, or 24.3% of total net sales in the segment, in 2011. The increase in
net sales in the United States and Canada in 2012 compared to 2011 was primarily due to a general increase in consumer demand and to additional sales of the recently launched Coach line. In 2012, net
sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 847.6 million, comprising 30.6% of our total net sales in this segment,
compared to Euro 731.1 million, or 29.8% of our net sales in this segment, in 2011. The increase of Euro 116.5 million, or 15.9%, in 2012 as compared to 2011 was due to the
effect of currency fluctuations as well as an increase in consumer demand, in particular in the emerging markets.

Cost of Sales.Cost of sales increased by Euro 211.0 million, or 9.7%, to
Euro 2,379.1 million in 2012 from
Euro 2,168.1 million in 2011. As a percentage of net sales, cost of sales was 33.6% and 34.8% in 2012 and 2011, respectively, primarily due to an increase in manufacturing efficiency. In
2012, the average number of frames produced daily in our facilities increased to approximately 275,500 as compared to approximately 263,300 in 2011, which was attributable to increased production in
all manufacturing facilities in response to an overall increase in demand.

Gross Profit.Our gross profit increased by Euro 652.6 million, or 16.1%, to
Euro 4,707.0 million in 2012 from
Euro 4,054.4 million in 2011. As a percentage of net sales, gross profit was 66.4% and 65.2% in 2012 and 2011, respectively, due to the factors noted above.

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Operating Expenses.Total operating expenses increased by Euro 477.7 million, or 14.7%, to
Euro 3,725.0 million in 2012
from Euro 3,247.3 million in 2011. As a percentage of net sales, operating expenses were 52.6% in 2012 compared to 52.2% in 2011. Total adjusted operating expenses increased by
Euro 471.1 million, or 14.6%, to Euro 3,704.7 million in 2012 from Euro 3,233.6 million in 2011, excluding the non-recurring expenses related to
the reorganization of the retail business in Australia of approximately Euro 20.3 million and, in 2011, non-recurring income and expenses amounting to approximately
Euro 13.7 million. As a percentage of net sales, adjusted operating expenses increased to 52.3% in 2012 from 52.0% in 2011.

A
reconciliation of adjusted operating expenses, a non-IFRS measure, to operating expenses, the most directly comparable IFRS measure, is presented in the table below. For a
further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year
comparisons.

(Amounts in millions of Euro)

2012

2011Operating expenses


3,725.0


3,247.3> Adjustment for OPSM reorganization


(20.3
)

(9.6
)> Adjustment for Multiópticas Internacional extraordinary gain





19.0> Adjustment for 50th anniversary celebrations





(12.0
)> Adjustment for restructuring costs in retail division





(11.2
)Adjusted operating expenses


3,704.7


3,233.6


Selling
and advertising expenses (including royalty expenses) increased by Euro 332.2 million, or 13.2%, to Euro 2,842.0 million in 2012 from
Euro 2,509.8 million in 2011. Selling expenses increased by Euro 276.4 million, or 13.9%. Advertising expenses increased by Euro 37.7 million, or 9.2%.
Royalties increased by Euro 18.1 million, or 17.0%. As a percentage of net sales, selling and advertising expenses were 40.1% in 2012 and 40.3% in 2011.

Adjusted
selling and advertising expenses (including royalty expenses) increased by Euro 323.4 million, or 12.9%, to Euro 2,824.6 million in 2012, as compared
to Euro 2,501.2 million in 2011. Adjusted selling expenses in 2012 and 2011, excluding, respectively, the non-recurring expenses related to the reorganization of the retail
business in Australia of approximately Euro 17.3 million and the non-recurring impairment loss related to the reorganization of the Australian retail division of
approximately Euro 2.9 million, increased by Euro 262.0 million, or 13.1% to Euro 2,254.1 million from Euro 1,992.1 million in 2011. As a
percentage of net sales, adjusted selling expenses were 31.8% in 2012 and 32.0% in 2011.

Adjusted
advertising expenses, excluding, in 2011, the non-recurring expenses related to celebration of the 50th anniversary of the founding of Luxottica Group S.p.A.
of approximately Euro 5.7 million, increased by Euro 43.4 million to Euro 446.2 million from Euro 402.8 million in 2011. As a percentage of net
sales, adjusted advertising expenses were 6.3% in 2012 and 6.5% in 2011.

A
reconciliation of adjusted selling and advertising expenses, a non-IFRS measure, to selling and advertising expenses, the most directly comparable IFRS measure, is
presented in the table below. For a

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further
discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year
comparisons.

(Amounts in millions of Euro)

2012

2011Selling and advertising expenses


2,842.0


2,509.8> Adjustment for OPSM reorganization


(17.3
)

> Adjustment for 50th anniversary celebrations





(5.7
)> Adjustment for restructuring costs in retail division





(2.9
)Adjusted selling and advertising expenses


2,824.6


2,501.2


General
and administrative expenses, including intangible asset amortization, increased by Euro 145.5 million, or 19.7%, to Euro 883.0 million in 2012, as
compared to Euro 737.5 million in 2011. As a percentage of net sales, general and administrative expenses increased to 12.5% in 2012, compared to 11.9% in 2011.

Adjusted
general and administrative expenses, including intangible asset amortization and excluding, in 2012, the non-recurring expenses related to the reorganization of the
retail business in Australia of approximately Euro 3.0 million and, in 2011, the non-recurring income and expenses of approximately Euro 5.2 million, increased
by Euro 147.7 million, or 20.2%, to Euro 880.0 million in 2012 as compared to Euro 732.3 million in 2011. As a percentage of net sales, adjusted general and
administrative expenses increased to 12.4% in 2012, compared to 11.8% in 2011.

A
reconciliation of adjusted general and administrative expenses, a non-IFRS measure, to general and administrative expenses, the most directly comparable IFRS measure, is
presented in the table below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2012

2011General and administrative expenses


883.0


737.5> Adjustment for OPSM reorganization


(3.0
)

(9.6
)> Adjustment for Multiópticas Internacional extraordinary gain





19.0> Adjustment for 50th anniversary celebrations





(6.3
)> Adjustment for restructuring costs in retail division





(8.3
)Adjusted general and administrative expenses


880.0


732.3


Income from Operations.For the reasons described above, income from operations increased by
Euro 174.9 million, or 21.7%, to
Euro 982.0 million in 2012 from Euro 807.1 million in 2011. As a percentage of net sales, income from operations increased to 13.9% in 2012 from 13.0% in 2011. Adjusted
income from operations increased by Euro 182.9 million, or 22.3%, to Euro 1,003.7 million in 2012 from Euro 820.9 million in 2011. As a percentage of net
sales, adjusted income from operations increased to 14.2% in 2012 from 13.2% in 2011.

A
reconciliation of adjusted income from operations, a non-IFRS measure, to income from operations, the most directly comparable IFRS measure, is presented in the table
below. For a further

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discussion
of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year comparisons.

(Amounts in millions of Euro)

2012

2011Income from operations


982.0


807.1> Adjustment for OPSM reorganization


21.7


9.6> Adjustment for Multiópticas Internacional extraordinary gain





(19.0
)> Adjustment for 50th anniversary celebrations





12.0> Adjustment for restructuring costs in retail division





11.2Adjusted income from operations


1,003.7


820.9


Other Income (Expense)Net.Other income (expense)net was Euro (125.7) million in 2012 as
compared to Euro (111.9) million
in 2011. Net interest expense was Euro 119.2 million in 2012 as compared to Euro 108.6 million in 2011. The increase was mainly due to the acquisition of Tecnol and to a
new long-term loan being executed during 2012.

Net Income.Income before taxes increased by Euro 161.1 million, or 23.2%, to
Euro 856.4 million in 2012 from
Euro 695.3 million in 2011 for the reasons described above. As a percentage of net sales, income before taxes increased to 12.1% in 2012, from 11.2% in the same period of 2011. Adjusted
income before taxes increased by Euro 169.1 million, or 23.8%, to Euro 878.1 million in 2012, from Euro 709.0 million in 2011 for the reasons described above.
As a percentage of net sales, adjusted income before taxes increased to 12.4% in 2012 from 11.4% in 2011.

A
reconciliation of adjusted net income before taxes, a non-IFRS measure, to net income before taxes, the most directly comparable IFRS measure, is presented in the table
below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2012

2011Net Income before taxes


856.4


695.3> Adjustment for OPSM reorganization


21.7


9.6> Adjustment for Multiópticas Internacional extraordinary gain





(19.0
)> Adjustment for 50th anniversary celebrations





12.0> Adjustment for restructuring costs in retail division





11.2Adjusted income before taxes


878.1


709.0


Our
effective tax rate was 36.3% and 34.1% in 2012 and 2011, respectively.

Net
income attributable to non-controlling interests decreased to Euro 4.2 million in 2012 as compared to Euro 6.0 million in 2011.

Net
income attributable to Luxottica Group stockholders increased by Euro 89.4 million, or 19.8%, to Euro 541.7 million in 2012 from
Euro 452.3 million in 2011. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 7.6% in 2012 from 7.3% in 2011. Adjusted net income
attributable to Luxottica Group stockholders increased by Euro 111.3 million, or 24.4%, to Euro 566.9 million in 2012 from Euro 455.6 million in 2011.
Adjusted net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 8.0% in 2012, from 7.3% in 2011.

A
reconciliation of adjusted net income attributable to Luxottica Group stockholders, a non-IFRS measure, to net income attributable to Luxottica Group stockholders, the most
directly comparable IFRS measure, is presented in the table below. For a further discussion of such non-IFRS measures, please

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refer
to the "Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year comparisons.

(Amounts in millions of Euro)

2012

2011Net income attributable to Luxottica Group stockholders


541.7


452.3> Adjustment for OPSM reorganization


15.2


6.7> Adjustment for Italian income tax audit


10.0


> Adjustment for Multiópticas Internacional extraordinary gain





(19.0
)> Adjustment for 50th anniversary celebrations





8.5> Adjustment for restructuring costs in retail division





7.1Adjusted net income attributable to Luxottica Group stockholders


566.9


455.6


Basic
earnings per share were Euro 1.17 in 2012 as compared to Euro 0.98 in 2011. Diluted earnings per share were Euro 1.15 in 2012 as compared to Euro 0.98
in 2011.

COMPARISON OF THE FISCAL YEAR ENDED DECEMBER 31, 2011 TO THE FISCAL YEAR ENDED DECEMBER 31, 2010

Net Sales.Net sales increased by Euro 424.5 million, or 7.3%, to
Euro 6,222.5 million in 2011 from
Euro 5,798.0 million in 2010. Euro 219.9 million of such increase was attributable to the increased sales in the manufacturing and wholesale distribution segment in 2011 as
compared to 2010 and to increased sales in the retail distribution segment of Euro 204.5 million for the same period.

Net
sales for the retail distribution segment increased by Euro 204.5 million, or 5.7%, to Euro 3,766.1 million in 2011, from
Euro 3,561.6 million in 2010. The increase in net sales for the period was partially attributable to a 5.5% improvement in comparable store sales. In particular, we saw a 5.4% increase
in comparable store sales for the North American retail operations, and a 4.0% increase in comparable store sales for the Australian/New Zealand retail operations. The effects from currency
fluctuations between the Euro, which is our reporting currency, and other currencies in which we conduct business, in particular the weaknesses of the U.S. dollar, despite the strengthening of the
Australian dollar compared to the Euro, decreased net sales in the retail distribution segment by Euro 120.7 million.

Net
sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 219.9 million, or 9.8%, to Euro 2,456.3 million in 2011
from Euro 2,236.4 million in 2010. This increase was mainly attributable to increased sales of most of our proprietary brands, in particular Ray-Ban, Oakley and Persol, and
of some designer brands such as Tiffany, Ralph Lauren and Burberry. These sales volume increases occurred in most of the geographic markets in which the Group operates. These positive effects were
partially offset by currency fluctuations, in particular the weakness of the U.S. dollar, which, despite a strengthening of the Australian dollar and other currencies, including but not limited to the
Brazilian Real and the Japanese Yen decreased net sales to third parties in the manufacturing and wholesale distribution segment by Euro 30.4 million.

In
2011, net sales in the retail distribution segment accounted for approximately 60.5% of total net sales, as compared to approximately 61.4% of total net sales in 2010.

In
2011 and 2010, net sales in our retail distribution segment in the United States and Canada comprised 79.9% of our total net sales in this segment. In U.S. dollars, retail net sales
in the United States and Canada increased by 7.4% to U.S. $4,188.4 million in 2011, from U.S. $3,900.3 million in 2010, due to sales volume increases. During 2011, net sales in the
retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 20.1% of our total net sales in the retail distribution segment and increased by 22.2% to
Euro 757.2 million in 2011, from Euro 619.6 million, or 17.4% of our total net sales in the retail distribution segment in 2010, mainly due to an increase in consumer
demand.

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In
2011, net sales to third parties in our manufacturing and wholesale distribution segment in Europe were Euro 1,128.9 million, comprising 46.0% of our total net sales in
this segment, compared to Euro 1,059.9 million, or 47.4% of total net sales in the segment in 2010. The increase in net sales in Europe of Euro 69.0 million in 2011 as
compared to 2010 constituted a 6.5% increase in net sales to third parties, due to a general increase in consumer demand. Net sales to third parties in our manufacturing and wholesale distribution
segment in the United States and Canada were U.S. $830.1 million and comprised 24.3% of our total net sales in this segment in 2011, compared to U.S. $715.8 million, or 24.1% of total
net sales in the segment in 2010. The increase in net sales in the United States and Canada in 2011 compared to 2010 was primarily due to a general increase in consumer demand. In 2011, net sales to
third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 731.1 million, comprising 29.8% of our total net sales in this segment, compared
to Euro 636.5 million, or 28.5% of our net sales in this segment in 2010. The increase of Euro 94.5 million, or 14.8%, in 2011 as compared to 2010, was due to an increase
in consumer demand.

Cost of Sales.Cost of sales increased by Euro 177.9 million, or 8.9%, to
Euro 2,168.1 million in 2011 from
Euro 1,990.2 million in 2010, increasing slightly compared to the increase of net sales in the period. As a percentage of net sales, cost of sales was at 34.8% and 34.3% in 2011 and
2010, respectively. In 2011, the average number of frames produced daily in our facilities increased to approximately 263,300 as compared to approximately 235,000 in 2010, which was attributable to
increased production in all manufacturing facilities in response to an overall increase in demand.

Gross Profit.Our gross profit increased by Euro 246.6 million, or 6.5%, to
Euro 4,054.4 million in 2011 from
Euro 3,807.8 million in 2010. As a percentage of net sales, gross profit was at 65.2% and 65.7% in 2011 and 2010, respectively, due to the factors noted above.

Operating Expenses.Total operating expenses increased by Euro 151.6 million, or 4.9%, to
Euro 3,247.3 million in 2011
from Euro 3,095.7 million in 2010, in line with the increase of net sales in the period. As a percentage of net sales, operating expenses were 52.2% in 2011 compared to 53.4% in 2010.
Total adjusted operating expenses increased by Euro 158.3 million, or 5.1%, to Euro 3,233.6 million in 2011 from Euro 3,075.2 million in 2010, increasing
slightly compared to the increase of net sales in the period. As a percentage of net sales, adjusted operating expenses decreased to 52.0% in 2011 from 53.0% in 2010.

A
reconciliation of adjusted operating expenses, a non-IFRS measure, to operating expenses, the most directly comparable IFRS measure, is presented in the table below. For a
further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the year-over-year
comparisons.

(Amounts in millions of Euro)

2011

2010Operating expenses


3,247.3


3,095.7> Adjustment for Multiópticas Internacional extraordinary gain


19.0


> Adjustment for 50th anniversary celebrations


(12.0
)

> Adjustment for restructuring costs in retail division


(11.2
)

> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


(9.6
)

> Adjustment for goodwill impairment charge





(20.4
)Adjusted operating expenses


3,233.6


3,075.2


Selling
and advertising expenses (including royalty expenses) increased by Euro 141.8 million, or 6.0%, to Euro 2,509.8 million in 2011 from
Euro 2,368.0 million in 2010. Selling expenses increased by Euro 98.5 million, or 5.2%. Advertising expenses increased by Euro 36.6 million, or 9.9%.
Royalties

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increased
by Euro 6.7 million, or 6.7%. As a percentage of net sales, selling and advertising expenses decreased to 40.3% in 2011, compared to 40.8% in 2010, mainly due to the increase
in net sales in relation to the fixed portion of selling expenses, such as occupancy costs.

Adjusted
selling and advertising expenses (including royalty expenses) increased by Euro 133.2 million, or 5.6%, to Euro 2,501.2 million in 2011, as compared
to Euro 2,368.0 million in 2010. Adjusted selling expenses increased by Euro 95.6 million, or 5.0%. Adjusted advertising expenses increased by
Euro 30.9 million, or 8.3%. As a percentage of net sales, adjusted selling and advertising expenses decreased to 40.2% in 2011, compared to 40.8% in 2010.

A
reconciliation of adjusted selling and advertising expenses, a non-IFRS measure, to selling and advertising expenses, the most directly comparable IFRS measure, is
presented in the table below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2011

2010Selling and advertising expenses


2,509.8


2,368.0> Adjustment for 50th anniversary celebrations


(5.7
)

> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


(2.9
)

Adjusted selling and advertising expenses


2,501.2


2,368.0


General
and administrative expenses, including intangible asset amortization, increased by Euro 9.8 million, or 1.3%, to Euro 737.5 million in 2011, as
compared to Euro 727.7 million in 2010. As a percentage of net sales, general and administrative expenses decreased to 11.9% in 2011, compared to 12.6% in 2010.

Adjusted
general and administrative expenses, including intangible asset amortization, increased by Euro 25.1 million, or 3.5%, to Euro 732.3 million in 2011
as compared to Euro 707.3 million in 2010. As a percentage of net sales, adjusted general and administrative expenses decreased to 11.8% in 2011, compared to 12.2% in 2010.

A
reconciliation of adjusted general and administrative expenses, a non-IFRS measure, to general and administrative expenses, the most directly comparable IFRS measure, is
presented in the table below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2011

2010General and administrative expenses


737.5


727.7> Adjustment for Multiópticas Internacional extraordinary gain


19.0


> Adjustment for 50th anniversary celebrations


(6.3
)

> Adjustment for restructuring costs in retail division


(8.3
)

> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


(9.6
)

> Adjustment for goodwill impairment charge





(20.4
)Adjusted general and administrative expenses


732.3


707.3


Income from Operations.For the reasons described above, income from operations increased by
Euro 95.0 million, or 13.3%, to
Euro 807.1 million in 2011 from Euro 712.2 million in 2010. As a percentage of net sales, income from operations increased to 13.0% in 2011 from 12.3% in 2010. Adjusted
income from operations increased by Euro 88.3 million, or 12.0%, to Euro 820.9 million in 2011

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from
Euro 732.6 million in 2010. As a percentage of net sales, adjusted income from operations increased to 13.2% in 2011 from 12.6% in 2010.

A
reconciliation of adjusted income from operations, a non-IFRS measure, to income from operations, the most directly comparable IFRS measure, is presented in the table
below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2011

2010Income from operations


807.1


712.2> Adjustment for Multiópticas Internacional extraordinary gain


(19.0
)

> Adjustment for 50th anniversary celebrations


12.0


> Adjustment for restructuring costs in retail division


11.2


> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


9.6


> Adjustment for goodwill impairment loss





20.4Adjusted income from operations


820.9


732.6


Other Income (Expense)Net.Other income (expense)net was Euro (111.9) million in 2011 as
compared to Euro (106.6) million
in 2010. Net interest expense was Euro 108.6 million in 2011 as compared to Euro 98.5 million in 2010.

Net Income.Income before taxes increased by Euro 89.7 million, or 14.8%, to
Euro 695.3 million in 2011, from
Euro 605.5 million in 2010, for the reasons described above. As a percentage of net sales, income before taxes increased to 11.2% in 2011, from 10.4% in the same period of 2010. Net
income attributable to non-controlling interests increased to Euro 6.0 million in 2011 as compared to Euro 5.1 million in 2010. Discontinued operations were
Euro 19.9 million in 2010 and
related to certain contingent liabilities originally recorded as part of the sale of our Things Remembered retail business in 2006, which expired. Our effective tax rate was 34.1% and 36.0% in 2011
and 2010, respectively. Adjusted income before taxes increased by Euro 83.0 million, or 13.3%, to Euro 709.0 million in 2011, from Euro 626.0 million in 2010,
for the reasons described above. As a percentage of net sales, adjusted income before taxes increased to 11.4% in 2011, from 10.8% in the same period of 2010.

A
reconciliation of adjusted net income before taxes, a non-IFRS measure, to net income before taxes, the most directly comparable IFRS measure, is presented in the table
below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted Measures" discussion following the
year-over-year comparisons.

(Amounts in millions of Euro)

2011

2010Net Income before taxes


695.3


605.6> Adjustment for Multiópticas Internacional extraordinary gain


(19.0
)

> Adjustment for 50th anniversary celebrations


12.0


> Adjustment for restructuring costs in retail division


11.2


> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


9.6


> Adjustment for goodwill impairment loss





20.4Adjusted income before taxes


709.0


626.0


Net
income attributable to Luxottica Group stockholders increased by Euro 50.2 million, or 12.5%, to Euro 452.3 million in 2011, from
Euro 402.2 million in 2010. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 7.3% in 2011, from 6.9% in 2010. Adjusted net

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income
attributable to Luxottica Group stockholders increased by Euro 52.9 million, or 13.1%, to Euro 455.6 million in 2011, from Euro 402.7 million in 2010.
Adjusted net income attributable to
Luxottica Group stockholders as a percentage of net sales increased to 7.3% in 2011, from 6.9% in 2010.

A
reconciliation of adjusted net income attributable to Luxottica Group stockholders, a non-IFRS measure, to net income attributable to Luxottica Group stockholders, the most
directly comparable IFRS measure, is presented in the table below. For a further discussion of such non-IFRS measures, please refer to the "Non-IFRS Measures: Adjusted
Measures" discussion following the year-over-year comparisons.

(Amounts in millions of Euro)

2011

2010Net income attributable to Luxottica Group stockholders


452.3


402.2> Adjustment for Multiópticas Internacional extraordinary gain


(19.0
)

> Adjustment for 50th anniversary celebrations


8.5


> Adjustment for restructuring costs in retail division


7.1


> Adjustment for the non-recurring impairment loss related to the reorganization of the Australian
business


6.7


> Adjustment for goodwill impairment loss





20.4> Adjustment for discontinued operations





(19.9
)Adjusted net income attributable to Luxottica Group stockholders


455.6


402.7


Basic
earnings per share from continuing operations were Euro 0.98 in 2011 as compared to Euro 0.83 in 2010. Basic earnings per share were Euro 0.98 in 2011 as
compared to Euro 0.88 in 2010. Diluted earnings per share from continuing operations were Euro 0.98 in 2011 as compared to Euro 0.83 in 2010. Diluted earnings per share were
Euro 0.98 in 2011 as compared to Euro 0.87 in 2010.

Non-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.

In
order to provide a supplemental comparison of current period results of operations to prior periods, certain measures, such as operating expenses, selling and advertising expenses,
general and administrative expenses, income from operations, income before taxes and net income attributable to Luxottica Group stockholders have been adjusted by excluding, if applicable, the
following items related to non-recurring transactions:



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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 IFRS. We include these adjusted comparisons 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 in our financial statements prepared in accordance with IFRS. Rather, these
non-IFRS measures should be used as a supplement to 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 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 comparisons due to the subjective nature of items excluded by management in calculating adjusted
comparisons. We compensate for the foregoing limitation by using these adjusted measures as a comparative tool, together with IFRS measurements, to assist in the evaluation of our operating
performance.

See
the tables on the foregoing pages for a reconciliation of the adjusted measures discussed above to their most directly comparable IFRS financial measures.

TAXES

Our effective tax rates for the fiscal years ended December 31, 2012, 2011 and 2010, were approximately 36.3%, 34.1% and 36.0%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents at December 31, 2012 totaled Euro 790.1 million, compared to Euro 905.1 million at
December 31, 2011. As of December 31, 2012, Euro 455.9 million of the Group's total cash and cash equivalents was held outside of Italy. There are no significant
repatriation restrictions other than local or Italian taxes associated with repatriation. While we currently do not foresee a need to repatriate funds, should we require more capital in Italy than is
generated by our operations locally, we could elect to raise capital in Italy or the rest of Europe through debt or equity issuances. These alternatives could result in higher effective tax rates or
increased interest expense.

Cash Flows

Operating Activities.The Company's net cash provided by
operating activities in 2012, 2011 and 2010
was Euro 1,040.4 million, Euro 820.9 million and Euro 831.6 million, respectively. The Euro 219.5 million increase in 2012 as compared to 2011
is mainly due to stronger Group performance in 2012 as compared to 2011 and 2010.

Depreciation
and amortization were Euro 358.3 million in 2012 as compared to Euro 323.9 million in 2011 and Euro 322.1 million in 2010. The
increase in depreciation and amortization in 2012 as compared to 2011 is mainly due to the increase in tangible and intangible asset purchases, to the acquisitions of Tecnol and two European entities,
Sun Planet Retail S.L. in Spain and Sun Planet (Portugal)-Oculos de

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Sol, S.A.
in Portugal (collectively, "Sun Planet") concluded in 2012 of approximately 3.1 million, and to the strengthening of the Euro in comparison to other main foreign currencies of
about 20.8 million.

Non-cash
stock-based compensation expense was Euro 41.4 million in 2012 as compared to Euro 44.5 million in 2011 and
Euro 32.9 million in 2010. The decrease in 2012 as compared to 2011 was mainly due to the non-recurring expense related to the gift of treasury shares recorded in 2011, partially offset
by the higher expense related to awards under the new incentive plans granted in 2012. The increase in 2011 as compared to 2010 was mainly due to (i) expenses related to the new stock option
plan granted in 2011 for approximately Euro 5.4 million and (ii) the gift of free treasury shares to certain employees of the Group, as part of the celebration related to the
Group's 50th anniversary, which resulted in a non-recurring cost of approximately Euro 6.3 million.

The
change in accounts receivable was Euro (34.6) million in 2012 as compared to (16.4) million in 2011 and Euro 2.8 million in 2010. The change in 2012 as compared
to 2011 was led by an increase in sales volume, partially offset by an improvement in the DSO ratio (days of sales outstanding). The change in 2011 as compared to 2010 was primarily due to an increase
in sales volume in 2011 as compared to 2010 and to the growth of certain businesses in the North American retail division in 2011. The inventory change was Euro (80.5) million in 2012 as
compared to Euro (30.5) million in 2011 and Euro (36.5) million in 2010. The change in 2012 as compared to 2011 was driven by an increase in inventory stock for the
Wholesale Division to prepare for the SAP roll-out in the Italian manufacturing plants in early 2013. The change in 2011 as compared to 2010 was mainly due to increased production in our
manufacturing facilities. The change in other assets and liabilities was Euro 31.4 million in 2012 as compared to Euro (14.0) million in 2011 and
Euro 75.6 million in 2010. The change in 2012 as compared to 2011 was mainly due to the increase in liabilities to employees (about Euro 18.4 million) in the retail
division in North America for timing in salaries payment for stores personnel. The change in 2011 as compared to 2010 was mainly due to the liabilities related to the growth of certain businesses in
the North American retail division and to the increase of the liabilities to employees for salaries and bonuses paid in 2012. The change in accounts payable was Euro 61.5 million in 2012
as compared to Euro 51.1 million in 2011 and Euro 86.7 million in 2010. The change in 2012 as compared to 2011 was mainly due to extended payment terms with the vendors
partially offset by the growth of the business. The change in 2011 as compared to 2010 was driven by more favorable payment terms agreed during 2011. Income tax payment in 2012 was
Euro 265.7 million as compared to Euro 228.2 million in 2011 and Euro 229.3 million in 2010. The increase in income tax payment in 2012 compared to 2011 and
2010 was primarily attributable to the timing of our tax payments in different tax jurisdictions. Interest paid was Euro 120.8 million in 2012 as compared to Euro 122.5 in 2011
and 133.0 in 2010. The change in 2011 as compared to 2010 was mainly due to repayment of long-term debt.

Investing Activities.The Company's net cash used in
investing activities was
Euro 478.3 million, Euro 459.9 million and Euro 367.3 million in 2012, 2011 and 2010, respectively. The primary investment activities in 2012 were related to
(i) the acquisition of tangible assets for Euro 261.6 million, (ii) the acquisition of intangible assets for Euro 117.0 million, mainly due to the
implementation of a new IT infrastructure, (iii) the acquisition of Tecnol for Euro 66.4 million, (iv) the acquisition of Sun Planet for Euro 21.9 million and
(v) other minor acquisitions for Euro 11.4 million. The primary investing activities in 2011 were related to (i) the acquisition of tangible assets for
Euro 228.6 million; (ii) the acquisition of 60% of Multiópticas Internacional for Euro 89.8 million; (iii) the acquisition of two retail chains
in Mexico for Euro 19.0 million; (iv) the acquisition of a retail chain in Australia for Euro 6.5 million; (v) other minor acquisitions for
Euro 8.3 million in 2011; and (vi) the acquisition of intangible assets for the improvement of the Group IT structure for Euro 107.6 million. The main investment
activities in 2010 were related to (i) the purchase of the remaining non-controlling interests in Luxottica Turkey for Euro 61.8 million; (ii) the purchase of
the remaining non-controlling interests in Sunglass Hut UK for Euro 32.4 million; and (iii) other minor acquisitions for Euro 13.1 million.

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Our
capital expenditures, excluding capital leases of Euro 7.9 million, were Euro 365.0 million in 2012 as compared to Euro 307.5 million in
2011 and Euro 230.4 million in 2010 and primarily related to the investment in IT infrastructure in 2012, 2011 and 2010 and in each year to investment in manufacturing facilities for the
manufacturing and wholesale segment and the opening, remodeling and relocation of stores in the retail division. Capital expenditures were Euro 68.8 million in the three-month period
ended March 31, 2013. It is our expectation that 2013 net capital expenditures will be approximately Euro 380 million, excluding investments for acquisitions. The Company will pay
for these future capital expenditures with its currently available borrowing capacity and available cash.

Net
cash provided by disposals of property, plant and equipment was insignificant in 2012, 2011 and 2010. Investments in equity investees resulted in cash used of
Euro 0.0 million in 2012, Euro 0.0 million in 2011 and Euro 20.7 million in 2010 and related to the second installment of the acquisition of a 40%
participation in Multiópticas Internacional.

Financing Activities.The Company's net cash used in
financing activities was Euro (668.3) million,
Euro (164.4) million and Euro (187.4) million in 2012, 2011 and 2010, respectively. Cash used in financing activities in 2012 mainly related to the maturing of long-term loans for
Euro 512.7 million, repayment of maturing outstanding debt for Euro (935.2) million and aggregate dividend payments to stockholders of Euro (227.4) million. Cash used in financing
activities in 2011 mainly related to the maturing of long-term loans for Euro 250.6 million, repayment of maturing outstanding debt for Euro (230.4) million and aggregate
dividend payments to stockholders of Euro (206.6) million. In 2010, cash used in financing activities mainly related to the repayment of maturing outstanding debt and aggregate dividend payments to
stockholders of Euro
(169.8) million related to the repayment of maturing outstanding debt and aggregate dividend payments to stockholders of Euro (103.5) million.

Our Indebtedness

We have relied primarily upon internally generated funds, trade credit, committed bank facilities and debt capital markets to finance
our operations and expansion. We do not typically raise capital through the issuance of stock; rather, we use debt financing to lower our overall cost of capital and increase our return on
stockholders' equity. We have access to capital markets at favorable market conditions and continue to monitor the debt capital markets in order to take appropriate actions to raise financing.

We
manage our financing requirements by maintaining an adequate level of liquidity and committed and uncommitted financing facilities. To this end, we take a series of actions to ensure
compliance with these financing requirements. In particular:



Our
debt agreements contain certain covenants, including covenants that restrict our ability to incur additional indebtedness. We do not currently expect to require any additional
financing that would
require us to obtain consents or waivers of any existing restrictions on additional indebtedness set forth in our debt agreements.

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Our long-term credit facilities contain certain financial covenants including ratios of Net Financial Position (as defined in the agreements) to
EBITDA (earnings before interest, taxes, depreciation and amortization as defined in the agreements) and EBITDA to net financial charges (as defined in the agreements). As of December 31, 2012
and December 31, 2011, we were in compliance with these financial covenants and we expect to continue to be in compliance in the foreseeable future periods. We believe that after giving effect
to any additional financing that we may incur, such restrictions would not materially affect our compliance with these covenants, our ability to incur the additional debt or our future business
operations.

The
financial and operating covenants included in the above long-term debt are as follows (such terms are defined in our applicable debt
agreements):



Our
total indebtedness was Euro 2,362.2 million as of December 31, 2012. Available additional borrowings under credit facilities as of such date were
Euro 1,200.4 million of which Euro 500.0 million were committed credit lines.

The
Group has credit ratings assigned by Standard & Poor's of BBB+ and A-2 for its long-term and short-term debt, respectively; the outlook was
positive as of April 15, 2013.

For
additional information, see Note 21 to our Consolidated Financial Statements included in Item 18 of this Form 20-F.

Bank Overdrafts

Bank overdrafts represent negative cash balances held in banks and amounts borrowed under various unsecured short-term
lines of credit obtained by the Company and certain of its subsidiaries through local financial institutions. These facilities are usually short-term in nature or contain evergreen clauses
with a cancellation notice period. Certain of these subsidiaries' agreements require a guaranty from Luxottica Group S.p.A. Interest rates on these lines vary based on the country of borrowing,
among other factors. The Company uses these short-term lines of credit to satisfy its short-term cash needs.

Our Credit Facilities



On June 3, 2004, we and our subsidiary Luxottica U.S. Holdings Corp. ("U.S. Holdings") entered into a credit facility with a
group of banks providing for loans in the aggregate principal amount of Euro 740 million and U.S. $325 million. The facility consists of three tranches (Tranche A,
Tranche B and Tranche C). On March 10, 2006, this agreement was amended to increase the available Tranche C borrowings to Euro 725 million, decrease the
interest margin and define a new maturity date of five years from the date of the amendment for Tranche B and Tranche C. In February 2008, we exercised an option included in the
amendment to the term and revolving facility to extend the maturity date of Tranches B and C to March 2013. Tranche A was a Euro 405 million amortizing term loan requiring
repayment of nine equal quarterly installments of principal of Euro 45 million beginning in June 2007, which was to be used for general corporate purposes, including the refinancing of
our existing debt as it matured. Tranche A expired on June 3, 2009 and was repaid in full. Tranche B is a term loan of U.S. $325 million which was drawn upon on
October 1, 2004 by U.S. Holdings to finance the purchase price for the acquisition of Cole. Amounts borrowed under Tranche B were paid prior to maturity in March 2013. Tranche C
is a revolving credit facility of Euro 725 million-equivalent multi-currency (Euro/U.S. dollar). Amounts

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borrowed
under Tranche C may be repaid and re-borrowed with all outstanding balances maturing in March 2013. We cancelled Tranche C effective April 17, 2012. We can
select interest periods of one, two, three or six months with interest accruing on Euro-denominated loans based on the corresponding EURIBOR rate and accruing on U.S. dollar-denominated
loans based on the corresponding LIBOR rate, both plus a margin between 0.20% and 0.40% based on the "Net Debt/EBITDA" ratio, as defined in the agreement. The interest rate on December 31, 2012
was 0.409% for Tranche B. As of December 31, 2012, Euro 45.7 million was borrowed under this credit facility. For additional information, see Note 21 to our
Consolidated Financial Statements included in Item 18 of this Form 20-F. During the third quarter of 2007, we entered into thirteen interest rate swap transactions with an
aggregate initial notional amount of U.S. $325 million with various banks ("Tranche B Swaps"). These swaps expired on March 10, 2012. The Tranche B Swaps were entered into
as a cash flow hedge on Tranche B of the credit facility discussed above. The Tranche B Swaps exchanged the floating rate of LIBOR for an average fixed rate of 4.63% per annum.



To finance the acquisition of Oakley, on October 12, 2007, we and our subsidiary U.S. Holdings entered into two credit
facilities with a group of banks providing for certain term loans and a short-term bridge loan for an aggregate principal amount of U.S. $2.0 billion. The term loan facility is a
term loan of U.S. $1.5 billion, with a five-year term, with options to extend the maturity on two occasions for one year each time. We exercised the first option to extend the final
maturity of this facility by one year to October 12, 2013. The term loan facility is divided into two facilities, Facility D and Facility E. Facility D consists of an amortizing term loan in an
aggregate amount of U.S. $1 billion, made available to U.S. Holdings, and Facility E consists of a bullet term loan in an aggregate amount of U.S. $500 million. We borrowed U.S.
$500 million under Facility E. Each facility has a five-year term, with options to extend the maturity on two occasions for one year each time.

The
term loan has a spread of between 20 and 40 basis points over LIBOR, depending on the Group's ratio of debt to EBITDA. Interest accrues on the term loan at LIBOR (as defined in the
agreement) plus 0.20% (0.41% for Facility D on December 31, 2012). Tranche E borrowings were fully repaid in advance on July 14, 2012 and October 15, 2012. The final
maturity of Tranche D is October 12, 2013.

During
the third quarter of 2007, we entered into ten interest rate swap transactions with an aggregate initial notional amount of U.S. $500 million with various banks
("Tranche E Swaps"). These swaps expired on October 12, 2012. The Tranche E Swaps were entered into as a cash flow hedge on Facility E of the credit facility discussed above. The
Tranche E Swaps exchanged the floating rate of LIBOR for an average fixed rate of 4.26% per annum.

During
the fourth quarter of 2008 and January 2009, we entered into 14 interest rate swap transactions with an aggregate initial notional amount of U.S. $700 million with various
banks which decreased by U.S. $50 million every three months ("Tranche D Swaps"), which matches the scheduled maturity of the hedged debt. These swaps expired on October 12, 2012.
The Tranche D Swaps were entered into as a cash flow hedge on Facility D of the credit facility discussed above. The Tranche D Swaps exchange the floating rate of LIBOR for an average
fixed rate of 2.672% per annum.



On May 29, 2008, we entered into a Euro 250 million revolving credit facility agreement, guaranteed by our
subsidiary, U.S. Holdings, with Intesa Sanpaolo S.p.A. as agent and Intesa Sanpaolo S.p.A., Banca Popolare di Vicenza S.c.p.A. and Banca Antonveneta S.p.A. as lenders. The final
maturity of the credit facility is May 29, 2013. The credit facility requires repayment of equal quarterly installments of

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principal
of Euro 30 million, which started August 29, 2011, and a last repayment of Euro 40 million on the final maturity date. Interest accrues at EURIBOR (as
defined in the agreement) plus a margin between 0.40% and 0.60% based on the "Net Debt/EBITDA" ratio, as defined in the agreement (0.590% as of December 31, 2012). As of December 31,
2012, Euro 70 million was borrowed under this credit facility.

In
June and July 2009, we entered into eight interest rate swap transactions with an aggregate initial notional amount of Euro 250 million with various banks ("Intesa
Swaps"). The Intesa Swaps will decrease their notional amount on a quarterly basis, following the amortization schedule of the underlying facility, which started on August 29, 2011. The Intesa
Swaps will expire on May 29, 2013. The Intesa Swaps were entered into as a cash flow hedge on the Intesa Sanpaolo S.p.A. credit facility discussed above. The Intesa Swaps exchange the
floating rate of EURIBOR (as defined in the agreement) for an average fixed rate of 2.25% per annum.



On November 11, 2009, we entered into a Euro 300 million Term Facility Agreement, guaranteed by our subsidiaries
U.S. Holdings and Luxottica S.r.l., with MediobancaBanca di Credito Finanziario S.p.A., as agent, and MediobancaBanca di Credito Finanziario S.p.A.,
Deutsche Bank S.p.A., Calyon S.A. Milan Branch and Unicredit Corporate Banking S.p.A., as lenders. The final maturity of the Term Facility was November 30, 2012. Interest
accrued at EURIBOR (as defined in the agreement) plus a margin between 1.75% and 3.00% based on the "Net Debt/EBITDA" ratio, as defined in the agreement. In November 2010, we renegotiated this
facility, extending the maturity for a further two years. The new expiration date is November 30, 2014. Interest currently accrues at EURIBOR plus a
margin between 1.00% and 2.25%, as defined in the amendment (1.110% as of December 31, 2012). As of December 31, 2012, Euro 300 million was borrowed under this credit
facility.

Our Other Debt Financings



On July 1, 2008, U.S. Holdings closed a private placement of U.S. $275 million of senior unsecured guaranteed notes,
issued in three series ("Series A," "Series B" and "Series C"). The aggregate principal amounts of the Series A, Series B and Series C Notes are U.S.
$20 million, U.S. $127 million and U.S. $128 million, respectively. The Series A Notes mature on July 1, 2013, the Series B Notes mature on July 1,
2015 and the Series C Notes mature on July 1, 2018. Interest on the Series A Notes accrues at 5.96% per annum, interest on the Series B Notes accrues at 6.42% per annum and
interest on the Series C Notes accrues at 6.77% per annum. The Notes contain certain financial and operating covenants. We were in compliance with those covenants as of December 31,
2012. The proceeds from the Notes were used to repay a portion of the bridge loan facility that expired on July 1, 2008.



On January 29, 2010, U.S. Holdings closed a private placement of U.S. $175 million of senior unsecured guaranteed notes,
issued in three series ("Series D," "Series E" and "Series F"). The aggregate principal amount of each of the Series D and Series E Notes is U.S. $50 million
and the aggregate principal amount of the Series F Notes is U.S. $75 million. The Series D Notes mature on January 29, 2017, the Series E Notes mature on
January 29, 2020 and the Series F Notes mature on January 29, 2019. Interest on the Series D Notes accrues at 5.19% per annum, interest on the Series E Notes accrues
at 5.75% per annum and interest on the Series F Notes accrues at 5.39% per annum. The Notes contain certain financial and operating covenants. We were in compliance with those covenants as of
December 31, 2012. The proceeds from the Notes were used for general corporate purposes.

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On September 30, 2010, we closed a private placement of Euro 100 million senior unsecured guaranteed notes, issued
in two series ("Series G" and "Series H"). The aggregate principal amounts of the Series G and Series H Notes are Euro 50 million and
Euro 50 million, respectively. The Series G Notes mature on September 15, 2017 and the Series H Notes mature on September 15, 2020. Interest on the
Series G Notes accrues at 3.75% per annum and interest on the Series H Notes accrues at 4.25% per annum. The Notes contain certain financial and operating covenants. We were in
compliance with those covenants as of December 31, 2012. The proceeds from the Notes, received on September 30, 2010, were used for general corporate purposes.



On November 10, 2010, we closed an offering in Europe to institutional investors of Euro 500 million of senior
unsecured guaranteed notes due November 10, 2015. The notes are listed on the Luxembourg Stock Exchange under ISIN XS0557635777. Interest on the Notes accrues at 4.00% per annum. The Notes are
guaranteed on a senior unsecured basis by U.S. Holdings and Luxottica S.r.l. The Notes can be prepaid at our option under certain circumstances. The proceeds from the Notes were used for
general corporate purposes.



On December 15, 2011, U.S. Holdings closed a private placement of U.S. $350 million senior unsecured guaranteed notes
("Series I"). The Series I Notes mature on December 15, 2021. Interest on the Series I Notes accrues at 4.35% per annum. The proceeds from the Notes, received on
December 15, 2011, were used for general corporate purposes and to refinance existing term debt. The Notes contain certain financial and operating covenants. We were in compliance with those
covenants as of December 31, 2012.

Our 2012 Debt Financings



On March 19, 2012, we closed an offering in Europe to institutional investors of Euro 500 million of senior
unsecured guaranteed notes due March 19, 2019. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS0758640279. Interest on the Notes accrues at 3.625% per annum. The Notes are
guaranteed on a senior unsecured basis by U.S. Holdings and Luxottica S.r.l. On March 19, 2012, the Notes were assigned a BBB+ credit rating by Standard & Poor's.



On April 17, 2012, we and our subsidiary, U.S. Holdings, entered into a multicurrency (Euro/U.S. dollars) revolving credit
facility with a group of banks providing for loans in the aggregate principal amount of Euro 500 million (or the equivalent in U.S. dollars). Amounts borrowed may be repaid and
re-borrowed with all outstanding balances maturing on April 10, 2017. We can select interest periods of one, three or six months with interest accruing (i) on
Euro-denominated loans based on the corresponding EURIBOR rate and (ii) on U.S. dollar-denominated loans based on the corresponding LIBOR rate and a premium of 0.35% per annum, both
plus a margin between 1.30% and 2.25% based on the "Consolidated Net Debt to Consolidated EBITDA" ratio as defined in the agreement. As of December 31, 2012, the line was undrawn.

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Outstanding Standby Letters of Credit

Certain U.S. subsidiaries have obtained various standby and trade letters of credit from banks that aggregated Euro 23.0 million and
Euro 63.4 million as of December 31, 2012 and 2011, respectively. Most of these letters of credit are used for security in risk management contracts, purchases from foreign
vendors or as security on store leases. Most standby letters of credit contain evergreen clauses under which the letter is automatically renewed unless the bank is notified not to renew. Trade letters
of credit are for purchases from foreign vendors and are generally outstanding for a period that is less than six months. Substantially all the fees associated with maintaining the letters of credit
fall within the range of 40 to 60 basis points annually.

Concentration of Credit Risk

Financial instruments which potentially expose us to concentration of credit risk consist primarily of cash, investments and accounts receivable. We attempt to
limit our credit risk associated with cash equivalents by placing our cash balances and investments with highly-rated banks and financial institutions. However, at any time, amounts invested at these
banks may be in excess of the amount of insurance provided on such deposits. With respect to accounts receivable, we limit our credit risk by performing ongoing credit evaluations, and certain
customers may be required to post security in the form of letters of credit. As of December 31, 2012 and 2011, no single customer's balance comprised 10% or more of the overall accounts
receivable balance. However, included in accounts receivable as of December 31, 2012 and 2011, was approximately Euro 28.1 million and Euro 30.6 million,
respectively, due from the host stores of our retail Licensed Brands. These receivables represent cash proceeds from sales deposited into the host stores' bank accounts, which are subsequently
forwarded to us on a weekly or monthly basis depending on our contract with the particular host store and are based on short-term contract arrangements.

Our Working Capital

Set forth below is certain information regarding our working capital (total current assets minus total current liabilities):

As of December 31,(Amounts in millions of Euro)

2012

2011

2010Current Assets


2,426.9


2,453.7


2,126.3Current Liabilities


(1,805.0
)

(1,927.5
)

(1,477.1
)Working Capital


621.9


526.2


649.2


The
increase in working capital in 2012 as compared to 2011 is mainly attributable to a decrease in the current portion of outstanding long-term debt. The decrease in working
capital in 2011 as compared to 2010 is mainly attributable to the increase in the current portion of long-term debt scheduled to mature in 2012.

We
believe that the financial resources available to us will be sufficient to meet our currently anticipated working capital and capital expenditure requirements for the next
24 months.

We
do not believe that the relatively moderate rates of inflation which have been experienced in the geographic markets where we compete have had a significant effect on our net sales or
profitability. In the past, we have been able to offset cost increases by increasing prices, although we can give no assurance that we will be able to do so in the future.

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Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

We
use, from time to time, derivative financial instruments, principally interest rate and currency swap agreements, as part of our risk management policy to reduce our exposure to
market risks from changes in foreign exchange rates and interest rates (see Note 31 to our Consolidated Financial Statements included in Item 18 of this Form 20-F).
Although we have not done so in the past, we may enter into other derivative financial instruments when we assess that the risk can be hedged effectively.

Contractual Obligations and Commercial Commitments

We are party to numerous contractual arrangements consisting of, among other things, royalty agreements with designers, leases for retail store, plant, warehouse
and office facilities, as well as certain data processing and automotive equipment, and outstanding borrowings under credit agreements and facilities with financial institutions to finance our
operations. These contractual arrangements may contain minimum annual commitments. A more complete discussion of the obligations and commitments is included in Notes 21 and 28 to our
Consolidated Financial Statements included in Item 18 of this Form 20-F.

The
following table summarizes the scheduled maturities of our long-term debt, minimum lease commitments under non-cancelable operating leases, minimum payments
under non-cancelable royalty arrangements, purchase commitments (including long-term) and endorsement contracts as of December 31, 2012. The table does not include
pension liabilities or liabilities for uncertain tax payments. We cannot make a reasonable and reliable estimate of when or if the uncertain tax payments will be made. Our pension plans are discussed
in Note 22 to our Consolidated Financial Statements included in Item 18 of this Form 20-F.

Payments Due by PeriodContractual Obligations(Amounts in millions of Euro)

1 Year

1 to 3
Years

3 to 5
Years

After 5
Years

TotalLong-Term Debt and Current Maturities(1)(2)


316.5


937.4


88.9


1,019.4


2,362.2Interest Payments(3)


100.1


169.8


140.2


67.3


477.4Operating Leases


296.4


446.4


261.9


187.0


1,191.6Minimum Royalty Arrangements(4)


98.0


171.2


124.6


211.4


605.3Long-Term Purchase Commitments(5)


18.5


33.6


9.2


16.9


78.3Endorsement Contracts(6)


6.6


7.7


0.1





14.4Other Commitments(7)


6.9


7.8


0.1





14.8Total


843.1


1,774.0


625.0


1,502.0


4,744.0


(1)As
described previously, our long-term debt has certain financial and operating covenants that may cause the acceleration of future maturities
if we do not comply with them. We were in compliance with these covenants as of December 31, 2012 and expect to be in compliance for the foreseeable future.(2)The
calculation of Long-Term Debt and Current Maturities includes capital lease obligations, pursuant to which the following amounts are
scheduled to become due and payable: Euro 3.5 million (less than one year) and Euro 25.7 million (one to three years).(3)These
amounts do not include interest payments due under our various revolving credit facilities as the amounts to be borrowed in future years are uncertain
at this time. In addition, interest rates used


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to
calculate the future interest due on our variable interest rate term loans were calculated based on the interest rate as of December 31, 2012 and assume that we make all scheduled principal
payments as they mature. (4)These
amounts represent obligations under our license agreements with designers, some of which require us to make annual guaranteed minimum payments.(5)These
amounts represent obligations under our supplier commitments with various vendors.(6)These
amounts represent obligations under our endorsement contracts with selected athletes and others who endorse Oakley products, certain of which require
us to pay specified annual minimum commitments and sometimes additional amounts based on performance goals.(7)Other
commitments mainly include auto, machinery and equipment lease commitments.


At
December 31, 2012, we had available funds of approximately Euro 700.4 million under our unused short-term lines of credit. Substantially all of these
lines have terms of less than one year, but they have been renewed annually in prior years. For additional information, see Note 15 to our Consolidated Financial Statements included in
Item 18 of this Form 20-F.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of Luxottica Group S.p.A. currently consists of 13 members, each of whom was appointed at the Stockholders' Meeting held on
April 27, 2012.

The
current term of the Board of Directors expires at the time of the approval of the statutory financial statements as of and for the year ending December 31, 2014.

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Set
forth below is certain information regarding the directors and senior management of Luxottica Group S.p.A.:

Name

Age

Senior
Manager or
Director(1)
Since

PositionLeonardo Del Vecchio


77

1961

Chairman of the Board of DirectorsLuigi Francavilla


75

1968/1985

Deputy ChairmanAndrea Guerra


47

2004

Chief Executive Officer and DirectorRoger Abravanel


66

2006

DirectorMario Cattaneo


82

2003

DirectorEnrico Cavatorta


51

1999/2003

Chief Financial Officer, General ManagerCentral Corporate Functions and DirectorClaudio Costamagna


57

2006

DirectorClaudio Del Vecchio


56

1978/1986

DirectorSergio Erede


72

2004

DirectorElisabetta Magistretti


65

2012

DirectorMarco Mangiagalli


64

2009

DirectorAnna Puccio


49

2012

DirectorMarco Reboa


57

2009

DirectorPaolo Alberti


50

2009

Executive V.P., WholesaleColin Baden


51

1999

President and CEO OakleyChris Beer


47

2003

Chief Operating Officer, Luxottica Optical Retail Australasia and Greater ChinaMichael A. Boxer


51

1993

Executive V.P. and Group General CounselNicola Brandolese


41

2012

Group Business Development Director and Chief Digital OfficerFabio d'Angelantonio


43

2005

Chief Marketing Officer and Group Retail Luxury and Sun DirectorPaola De Martini


50

2012

Group Tax and Italian Corporate Affairs DirectorElizabeth DiGiandomenico


47

1992

President, Luxottica Vision CareStefano Grassi


39

2012

Group Controlling & Forecasting DirectorJohn Haugh


50

2011

Executive V.P., Sunglass Hut North AmericaAntonio Miyakawa


46

1993

Executive V.P., Marketing, Style & ProductMario Pacifico


50

2003

Group Shared Services and Corporate Reporting DirectorNicola Pelà


50

2005

Group Human Resources DirectorPaolo Pezzutto


46

2000

Group Commercial Service Strategy & Planning DirectorCarlo Privitera


43

2005

COO Retail Business Services and Distribution North AmericaAlessandra Senici


45

2000

Group Investor Relations DirectorMassimo Vian


40

2005

Group Chief Operations OfficerMark Weikel


58

2010

President of Retail Optical North America


(1)For
our senior managers, the periods listed in the table reflect periods of affiliation with Luxottica Group S.p.A. or any of its predecessors and
affiliates, and not necessarily the period since they were appointed to their current position. When two years are indicated, the former is the first year of affiliation with Luxottica
Group S.p.A. or any of its predecessors and affiliates and the latter is the year of appointment as a director.


All
information disclosed below regarding compensation, shareholdings and incentive plans of senior managers also include four senior managers, each of whom held office for part of 2012.

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Executive
officers serve at the discretion of the Board of Directors. Messrs. Cattaneo, Abravanel, Costamagna, Claudio Del Vecchio, Erede, Mangiagalli and Reboa and Mses.
Magistretti and Puccio are all non-executive directors. In addition, Mses. Magistretti and Puccio and Messrs. Cattaneo, Abravanel, Costamagna, Mangiagalli and Reboa are also
independent directors under Italian law.

Pursuant
to Italian law and our By-laws, a list for the appointment of the Board of Directors can be presented only by stockholders who hold the minimum percentage of the
share capital established annually by Consob. For 2012, this was equal to 1% of the share capital of the Company. All directors were appointed by Delfin S.à r.l., our controlling
stockholder.

Pursuant
to Italian law, we maintain a Board of Statutory Auditors, elected at the Stockholders' Meeting, composed of three experts in accounting matters who are required to have no
other affiliation with Luxottica Group S.p.A. and who must satisfy certain professional and other standards. The Board of Statutory Auditors is required to verify that we (i) comply with
applicable law and our By-laws, (ii) respect the principles of correct administration, (iii) maintain adequate organizational structure, internal controls and administrative
and accounting systems, (iv) ensure that our accounting system represents the facts in a fair and true manner and (v) give adequate instructions to our subsidiaries. The Board also
supervises the manner in which we comply with the Code of Corporate Governance issued by Borsa Italiana S.p.A. It also supervises our financial reporting process, the effectiveness of our
internal auditing system and risk assessment, the audit work and the independence of our auditing firm. Although members of the Board of Statutory Auditors are required to attend the meetings of the
Board of Directors and of the stockholders, they are not deemed to be members of the Board of Directors and do not vote on matters submitted to such meetings. At the Stockholders Meeting on
April 27, 2012, the following individuals were appointed as members of the Board of Statutory Auditors: Francesco Vella, who is Chairman, Barbara Tadolini and Alberto Giussani. The following
individuals were also appointed as alternate members of the Board of Statutory Auditors: Giorgio Silva and Fabrizio Riccardo Di Giusto. The alternate members will replace current members who leave
their position during the current term. Francesco Vella and Fabrizio Riccardo Di Giusto were selected from a list submitted by minority stockholders. Alberto Giussani, Barbara Tadolini and Giorgio
Silva were selected from a list submitted by Delfin S.à r.l. The current term of the Board of Statutory Auditors expires at the time of the approval of the statutory financial
statements as of and for the year ending December 31, 2014.

See
Item 16G"Corporate GovernanceSummary of the Significant Differences Between Our Corporate Governance Practices and the Corporate Governance Standards
of the New York Stock Exchange" for more information regarding the designation of the Board of Statutory Auditors to act as our "Audit Committee" as defined in the U.S. Sarbanes-Oxley Act of 2002.

On
July 26, 2012, the Board of Directors approved certain amendments to our By-laws as required by Italian law no. 120/2011 in order to ensure gender equality
in the composition of the Board of Directors and the Board of Statutory Auditors. Please see Item 10"Additional Information" for further details regarding the requirements set
forth under the law no. 120/2011.

Pursuant
to the Italian Code of Corporate Governance, issued by Borsa Italiana, we also maintain a Human Resources Committee, elected from the members of the Board of Directors. The
Human Resources Committee has verification, advisory and proposal making functions, including, among others, (i) recommending to the Board of Directors the remuneration payable to the Company's
Directors with additional responsibilities, determining the remuneration criteria for senior
management of the Company and of the entire Group and making proposals to the Board of Directors regarding the remuneration of senior management based on such criteria and (ii) reviewing the
Luxottica Group employees' incentive plans and making proposals to the Board of Directors regarding the beneficiaries of the plans. Effective as of April 27, 2012, the members of the Human
Resources Committee are independent directors Claudio Costamagna, who acts as Chairman, Roger Abravanel and Anna Puccio.

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The
term of the Human Resources Committee is co-extensive with the term of our Board of Directors since its members are also members of our Board of Directors.

We
also have a Control and Risk Committee (previously the Internal Control Committee) elected from the members of the Board of Directors. The Control and Risk Committee is responsible
for performing investigations, providing advice and submitting proposals to the Board of Directors. In particular, the Control and Risk Committee (i) assists the Board of Directors in the
execution of its internal control tasks and mandates, (ii) evaluates the planned initiatives and projects of the Internal Auditing function, (iii) reviews and assesses the regular
reports issued by the Internal Auditing function, (iv) assesses, together with the manager responsible for the preparation of the Company's accounting records and the managers and the auditors,
the proper use and application of accounting principles, (v) assesses the results of the activities performed by the Internal Auditing function, (vi) expresses opinions concerning the
identification and management of corporate risks and (vii) expresses opinions concerning the planning, implementation and management of the internal control system.

See
Item 16G"Corporate GovernanceSummary of the Significant Differences Between Our Corporate Governance Practices and the Corporate Governance Standards
of the New York Stock Exchange" for more information regarding the designation of the Human Resources Committee to act as our compensation committee.

A
short biography of each of our Directors and executive officers is set forth below:

Leonardo Del Vecchiois the founder of our operations and has been Chairman of the Board since the Group was formed in 1961. In 1986, the
President of the Republic of Italy conferred on Mr. Del Vecchio the honor of Cavaliere dell'Ordine al "Merito del Lavoro" (Knight of the Order for Labor Merit). In May 1995, he received an
honorary degree in Business Administration from the Venice Ca' Foscari University. In 1999, he received a Master "honoris causa" in International Business from MIB- Management School in
Trieste. In 2002, he received an honorary degree in Managerial Engineering from the University of Udine and, in March 2006, Mr. Del Vecchio received another honorary degree in Materials
Engineering from Politecnico of Milan. Furthermore, in
December 2012, Mr. Del Vecchio received from CUOA Foundation a master "honoris causa" in Business Administration. Mr. Del Vecchio is also a director of Beni Stabili S.p.A. SIIQ
and GiVi Holding S.p.A., Vice Chairman of Foncière des Régions S.A. and a director of Delfin S.à r.l., Aterno S.a.r.l. and Kairos Partners
SGR S.p.A.

Luigi Francavillajoined the Group in 1968, has been Director since 1985, Deputy Chairman since 1991, and was, until June 2010, the Chief
Quality Officer of the Group. From 1977 until May 2009, he was Group Product and Design Director. From 1972 to 1977, Mr. Francavilla was General Manager of Luxottica S.r.l. and, from
1969 to 1971, he served as Technical General Manager of Luxottica S.r.l. In addition, he is Chairman of Luxottica S.r.l., our principal operating subsidiary. Mr. Francavilla is
also a Director in the Venice branch of the Bank of Italy and is the Honorary Chairman of Confindustria Belluno. In April 2000, he received an honorary degree in Business Administration from
Constantinian University in Cranston, Rhode Island, U.S.A. In 2011, he was appointed Grande Ufficiale of the Italian Republic. In 2012, the President of the Republic of Italy conferred on
Mr. Francavilla the honor of Cavaliere dell'Ordine al "Merito del Lavoro" (Knight of the Order for Labor Merit).

Andrea Guerrawas appointed a Director and Chief Executive Officer of the Company on July 27, 2004. Prior to joining the Company,
Mr. Guerra was with Merloni Elettrodomestici since 1994, where, from 2000, he was its Chief Executive Officer. Prior to being at Merloni, Mr. Guerra worked for Marriott Italia where he
became Director of Marketing. He received a degree in Business Administration from the "La Sapienza" University of Rome in 1989. Mr. Guerra is Director of Luxottica S.r.l., Chairman of
OPSM Group PTY Limited, member of the Board of Directors of Luxottica U.S. Holdings Corp., Luxottica Retail North America Inc. and of Oakley, Inc., all of which belong to Luxottica
Group. He is a member of the Steering Committee of Fondo Strategico Italiano S.p.A. and also a member of the Board of Directors of Amplifon S.p.A. and Ariston Thermo S.p.A.

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Roger Abravanelhas been a Director since 2006. He worked at McKinsey & Company
from 1972 until June 2006.
Mr. Abravanel is also involved in international consulting projects, advising on strategic, organizational and operational development issues. He graduated with a degree in Engineering from the
Politecnico di Milano and received a Masters in Business Administration from INSEAD in Fontainebleau (with High Distinctions). He is the author of several studies and articles on business
organization. He is a member of the Board of Directors of Teva Pharmaceutical Industries LTD, Banca Nazionale del Lavoro S.p.A., COFIDE S.p.A., Admiral Group Plc.,
Coesia S.p.A. and Esselunga S.p.A.

Mario Cattaneohas been a Director since 2003. He is emeritus professor of Corporate Finance at the Catholic University of Milan. He was a
director of Eni S.p.A. from 1998 until 2005 and of Unicredito from 1999 until 2005 and Statutory Auditor of the Bank of Italy from 1991 until 1999. He is a member of the Board of Directors of
Impregilo S.p.A. and Bracco S.p.A. He is an auditor of Michelin Italiana Sami S.p.A. and a member of the Supervisory Board of UBI Banca S.C.p.A.

Enrico Cavatortahas been General ManagerCentral Corporate Functions since March 2011. He has been a Director of the Group
since 2003. He has been Chief Financial Officer since he joined the Group in 1999 and is a director of the principal subsidiaries of the Company, including Luxottica U.S. Holdings Corp.,
Luxottica S.r.l., OPSM Group Pty Ltd., Luxottica Retail North America Inc. and Oakley, Inc. Mr. Cavatorta is also a director of Salmoiraghi &
Viganò S.p.A. Prior to joining Luxottica, Mr. Cavatorta was with Piaggio S.p.A., most recently as Group Controller, responsible for planning and control. From 1993
to 1996, Mr. Cavatorta was a consultant with McKinsey & Co., having joined the firm from Procter & Gamble Italy, where he worked from 1985 to 1993, most recently as
Controller. Mr. Cavatorta graduated with the highest honors from the LUISS University in Rome with a bachelor's degree in Business Administration.

Claudio Costamagnahas been a Director since 2006. Mr. Costamagna holds a business administration degree and has held important
offices in Citigroup, Montedison and Goldman Sachs where he served for many years as Chairman of the Investment Banking division for Europe, the Middle East and Africa. He is currently Chairman of "CC
e Soci S.r.l.", a financial advisory boutique he founded, and a member of the International Advisory Board of the Bocconi University and Virgin Group. Mr. Costamagna is Chairman of
Impregilo S.p.A., AAA S.A. and Adviseonly SIM. He is also director of DEA Capital S.p.A., Il Sole24Ore S.p.A., FTI Consulting Inc. and Virgin Group Holdings Limited.

Claudio Del Vecchio,a son of Leonardo Del Vecchio, joined the Group in 1978 and has been a Director since 1986. From 1979 to 1982, he
managed our Italian and German distribution operations. From 1982 until 1997, he was responsible for all business operations of the Group in North America. He also serves as a Director of U.S.
Holdings, a key subsidiary in North America. Claudio Del Vecchio is Chairman and Chief Executive Officer of Brooks Brothers Group, Inc.

Sergio Eredehas been a Director since 2004. Mr. Erede graduated magna cum laude from the University of Milan in 1962 with a degree
in jurisprudence and obtained an LL.M. from Harvard Law School in 1964. From 1965 to 1969, he was head of the legal department of IBM Italia S.p.A. Prior to such time, Mr. Erede was an
attorney at the law firm of Sullivan & Cromwell from 1964 to 1965, and the law firm of Hale & Dorr from 1963 to 1964. In 1999, he founded the law firm of Bonelli, Erede &
Pappalardo (which is the successor by merger to the firm of Erede e Associati), a leading firm in Italian financial transactions. Additionally, he is a member of the Board of Directors of
Foncière des Régions S.A., Interpump Group S.p.A., Gruppo Editoriale L'Espresso S.p.A., Manuli Rubber Industries S.p.A., Gruppo
IPG Holding S.r.l. (Gruppo Interpump), Bolton Group International S.r.l., Brioni S.p.A., Sintonia S.p.A. and Delfin S.à r.l. Additionally, Mr. Erede
is Chairman of AON Italia S.r.l. and vice chairman of the Board of Directors of Banca Nazionale del Lavoro S.p.A.

Elisabetta Magistrettibecame a Director of Luxottica Group S.p.A. on April 27, 2012. She graduated with honors from Bocconi
University with a degree in Business and Economics. Ms. Magistretti is a Certified Chartered Public Accountant. She began her career at Arthur Andersen in

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1972,
where she became a partner in 1984. In 2001, she joined Unicredit Group as Head of the Administrative Government; from 2006 to 2009 she was responsible for the Group Internal Audit Department.
From 2002 to 2009, she served on the Board of "Fondo Interbancario di Tutela dei Depositi," from 2002 to 2011, she served on the Management Board of "Organismo Italiano di Contabilità"
and from 2006 to 2009, she was a member of the Supervisory Board of Unicredit S.p.A. From 2003 until early 2013, she was a Director of Unicredit Audit. From 2010 until 2012, she was a member of
the Unicredit Bulbank Audit Committee and of the Supervisory Board of Zao Unicredit Russia, where she was Chairman of the Audit Committee. From 2011 to 2012, she was an independent director of
Gefran S.p.A. She is also member of the Board of Directors of Pirelli & C. S.p.A. and Mediobanca S.p.A.

Marco Mangiagallibecame a Director on April 29, 2009. Mr. Mangiagalli received a degree in Political Economy from the
"Luigi Bocconi" University in 1973. Most of his career has been with Eni Group; he also has had working experience with Barclays Group in Italy and the Nuovo Banco Ambrosiano Group. He has served as a
member of the Board of Directors for Agip S.p.A., Polimeri Europa S.p.A., Nuovo Pignone S.p.A., Snamprogetti S.p.A., Saipem S.p.A., Eni International
Holding B.V., Albacom S.p.A., Emittenti Titoli S.p.A. and Oil Investment Corp. He also has been Chairman of Eni Coordination Center S.A., Eni Bank Ltd/Banque
Eni S.A. and of Enifin S.p.A. From August 2008 to May 2011, he was Chairman of the Board of Directors for Saipem S.p.A. He is a member of the Supervisory Board of Intesa San
Paolo S.p.A. and a member of the Board of Directors of Autogrill S.p.A. He is also a member of the Senior Advisory Board of Global Infrastructure Partners.

Anna Pucciobecame a Director of Luxottica Group S.p.A. on April 27, 2012. Ms. Puccio graduated from the Venice
University Ca' Foscari with a degree in Business Administration and holds a post-graduate degree in International Business from CUOA Business School. She started her career at Microsoft
Corp. in the United States in 1987. Thereafter, from 1990 to 2001, Ms. Puccio worked for Procter & Gamble Corp. in various countries, including Italy, Germany, the United Kingdom and
Switzerland and, most recently, as Marketing Director Europe in its Beauty Care Business Unit. From 2001 to 2004, she was Chief Executive Officer of Zed-TeliaSonera Italy and, from 2005 to
2006, Chief Executive Officer of Sony Ericsson Italy. From 2008 to 2009, Ms. Puccio was Senior Strategy Advisor for Accenture Mobility Operative Services. From 2006 to 2012, she was a member of
the Board of Directors of Buongiorno S.p.A. Since 2010, Ms. Puccio has been the Group Managing Director of CGM, National Group of Social Enterprises.

Marco Reboabecame a Director on April 29, 2009. Mr. Reboa received a degree in Business Economics from Universita
Commerciale L. Bocconi in Milan, Italy in 1978. He has been registered in the Register of Chartered Accountants of Milan since 1982 and he is an auditor pursuant to Ministerial Decree since 1995. He
is currently a professor at the Faculty of Law at the Libero Istituto Universitario Carlo Cattaneo in Castellanza, Italy and works in private practice in Milan, specializing in extraordinary financial
transactions. Mr. Reboa has published books and articles on financial statements, economic appraisals and corporate governance. He is
editor-in-chief of the Magazine of Chartered Accountants. Mr. Reboa was the Chairman of the Luxottica Group S.p.A. Board of Statutory Auditors from
June 14, 2006 until April 29, 2009. He is a member of the Board of Directors of Interpump Group S.p.A., Parmalat S.p.A., Carraro S.p.A. and Made in
Italy1 S.p.A., and Chairman of the Board of Auditors of Indesit Company S.p.A.

Paolo Albertijoined Luxottica Group in May 2009 as Executive Vice President, Wholesale. Prior to joining Luxottica, he was Executive VP
at Bulgari Parfums where he was responsible for the development, marketing, logistics and commercialization of Bulgari Perfumes and Cosmetics. He was also responsible for the Bulgari eyewear license
with Luxottica. Prior to being at Bulgari, he was General Manager at L'Oréal, Consumer Division, Director at Johnson & Johnson and Advertising Brand Manager at
Procter & Gamble. Mr. Alberti holds a B.S. in Civil Management Engineering from the University of the Pacific (California, USA) and a Master in Business Administration from Bocconi
University.

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Colin Badenbecame Chief Executive Officer of Oakley in July 2009. He joined Oakley in February 1996 as Director of Design and served as
Vice President of Design from February 1997 to February 1999. In February 1999, Mr. Baden was named President. Prior to joining Oakley, Mr. Baden was a partner at Lewis Architects of
Seattle, Washington for six years and began advising Oakley on company image and design issues in 1993.

Chris Beerbecame Chief Operating Officer of Luxottica Optical Retail Australasia and Greater China in June 2009. Previously, he held the
position of Chief Operating Officer of Asia-Pacific and China retail operations of Luxottica Group, from 2003, having had 22 years of experience with the OPSM Group (later acquired
by Luxottica). He held senior executive positions in sales and operations before being appointed International HR Manager for the OPSM Group in 1999 and General Manager Retail for OPSM Australia in
2001. Mr. Beer oversees group operations, marketing, merchandise, distribution and manufacturing for the Australia/NZ Region.

Michael A. Boxerbecame Executive Vice President and Group General Counsel in April 2011, in charge of all legal and international
corporate affairs for the Group and its subsidiaries worldwide. Previously, he held the position Senior Vice President, General CounselNorth America from September 2005 to April 2011 and
was responsible for overseeing all legal matters for the Company's North American retail and wholesale operations. Mr. Boxer has held various other executive roles since joining the Company in
1993. Prior to joining Luxottica in 1993, Mr. Boxer served as a corporate attorney with the law firm of Winston & Strawn in New York. He received his undergraduate degree from Columbia
University and his law degree from the New York University School of Law.

Nicola Brandolesejoined Luxottica in 2012 as Group Business Development Director and Chief Digital Officer. Before joining Luxottica,
from 2003 to 2012, Mr. Brandolese spent nine years with News Corporation, where he led marketing, sales and product management as Executive Vice President of Sky. Between 1997 and 2003,
Mr. Brandolese served as Project Leader with The Boston Consulting Group and as Director of Sales and Business Strategy at Sapient Corporation. Prior to working in management consulting,
Mr. Brandolese led Purchasing and Logistics at Erikstone OY AB in Finland. Mr. Brandolese holds a Master's degree in Engineering from the Polytechnic University of Milan and a BEP degree
from Boston's Babson College.

Fabio d'Angelantoniowas appointed to lead the Retail Luxury and Sun Business at the beginning of 2009, while maintaining the role of
Chief Marketing Officer that he has held since 2005. After experience with the European Union and in the Olivetti Marketing Department in Brussels and Madrid, Mr. d'Angelantonio led the
international department from 1995 to 2000 for the Belgian publishing house Editions Hemma (part of the Havas-Vivendi group). At the beginning of 2000, Mr. d'Angelantonio joined Ciaoweb
(Fiat-Ifil group) where he held the position of Channel Manager, eventually moving to Merloni Elettrodomestici, today Indesit Company, where he held increasingly senior positions ending in
Brand & Advertising Manager, responsible for the management of the entire brand portfolio for the group. After receiving a degree in Business Administration in 1994 from the LUISS University in
Rome, he completed an MBA in International Management at the UBI in Brussels in 1999.

Paola De Martinijoined Luxottica in 2005 as Group Tax Director and became Group Tax & Italian Corporate Affairs Director in 2011.
Prior to joining Luxottica, from 1999 she was Tax, Legal and Corporate Affairs Director at Grimaldi and, before, Tax, Legal and Corporate Affairs Director of the Techint Group Holding Company. In 1996
she became Group Tax and Corporate Affairs Director of Bulgari, after working as a consultant for Studio Uckmar beginning in 1986. After graduating with a law degree from the University of Genoa,
Ms. De Martini completed a Master's in International Business Law at the London School of Economics and a Ph.D. in International and Comparative Tax Law at the University of Genoa.

Elizabeth DiGiandomenicowas named president of Luxottica Vision Care in 2011, with responsibility for leading EyeMed, OneSight and
Optical Partnerships, which includes optical industry

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relations
and products. She joined LensCrafters in 1992 as a member of the financial group. In 2002, Ms. DiGiandomenico joined EyeMed Vision Care and was named president in 2006. Prior to
joining Luxottica, Ms. DiGiandomenico held various positions among the top accounting firms in the United States, including Arthur Andersen and PricewaterhouseCoopers. She is a graduate of The
Ohio State University Business School.

Stefano Grassibecame Group Controlling & Forecasting Director in 2012. From 2008 to 2012, Mr. Grassi was Group Controller
of the Retail business and, from 2007 to 2008, he was Finance Manager of Luxottica Retail North America. Before joining Luxottica, beginning in 1998, Mr. Grassi held various position at General
Electric in Italy, the United States, Spain, France and Hungary until, in 2005, he became CFO of General Electric Capital Commercial Finance Italia. Mr. Grassi holds a degree in Business
Administration from La Sapienza University in Rome.

John Haughjoined Luxottica in August 2011 as Executive V.P. and General Manager, Sunglass Hut North America. Prior to joining Luxottica,
he was President Bear at Build-a-Bear Workshop, Inc. Before that, he served as President for the Mars Retail Group, Chief Marketing Officer & SVP Business
Development for Payless Shoesource and Executive VP Marketing & Sales at Universal Studios. Mr. Haugh holds an MBA degree from the International Institute of Management Development in
Lausanne, Switzerland, and received his Bachelor of Science from the University of Wisconsin.

Antonio Miyakawais currently the Executive Vice President of Marketing, Style & Product for Luxottica Group S.p.A. From
2003 until May 2009, he was Executive Vice President of Wholesale and Marketing for Luxottica Group S.p.A. Previously, he was also head of our Asian wholesale operations, a position he held
since 1999. Prior to this he served as Executive Vice President of Luxottica's Japanese operations. Prior to joining Luxottica Group S.p.A., Mr. Miyakawa was a junior consultant for
Compact S.r.l. (an Italian consulting firm) working on various Luxottica matters.

Mario Pacificobecame Group Shared Services Director in May 2009 and, starting from December 2010, he also serves as Corporate Reporting
Director. He joined the Group as Head of Internal Auditing in 2003. Prior to joining Luxottica, he was VP of Internal Auditing of Prada Group. From 1990 to 2000, Mr. Pacifico was Controller of
Eni's Italy Division, Chief Financial Officer of Agip Trading B.V. and Audit Manager for Agip S.p.A. Mr. Pacifico graduated from Bocconi University in Milan with a degree in
Business Administration.

Nicola Pelàhas been Group Human Resources Director since 2005. Before joining Luxottica, he held a number of HR positions
in Olivetti, Fiat, Barilla and SmithKline Beecham. He has lived and worked in Italy, the United States and Belgium. Mr. Pelà has a bachelor's degree in Law with honors and a
master's degree in Business Administration from CUOA (Centro Universitario di Organizzazione Aziendale).

Paolo Pezzuttojoined Luxottica in 2000 as Trade Marketing Manager, and since 2010 he has been the Group Commercial Service
Strategy & Planning Director. After two years of experience in Sana Progetti as an interior designer for hotels and yachts, from 1989 until 2000 he worked for Campari Group as a manager in
different sales and merchandising areas. Mr. Pezzuto is a graduate of the PSM SDA Bocconi and holds a technical diploma from ITG Quarenghi in Bergamo.

Carlo Priviterabecame COO Retail Business Services and Distribution North America in November 2010. He joined Luxottica in 2005 as Group
Industrial Supply Chain Director. From January 2008 to November 2010, he was the Chief Information Technology Officer. From December 2001 to February 2005, Mr. Privitera served in various
capacities, including Supply Chain Management for Alfa Romeo and Production Control & Logistics for Fiat Auto subsidiaries. From 1996 to 2001, he served as Senior Manager in Efeso Consulenze.
Mr. Privitera has a bachelor's degree in Engineering from the Politecnico in Milan.

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Alessandra Senicihas served as the Group Investor Relations Director at Luxottica Group since May 2007. Ms. Senici joined the
Group in February 2000. She was previously an Equity Analyst with Rasfin Sim and Cariplo S.p.a., where she also worked on primary and secondary offerings together with the corporate finance and equity
capital markets teams. She has also worked in currency trading. Ms. Senici holds a bachelor's degree in Business Administration from the University of Brescia and is a member of A.I.R., the
Italian Association of Investor Relations Officers.

Massimo Vianbecame Group Chief Operations Director in July 2010. From January 2007 until 2010, he was Asia Operations Director. Prior to
2007, he was responsible for the Group's manufacturing and engineering. Prior to joining Luxottica, he held various assignments at Momo S.r.l. Mr. Vian holds a degree in Management
Engineering from the University of Padova.

Mark Weikelbecame President of Retail Optical North America in December 2012. He previously was appointed President and General Manager,
LensCrafters in January 2011. Mr. Weikel joined Luxottica in February 2010 as Senior Vice President and General Manager of Sunglass Hut North America. Prior to joining Luxottica, he held a
variety of leadership roles at Victoria's Secret, culminating in his appointment as Chairman. Before that, he was also Chief Financial Officer for Foley's Department Stores and Chief Operating Officer
for Lord & Taylor. Mr. Weikel is a graduate of the University of Michigan Executive Program and received his Bachelor of Science in Accounting from Indiana State University.

COMPENSATION

Set forth below is information regarding total compensation paid to the members of our Board of Directors and our Board of Statutory Auditors for services
rendered to Luxottica Group S.p.A. and our subsidiaries during 2012 (amounts in Euros).

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Compensation paid to directors, general managers, auditors and senior managers

Variable non-equity
compensationFair value
of equity
compensation*(Estimated
Potential Value)

Indemnity
for
termination
of
positionName

Office

Term of office

Expiration

Fixed
remuneration

Compensation
for Committee
Participation

Bonus
and
other
incentives

Profit
participation

Non cash
benefits

Other
compensation

TotalLeonardo Del Vecchio

Chairman of the Board


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


1,283,775
(1)
















1,283,775(II) Compensation paid by subsidiary or affiliate companies(III) Total


1,283,775

















1,283,775Luigi Francavilla

Vice Chairman


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


141,777
(2)
















141,777(II) Compensation paid by subsidiary or affiliate companies


657,060

















657,060(III) Total


798,837

















798,837Andrea Guerra

CEO


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


2,505,030
(3)




1,817,000





21,249


4,538


4,347,817


2,343,406(II) Compensation paid by subsidiary or affiliate companies(III) Total


2,505,030





1,817,000





21,249


4,538


4,347,817


2,343,406Roger Abravanel

Director


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


83,775


20,167
(4)













103,942(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775


20,167














103,942Mario Cattaneo

Director


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


83,775


28,389
(5)













112,164(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775


28,389














112,164Enrico Cavatorta

Director-General Manager


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


774,453
(6)




561,000





9,702


10,430


1,355,585


945,673(II) Compensation paid by subsidiary or affiliate companies(III) Total


774,453





561,000





9,702


10,430


1,355,585


945,673Roberto Chemello

Director


January 1, 2012 -
April 27, 2012

Approval of financial statements for 2011(I) Compensation paid by the Company


26,389

















26,389(II) Compensation paid by subsidiary or affiliate companies(III) Total


26,389

















26,389Claudio Costamagna

Director


January 1, 2012 -
December 31, 2012

Approval of financial statements for 2014(I) Compensation paid by the Company


83,775


25,167
(7)













108,942(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775


25,167














108,942Claudio Del Vecchio

Director


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


83,775

















83,775(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775

















83,775Sergio Erede

Director


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


83,775

















83,775(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775

















83,775Sabina Grossi

Director


January 1, 2012 -
April 27, 2012

Approval of financial
statements for 2011(I) Compensation paid by the Company


26,389


3,250
(4)













29,639(II) Compensation paid by subsidiary or affiliate companies(III) Total


26,389


3,250














29,639Ivanoe Lo Bello

Director


January 1, 2012 -
April 27, 2012

Approval of financial
statements for 2011(I) Compensation paid by the Company


26,389


6,500
(8)













32,889(II) Compensation paid by subsidiary or affiliate companies(III) Total


26,389


6,500














32,889Gianni Mion

Director


January 1, 2012 -
April 27, 2012

Approval of financial
statements for 2011(I) Compensation paid by the Company


26,389


3,250
(4)













29,639(II) Compensation paid by subsidiary or affiliate companies(III) Total


26,389


3,250














29,639Elisabetta Magistretti

Director


April 27, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


57,611


16,945
(8)













74,556(II) Compensation paid by subsidiary or affiliate companies(III) Total


57,611


16,945














74,556Marco Mangiagalli

Director


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


83,775


23,389
(8)













107,164(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775


23,389














107,164


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Variable non-equity
compensationFair value
of equity
compensation*(Estimated
Potential Value)

Indemnity
for
termination
of
positionName

Office

Term of office

Expiration

Fixed
remuneration

Compensation
for Committee
Participation

Bonus
and
other
incentives

Profit
participation

Non cash
benefits

Other
compensation

TotalAnna Puccio

Director


April 27, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


57,611


16,944
(4)













74,555(II) Compensation paid by subsidiary or affiliate companies(III) Total


57,611


16,944














74,555Marco Reboa

Director


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


83,775


23,389
(8)













107,164(II) Compensation paid by subsidiary or affiliate companies(III) Total


83,775


23,389














107,164Francesco Vella

Chairman of the
Board of
Statutory Auditors


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


105,000

















105,000(II) Compensation paid by subsidiary or affiliate companies(III) Total


105,000

















105,000Alberto Giussani

Auditor


January 1, 2012 -
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


70,000

















70,000(II) Compensation paid by subsidiary or affiliate companies(III) Total


70,000

















70,000Barbara Tadolini

Auditor


April 27, 2012,-
December 31, 2012

Approval of financial
statements for 2014(I) Compensation paid by the Company


47,444

















47,444(II) Compensation paid by subsidiary or affiliate companies(III) Total


47,444

















47,444Enrico Cervellera

Auditor


January 1, 2012 -
April 27, 2012

Approval of financial
statements for 2011(I) Compensation paid by the Company


23,333

















23,333(II) Compensation paid by subsidiary or affiliate companies(III) Total


23,333

















23,333Senior Managers (Aggregate compensation of 15 executives with strategic responsibilities of
the Company)(I) Compensation paid by the Company


4,832,883





3,319,600





197,418


209,528


8,559,429


4,604,116


1,285,321(II) Compensation paid by subsidiary or affiliate companies(III) Total


4,832,883





3,319,600





197,418


209,528


8,559,429


4,604,116


1,285,321Senior Managers (Aggregate compensation of 7 executives with strategic responsibilities employed by subsidiary companies)(I) Compensation paid by the Company(II) Compensation paid by subsidiary or affiliate companies


2,968,900





2,866,643





56,763





5,982,306


2,673,988


767,923(III) Total


2,968,900





2,866,643





56,763





5,982,306


2,673,988


767,923


(1)Euro 83,775
paid as a Director; Euro 1,200,000 paid as Chairman(2)Euro 83,775
paid as a Director; Euro 58,002 paid as Vice Chairman(3)Euro 83,775
paid as a Director; Euro 818,802 paid as CEO and Euro 1,602,453 paid as an employee(4)Compensation
paid as member of the Human Resources Committee(5)Compensation
paid as Chairman of the Control and Risk Committee (previously the Internal Control Committee)(6)Euro 83,775
paid as a Director; Euro 690,678 paid as an employee(7)Compensation
paid as Chairman of the Human Resources Committee(8)Compensation
paid as a member of the Control and Risk Committee (previously the Internal Control Committee)*The
amounts reflected are equal to the proportionate share of the securities' fair value, calculated through actuarial techniques, spread over the relevant
vesting period.


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Aggregate compensation paid by us to our senior management (who are not directors) as a group (18 people) was approximately Euro 25 million in 2012,
of which approximately Euro 3 million represented provision for termination indemnities and social security charges required by Italian law. On May 7, 2012, members of this group
were also granted options to purchase an aggregate of 35,000 of our ordinary shares at a weighted average exercise price of Euro 26.94 per share in 2012. These options will expire on
May 7, 2021. Upon the recommendation of the Human Resources Committee and as a result of Luxottica achieving the combined EPS target for the three-year period from 2009 to 2011 set
forth in the 2009 Performance Share Plan, on February 28, 2012, the Board of Directors assigned 425,000 Luxottica Group shares to members of this group. Upon the recommendation of the Human
Resources Committee and as a result of Luxottica achieving the combined EPS target for the three-year period from 2010 to 2012 set forth in the 2010 Performance Share Plan, on
February 28, 2013, the Board of Directors assigned 216,000 Luxottica Group shares to members of this group. The aggregate amount set aside or accrued during the year ended December 31,
2012 to provide pension and retirement benefits for our directors who are also members of our management was Euro 2.0 million. Our directors who are not members of management do not
receive such benefits.

With
the exception of termination benefits provided for Mr. Guerra, our Chief Executive Officer, none of our directors have service contracts with the Company or any of its
subsidiaries providing for benefits upon termination of employment.

In
case of termination other than for good cause, we will pay our Chief Executive Officer a separation allowance, in addition to providing for termination indemnities provided by Italian
law, in the amount of two times the sum of:



This
separation allowance is also due in the case of termination for cause or in the case our Chief Executive Officer terminates the employment relationship within the 60 days
following one of the events listed below that leads to a reduction in responsibilities and tasks assigned:



There
are no agreements that provide for the allocation or maintenance of non-monetary benefits or the stipulation of ad hoc consultancy contracts in the event of termination
of the position of the Chief Executive Officer or the position of other executive directors. There are no agreements that provide compensation for non-competition commitments.

EMPLOYEES

As of December 31, 2012, we employed approximately 70,000 employees worldwide, of whom approximately 40,000 were employed in the United States and Canada,
6,600 were employed in Italy, 14,600 were employed in Asia-Pacific, 3,400 were employed in Europe and 5,400 were employed in subsidiaries located in other countries. As of such date,
approximately 24,000 were employed in our manufacturing and wholesale segment, approximately 45,000 were employed in our retail segment and approximately 1,400 were employed at our corporate offices.
Substantially all of our employees in Italy are covered by collective bargaining agreements. Other than those employees of Luxottica Retail N.A. subject to collective bargaining agreements described
below, none of our employees in the United States are covered by collective bargaining agreements. We have enjoyed generally good relations with our employees.

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Employment
agreements in Italy are generally collectively negotiated between the national association of companies within a particular industry and the respective national unions.
Individual companies must enter into contracts with their employees based on the relevant collective agreement. The agreement for optical workers, which is part of the national textile agreement,
covers approximately 7,500 of our employees. This agreement was renewed in 2010 resulting in an average wage increase rate of approximately 2% per year. In addition to the national collective
bargaining agreement for workers, we typically enter into separate local contracts with labor unions representing our employees. In October 2011, we renewed a local agreement with optical workers,
supplementing the terms of the national textile contract. The new agreement provided for new profitability targets for employee variable wages.

Italian
law provides that, upon termination of employment, employees are entitled to receive certain compulsory severance payments based on their compensation levels and length of
employment. As of December 31, 2012, we had established a reserve of Euro 39.7 million for such severance payments, which is reflected in our Consolidated Financial Statements.

Luxottica
Retail N.A. is currently a party to three collective bargaining agreements. Luxottica Retail N.A.'s collective bargaining agreement with Local 108, Retail, Wholesale and
Department Store union covers approximately 36 employees holding the positions of Lab Associate and Sales Associate. Luxottica Retail N.A.'s collective bargaining agreement with Local 4,100
Communications Workers of America covers approximately 89 Pearle Vision and LensCrafters employees holding the positions of Apprentice Optician, Lab Associate, Certified Technician, Eyecare Advisor,
Eyewear Consultant, Optician, Production Technician, Technician Trainee and Sales Associate. Luxottica Retail N.A. is also party to a collective bargaining agreement with Local 888, United Food and
Commercial Workers. This agreement covers approximately seven Pearle Vision employees holding
the position of Sales Associate. This agreement expired as of December 31, 2012 and a new agreement is currently under negotiation. Luxottica Retail N.A. is currently operating under the terms
of the prior collective bargaining agreement.

SHARE OWNERSHIP

Set forth below is certain information concerning the beneficial ownership of our ordinary shares as of April 15, 2013, by each of our directors and
executive officers who beneficially own in excess of 1% of our outstanding ordinary shares.

Stockholder

Issuer

Shares owned
as of
April 15, 2013

Percentage
OwnershipLeonardo Del Vecchio

Luxottica Group S.p.A.


292,760,339
(1)

61.50
%


(1)292,035,339
shares held of record by Delfin S.à r.l., an entity established and controlled by Mr. Del Vecchio. Mr. Del Vecchio
holds voting and investment power over the shares held by such entity; 275,000 ADRs and 450,000 shares are held by his wife.


Except
as otherwise indicated above, each of our directors and our executive officers owns less than 1% of our outstanding ordinary shares.

In
addition, set forth below is certain information regarding share ownership for our directors and our senior managers (who are not directors) as a group (including any shares held
directly or indirectly by each such person or such person's spouse), prepared and disclosed as required by applicable Italian law.

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Share ownership of directors, auditors and senior managers

NAME

OFFICE

COMPANY'S
SHARES

SHARES HELD
AS OF
DECEMBER 31,
2011

SHARES
BOUGHT
DURING 2012

SHARES SOLD
DURING 2012

SHARES HELD
AS OF
DECEMBER 31,
2012Leonardo Del Vecchio

Chairman

Luxottica
Group S.p.A.


313,258,339
(1)

1,402,000


21,900,000
(1bis)

292,760,339
(1ter)Luigi Francavilla

Vice Chairman

Luxottica
Group S.p.A


3,625,000
(2)

1,862,500
(2bis)

1,451,500


4,036,000
(2ter)Andrea Guerra

Chief Executive Officer

Luxottica
Group S.p.A





375,000
(3)

170,000


205,000Enrico Cavatorta

DirectorGeneral Manager

Luxottica
Group S.p.A


45


636,000
(4)

636,000


45Roberto Chemello(*)

Director

Luxottica
Group S.p.A


1,077,875
(5)

1,140,500
(5bis)

1,218,375


1,000,000
(5ter)Claudio Del Vecchio

Director

Luxottica
Group S.p.A


3,381,000
(6)




213,000
(6bis)

3,310,000
(6ter)Sabina Grossi(*)

Director

Luxottica
Group S.p.A


62,600








62,600Gianni Mion(*)

Director

Luxottica
Group S.p.A


1,500


1,000


2,500


Enrico Cervellera(*)

Auditor

Luxottica
Group S.p.A





1,000





1,000Executives with strategic responsibilities employed by the Company (aggregate amount held by 15 executives
with strategic responsibilities)

Luxottica
Group S.p.A


180,755


2,067,100
(7)

2,233,205


14,650Executives with strategic responsibilities employed by subsidiary companies (aggregate amount held by 7
executives with strategic responsibilities)

Luxottica
Group S.p.A


19,818


517,350
(8)

488,400


48,768


(*)Held
position until April 27, 2012.(1)312,533,339
shares held through Delfin S.à r.l., a company controlled by Leonardo Del Vecchio; Mr. Del Vecchio holds 98.328% of the
share capital in usufruct with voting rights and owns directly the remaining 1.672%. In addition, 275,000 ADRs and 450,000 shares held by his wife.(1bis)3,900,000
shares sold by Delfin S.à r.l. in execution of the Delfin incentive plan granted to certain members of senior management of the
Company.(1ter)292,035,339
shares held by Delfin S.à r.l.; 275,000 ADRs and 450,000 shares held by his wife.(2)190,100
shares owned by Luigi Francavilla; 70,100 owned by his wife; 3,364,800 held in usufruct with his wife.(2bis)1,580,000
shares bought under the Delfin incentive plan, 212,500 shares granted under the 2009 PSP plan and 70,000 bought following the exercise of stock
options.(2ter)601,100
owned by Luigi Francavilla; 70,100 owned by his wife; 3,364,800 held in usufruct with his wife.(3)Shares
granted under the 2009 PSP plan.(4)500,000
shares bought under the Delfin incentive plan, 112,500 shares granted under the 2009 PSP plan and 23,500 bought following the exercise of stock
options.(5)Shares
held by Filuni S.r.l., a company entirely owned by Roberto Chemello.(5bis)1,000,000
shares bought under the Delfin incentive plan and 140,500 bought following the exercise of stock options.(5ter)Shares
held by Filuni S.r.l., a company entirely owned by Roberto Chemello.(6)Includes
40,000 ADRs, 10,000 of which are held through the Del Vecchio Family Foundation.(6bis)Shares
given as gifts to trust funds.(6ter)Includes
40,000 ADRs, 10,000 of which are held through the Del Vecchio Family Foundation, and 142,000 shares held through a trust fund in favor of
certain of Mr. Claudio Del Vecchio's children.(7)820,000
shares bought under the Delfin incentive plan and 362,500 shares granted under the 2009 PSP plan.(8)143,750
shares granted under the 2009 PSP plan.


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In addition to the holdings disclosed in the above chart, three senior managers employed by Luxottica's US subsidiaries who participate in the
Luxottica Group Tax Incentive Savings Plan (the "Plan"), a company-sponsored 401(k) savings plan for Luxottica's U.S. employees, beneficially own Luxottica ADRs through interests in the Plan. As of
December 31, 2011, such senior managers beneficially owned interests in the Plan equivalent to, in the aggregate, 2,293,545 ADRs. As of December 31, 2012, the interests in the Plan
beneficially owned by such senior managers were equivalent to 2,293,545 ADRs. During 2012, such senior managers did not make any purchases in the Plan. The ADRs beneficially owned by Plan participants
are held in the form of "units" of an investment fund offered under the Plan and are allocated by the Plan administrator to participant accounts based on U.S. dollar allocation amounts specified by
the participants, which may result in holdings of fractional ADR investments.

In
March 1998, we adopted an employee stock option plan providing for the issuance of options covering up to 12,250,000 ordinary shares of nominal value Euro 0.06 each. As a
result of the change in the par value of our ordinary shares from Lire to Euro, which was approved by our stockholders at the annual meeting held on June 26, 2001, the number of ordinary shares
available for issuance under the plan was reduced to 10,798,642. Our Board of Directors administers the stock option plan. The purpose of the plan is to provide additional incentives to our key
employees. Grants under the stock option plan may be of non-qualified options and/or incentive stock options. Under the plan, the Board of Directors may not grant an option for a term of
more than nine years from the date of grant, or for a term that expires after March 31, 2011. The exercise price of these options is equal to the market value of the underlying ordinary shares
on the date of grant, defined as the higher of (i) the closing market price of our ADRs on the business day immediately preceding the date of the grant, or (ii) the average of the
closing market prices for each business day during the 30-day period ending on the date of the grant. Options granted under the plan generally became exercisable in three equal
installments beginning on January 31 of the year after the date of grant and expired nine years after such date. All the options granted under this plan have either been exercised or have
expired.

In
September 2001, we adopted an additional employee stock option plan providing for the issuance of options covering up to 11,000,000 ordinary shares of nominal value Euro 0.06
each. The purpose and administration of the 2001 stock option plan are similar to those of the 1998 stock option plan, with the only significant difference being that the latest option termination
date is March 31, 2017. Under the 2001 Option Plan, the option exercise price per share may not be less than the greater of (i) the closing market price of our ADSs on the NYSE on the
first business day immediately preceding the date of grant or (ii) the average of the closing market price of the ADSs on the NYSE for each business day during the 30-day period
ending on the date of grant.

On
September 14, 2004, our Chairman and majority stockholder, Mr. Leonardo Del Vecchio, allocated shares previously held through La Leonardo Finanziaria S.r.l.
(subsequently merged into Delfin S.à r.l.), a holding company of the Del Vecchio family, representing 2.02% (or 9.6 million shares) of the Company's authorized and issued share
capital as of April 15, 2013, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 29 to the Consolidated Financial Statements
included in Item 18 of this Form 20-F). The stock options to be issued under the stock option plan vested upon the achievement 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. No options were exercised in 2008 and
2009. During 2010, 2011 and 2012, 1,150,000 and 720,000 and 3,900,000 options were exercised, respectively. As of December 31, 2012, 3,430,000 options were outstanding.

In
July 2006, we adopted an additional employee stock option plan providing for the issuance of options covering up to 20,000,000 ordinary shares of nominal value of Euro 0.06
each. The purpose of the plan is to provide additional incentives to key employees of the Group. Under the 2006 Option Plan, the option exercise price per share shall be the fair market value of an
ordinary share on the date of grant,

79

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Table of Contents

which,
for U.S. employees, is defined as the higher of (i) the arithmetic average of the official market price of our ordinary shares on the MTA during the month ending on the day prior to the
date of grant or (ii) the official market price of our ordinary shares on the MTA on the trading day immediately preceding the date of grant. Options granted under the plan generally become
exercisable three years after the date of grant and expire nine years after such date.

In
May 2008, a performance shares plan for our top managers as identified by the Board of Directors (the "PSP Plan") was adopted. The PSP Plan is intended to strengthen the loyalty of
our key employees and to recognize their contributions to our success on a medium- to long-term basis. The beneficiaries of the PSP Plan are granted the right to receive ordinary shares
("Units"), without consideration if certain financial targets set by the Board of Directors are achieved over a specified three-year period. The PSP Plan has a term of five years, during
which the Board of Directors may resolve to issue different grants to the PSP Plan's beneficiaries. The PSP Plan covers a maximum of 6,500,000 ordinary shares. Each annual grant does not exceed
2,000,000 Units. On May 13, 2008, the Board of Directors granted a total maximum amount of 1,203,600 Units. On May 7, 2009, the Board of Directors granted a total maximum amount of
1,793,750 Units. On April 29, 2010, the Board of Directors granted a total maximum amount of 865,000 Units. On April 29, 2011, the Board of Directors granted a total maximum amount of
764,750 Units. On May 7, 2012, the Board of Directors granted a total maximum amount of 721,200 Units. Employees who received awards under the Plan were directors, officers and other managers
with highly strategic roles who were selected by the Board of Directors upon the direct recommendation of our Human Resources Committee. As of December 31, 2012,
there were outstanding 727,500 Units under the 2010 grant, 724,500 Units under the 2011 grant and 711,600 Units under the 2012 grant.

On
February 28, 2012, the Board of Directors of Luxottica Group S.p.A. verified the achievement of the EPS targets over the reference period 2009 through 2011 and granted a
total of 1,505,400 shares to 31 beneficiaries of the 2009 PSP Plan and approved cash distributions to three beneficiaries whose employment ended but who were entitled to allocation of amounts
determined in accordance with the Plan's regulation.

On
February 28, 2013, the Board of Directors of Luxottica Group S.p.A. verified the achievement of EPS targets over the reference period 2010 through 2012 and granted a
total of 523,800 shares to 34 beneficiaries of the 2010 PSP Plan and approved cash distributions to five beneficiaries whose employment ended but who were entitled to allocation of amounts determined
in accordance with the Plan's regulation.

The
EPS targets over the reference period 2008 through 2010 were not met and therefore no shares were granted to beneficiaries of the 2008 PSP Plan.

On
May 7, 2009, our 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 present market conditions and the financial crisis, that was significantly higher than the market price at such time, undermining the 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
are 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 at the time of grant of the new options. The new options vested in 2012. The May 7, 2009 extraordinary grant
which was subject to the achievement of certain Company financial performance targets vested on December 2, 2013.

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



80

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Table of Contents



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 were accepted.

Pursuant
to the terms of the reassignment program, Luxottica accepted for 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 three-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 performance options previously granted). As of December 31, 2012, 180,000 of the 825,000 options issued under the Luxottica 2001 Stock Option Plan had been forfeited and all
remaining options were outstanding.

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 Board of Directors meeting held on May 7, 2012, a total of 2,076,500 stock options were awarded under the 2006 Stock Option Plan to our employees and the employees of our
subsidiaries. As of December 31, 2012, 30,500 of these stock options had been forfeited.

81

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Table of Contents

As
of December 31, 2012, the following grants were outstanding as detailed below:

Number of
ordinary shares
underlying
options granted

Exercise price

Expiration date

Options held
by officers
and directors2004 Grant


21,300


Euro 13.79


January 31, 2013


2004 Performance Grant





U.S. $18.59


January 31, 2012


2004 Stockholder Grant


3,430,000


Euro 13.67


December 31, 2014


3,000,0002005 Grant


225,000


Euro 16.89


January 31, 2014


18,0002006 Grant(1)





Euro 22.19


January 31, 2015


2006 Performance Grant 1(1)





Euro 22.09


July 27, 2015


2006 Performance Grant 2(1)





Euro 20.99


July 27, 2015


2007 Grant(1)


15,000


Euro 24.03


March 6, 2016


2008 Grant


608,470


Euro 18.08


March 14, 2017


50,0002008 PSP Grant(2)





N/A


N/A


N/A2009 Non-U.S. Grant


133,500


Euro 13.45


May 7, 2018


2009 U.S. Grant


236,000


Euro 14.99


May 7, 2018


2009 Non-U.S. Residents Reassignment, Ordinary


792,566


Euro 13.45


May 7, 2018


195,0002009 U.S. Residents Reassignment, Ordinary


212,000


Euro 15.03


March 31, 2017


70,0002009 Non-U.S. Residents Reassignment, Performance Grant


3,500,000


Euro 13.45


May 7, 2018


950,0002009 U.S. Residents Reassignment, Performance Grant


187,500


Euro 15.11


June 12, 2018


137,5002009 PSP Grant


N/A


N/A


N/A


N/A2010 Non-U.S. Residents Grant


1,118,500


Euro 20.72


April 29, 2019


80,0002010 U.S. Residents Grant


515,500


Euro 21.23


April 29, 2019


2010 PSP Grant


802,500


N/A


N/A


493,7502011 Non-U.S. Residents Grant


1,277,000


Euro 22.62


April 28, 2020


60,0002011 U.S. Residents Grant


598,500


Euro 23.18


April 28, 2020


2011 PSP Grant


753,250


N/A


N/A


448,5002012 Non-U.S. Residents Grant


1,389,000


Euro 26.94


May 7, 2021


35,0002012 U.S. Residents Grant


657,000


Euro 28.32


May 7, 2021


2012 PSP Grant


721,200


N/A


N/A


438,000


(1)These
grants were subject to the reassignment of new options discussed above which was completed in June 2009.(2)The
performance targets of the 2008 PSP were not reached and therefore the Board of Directors did not assign any shares.


Stock options and PSP Units held by directors and senior managers

Set forth below is certain information regarding stock options held by our directors and our senior managers (who are not directors) as
a group, prepared and disclosed as required by applicable Italian law.

82

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Table of Contents

Stock options granted to directors and senior managers

Options held at the beginning of the year

Options granted during the year

Options exercised during the year

Options
expired
during
the
year

Options
held at the
end of the
year

Options of
the yearName

Office

Plan

Number
of
options

Exercise
price

Exercise period

Number
of
options

Exercise
price

Exercise period

Fair value on
grant date
(Estimated
Potential
Value)

Grant date

Share
market
price on
grant date

Number
of
options

Exercise
price

Share
market
price on
exercise
date

Number
of
options

Number
of
options

Fair value*
(Estimated
Potential
Value)Luigi Francavilla

Deputy Chairman

Reassigned ordinary plan 2009 non-US (BOD resolution May 7, 2009)


70,000


euro 13.45

May 7, 2012 - May 7, 2018


















70,000


euro 13.45


euro 28.63








Reassigned extra-ordinary plan 2009 non-US (BOD resolution May 7, 2009)


750,000


euro 13.45

Exercise subject to certain financial targetsMay 7, 2018






























750,000


Delfin plan


1,580,000


euro 13.67

June 30, 2006 - August 30, 2014


















1,580,000


euro 13.67


euro 27.13








Andrea Guerra

CEO and Director

Reassigned extra-ordinary plan 2009 non-US (BOD resolution May 7, 2009)


1,250,000


euro 13.45

December 3, 2012 - May 7, 2018






























1,250,000


Delfin plan


2,000,000


euro 13.67

June 30, 2006 - August 30, 2014






























2,000,000


Enrico Cavatorta

Chief Financial Officer, General

Stock Option 2004 plan (BOD resolution March 4, 2004)


23,500


euro 13.79

January 31, 2005 - January 31, 2013


















23,500


euro 13.79


euro 27.34








Manager Corporate Functions and

Reassigned ordinary plan 2009 non-US (BOD resolution May 7. 2009)


70,000


euro 13.45

May 7, 2012 - May 7, 2018






























70,000


Director

Reassigned extra-ordinary plan 2009 non-US (BOD resolution May 7. 2009)


550,000


euro 13.45

December 3, 2012 - May 7, 2018






























550,000


Delfin plan


900,000


euro 13.67

June 30, 2006 - August 30, 2014


















500,000


euro 13.67


euro 28.54





400,000





83

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Table of Contents

Options held at the beginning of the year

Options granted during the year

Options exercised during the year

Options
expired
during
the
year

Options
held at the
end of the
year

Options of
the yearName

Office

Plan

Number
of
options

Exercise
price

Exercise period

Number
of
options

Exercise
price

Exercise period

Fair value on
grant date
(Estimated
Potential
Value)

Grant date

Share
market
price on
grant date

Number
of
options

Exercise
price

Share
market
price on
exercise
date

Number
of
options

Number
of
options

Fair value*
(Estimated
Potential
Value)Roberto Chemello

Director

Stock Option 2004 plan (BOD resolution March 4, 2004)


70,500


euro 13.79

January 31, 2005 - January 31, 2013


















70,500


euro 13.79


euro 27.34








Stock Option 2006 plan (BOD resolution January 31, 2006)


70,000


euro 22.19

February 1, 2008 - January 31, 2015


















70,000


euro 22.19


euro 30.28








Stock Options extra-ordinary plan 2006 non-US (BOD resolution July 27, 2006)


1,100,000


euro 20.99

December 3, 2012 - July 27, 2015






























1,100,000


Delfin plan


1,600,000


euro 13.67

June 30, 2006 - August 30, 2014


















1,000,000


euro 13.67


euro 27.55





600,000


Senior Managers (Aggregate amounts for 15 executives with strategic responsibilities of the Company)

Stock Option 2004 plan (BOD resolution March 4, 2004)


121,000


euro 13.79

January 31, 2005 - January 31, 2013


















121,000


euro 13.79


euro 27.20








Stock Option 2005 plan (BOD resolution February 15, 2005)


27,000


euro 16.89

January 31, 2007 - January 31, 2014


















27,000


euro 16.89


euro 28.73








Stock Option 2008 plan (BOD resolution March 13, 2008)


110,000


euro 18.08

March 14, 2011 - March 14, 2017


















90,000


euro 18.08


euro 29.97





20,000


Stock Option 2009 plan non-US (BOD resolution May 7, 2009)


10,000


euro 13.45

May 7, 2012 - May 7, 2018


















10,000


euro 13.45


euro 25.77








Reassigned ordinary plan 2009 non-US (BOD resolution May 7, 2009)


420,000


euro 13.45

May 7, 2012 - May 7, 2018


















255,000


euro 13.45


euro 27.15





165,000


Stock Option 2010 plan non-US (BOD resolution April 29, 2010)


80,000


euro 20.72

April 29, 2013 - April 29, 2019






























80,000


euro 149,067Reassigned extra-ordinary plan 2009 non-US (BOD resolution May 7, 2009)


1,400,000


euro 13.45

December 3, 2012 - May 7, 2018


















450,000


euro 13.45


euro 31.49





950,000


Stock Option 2011 plan non-US (BOD resolution April 28, 2011)


60,000


euro 22,62

April 28, 2014 - April 28, 2020






























60,000


euro 132,200Stock Option 2012 plan non-US (BOD resolution May 7, 2012)










35,000


euro 26.94

May 7, 2015 - May 7, 2021


euro 8.23

May 7, 2012


euro 28,23














35,000


euro 96,017Delfin Plan


1,250,000


euro 13.67

June 30, 2006 - August 30, 2014


















820,000


euro 13.67


euro 28.09





430,000





84

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Table of Contents

Options held at the beginning of the year

Options granted during the year

Options exercised during the year

Options
expired
during
the
year

Options
held at the
end of the
year

Options of
the yearName

Office

Plan

Number
of
options

Exercise
price

Exercise period

Number
of
options

Exercise
price

Exercise period

Fair value on
grant date
(Estimated
Potential
Value)

Grant date

Share
market
price on
grant date

Number
of
options

Exercise
price

Share
market
price on
exercise
date

Number
of
options

Number
of
options

Fair value*
(Estimated
Potential
Value)Senior Managers (Aggregate amounts for 7 executives with strategic responsibilities of the Company)

Stock Option 2004 plan (BOD resolution March 4, 2004)


42,600


euro 13.79

January 31, 2005 - January 31, 2013


















42,600


euro 13.79


euro 27.10








Stock Option 2005 plan (BOD resolution February 15, 2005)


54,000


euro 16.89

January 31, 2007 - January 31, 2014


















36,000


euro 16.89


euro 27.25





18,000


Stock Option 2008 plan (BOD resolution March 13, 2008)


30,000


euro 18.08

March 14, 2011 - March 14, 2017






























30,000


Reassigned ordinary plan 2009 non-US (BOD resolution May 7, 2009)


30,000


euro 13.45

May 7, 2012 - May 7, 2018






























30,000


Reassigned ordinary plan 2009 US (BOD resolution May 7, 2009)


130,000


euro 15.03

December 3, 2012 - March 31, 2017


















60,000


euro 15.03


euro 31.46





70,000


Reassigned extra-ordinary plan 2009 non-US (BOD resolution May 7, 2009)


125,000


euro 13.45

December 3, 2012 - May 7, 2018


















125,000


euro 13.45


euro 31.43








Reassigned extra-ordinary plan 2009 US (BOD resolution May 7, 2009)


150,000


euro 15.11

December 3, 2012 - June 12, 2018


















12,500


euro 15.11


euro 31.17





137,500


Stock Option Extra-ordinary Plan 2004 (BOD resolution October 27, 2004)


40,000


usd 18.59

January 31, 2007 - January 31, 2012


















40,000


usd 18.59


euro 23.32








Total






14,013,600







35,000















5,303,100











8,745,500


euro 377,284


*The
amounts reflected are equal to the proportionate share of the securities fair value, calculated through actuarial techniques, spread over the relevant
vesting period


85

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Table of Contents

Incentive plans awarding financial instruments (other than stock options) to directors and senior managers (Performance Share Plan)

Set
forth below is certain information regarding the PSP Units held by our directors and our senior managers (who are not directors) as a group as of December 31, 2012

Financial Instruments granted in previous
years and not vested during the year

Financial instruments granted during the year

Financial
instruments
vested during
the year and
not assigned

Financial instruments
vested during the year
and assignable

Financial
instruments
of the yearName

Office

Plan

Number
and kind of
financial
instruments

Vesting period

Number
and kind of
financial
instruments

Fair value
on grant date(Estimated
potential
value)

Vesting period

Grant date

Market price
on grant date

Number and
kind of
financial
instruments

Number and
kind of
financial
instruments

Value on
maturity date

Fair value*(Estimated
potential
value)Luigi Francavilla

Deputy Chairman

PSP Plan 2009 (BOD resolution May 7, 2009)























212,500


euro 5,675,663


Andrea Guerra

Chief Executive Officer and Director

PSP Plan 2009 (BOD resolution May 7, 2009)
PSP Plan 2010 (BOD resolution April 29, 2010)
PSP Plan 2011 (BOD resolution April 29, 2011)
PSP Plan 2012 (BOD resolution May 7, 2012)



125,000
97,750



April 29, 2010 - December 31, 2012
April 28, 2011 - December 31, 2013






90,000





euro 26.65




May 7, 2012 - December 31, 2014




May 7, 2012





euro 28.23








375,000





euro 10,015,875






euro 837,500
euro 706,406
euro 799,500Enrico Cavatorta

Chief Financial Officer, General ManagerCorporate Functions and Director

PSP Plan 2009 (BOD resolution May 7, 2009)
PSP Plan 2010 (BOD resolution April 29 2010)
PSP Plan 2011 (BOD resolution April 28, 2011)
PSP Plan 2012 (BOD resolution May 7, 2012)


50,000
40,250


May 7, 2009 - December 31, 2011
April 29, 2010 - December 31, 2012
April 28, 2011 - 31 December 2013






36,000





euro 26.65




May 7, 2012 - December 31, 2014




May 7, 2012





euro 28.23








112,500





euro 3,004,763





euro 335,000
euro 290,873
euro 319,800Senior Managers (Aggregate amounts for 15 executives with strategic responsibilities of the
Company)

PSP Plan 2009 (BOD resolution May 7, 2009)
PSP Plan 2010 (BOD resolution April 29, 2010)
PSP Plan 2011 (BOD resolution April 28, 2011)
PSP Plan 2012 (BOD resolution May 7, 2012)



193,750
184,000



April 29, 2010 - December 31, 2012
April 28, 2011 - 31 December 2013






180,000





euro 26.65




May 7, 2012 - December 31, 2014




May 7, 2012





euro 28.23








362,500





euro 9,682,012






euro1,298,125
euro1,329,707
euro 1,599,000Senior Managers (Aggregate amounts for 7 executives with trategic responsibilities employed by subsidiary companies)

PSP Plan 2009 (BOD resolution May 7, 2009)
PSP Plan 2010 (BOD resolution April 29, 2010)
PSP Plan 2011 (BOD resolution April 28, 2011)
PSP Plan 2012 (BOD resolution May 7, 2012)



106,250
109,250



April 29, 2010 - December 31, 2012
April 28, 2011 - December 31, 2013






132,000





euro 26.65




May 7, 2012 - December 31, 2014




May 7, 2012





euro 28.23








143,750





euro 3,839,418






euro 711,875
euro 789,513
euro 1,172,600Total






906,250




438,000















1,206,250


euro 32,217,731


euro 10,189,899


*The
amounts reflected are equal to the proportionate share of the securities fair value, calculated through actuarial techniques, spread over the relevant
vesting period


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Cash incentive plans for directors and senior managers (in Euro)

2012 Bonus

Previous years bonuses

Other
bonusesName

Office

Plan

Payable/
paid

Deferred

Term of
deferral

Non
payable

Payable/
paid

DeferredAndrea Guerra

CEO

MBO 2012


1,817,000Enrico Cavatorta

Director-
General
Manager

MBO 2012


561,000Senior Managers (Aggregate amounts for 15 executives with strategic responsibilities
of the Company)

MBO 2012


3,319,600Senior Managers (Aggregate amounts for 7 executives with strategic responsibilities employed by
subsidiary companies)

MBO 2012


2,866,643Long Term
Incentive
Cash Plan
2010

















589,285Total






8,564,243














589,285


The shares underlying the units that will be assigned without consideration may vary according to whether and the degree to which the EPS targets
set forth by the Board of Directors have been achieved. At the end of the respective three-year reference period, the Board of Directors will evaluate the achievement of certain financial
performance targets established by the Board of Directors for the purposes of the Performance Shares Plan.

Additional
information about the remuneration paid and the incentive plans granted to our directors and senior managers are included in the Remuneration Report published by the Company,
which can be found in our Report on Form 6-K, as furnished to the SEC on April 5, 2013.

ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR STOCKHOLDERS

The following table sets forth, as of April 15, 2013, the beneficial ownership of ordinary shares by each person beneficially owning 2% or more of the
outstanding ordinary shares (including ordinary shares represented by ADSs) known to us based on their most recent public filings or communications with us.

Identity of person or group

Amount of
shares owned

Percent
of classLeonardo Del Vecchio


292,760,339
(1)

61.50
%Giorgio Armani


22,724,000
(2)

4.77
%


(1)292,035,339
shares (61.35%) held of record by Delfin S.à r.l., an entity established and controlled by Mr. Del Vecchio. Mr. Del
Vecchio holds voting and investment power over the shares held by such entity; 275,000 ADRs and 450,000 shares are held by his wife.(2)Including
13,514,000 shares represented by ADSs.


The
shares held by Mr. Del Vecchio and our other directors and executive officers have the same voting rights as the shares held by other stockholders.

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Mr. Del
Vecchio is our controlling stockholder and serves as Chairman of our Board of Directors. We are not otherwise directly or indirectly owned or controlled by another
corporation or by any foreign government.

As
of March 31, 2013, approximately 7.27% of our ordinary shares were held in the form of ADSs by approximately 17,930 record holders. To the best of our knowledge, to date there
are no arrangements which may result in a change of control of Luxottica Group S.p.A.

RELATED PARTY TRANSACTIONS



We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The
Brooks Brothers trade name is owned by Brooks Brothers Group, Inc. which is controlled by Claudio Del Vecchio, one of our directors. The license expires on December 31, 2014 but is
renewable until December 31, 2019. Royalties paid to Brooks Brothers Group, Inc. under such agreement were Euro 0.7 million, Euro 0.6 million and
Euro 0.8 million in the years ended December 31, 2012, 2011 and 2010, respectively.

Management
believes that the terms of this license agreement are fair to the Company.



During the years ended December 31, 2012, 2011 and 2010, U.S. Holdings performed consulting and advisory services relating to
risk management and insurance for Brooks Brothers Group, Inc. Amounts received for the services provided for those years were Euro 0.1 million, Euro 0.1 million and
Euro 0.1 million, respectively. Management believes that the compensation received for these services was fair to the Company.



On September 14, 2004, our Chairman and majority stockholder, Mr. Leonardo Del Vecchio, allocated shares previously held
through holding companies of the Del Vecchio family, representing 2.02% (or 9.6 million shares) of the Company's authorized and issued share capital as of April 15, 2013, to a stock
option plan for our top management. See Item 6"Directors, Senior Management and EmployeesShare Ownership."



On November 7, 2011, the Company acquired a building next to its registered office in Milan for a purchase price of
Euro 21.4 million from Partimmo S.r.l., a company indirectly controlled by the Company's Chairman of the Board of Directors. The purchase price is in line with the fair market
value of the building based on a valuation prepared by an independent expert appointed by the Board's Control and Risk Committee (previously the Internal Control Committee). The Company recorded this
asset at cost. As of December 31, 2011, approximately Euro 2.9 million of improvements were made to the building, a portion of which (equal to approximately
Euro 0.4 million plus VAT) was paid by the Company to Partimmo S.r.l. as a reimbursement of part of the renovation costs.

ITEM 8.    FINANCIAL INFORMATION

FINANCIAL STATEMENTS

See Item 18"Financial Statements."

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LEGAL PROCEEDINGS



Our French subsidiary Luxottica France S.A.S., together with other major competitors in the French eyewear industry, has been
the subject of an anti-competition investigation conducted by the French Competition Authority relating to pricing practices in such industry. The investigation is ongoing and, to date, no
formal action has yet been taken by the French Competition Authority. As a consequence, it is not possible to estimate or provide a range of potential liability that may be involved in this matter.
The outcome of any such action, which the Company intends to vigorously defend, is inherently uncertain, and there can be no assurance that such action, if adversely determined, will not have a
material adverse effect on our business, results of operations and financial condition.

In
addition, we may be subject to material claims, judgments or proceedings in the future which, if adversely determined, may have a material adverse effect on our business, results of
operations and financial condition. See Item 3"Key InformationRisk FactorsIf we were to become subject to adverse judgments or determinations in legal
proceedings to which we are, or may become, a party, our future profitability could suffer through a reduction of sales, increased costs or damage to our reputation due to our failure to adequately
communicate the impact of any such proceeding or its outcome to the investor and business communities."

The
Company is a defendant in various other lawsuits arising in the ordinary course of business. It is the opinion of the management of the Company that it has meritorious defenses
against all such outstanding claims, which the Company will vigorously pursue, and that the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

DIVIDEND DISTRIBUTIONS

See Item 3"Key InformationDividends" and Item 10"Additional InformationRights Attaching to
Ordinary SharesDividends."

SIGNIFICANT CHANGES

Except as otherwise indicated above, no significant changes have occurred since the date of our Consolidated Financial Statements included in Item 18 of
this Form 20-F.

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ITEM 9.    THE OFFER AND LISTING

Our ordinary shares were approved for trading on the Milan Stock Exchange on December 4, 2000. Our ADSs were admitted for
trading on the NYSE on January 24, 1990. Our ADSs are evidenced by ADRs issuable by Deutsche Bank Trust Company Americas, as depositary, pursuant to the Deposit Agreement.

The
table below sets forth, for the periods indicated, high and low closing prices of the ADSs on the NYSE (in U.S. dollars) and ordinary shares on the Milan Stock Exchange (in Euro).

New York Stock Exchange

Milan Stock Exchange(in U.S. $)

(in Euro)High

Low

High

Low2008


30.92


15.98


21.15


12.672009


26.91


11.88


18.25


9.612010


30.62


22.59


23.17


17.822011First Quarter


32.78


29.50


23.49


21.31Second Quarter


34.40


29.71


23.20


20.85Third Quarter


32.64


25.18


22.79


18.81Fourth Quarter


30.97


25.07


21.80


18.73Year 2011


34.40


25.07


23.49


18.732012First Quarter


36.60


27.52


27.41


21.76Second Quarter


37.41


31.03


28.40


24.77Third Quarter


37.01


32.60


29.57


26.60Fourth Quarter


41.73


35.91


31.70


27.93November 2012


41.03


36.96


31.59


29.05December 2012


41.73


40.26


31.70


30.88Year 2012


41.73


27.52


31.70


21.762013January 2013


46.53


41.93


34.36


31.91February 2013


47.02


44.41


35.56


32.91March 2013


51.79


47.33


39.68


36.18Through April 15, 2013


51.26


49.48


39.95


37.74


The
high and low closing prices of the ADSs on the NYSE for the first quarter of 2013 were U.S. $51.79 and U.S. $41.93, respectively. The high and low closing prices of the ordinary
shares on the Milan Stock Exchange for the first quarter of 2013 were Euro 39.68 and Euro 31.91, respectively.

ITEM 10.    ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION AND AMENDED AND RESTATED BY-LAWS

Our Objectives

Our Articles of Association provide that Luxottica Group S.p.A.'s principal objectives are, among other things, (i) the
ownership and management of other companies or entities both in Italy and abroad, (ii) financing and managerial coordination of the owned companies and entities, (iii) providing credit
support for our subsidiaries and (iv) the sale of glasses, sunglasses and eyewear products. The legislative decree no. 58 of February 24, 1998 regulating the Italian financial
markets ("decree

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no. 58/98")
and our Amended and Restated By-laws contain, among other things, provisions to the following effect:

Directors

The Board of Directors is invested with the fullest powers for ordinary and extraordinary management of the company, except for the
acts that the law reserves for stockholders' meetings. Compensation of the directors is approved by the ordinary stockholders at the annual meeting of stockholders. The compensation of directors who
also serve as executive officers is determined by the Board of Directors with the favorable opinion of the Board of Statutory Auditors.

Directors
are not required to hold ordinary shares of Luxottica Group S.p.A. as a qualification for office.

Directors
are required to report to the other directors and to the Board of Statutory Auditors any transactions involving the Company in which such director or a party affiliated with
such director may have an interest. Our directors usually abstain from voting on matters in which they have an interest (including their compensation), but there is no requirement under Italian law to
abstain from such vote.

RIGHTS ATTACHING TO ORDINARY SHARES

Dividends

We are required to pay an annual dividend on the ordinary shares if approved by a majority of stockholders at the ordinary meeting that
must be held within the time specified by the law in force from time to time. Before dividends may be paid with respect to the results of any year in compliance with Italian law, an amount equal to 5%
of our net income for such year must be set aside to the legal reserve until the reserve, including amounts set aside during prior years, is equal to at least one-fifth of the nominal
value of our issued share capital. Dividends can only be distributed out of realized profits, resulting from regularly approved financial statements. In cases where losses have reduced the Company's
share capital, dividends cannot be distributed until the share capital has been restored or reduced accordingly. See Item 3"Key InformationDividends."

Future
determinations as to dividends will depend upon, among other things, our earnings, financial position and capital requirements, applicable legal restrictions and such other
factors as the Board of Directors and stockholders may determine. Dividends are usually paid in accordance with the dates set annually by Borsa Italiana S.p.A. Dividends which are not collected
within five years from the date on which they become payable are forfeited in favor of the Company. Dividends are paid to those persons who hold the ordinary shares through an intermediary on a
dividend payment date declared at the stockholders' meeting. The intermediary, upon request by the stockholder, issues a certified statement of account allowing the stockholder to collect the
dividends.

If
dividends are not distributed and an appropriate reserve is created, the stockholders can adopt a resolution, at an extraordinary meeting, to convert such reserve into capital. In
this case, the shares resulting from the increase are attributable to the stockholders without additional consideration in proportion to their ownership before the increase.

Notification of the Acquisition of Shares and Voting Rights

Pursuant to Italian securities law and Consob implementing regulations thereof, any person acquiring any interest in excess of 2% in
the voting shares of a listed company must give notice to Consob and the company whose shares are acquired. Consob may, in order to protect investors and the efficiency and transparency of the capital
markets, impose, for a limited period of time, a threshold lower than 2% in the voting shares of a listed company with an elevated current market value and a particularly widely held stock. The voting
rights attributable to the shares in respect of which notification has not been made shall not be exercised. Any resolution taken in violation of the foregoing may be annulled if the resolution would
not have been passed in the absence of such votes.

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In
addition, any person whose aggregate "actual" shareholding in a listed company exceeds or falls below 2%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6%, 90% or 95% of the listed company's
voting share capital is obligated to notify Consob and the listed company whose shares are acquired or disposed of. For the purpose of calculating the "actual" shareholding, the following shall be
taken into consideration: (i) shares owned by any person, irrespective of whether the relative voting rights are exercisable by such person or by a third party or are suspended;
(ii) shares that are not owned by such person, but for which it can exercise voting rights (e.g. as depositary having discretionary power to exercise voting rights); (iii) except
in certain circumstances, shares held through, or shares the voting rights of which are exercisable by, subsidiaries, fiduciaries or intermediaries. Any person holding a "potential holding"
(i.e., financial instruments that, pursuant to a binding agreement, grant the right to acquire underlying shares on the holder's own initiative and through a physical settlement) must notify
the company and Consob whenever such "potential" holding reaches, exceeds or falls below the following percentage thresholds: 5, 10, 15, 20, 25, 30, 50 and 75. Moreover, anyone holding an "overall
long position" (being the sum of the "actual" and "potential" shareholdings, as previously described, as well as of any "other long position" in derivatives, irrespective of whether such instrument
provides for cash or physical settlement) must notify the company and Consob whenever such "overall long position" reaches, exceeds or falls below the following percentage thresholds: 10, 20, 30 and
50. If shares can be acquired as a consequence of the exercise of conversion rights or warrants, such shares are included in the relevant holding only if the purchase can take place within
60 days. Notification should be made (except in certain circumstances) promptly and, in any case, within five trading days from the relevant transaction.

Disclosure
obligations also apply to listed companies whenever they hold, directly or through subsidiaries, their own shares and whenever their holdings exceed or fall below the relevant
thresholds.

Cross
ownership between listed companies may not exceed 2% of their respective voting shares. If the relevant threshold is exceeded, the company which is the latter to exceed such
threshold may not exercise the voting rights attributable to the shares in excess of the threshold and must sell the excess shares within a period of twelve months. If the company does not sell the
excess shares within twelve months, it may not exercise the voting rights in respect of its entire shareholding. If it is not possible to ascertain which is the later company to exceed the threshold,
subject to any different agreement between the two companies, the limitation on voting rights and the obligation to sell the excess shares will apply to both of the companies concerned. The 2% limit
for cross ownership is increased to 5% on the condition that such limit is only exceeded by the two companies concerned following an agreement authorized in advance by an ordinary stockholders'
meeting of each of the two companies. Furthermore, if a party holds an interest in excess of 2% of a listed company's share capital, such listed company or the party which controls the listed company
may not purchase an interest above 2% in a listed company controlled by the first party. In case of non-compliance, voting rights attributable to the shares held in excess may not be
exercised. If it is not possible to ascertain who the later party to exceed the limit is, the limitation on voting rights will, subject to different agreement between the two parties, apply to both.
Any stockholders' resolution taken in violation of the limitation on voting rights may be annulled by the relevant court if the resolution would not have been passed in the absence of such votes. The
foregoing provisions in relation to cross ownership do not apply when the thresholds are exceeded following a public tender offer to buy or exchange at least 60% of the company's shares.

The
validity of any agreement regarding the exercise of the voting rights attached to shares of a listed company or of its parent company is subject to the notification of such agreement
to Consob and to the relevant issuer, the publication of a summary of such agreement in the press and the filing of the agreement with the Register of Enterprises within five days of the date of the
agreement. These disclosure obligations shall not apply to agreements regarding shareholdings representing less than 2% of the voting shares of the listed company. Failure to comply with the foregoing
requirements will render the agreement null and void and the voting rights of the relative shares cannot be exercised. Any

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stockholders'
resolution taken in violation of such limitation on voting rights may be annulled by the relevant court if the resolution would not have been passed in the absence of such votes.

The
agreements subject to the above include those which (i) regulate the exercise of, or prior consultation for, the exercise of voting rights in a listed company or its
controlling company, (ii) contain limitations on the transfer of shares or securities which grant the right to purchase or subscribe for shares, (iii) provide for the purchase of shares
or securities mentioned in (ii), (iv) have as their object or effect the exercise (including joint exercise) of a dominant influence over the company or (v) aim to encourage or frustrate
a takeover bid or equity swap, including commitments relating to non-participations in a takeover bid.

Any
agreement of the nature described above can have a legal maximum term of three years (and may be renewed for an additional three-year term at its expiration), and if
executed for a longer term shall otherwise expire three years after its execution. Any such agreement executed for an unlimited term can be terminated by a party upon six months' prior notice. In the
case of a public tender offer, stockholders who intend to participate in the tender offer may withdraw from the agreement without notice. Consob Regulation 11971/99 contains provisions which
govern the method and content of the notification and publication of the agreements as well as any subsequent amendments thereto.

Pursuant
to EU Regulation no. 236/2012, anyone holding a short position with respect to shares listed on an EU market shall give notice to the relevant national authority (in the
case of the Company, to Consob), whenever such position crosses or falls below the 0.2% threshold, as well as for further increases of 0.1%. Moreover, if the short position crosses or falls below the
0.5% threshold (and for further increases of 0.1%), the relevant holder shall give disclosure to the public. In both cases, disclosure shall be provided by 3:30 p.m. of the trading day
following the one on which the relevant threshold has been crossed.

General Meetings

Meetings of the stockholders may be held at our executive offices in Italy, in any country in the European Union or in the United
States, following publication of notice of the meeting, including the agenda, on the Company's website and, if required by law, in the form of an excerpt in one or more of the following daily
newspapers: "Il Sole 24Ore," "Il Corriere della Sera" or "la Repubblica", at least 30 days before the date fixed for the meeting. The notice shall contain a list of the subject matters to be
dealt with at the meeting, a description of the procedures to be complied with in order to attend, and vote in, such meeting, and the deadline to submit questions to the Board or to ask for additions
to the agenda. Within the same time period, the Board of Directors shall also publish (i) reports describing the subject matters to be dealt with at the meeting, by making them available both
at the company's registered office and on its website and (ii) all of the documents that will be submitted to the stockholders during the meeting, the forms that stockholders may use for the
appointment of proxies and information about the company's share capital, by making these materials available on the company's website.

Deutsche
Bank Trust Company Americas will mail to all record holders of ADRs a notice containing a summary of the information contained in any notice of a stockholders' meeting received
by Deutsche Bank Trust Company Americas. See "Documents on Display."

Meetings
of stockholders may be either ordinary meetings or extraordinary meetings. Stockholders' meetings may be called by the Board of Directors or the Board of Statutory Auditors. In
the case of a listed company in Italy, stockholders' meetings must be promptly convened upon the request of holders representing at least 1/20th of the share capital, provided that the request
contains a
summary of the matters to be discussed. If the Board of Directors, upon the request of the stockholders as mentioned above, resolves not to convene a meeting, the competent court, on appeal by the
stockholders who have asked for such meeting, can order by decree that such meeting be convened, after having conferred with the Board of Directors and the Board of Statutory Auditors and having
ascertained that the Board of Directors' refusal to convene the meeting is unfounded. Stockholders' meetings may not be

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convened
upon the request of stockholders whenever the matter to be dealt with at such meeting requires a proposal, a presentation document or a report by the Board of Directors.

Holders
of ordinary shares are entitled to attend and vote at ordinary and extraordinary stockholders' meetings. Each holder is entitled to cast one vote for each ordinary share held.
Votes may be cast personally or by proxy, in accordance with applicable Italian regulation. However, the voting rights of ordinary shares held in breach of applicable law may in some cases not be
exercised.

Ordinary
stockholders' meetings must be convened at least once a year to approve the annual financial statements of Luxottica Group S.p.A. Our By-laws provide that the
meeting for the approval of the financial statements can be convened within the time specified by the law in force from time to time. The drafts of the statutory financial statements and consolidated
financial statements shall be filed and published within 120 days from the end of the fiscal year. Financial statements shall be published and filed at least 21 days before the meeting
called to approve them.

At
ordinary stockholders' meetings, stockholders vote upon dividend distributions, if any, appoint the Directors, Statutory Auditors and external auditors, determine their remuneration
and vote on business matters submitted by the Directors.

Ordinary
stockholders' meetings of Luxottica Group S.p.A. can be convened only in one call and there are no minimum quorum requirements. Resolutions may be adopted by a simple
majority of ordinary shares represented at such meeting.

To
the extent provided by law, within ten days from the publication of the agenda, stockholders who represent at least 1/40th of the share capital may request a supplement of the
agenda, indicating the additional subject matters such stockholders wish to be dealt with at the meeting or submitting different voting proposals with respect to items already included on the agenda.
Within the same
time period, the stockholders requesting the supplement of the agenda shall prepare and deliver to the Board of Directors a report on the additional matters to be discussed.

Stockholders
may present questions with regard to the subject matters listed in the agenda, to which the Company shall reply no later than during the meeting. The notice of call must
specify the deadline for submitting such questions, which shall not be earlier than: (i) three days before the date of the meeting, if replies will be provided at the meeting; or
(ii) five days before the date of the meeting, if replies will be provided before the meeting.

The
Board of Directors, composed, in accordance with the By-laws, of not less than five and not more than 15 directors, shall be appointed by the stockholders at the ordinary
meeting on the basis of lists presented by stockholders pursuant to the procedures indicated below.

A
list for the appointment of directors can be presented only by those stockholders who, alone or jointly with other presenting stockholders, at the time of the presentation of the list,
hold an aggregate interest at least equal to the percentage established by Consob pursuant to article 147-ter, subparagraph 1, legislative decree no. 58/98. For 2012,
the year in which the current Board of Directors was appointed, the percentage established by Consob for Luxottica was equal to 1%. Each stockholder may not submit or contribute to submitting, by
means of trust or proxy, more than one list. The lists shall set forth not more than fifteen candidates, listed in descending numerical order.

The
lists shall be submitted to the Company at least 25 days before the date of the stockholders' meeting convened to appoint the directors and published by the Company at least
21 days before the date of such meeting.

The
lists shall be signed by the stockholder or stockholders submitting them and presented together with the professional resumes of the candidates and the written statements of the
candidates in which they declare that they accept the office and confirm, under their own responsibility, that there are no grounds under any law or regulation for their ineligibility or
incompatibility and that they meet any requirements prescribed in the respective lists.

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Pursuant
to article 147-ter, subparagraph 4, legislative decree no. 58/98, at least one director, or in the event the Board of Directors is composed of
more than seven members, then at least two directors, must fulfill the necessary requirements to be considered "independent" in
accordance with article 147-ter (hereinafter "147-ter Independent Director").

Each
list shall contain, and expressly name within the first seven candidates named in the list, at least one 147-ter Independent Director, and if the list is composed of
more than seven candidates, such list shall contain and expressly name a second 147-ter Independent Director. If appropriate, each list may also expressly name directors having the
requirements of independence as provided for by the codes of conduct established by companies managing regulated markets or industry associations.

No
candidate may appear on more than one list.

At
the end of voting, the candidates from the two lists that have obtained the highest number of votes will be elected, according to the following criteria:



In
the event of a tie with respect to the top two lists, the ordinary meeting will proceed to take a new vote on only the top two lists.

Pursuant
to legislative decree no. 58/98, as amended by law no. 120/2011, with respect to Boards of Directors appointed from August 2012 onwards, the by-laws of
listed companies shall provide that at least 1/3 of the directors belong to the less-represented gender (for the first appointment after August 2012 the threshold is reduced
to 1/5). For this reason, the By-laws of Luxottica Group S.p.A. provide for mechanisms to comply with the requirements for gender equality. In particular, the
By-laws provide that, in case the threshold is not complied with at the end of the voting procedure, the last candidate appointed from the Majority List shall be replaced by the first
non-appointed candidate of the same list belonging to the less-represented gender, in order starting from the bottom of the Majority List. Should this substitution not be
enough to comply with the abovementioned threshold, the stockholders' meeting shall appoint a number of Directors belonging to the less-represented gender, in substitution for the last
candidates appointed by the Majority List and belonging to the more-represented gender, so as to reach the abovementioned threshold.

If
only one list is submitted, the ordinary meeting will cast its votes on it and, if the list receives a simple majority of votes, the candidates listed in descending numerical order
will be elected as directors, until the requisite number, as determined by the ordinary meeting, is reached, subject to the obligation of the ordinary meeting to appoint a minimum number of
147-ter Independent Directors and to comply with the requirements for gender equality. The candidate listed first on the Majority List will be elected as Chairman of the Board of
Directors.

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If
there are no lists, the Board of Directors will be appointed by the ordinary meeting with such majorities as required by law, subject to the obligation to comply with the requirements
for gender equality.

The
Board of Statutory Auditors, composed, in accordance with the By-laws, of three regular Statutory Auditors and two alternate Statutory Auditors, shall be appointed by the
stockholders at the ordinary meeting on the basis of lists presented by stockholders pursuant to the procedures indicated below.

The
appointment of one regular Statutory Auditor, as Chairman, and of one alternate Statutory Auditor shall be reserved for the stockholders who presented or voted the Minority List, who
must not be related, directly or indirectly, to the stockholders who presented or voted the Majority List.

Pursuant
to article 27 of our By-laws a list for the appointment of Statutory Auditors can be presented only by those stockholders who, alone or jointly with other
presenting stockholders, at the time of the presentation of the list, hold an aggregate interest at least equal to the one established by Consob pursuant to article 147-ter,
subparagraph 1, of legislative decree no. 58/98. For 2012, the year in which the current Board of Statutory Auditors was appointed, the percentage established by Consob for Luxottica was
equal to 1%.

The
lists shall be filed at the registered office of the Company at least 25 days prior to the stockholders' meeting called for the appointment of the Statutory Auditors and
published by the Company at least 21 days before the date of such meeting.

The
lists shall indicate the name of one or more candidates to be appointed as regular Statutory Auditors and alternate Statutory Auditors.

Pursuant
to legislative decree no. 58/98, as amended by law no. 120/2011, with respect to Boards of Statutory Auditors appointed from August 2012 onwards, at least
1/3 of regular Statutory Auditors shall belong to the less-represented gender (for the first appointment after August 2012 the threshold is reduced to 1/5).
Consequently, the By-laws of the Luxottica Group S.p.A. provide for mechanisms to comply with the requirements for gender equality. In particular, the By-laws provide
that each list containing at least three candidates shall include a number of candidates of the less-represented gender equal to at least the minimum number required by law.

The
name of each candidate shall be marked in a descending numerical order in each section (section of regular Auditors and section of alternate Auditors) and the candidates listed shall
not be more than the members of the body to be appointed.

The
lists shall also include the following:



In
the event that only one list is submitted or that only related-party stockholders, as determined by applicable law, have submitted lists as of the last day provided for the
presentation of such lists, it is possible to present a list until the fourth day following such date, or such other time period provided by law. In such case, the above share interest thresholds
providing for the presentation of the lists shall be reduced by half.

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A
stockholder cannot submit and vote for more than one list, including through third parties or by means of trust companies. Stockholders belonging to the same group and stockholders
signing a stockholders' agreement regarding the shares of the listed company shall not present or vote for more than one list including through third parties or by means of trust companies. Each
candidate shall present only one list subject to ineligibility.

The
appointment of the statutory auditors shall occur according to the following criteria:



In
case of an equal number of votes among the lists, the list presented by the stockholders holding the higher shareholding interests at the time of filing, or in second instance, the
list presented by the stockholders who owned the higher number of stockholders' interests shall prevail.

In
case the abovementioned requirements for gender equality are not complied with at the end of the voting procedure, the last candidate appointed from the Majority List shall be
replaced by the first non-appointed candidate of the same list belonging to the less-represented gender. If there are no candidates on that list belonging to the
less-represented gender, the stockholders' meeting shall appoint a regular Statutory Auditor belonging to the less-represented gender in substitution for the last candidate
appointed from the Majority List.

If
only one list is submitted, the ordinary meeting shall vote on it and, if the same list obtains the majority of the voting persons, without including those abstaining from voting, all
the candidates included in such list shall be appointed. In such case the Chairman of the Board of the Statutory Auditors shall be the first regular statutory auditor.

Extraordinary
stockholders' meetings may be convened in one call. Extraordinary meetings of stockholders may be called to vote upon, among other things, proposed amendments to the
By-laws, capital increases, mergers, spin-offs, issuance of debentures, appointment of receivers and similar extraordinary actions. Extraordinary stockholders' meetings are
properly convened when at least one-fifth of the share capital is represented at the meeting and resolutions are adopted with the affirmative vote of at least two-thirds of the
share capital represented at the meeting.

Pursuant
to our By-laws, subject to the concurrent competence of the extraordinary meeting of stockholders, the Board of Directors also has the authority over resolutions in
connection with mergers and demergers in accordance with articles 2505 and 2505-bis and 2506-ter of the Civil Code, the establishment or termination of branches, the
determination of which directors shall be authorized to represent the Company, the reduction of the outstanding capital stock in the event of withdrawal of a stockholder, the amendment of the
By-laws to comply with legal requirements, or the transfer of the principal place of business within the national territory.

The
meeting notice period of 30 days is (i) increased to 40 days for meetings convened to appoint directors and Statutory Auditors and (ii) reduced to,
respectively, 21 days for meetings convened to resolve upon the company's dissolution or upon the resolutions following a reduction of the company's share capital below the mandatory minimum
threshold provided by law, and 15 days for meetings convened pending a public tender offer launched with respect to our ordinary shares.

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A
meeting will be deemed duly convened if stockholders representing 100% of Luxottica Group S.p.A.'s share capital, together with a majority of the members of the Board of
Directors and the Board of Statutory Auditors, are present at the meeting. In this case, any participant can object to the discussion and resolution of any item for which it is deemed to have been
insufficiently informed.

The
right to attend, and to vote in, a meeting is certified by a statement issued by the intermediary where the relevant stockholder holds the account to which the Company's shares are
registered. The above-mentioned rights may be exercised by those holding Luxottica Group S.p.A. shares at the end of the seventh business day preceding the date of the meeting. The
intermediary's statement shall be delivered to the Company within three business days prior to the date of the meeting.

The
Company updates the stockholders' register on the basis of the statements sent by the intermediaries, within 30 days from their receipt. Information contained in the
stockholders' register shall be made available to all stockholders upon their request.

Stockholders
may appoint proxies. A proxy may also be granted by electronic means, by providing an electronic document with electronic signature in compliance with applicable Italian
law. Electronic notice of the proxy may be given, pursuant to the procedure set forth in the call notice, either by using a specific section of the Company's website, or, if contemplated in the call
notice, by sending the document to the certified electronic mail address of the Company. If the representatives deliver or send a copy of the proxy, they shall certify under their responsibility the
identity of the proxy and that the proxy conforms to the original.

Proxies
may be appointed even though they have a conflict of interest, provided that they have informed the stockholder about such conflict of interest and have received specific
instructions on the votes to be exercised for each subject matter in the agenda.

Proxies
who do not have a conflict of interest may express votes that are inconsistent with the instructions received by the relevant stockholder if, and only if, new and relevant
circumstances arise during the meeting and it is reasonable to believe that the stockholder would have changed its mind in light of said circumstances. In this case, proxies must declare that they are
expressing votes that are inconsistent with the instructions received and explain the reasons for doing so.

Unless
the By-laws specifically provide otherwise, the company shall indicate in the notice of the meeting an individual to whom stockholders may grant proxies for one or
more of the subject matters listed in the agenda.

Solicitation
of proxies is possible, but if the solicitation is addressed to more than 200 stockholders and concerns specific voting proposals or contains recommendations or other
declarations that might influence the exercise of voting rights, it is subject to the provisions of legislative decree no. 58/98; in particular, the stockholder(s) making the solicitation shall
publish a prospectus and a proxy form.

Proxies
may be collected by a stockholders' association provided that such association has been formed by certified private agreement, does not carry out business activities and is made
up of at least 50 individuals each of whom owns no more than 0.1% of our voting capital.

Proxies
may be revoked and can be appointed only for a single stockholders' meeting already convened. Proxies can be appointed also for a single subject matter listed in the agenda or
with regard to a single voting proposal in the case of a solicitation.

Our
By-laws do not contain any limitations on the voting rights in respect of ordinary shares held by any stockholder. Resolutions adopted at a stockholders' meeting are
binding on all stockholders. However, absent, dissenting or abstaining stockholders representing 1/1000th of the share capital (as well as Directors or Statutory Auditors) has the right, under
Italian law, to ask a court to annul resolutions taken in violation of applicable laws or the By-laws. In addition, in a limited number of cases (including the merger of a listed company
with, and its incorporation into, an unlisted company) applicable law grants dissenting and absent stockholders the right to obtain the redemption of their shares by the issuer at the average market
price of the shares during the previous six-month period. Shares for which the

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redemption
right has been exercised are offered to the other stockholders or, in case not all of the offered shares are sold in this way, to third parties in the market. If, after the sale offer,
there are still remaining shares for which the redemption right has been exercised, the company shall purchase such shares using its available reserves (in which case the shares may be held and
registered in the name of the issuer) or, if there are no available reserves, the share capital of the issuer shall be reduced.

Within
five days from each stockholders' meeting, a brief report on the votes expressed at the meeting shall be published on the Company's website. Within 30 days from each
stockholders' meeting, the minutes of such meeting shall be made available on the Company's website.

Option Rights

Pursuant to Italian law, holders of ordinary shares are entitled to subscribe for issuances of shares, debentures convertible into
shares and rights to subscribe for shares in proportion to their holdings, unless such option rights are waived or limited by a stockholders' resolution and such waiver or limitation is in the
interest of Luxottica Group S.p.A. Particular Italian regulations set forth the procedures to be followed by Italian listed companies in such circumstances.

It
is likely that the option rights generally available to holders of ordinary shares may not be fully available to holders of ADRs. See "Description of American Depositary
ReceiptsShare Dividends and Other Distributions."

Pursuant
to Italian law, such option rights may be excluded in certain other cases, including contributions in kind.

Preferential Shares

Under Italian law, a company such as ours may issue shares that have a preference over ordinary shares with respect to the distribution
of dividends or surplus assets. At
present, we have no such preferential shares outstanding and any issuance of such shares would be subject to approval by a majority of stockholders.

Rights on Liquidation

On a liquidation or winding-up of the company, subject to the preferential rights of holders of any outstanding
preferential shares, holders of ordinary shares will be entitled to participate in any surplus assets remaining after payment of the creditors. Shares rankpari
passuamong themselves in liquidation.

Purchase of Shares by Luxottica Group S.p.A.

We and our subsidiaries may purchase up to an aggregate of 1/5th of our ordinary shares, subject to certain conditions and
limitations provided by Italian law, including that the purchase be approved by stockholders. Shares may only be purchased out of profits available for dividends and distributable reserves as
appearing in the latest stockholder-approved unconsolidated financial statements. Further, we may only repurchase fully paid shares. As long as such shares are owned by us, they would not be entitled
to dividends nor to subscribe for new ordinary shares in the case of capital increases; such rights would be proportionately attributed to the other stockholders and the voting rights attached to the
treasury shares would be suspended. A corresponding reserve must be created in our balance sheet which is not available for distribution.

Legislative
decree no. 58/98 provides that the purchase by a listed company of its own shares and the purchase of shares of a listed company by its subsidiary must take place by
way of a public offer or on the market in a manner agreed with Borsa Italiana S.p.A. which must ensure the equality of treatment among stockholders, subject to certain limitations. The
foregoing does not apply to shares being purchased by a listed company from its employees or employees of its parent company or of subsidiaries under certain circumstances.

See
Item 16E"Purchases of Equity Securities by the Issuer and Affiliated Purchasers."

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Minority Stockholders' Rights

Absent, abstaining or dissenting stockholders (representing 1/1000th of the share capital of the Company) may, within three
months, ask a court to annul stockholders' resolutions taken in violation of applicable laws or our By-laws. Any stockholder may bring to the attention of the Board of Statutory Auditors
facts or acts which are deemed wrongful. If the stockholder (or stockholders) that has submitted the complaint to the Board of Statutory Auditors represents more than 1/50th of our share
capital, the Board of Statutory Auditors must investigate without delay and report its findings and recommendations at the stockholders' meeting.

Stockholders
representing more than 1/20th of our share capital have the right to report major irregularities to the relevant court. In addition, stockholders representing at
least 1/40th of our share
capital may initiate a liability suit against the directors, Statutory Auditors and general managers of Luxottica Group S.p.A. We may waive or settle a liability suit against Directors only if
less than 1/20th of the stockholders vote against such waiver or settlement. We will reimburse the legal costs of such action in the event that the claim of such stockholders is successful and
(i) the court does not award such costs against the relevant directors, Statutory Auditors or general managers, or (ii) such costs cannot be recovered from such directors, Statutory
Auditors or general managers. In compliance with legislative decree no. 58/98, our By-laws give minority stockholders the right to appoint directors and one Statutory Auditor as
chairman and one Alternate Auditor to the Board of Statutory Auditors. See Item 6"Directors, Senior Management and EmployeesDirectors and Senior Management."

Italian Tender Offer Rules

Under legislative decree no. 58/98, a public tender offer is required to be launched by any person that through share purchases
holds more than 30% of the voting stock of an Italian listed company. The public tender offer must cover the whole voting stock of the company. Similarly, under Consob rules, a public tender for the
entire voting stock of a listed company must be made by any person owning more than a 30% interest in the voting securities of a company (but does not exercise majority voting rights at an ordinary
stockholders' meeting) and purchases or acquires, directly or indirectly, also through the exercise of subscription or conversion rights, during a 12-month period more than 5% of the
ordinary capital with voting rights. For the purpose of calculating the 30% and 5% thresholds, the following are taken into account (i) shares directly or indirectly purchased and
(ii) in certain cases, derivative instruments (either physically or cash settled) whose underlying shares are part of the voting stock of an Italian listed company.

The
offer must be launched within 20 days from the date on which the relevant threshold was exceeded, and must be made at a price for each class of securities at least equal to
the highest price paid by the offeror, and/or by parties acting in concert with the offeror, for the purchase of the relevant class of the target company's securities over a 12-month
period preceding the announcement of the compulsory bid. If no purchases for value of the relevant class of securities have been made in the relevant period, the offer price will be equal to the
weighted average market price of the target securities over the previous 12 months (or, if a market price for the relevant class of securities has not been available for the whole of this
period, over such shorter period for which a market price has been available). In a case where the relevant thresholds are reached through derivative instruments, the reference price of the underlying
shares and any consideration paid by the holder shall be taken into account in calculating the offer price.

Consob
regulates these provisions in greater detail through a number of exemptions from the duty to launch a tender offer. Such exemptions include, among others, (i) when another
person or persons jointly hold the majority of voting rights that can be exercised at the general meeting; and (ii) when the relevant thresholds are reached as a result of the recapitalization
of a company that is in a situation of financial crisis or as a result of the exercise of options, or conversion or subscription rights.

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Legislative
decree no. 58/98 further provides that the acquisition of an interest above 30% of the voting stock of a company does not trigger the obligation to launch a 100%
tender offer if the person concerned has exceeded the threshold as a result of a public tender offer launched on 60% or more of the voting stock of the company. This provision is available only
(i) if the tender offer is conditional on the acceptance by a majority of the stockholders of the company (excluding, for the purpose of calculating such majority, the offeror or any
stockholder that holds an absolute or relative majority shareholding exceeding 10% as well as persons acting in concert with the offeror), (ii) if the offeror (including the persons acting in
concert with the offeror) has not acquired more than 1% of the voting stock of the company in the 12 months preceding the announcement of the offer and during the offer period and
(iii) upon receipt of an exemption granted by Consob provided that the terms of (i) and (ii) above are met.

"Persons
acting in concert" with the offeror shall mean persons cooperating on the basis of a specific or tacit agreement, verbal or in writing, regardless of whether such agreement is
invalid or without effect, for the purpose of acquiring, maintaining or strengthening control over the issuer or to defend against a public tender offer (including, in any case, the offeror's
subsidiaries, controlling persons, related companies and other persons connected to it by virtue, among other things, of a stockholders' agreement, the offeror's directors, members of the management
board, or supervisory board or general managers). Consob has further identified cases in which the "action in concert" is presumed, although rebuttal is possible (for example, in the case of a person
and his or her relatives), as well as cases not amountingper seto an "action in concert" (such as, for example, the agreement between stockholders for
the submission of a slate to appoint minority directors).

After
the offer has been completed, the offeror nevertheless becomes subject to the duty to launch an offer for 100% of the voting stock if, in the course of the subsequent
12 months, (i) it (including the persons or entities acting in concert with the offeror) has purchased more than 1% of the voting stock of the company, or (ii) the company has
approved a merger or spin-off. Finally, anyone holding 90% or more of the voting stock of a company must grant to all other stockholders the right to sell off their remaining shares,
unless an adequate distribution of the shares is resumed so as to ensure proper trading within a period of three months. Moreover, any person who, following a tender offer for 100% of the voting
stock, purchases more than 95% of the voting stock (i) must grant to all other stockholders the right to sell their voting shares or (ii) alternatively, and provided that it has stated
its intention to do so in the offering documentation, is entitled to acquire all remaining voting shares of the company (squeeze-out) within three months following the conclusion of the
tender offer.

Shares
held in breach of the obligations to launch a mandatory tender offer cannot be voted and must be sold within 12 months.

Derivative Suits

Under Italian law, action against members of the Board of Directors, members of the Board of Statutory Auditors and general managers of
a company may be brought on behalf of the company if authorized by a resolution adopted at an ordinary meeting of stockholders. In respect of listed companies, Italian law provides for a form of
stockholders' action against members of the Board of Directors, which may be brought by holders of at least 1/40th of the outstanding shares. We are allowed not to commence, or to settle, the
suit provided that stockholders representing at least 1/20th of the issued and outstanding shares do not vote against a resolution to this effect. We will reimburse the legal costs of such
action in the event that the claim of such stockholders is successful and (i) the court does not award these costs as part of the judgment against the relevant directors, Statutory Auditors or
general managers or (ii) these costs cannot be recovered from such directors, Statutory Auditors or general managers. In addition, Italian law permits a stockholder acting alone to bring an
action against members of the Board of Directors in the event that such stockholder has suffered damages directly related to negligence or willful misconduct.

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No Limitation of Ownership

Neither Italian law nor any of our constituent documents impose any limitations on the right of non-resident or foreign
stockholders to hold or exercise voting rights on our ordinary shares or the ADRs.

DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS

The following is a summary of certain provisions of the Amended and Restated Deposit Agreement (the "Deposit Agreement"), dated as of March 30, 2006, among
Deutsche Bank Trust Company Americas, as depositary, the owners and holders from time to time of ADRs issued thereunder and us. This summary does not purport to be complete and is qualified in its
entirety by reference to the Deposit Agreement, a copy of which has been filed as an exhibit to this Form 20-F. For more complete information, the entire agreement should be read.
Copies of the Deposit Agreement are available for inspection at the principal Corporate Trust Office of Deutsche Bank Trust Company Americas at 60 Wall Street, New York, New York 10005.

ADRs
are issued by Deutsche Bank Trust Company Americas. Each ADR evidences an ownership interest in a number of American Depositary Shares, each of which represents one ordinary share
deposited with Deutsche Bank Milan, as custodian under the Deposit Agreement. Each ADR will also represent securities, cash or other property deposited with Deutsche Bank Trust Company Americas but
not distributed to ADR holders. Deutsche Bank Trust Company Americas' Corporate Trust Office is located at 60 Wall Street, New York, New York 10005, and its principal executive office is
located at 60 Wall Street, New York, New York 10005.

Share Dividends and Other Distributions

Deutsche Bank Trust Company Americas has agreed to pay to ADR holders the cash dividends or other distributions it or the custodian
receives on ordinary shares or other deposited securities, after deducting its fees and expenses.

Cash

Deutsche Bank Trust Company Americas converts any cash dividend or other cash distribution we pay on the ordinary shares into U.S.
dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If it is not possible for Deutsche Bank Trust Company Americas to convert foreign currency in
whole or in part into U.S. dollars, or if any approval or license of any government is needed and cannot be obtained, Deutsche Bank Trust Company Americas may distribute the foreign currency to, or in
its discretion may hold the foreign currency uninvested and without liability for interest for the accounts of, ADR holders entitled to receive the same.

Shares

Deutsche Bank Trust Company Americas will, unless otherwise requested by us, distribute new ADRs representing any shares we may
distribute as a dividend or free distribution. Deutsche Bank Trust Company Americas will only distribute whole ADRs. It will sell shares which would require it to issue a fractional ADR and distribute
the net proceeds in the same
way as it does with dividends or distributions of cash. If Deutsche Bank Trust Company Americas does not distribute additional ADRs, each ADR will also represent the additional deposited shares.

Rights to Receive Additional Shares

If we offer holders of our ordinary shares any rights to subscribe for additional ordinary shares or any other rights, Deutsche Bank
Trust Company Americas may make these rights available to ADR holders. We must first instruct Deutsche Bank Trust Company Americas to do so and furnish it with

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satisfactory
evidence that it is legal to do so. If we do not furnish this evidence and/or give these instructions, or if Deutsche Bank Trust Company Americas determines in its reasonable discretion
that it is not lawful and feasible to make such rights available to all or certain owners, Deutsche Bank Trust Company Americas may sell the rights and allocate the net proceeds to holders' accounts.
Deutsche Bank Trust Company Americas may allow rights that are not distributed or sold to lapse. In that case, ADR holders will receive no value for them.

If
Deutsche Bank Trust Company Americas makes rights available to ADR holders, upon instruction from such holders it will exercise the rights and purchase the shares on behalf of the ADR
holders.

Deposit, Withdrawal and Cancellation

ADRs may be turned in at the Corporate Trust Office of Deutsche Bank Trust Company Americas. Upon payment of its fees and expenses and
of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, Deutsche Bank Trust Company Americas will deliver the deposited securities underlying the ADRs at the office of the
custodian, except that Deutsche Bank Trust Company Americas may deliver at its Corporate Trust Office any dividends or distributions with respect to the deposited securities represented by the ADRs,
or any proceeds from the sale of any dividends, distributions or rights, which may be held by Deutsche Bank Trust Company Americas. Alternatively, at the request, risk and expense of the applicable
ADR holder, Deutsche Bank Trust Company Americas will deliver the deposited securities at its Corporate Trust Office.

Voting Rights

ADR holders may instruct Deutsche Bank Trust Company Americas to vote the shares underlying ADRs but only if we ask Deutsche Bank Trust
Company Americas to ask for such instructions. Otherwise, ADR holders will not be able to exercise their right to vote unless such holders withdraw the ordinary shares underlying the ADRs. However, an
ADR holder may not know about a meeting at which such holder may be entitled to vote enough in advance to withdraw the shares.

If
we ask for instructions of an ADR holder, Deutsche Bank Trust Company Americas will notify the ADR holder of the upcoming vote and arrange to deliver voting materials. The materials
will (i) describe the matters to be voted on and (ii) explain how ADR holders, on a certain date, may instruct Deutsche Bank Trust Company Americas to vote the shares or other deposited
securities underlying the ADRs as directed. For instructions to be valid, Deutsche Bank Trust Company Americas must receive them on or before the date specified. Deutsche Bank Trust Company Americas
will try, as far as practical, subject to Italian law and the provisions of our articles of association, to vote or to have its agents vote the shares or other deposited securities as instructed by
the ADR holder. Deutsche Bank Trust Company Americas will only vote or attempt to vote as instructed by the ADR holder and will not vote any of such holder's shares or other deposited securities
except in accordance with such instructions.

Deutsche
Bank Trust Company Americas shall fix a record date whenever:



The
purpose of fixing a record date is to determine which ADR holders are:



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MATERIAL CONTRACTS

The contracts described below have been entered into by Luxottica Group S.p.A. and/or its subsidiaries since April 30, 2011 and, as of the date of
this Form 20-F, contain provisions under which we or one or more of our subsidiaries has an obligation or entitlement which is or may be material to us. This discussion is not
complete and should be read in
conjunction with the agreements described below, each of which has been filed with the SEC as an exhibit to this Form 20-F.

Contracts Relating to the Company's Indebtedness

For a discussion of our material credit agreements and financings entered into or amended since April 30, 2011, see
"Our Other Debt FinancingsThe U.S. $350 Million Senior Unsecured Guaranteed Notes," "Our 2012 Debt FinancingsThe
Euro 500 Million Senior Unsecured Guaranteed Notes (Due 2019)," and "Our 2012 Debt FinancingsThe Euro 500 Million Multicurrency Revolving Credit
Facility" in Item 5"Operating and Financial Review and ProspectsLiquidity and Capital ResourcesOur Indebtedness."

ITALIAN EXCHANGE CONTROLS

The following is a summary of relevant Italian laws in force as of the date of this Form 20-F but does not purport to be a comprehensive
description of all exchange control considerations that may be relevant.

There
are no exchange controls in Italy. Residents and non-residents of Italy may effect any investments, disinvestments and other transactions that entail a transfer of
assets to or from Italy, subject only to the reporting, record-keeping and disclosure requirements described below. In particular, residents of Italy may hold foreign currency and foreign securities
of any kind, within and outside Italy, while non-residents may invest in Italian securities without restriction and may export from Italy cash, instruments of credit or payment and
securities, whether in foreign currency or Euro, representing interest, dividends, other asset distributions and the proceeds of dispositions.

Regulations
concerning updated reporting, record-keeping and restrictions on the use of, among other things, cash and bearer instruments are to be found in legislative decree
no. 231 dated November 21, 2007, as amended and supplemented from time to time ("decree 231/2007"), which implemented in Italy the Anti-Money Laundering Directives
nos. 2005/60/CE and 2006/70 CE.

Article 49
of decree 231/2007 provides that the transfer of cash, bearer bank or postal passbooks and bearer instruments in Euro or foreign currency, effected for any reason
between different
parties (resident or non-resident) (a "Transfer"), is forbidden when the total amount is equal to or greater than Euro 1,000. A Transfer is also forbidden when carried out through
multiple paymentseach lower than the Euro 1,000 thresholdthat appear designed to circumvent such prohibition. A Transfer may only be executed through banks, electronic
money institutions, "Poste Italiane S.p.A." (Italian Mail) and payment institutions (the latter subject to certain conditions) (collectively, the "Authorized Operators"). Within 30 days
of their knowledge, the Authorized Operators must promptly notify the Ministry of Finance of any breach of the provisions set out in article 49 of decree 231/2007. The Ministry of Finance must
immediately notify the Italian Tax Police ("Guardia di Finanza") of the abovementioned breaches. The latter may, in turn, inform the Italian Tax Agency
("Agenzia delle Entrate"), so as to allow the Italian Tax Agency to carry out proper tax investigations (if any).

In
addition, when the total amount of a Transfer is equal to or greater than Euro 15,000, the Authorized Operators are required to (i) duly identify the customer and the
beneficial owner (if any) on the basis of documents, data or information deriving from an independent and reliable source, (ii) set up

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a
"Data Processing Archive" ("Archivio Unico Informatico") which contains a copy of any document required for the customer's and beneficial owner's identification, (iii) notify the Financial
Intelligence Unit ("Unità di Informazione Finanziaria") of the Bank of Italy of any suspicious operation, where possible, before carrying out the Transfer and (iv) keep record of
the information under point (i) above for ten years following the Transfer. The breach of such provisions under decree 231/2007 may trigger criminal and administrative sanctions: criminal
sanctions are imposed for offenses such as breach of customer identification obligations and recording duties and breach of the requirement to disclose the fact that a suspicious transaction was
reported; administrative sanctions are imposed for offenses such as failure to set up the Data Processing Archive and to report the suspicious transactions to the Financial Intelligence Unit.

The
Financial Intelligence Unit keeps records of all reports (including those without merit), for ten years and may use them, directly or through other government offices, to police
money laundering, tax evasion and any other crime or violation.

Individuals,
non-profit entities and certain partnerships that are resident in Italy for tax purposes are required to disclose on their annual tax declarations all
investments held outside Italy and foreign financial assets held at the end of a taxable period through which foreign source income taxable in Italy may be derived as well as the total amount of
transfers effected during a taxable period to, from, within and between countries other than Italy relating to such foreign investments or financial assets, even if at the end of the taxable period
such persons no longer owned such foreign investments or financial assets. No such disclosure is required if the total value of the foreign investments and financial assets held at the end of a
taxable period and the total
amount of the related transfers effected during the taxable period are not greater than Euro 10,000 in the aggregate. In addition, no such disclosure is required in respect of securities
deposited for management with qualified Italian financial intermediaries and in respect of contracts entered into through their intervention, provided that the items of income derived from such
foreign financial assets are collected through the intervention of the same intermediaries. Corporations and commercial partnerships resident in Italy are exempt from such disclosure requirements with
respect to their annual tax declarations because this information is required to be disclosed in their financial statements.

There
can be no assurance that the present regulatory environment in or outside Italy will continue or that particular policies presently in effect will be maintained, although Italy is
required to maintain certain regulations and policies by virtue of its membership in the European Union and other international organizations and its adherence to various bilateral and multilateral
international agreements.

TAXATION

The following summary contains a description of the principal U.S. federal and Italian income tax consequences of the ownership and disposition of ADSs or
ordinary shares by U.S. holders (as defined below) resident in the United States for tax purposes. The following description does not purport to be a complete analysis of all possible tax
considerations that may be relevant to a U.S. tax resident holder of ADSs or ordinary shares, and U.S. tax resident holders are advised to consult their advisors as to the overall consequences of
their individual circumstances. In particular, this discussion does not address all material tax consequences of owning ordinary shares or ADSs that may apply to special classes of holders, some of
whom may be subject to different rules, including:



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In
addition, the following summary does not discuss the tax treatment of ordinary shares or ADSs that are held in connection with a permanent establishment or fixed base through which a
U.S. holder carries on business or performs personal services in Italy.

Furthermore,
certain persons that may not be U.S. holders but who may otherwise be subject to U.S. federal income tax liability will also be subject to U.S. federal as well as Italian
tax consequences due to their ownership and disposition of ADSs or ordinary shares. Such investors should consult with their own advisors as to the particular consequences associated with their
investment.

This
discussion is based on the tax laws of Italy and of the United States, including the Code, its legislative history, existing and proposed regulations, and published rulings and
court decisions, as currently in effect, as well as on the currently applicable Convention Between the United States of America and Italy for the Avoidance of Double Taxation with respect to Taxes on
Income and the Prevention of Fraud or Fiscal Evasion and Protocol Between the United States and Italy (collectively, the "Treaty") and the Convention Between the United States of America and the
Italian Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Estates and Inheritances (the "Estate Tax Convention"). These laws are subject to
change, possibly on a retroactive basis that could affect the tax consequences described below. The Treaty was signed on August 25, 1999, ratified by Italy pursuant to Law 3 March 2009,
no. 20, and entered into force on December 16, 2009, replacing the previously applicable tax treaty and protocol between the United States and Italy. The Treaty includes an
anti-abuse provision and a provision limiting treaty benefits to individuals, qualified governmental entities, companies that are publicly traded or that satisfy certain share ownership
requirements, certain pension plans and other tax-exempt entities, and certain other persons meeting prescribed anti-treaty shopping requirements.

The
Treaty also clarifies the availability of treaty benefits to entities that are treated as fiscally transparent under U.S. or Italian law.

In
addition, this section is based in part upon the representations of the depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be
performed in accordance with its terms.

This
discussion addresses only Italian income taxation, gift and inheritance taxation, capital gains taxation, stamp duty and financial transaction tax and U.S. federal income and estate
taxation.

For
purposes of the Old Treaty, the Treaty, the Estate Tax Convention and the Code, U.S. holders of ADSs will be treated as the owners of the underlying ordinary shares represented by
such ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares generally will not be subject to Italian tax or U.S. federal income tax.

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Italian Tax Law

Withholding or Substitute Tax on Dividends.In general,
dividends paid by Italian corporations to
non-Italian resident beneficial owners without a permanent establishment in Italy to which ordinary shares or ADSs are effectively connected, are subject to final Italian withholding tax
(or substitute tax, in the case of dividends on underlying shares listed on the Milan Stock Exchange) at the rate of 20%, unless reduced by an applicable double taxation treaty or Italian domestic
legislation. Reduced rates (normally 15%) of withholding tax (or substitute tax) on dividends apply to non-Italian resident beneficial owners of ordinary shares or ADSs who are entitled to
and timely comply with procedures for claiming benefits under an applicable income tax treaty entered into by Italy. Italy has concluded income tax treaties with over 60 foreign countries, including
all European Union member states, Argentina, Australia, Brazil, Canada, Japan, New Zealand, Norway, Switzerland, the United States and some countries in Africa, the Middle East and East Asia. It
should be noted that in general the income tax treaties are not applicable if the beneficial owner is a tax-exempt entity or, with a few exceptions, a partnership or a trust.

Under
the Treaty, Italian withholding tax (or substitute tax) at a reduced rate of 15% will generally apply to dividends paid by an Italian corporation to a U.S. resident entitled to
Treaty benefits who timely complies with the procedures for claiming such benefits, provided the dividends are not effectively connected with a permanent establishment in Italy through which the U.S.
resident carries on a business or with a fixed base in Italy through which the U.S. resident performs independent personal services.

The
Italian legislation provides for the application of a reduced 1.375% withholding tax or substitute tax on dividends paid by an Italian corporation out of profits accrued from
January 1, 2008 (for entities ending their tax year on December 31) to non-resident beneficiary entities (i) subject to corporate taxation and (ii) resident in
an EU Member State or in other states (excluding the United States) which adhere to the "Accordo sullo spazio economico europeo," which are included in anad
hoc"white list" still to be released with a proper decree. Provisional disposals provide that, in the meantime, reference is to be made to the decree dated September 4,
1996, which reports the list of countries allowing an adequate exchange of information with the Italian tax authority.

The
currently applicable Italian domestic legislation provides for the application of a reduced 11% withholding tax or substitute tax on dividends paid starting from July 29, 2009
by an Italian corporation to non-Italian resident pension funds established in an EU Member State or in other countries (excluding the United States) which adhere to the "Accordo sullo
Spazio Economico Europeo," which are included in the above-mentioned "white list" of countries allowing an adequate exchange of information with the Italian tax authority.

Under
Italian law, in general, shares of Italian companies listed on the Milan Stock Exchange have to be registered in the centralized deposit system managed by Monte Titoli.
Dividends paid on shares held in theMonte Titolisystem (including our shares and our
ADSs) to non-Italian beneficial owners without a permanent establishment in Italy to which the shares (or ADSs) are effectively connected are subject to a substitute tax on the same
conditions and at the same rate as the withholding tax mentioned above, but which may be reduced under an applicable double-taxation treaty. This substitute tax will be levied by the Italian
authorized intermediary that participates in theMonte Titolisystem and with which the securities are deposited, as well as by non-Italian
authorized intermediaries participating in theMonte Titolisystem (directly or through a non-Italian centralized deposit system
participating in theMonte Titolisystem), through a fiscal representative to be appointed in Italy.

Since
the ordinary shares of Luxottica Group S.p.A. are registered in the centralized deposit system managed byMonte Titoli, the
substitute tax regime will apply to dividends paid by Luxottica Group S.p.A., instead of the withholding tax regime.

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For
a non-Italian resident beneficial owner of the ordinary shares or ADSs to obtain a reduced rate of substitute tax on dividends pursuant to an applicable income tax treaty
entered into by Italy, including the Treaty, the following procedure must be followed. The intermediary with whom the shares are deposited must timely
receive:



The
intermediary must keep the foregoing documentation for the entire period in which the Italian tax authorities are entitled to issue an assessment with respect to the tax year in
which the dividends are paid and, if an assessment is issued, until the assessment is settled. If the intermediary with which the shares are deposited is not resident in Italy, the aforesaid duties
and obligations must be carried out by (i) a bank or an investment services company that is a resident in Italy or (ii) a permanent establishment in Italy of a non-resident
bank or investment services company, appointed by the foreign intermediary as its fiscal representative in Italy.

A
non-Italian resident beneficial owner of ordinary shares or ADSs can obtain application of substitute tax on dividends of Italian source at a reduced rate of 1.375% or 11%,
as applicable, from the intermediary with which the shares are deposited by promptly submittingad hocrequest, together with proper documentation
attesting to the residence and status of the beneficial owner (including a certificate of tax residence from the competent foreign tax authorities).

As
an alternative to the application of the more favorable treaty rate of substitute tax on dividends or where an income tax treaty does not apply, and except for entities that benefit
from the above-mentioned 1.375% or 11% substitute tax, under domestic Italian law non-resident stockholders can claim a refund of an amount up to one fourth of the 20% substitute tax on
dividend income from Italian tax authorities provided that (i) they implement anad hocrefund procedure in accordance with the terms and
conditions established by law, and (ii) they provide evidence that this dividend income was subject to income tax in their country of residence in an amount at least equal to the total refund
claimed. Beneficial owners of ordinary shares or ADSs should contact their tax advisors concerning the possible availability of these refunds, the payment of which is normally subject to extensive
delays.

Distributions
of newly issued ordinary shares to beneficial owners with respect to their shares or ADSs that are made as part of apro
ratadistribution to all stockholders based on a gratuitous increase of the share capital through transfer of reserves or other provisions to share capital generally will not
be subject to Italian tax. However, distributions of dividends in kind may be subject to withholding tax.

Tax on Capital Gains.Upon disposal of ordinary shares or
ADSs of an Italian resident corporation,
capital gains realized by non-Italian resident individuals and foreign corporations without a permanent establishment in Italy to which the ordinary shares or ADSs are effectively
connected may be subject to taxation in Italy. However, the tax regime depends on whether the interest (ordinary shares, ADSs and/or rights) disposed of is "qualified" or "non-qualified."
The disposal of a "qualified" shareholding in a corporation the stock of which is listed on a regulated market (such as Luxottica Group S.p.A.) is defined to occur when a stockholder
(i) owns shares, ADSs and/or rights through which shares may be acquired representing in the aggregate more than 5% of the share capital or 2% of the shares with voting rights at an ordinary
stockholders' meeting of the corporation and (ii) in any twelve-month period following the

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date
the ownership test under (i) is met, such stockholder engages in the disposal of shares, ADSs and/or of rights through which shares may be acquired that individually or in the aggregate
exceed the percentages indicated under (i) above. Capital gains realized by non-Italian resident stockholders upon disposal of a "non-qualified" shareholding, are in
principle subject in Italy to a capital gain tax ("CGT") at 20%. However, an exemption from CGT is provided for gains realized by non-Italian resident stockholders without a permanent
establishment in Italy to which the ordinary shares or ADSs are effectively connected on the disposal of "non-qualified" shareholdings in Italian resident corporations the stock of which
is listed on a regulated market (such as Luxottica Group S.p.A.) even when such shareholdings are held in Italy. Non-Italian residents who dispose of shares or ADSs may be required
to timely provide a self-declaration that they are not resident in Italy for tax purposes, in order to benefit from this exemption, in the case that the "risparmio amministrato"
(non-discretionary investment portfolio) or "risparmio gestito" (discretionary investment portfolio) regime, respectively, provided for by articles 6 and 7 of Italian
legislative decree November 21,1997, no. 461 applies to them. Upon disposal of a "qualified" shareholding, non-Italian resident stockholders are in principle subject to
Italian ordinary taxation on 49.72% of the capital gain realized.

The
above is subject to any provisions of an applicable income tax treaty entered into by the Republic of Italy, if the income tax treaty provisions are more favorable. The majority of
double tax treaties entered into by Italy, in accordance with the OECD Model tax convention, provide that capital gains realized from the disposition of Italian securities are subject to taxation only
in the country of residence of the seller. Therefore, the capital gains realized by a non-Italian resident entitled to the benefits of a treaty entered into by Italy in accordance with the
OECD Model in respect of taxation of capital gains from the disposition of Italian securities will not be subject to Italian taxation, regardless of whether the shareholding disposed of is qualified
or non-qualified. Non-Italian residents who dispose of shares or ADSs may be required to timely provide appropriate documentation establishing that the conditions of
non-taxability of capital gains realized pursuant to the applicable income tax treaties have been satisfied (including a certificate of tax residence issued by the competent foreign tax
authorities), in the case that the "risparmio amministrato" (non-discretionary investment portfolio) or "risparmio gestito" (discretionary investment portfolio) regime, respectively,
provided for by articles 6 and 7 of Italian legislative decree November 21,1997, no. 461 applies to them.

Under
the Treaty, a person who is considered a U.S. resident for purposes of the Treaty and is fully entitled to benefits under the Treaty will not incur Italian capital gains tax on
disposal of ordinary shares or ADSs, unless the ordinary shares or ADSs form part of a business property of a permanent establishment of the holder in Italy or pertain to a fixed base available to a
holder in Italy for the purpose of performing independent personal services. In order to benefit from this exemption, U.S. residents who sell ordinary shares or ADSs may be required to timely produce
appropriate documentation establishing that the above-mentioned conditions for non-taxability of capital gains under the Treaty have been satisfied (including a certificate of tax
residence issued by the competent U.S. tax authorities).

Inheritance and Gift Tax.Subject to certain exceptions,
Italian inheritance and gift tax is
generally payable on transfers of ordinary shares and/or ADSs of an Italian resident corporation by reason of death or donation, regardless of the residence of the deceased or donor and regardless of
whether the ordinary shares or ADSs are held outside Italy.

In
particular, transfers of assets and rights (including ordinary shares and/or ADSs) on death or by gift are generally subject to Italian inheritance and gift
tax:



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Inheritance
taxes paid in a jurisdiction outside of Italy relating to the same estate on assets (including ordinary shares and ADSs) existing in that jurisdiction are deductible, in
whole or in part, from the Italian inheritance tax due with respect to the estate.

The
above-described regime may be superseded by the provisions of the double taxation treaties in respect of taxes on estates and inheritances entered into by Italy, if more favorable
and where applicable.

Subject
to certain limitations, the Estate Tax Convention between the United States and Italy generally affords a credit for inheritance tax imposed by Italy on ordinary shares or ADSs
of an Italian resident corporation that is applicable to any U.S. federal estate tax imposed on the same ordinary shares or ADSs. This credit is available only to the estate of a deceased person who,
at the time of death, was a national of or domiciled in the United States. There is currently no gift tax convention between Italy and the United States.

Stamp duty.Pursuant to Article 19(1) of Decree
No. 201 of December 6, 2011, a
proportional stamp duty applies on an annual basis to any periodic reporting communications which may be sent by
an Italian financial intermediary to a holder of securities deposited with such financial intermediary. The stamp duty applies at a rate of 0.15 per cent and can neither be lower than
Euro 34.20 nor (for taxpayers other than individuals) exceed Euro 4,500. In the absence of specific guidelines, the stamp duty may apply both to Italian resident and
non-Italian resident security holders, to the extent that securities are held with an Italian-based financial intermediary.

Financial transaction tax.Law No. 228 of
December 24, 2012 introduced a new "financial
transaction tax" (imposta sulle transazioni finanziarie), inspired by the proposed European transaction tax (as included in the draft of European
Directive no. 2011/0261). Subject to certain exceptions, the Italian financial transaction tax shall apply to, among other things, (a) transfers of the ownership of shares issued by
companies resident in Italy and (b) transfers of the ownership of financial instruments representing shares indicated under (a) above. In relation to such transfers, financial
transaction tax shall be applicable starting from March 1, 2013 at the rate of 0.22 per cent (reduced to 0.2 per cent from 2014). For transactions occurring in regulated markets
or multilateral trading facilities established in EU Member States or in qualified States (excluding the United States) adhering to the "Accordo sullo spazio economico europeo", the ordinary rate is
reduced to 0.12 per cent (reduced to 0.1 per cent from 2014). High-frequency trading transactions occurred in the Italian financial market relating to the same types of
securities mentioned above are subject to high-frequency trading tax at a rate of 0.02%.

United States Federal Taxation

For purposes of this section, a U.S. holder is an individual or entity which is a beneficial owner of shares or ADSs and
is:



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If
a partnership, or an entity treated for U.S. tax purposes as a partnership, holds ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the
partner and the activities of the partnership. Persons who are partners in partnerships holding ordinary shares or ADSs should consult their tax advisors.

Taxation of Dividends.Under U.S. federal income tax laws, a
U.S. holder must include as gross income
the gross amount of any dividend paid by Luxottica Group S.p.A. out of its current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Such holder must also
include any Italian tax withheld from the dividend payment in this gross amount even though the holder does not in fact receive such amounts withheld. The dividend is ordinary income that must be
included in income when the U.S. holder, in the case of ordinary shares, or the depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible
for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that must be included
in income for a U.S. holder will be the U.S. dollar value of the Euro payments made, determined at the spot Euro/U.S. dollar rate on the date the dividend distribution is includible in income,
regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the U.S. holder
includes the dividend payment in income to the date he converts the payment into U.S. dollars will be treated as ordinary income or loss. The gain or loss generally will be income from sources within
the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be
treated as a return of capital to the extent of the U.S. holder's basis in the shares or ADSs and thereafter as capital gain.

Subject
to certain generally applicable limitations, the Italian withholding or substitute tax imposed on dividends in accordance with the Old Treaty or the Treaty and paid over to Italy
will be creditable against a U.S. holder's U.S. federal income tax liability. To the extent a refund of the tax withheld is available to the U.S. holder under Italian law or under the Old Treaty or
the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such holder's U.S. federal income tax liability. See "Italian Tax
LawWithholding or Substitute Tax on Dividends" for the procedures for obtaining a tax refund.

Dividends
paid by foreign corporations generally constitute income from sources outside the United States, but generally will be "passive income" which is treated separately from other
types of
income for purposes of computing the foreign tax credit allowable. The rules governing the foreign tax credit are complex. U.S. holders should consult their tax advisors regarding the availability of
a foreign tax credit for Italian withholding taxes imposed on dividends paid on ordinary shares or ADSs.

Certain
dividends received by non-corporate U.S. holders in taxable years beginning before January 1, 2013 in respect of ordinary shares or ADSs will be taxed at the
rate applicable to long-term capital gains (generally at a maximum income tax rate of 15%) if the dividends are "qualified dividends." For taxable years beginning on or after
January 1, 2013, the maximum tax rate for qualified dividends is 20% for a non-corporate U.S. holder with taxable income exceeding $400,000 ($450,000 for married individuals filing
a joint return). This reduced income tax rate is only applicable to dividends paid by U.S. corporations and "qualified foreign corporations" and only with respect to shares held by a qualified U.S.
holder (that is, a non-corporate stockholder such as an individual) for a minimum holding period (generally, more than 60 days during the 121-day period beginning
60 days before the ex-dividend date). We believe that we are a "qualified foreign corporation" and that dividends paid by us to individual U.S. holders of ordinary shares or ADSs
held for the minimum holding period should thus be eligible for the reduced income tax rate. See "Passive Foreign Investment Company Considerations" for a discussion of certain
restrictions on "qualified foreign corporation" status.Non-corporate U.S. holders are urged to consult their own tax advisors to determine whether they are subject
to any special rules that limit their ability to be taxed at this favorable rate.

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Taxation of Capital Gains.If a U.S. holder sells or
otherwise disposes of ordinary shares or ADSs
and such shares constitute a capital asset in the hands of the U.S. holder, such holder will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the
U.S. dollar value of the amount realized and the tax basis, determined in U.S. dollars, in the ordinary shares or ADSs. The deductibility of capital losses is subject to limitations. Capital gain of a
non-corporate U.S. holder, recognized in taxable years which begin before January 1, 2013, is generally taxed at a maximum rate of 15% for property held more than one year. For
taxable years beginning on or after January 1, 2013, the maximum tax rate for long-term capital gains is 20% for a non-corporate U.S. holder with taxable income
exceeding $400,000 ($450,000 for married individuals filing a joint return). Additionally, gain or loss will generally be from sources within the United States for foreign tax credit limitation
purposes.

Medicare Tax on Unearned Income.Legislation enacted in 2010
requires certain U.S. holders that are
individuals, estates or trusts to pay a 3.8% Medicare contribution tax on, among other things, dividends on, and capital gains from the sale or other taxable disposition of, ordinary shares or ADSs
for taxable years beginning after December 31, 2012.

Passive Foreign Investment Company Considerations.A
corporation organized outside the U.S. generally
will be classified as a passive foreign investment company (a "PFIC") for U.S. federal income tax purposes in any taxable year in which either (a) at least 75% of its gross income is "passive
income," or (b) the average percentage of the gross value of its assets that produce "passive income" or are held for the production of passive income is at least 50%. Passive income for this
purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. Under a special "look-through" rule, in determining whether it is a
PFIC, a foreign corporation is required to take into account apro rataportion of the income and assets of each corporation in which it owns, directly
or indirectly, at least a 25% interest. Where the "look-through" rule applies, there is eliminated from the determination of the status of the foreign corporation as a PFIC stock and debt
instruments issued by such a 25%-owned subsidiary as well as dividends and interest received from such a 25%-owned subsidiary. Based on our audited financial statements, we strongly believe that we
are not a PFIC for U.S. federal income tax purposes for 2012. Based on our audited financial statements and our current expectations regarding the value and nature of our assets and the sources and
nature of our income, we do not expect to become a PFIC for U.S. federal income tax purposes for future years. Nonetheless, given that our PFIC status will be determined by reference to the assets and
income tests applied annually, with the assets test being applied by reference to the average of the fair market value of our assets at the end of each quarter, and the income test being applied by
reference to our income at the end of the taxable year, we cannot provide complete assurance that we will not be a PFIC for either the current taxable year or for any subsequent taxable year. If we
are classified as a PFIC in any year that a U.S. holder is a stockholder, we generally will continue to be treated as a PFIC for that U.S. holder in all succeeding years, regardless of whether we
continue to meet the income or asset test described above. If we are classified as a PFIC in any year, certain materially adverse consequences could result for U.S. holders of ordinary shares or ADSs.
Such adverse consequences could, however, be materially lessened if the U.S. holders timely file either a qualified electing fund or a mark-to-market election. In addition, if
we were classified as a PFIC, in a taxable year in which we pay a dividend or the prior taxable year, we would not be a qualified foreign corporation (as described in "Taxation of
Dividends"), and our dividends would not be eligible for the reduced U.S. income tax rate applicable to qualified dividends.

Although, as stated above, we strongly believe that we are not, and we do not expect to become, a PFIC, we suggest that all existing and potential U.S. holders
consult their own tax advisors regarding the potential tax impact if we were determined to be a PFIC.

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Backup Withholding and Information Reporting.In general,
dividend payments or other taxable
distributions made within the United States to a U.S. holder will be subject to information reporting requirements and backup withholding tax at the rate of 28% if such U.S. holder is a
non-corporate U.S. person and such holder:



A
U.S. holder generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed his, her or its income tax liability by filing a timely refund claim
with the IRS.

Persons
who are not U.S. persons may be required to establish their exemption from information reporting and backup withholding by certifying their status on Internal Revenue Service
Form W-8BEN, W-8ECI or W-8IMY.

The
payment of proceeds from the sale of ordinary shares or ADSs to or through a U.S. office of a broker is also subject to these U.S. backup withholding and information reporting rules
unless the seller certifies, under penalties of perjury, that such seller is a non-U.S. person (or otherwise establishes an exemption). Special rules apply where ordinary shares or ADSs
are sold through a non-U.S. office of a non-U.S. broker and the sale proceeds are paid outside the United States.

Under
legislation enacted in 2010, for taxable years beginning after March 18, 2010, certain U.S. holders who are individuals holding ordinary shares or ADSs other than in an
account at a U.S. financial institution may be subject to additional information reporting requirements.

Estate Tax Convention.Under the Estate Tax Convention
between the United States and Italy, the
ordinary shares or ADSs will be deemed situated in Italy. Subject to certain limitations, the Estate Tax Convention affords a credit for estate or inheritance tax imposed by Italy on ordinary shares
or ADSs that is applicable against U.S. federal estate tax imposed on ordinary shares or ADSs. This credit is available only to the estate of a deceased person who, at the time of death, was a
national of or domiciled in the United States.

DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Securities Exchange Act of 1934, applicable to foreign private issuers, and in accordance therewith we
file reports and other information with the SEC. Reports and other information filed by us are available for inspection and copying, upon payment of fees prescribed by the SEC, at the Public Reference
Room maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material are also available for a fee by sending an electronic mail message to the internet group mailbox
publicinfo@sec.gov or by mail to 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for more information on the Public Reference
Room. In addition, such material may also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. The public may also view our
annual reports and other documents filed with the SEC on the Internet atwww.sec.gov.

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE SENSITIVITY

At December 31, 2012 and 2011, our interest rate sensitivity was limited to the amount of our unhedged variable rate outstanding debt under our credit
facilities and bank overdraft facilities.

Included
in this amount are:



A
10% change in interest rates (upward or downward) at December 31, 2012 and 2011, would not have had a material effect on our future annual pretax earnings and cash flows, based
on our expected future pretax earnings and cash flows with an interest rate adjustment of 10% above and below the rates in effect as of December 31, 2012 and 2011. We calculated this effect
both on a
single year basis and an accumulated basis using a present value calculation for all variable-rate debt instruments. For U.S. $- denominated activities, we used an exchange rate of
Euro 1.00 = U.S. $1.285 as of December 31, 2012 and of Euro 1.00 = U.S. $1.392 as of December 31, 2011.

We
monitor our exposure to interest rate fluctuations and may enter into hedging arrangements to mitigate our exposure to increases in interest rates if we believe it is prudent to do
so. We have eight interest rate derivatives outstanding as of December 31, 2012, as follows:



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FOREIGN EXCHANGE SENSITIVITY

Our manufacturing subsidiaries are mainly located in Italy and our sales and distribution facilities are maintained worldwide. We also have a manufacturing
facility in the United States that distributes Oakley products worldwide. As such, we are vulnerable to foreign currency exchange rate fluctuations in two principal areas:



Economic Risk.A strengthening of the Euro relative to other
currencies in which we receive revenues
could negatively impact the demand for our products manufactured in Italy and/or reduce our gross margins. However, our Oakley manufacturing facility in the United States offsets the reduced margins
of our Italy-manufactured products, the costs of which are in Euro, as we expand Oakley's sales in Euro-denominated countries. We expect that the weakening of the Euro will have the
reverse effect. In addition, to the extent that our receivables and payables are denominated in different currencies, exchange rate fluctuations could further impact our reported results of
operations. However, our production cycles are relatively short and our receivables and payables are generally short-term in nature. As a result, we do not believe that we currently have
significant exposure in this area. We will, if we believe it is necessary, enter into foreign exchange contracts to hedge certain of these transactions, which could include sales, receivables and/or
payables balances.

IAS 39
requires that all derivatives, whether designated as a hedging relationship or not, be recorded on the balance sheet at fair value regardless of the purpose or intent for
holding them. If a derivative is designated as a fair-value hedge, changes in the fair value of the derivative and the related change in the hedge item are recognized in operations. If a
derivative is designated as a cash-flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income in the consolidated statement of changes in equity and
are recognized in the consolidated statements of income when the hedged item affects operations. For a derivative that does not qualify as a hedge, changes in fair value are recognized in operations.

From
time to time, we use derivative financial instruments, principally currency forward agreements, as part of our risk management policy to reduce our exposure to market risks from
changes in foreign exchange rates. As of December 31, 2011, we had several currency forward derivatives and option structures replicating forward contracts (zero cost collar) with a maturity no
longer than 180 days. We may enter into other foreign exchange derivative financial instruments when we assess that the risk can be hedged effectively.

Translation Risk.A substantial portion of revenues and costs
are denominated in various currencies
other than Euro. The following table provides information about our revenues and costs denominated in various currencies for the years ended December 31, 2012 and 2011, and is not meant to be a
tabular disclosure of market risk:

2012

U.S. Dollars

Euro

Other

TotalRevenues


57.4
%

17.1
%

25.5
%

100.0
%Costs and operating expenses


53.7
%

22.7
%

23.6
%

100.0
%




U.S. Dollars2011

Euro

Other

TotalRevenues


57.0
%

18.6
%

24.4
%

100.0
%Costs and operating expenses


55.5
%

24.3
%

20.2
%

100.0
%


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Because
a large portion of our revenues and expenses are denominated in U.S. dollars, translation risk resulting from fluctuations in the exchange rate between the U.S. dollar and the
Euro, our reporting currency, could have a material effect on our reported financial position and results of operations. The effect of a 10% weakening of the U.S. dollar against the Euro as compared
to the actual 2012 and 2011 average exchange rate between the U.S. dollar and Euro would have been a decrease in income before taxes of Euro 56.7 million and of
Euro 39.9 million, respectively. In addition, a significant change in the mix of revenues or expenses between or among geographic or operating segments could increase or decrease our
exposure to other currency exchange rate fluctuations. We will continue to monitor our exposure to exchange rate fluctuations and enter into hedging arrangements if and to the extent we believe it to
be appropriate.

The
acquisitions of OPSM in 2003, Cole in 2004 and Oakley in 2007 have further increased our exposure to fluctuations in currency exchange rates. The majority of the operations, assets
and liabilities of Cole and Oakley are denominated in U.S. dollars, while, for OPSM and a part of the Oakley business, the operations, assets and liabilities are mostly denominated in Australian
dollars.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Persons depositing shares in our deposit facility with Deutsche Bank Trust Company Americas are charged a fee for each issuance of
ADSs, including issuances resulting from distributions of shares, share dividends, share splits, bonus and rights distributions and other property, and for each surrender of ADSs in exchange for
deposited shares. Persons depositing shares also may be charged for the following expenses:

1.     Expenses
incurred by the depositary, the custodian or their respective agents in connection with inspections of the relevant share register maintained by the local
registrar and/or performing due diligence on the central securities depository for Italy: an annual fee of U.S. $1.00 per 100 ADSs (such fee to be assessed against holders of record as at the date or
dates set by the depositary as it sees fit and collected at the discretion of the depositary, subject to the Company's prior consent, by billing such holders for such fee or by deducting such fee from
one or more cash dividends or other cash distributions);

2.     Taxes
and other governmental charges incurred by the depositary or the custodian on any ADS or ordinary shares underlying an ADS, including any applicable interest and
penalties thereon, and any share transfer or other taxes and other governmental charges;

3.     Cable,
telex, electronic transmission and delivery expenses;

4.     Transfer
or registration fees for deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities including those of
a central depository for securities (where applicable);

5.     Expenses
of the depositary in connection with the conversion of foreign currency into U.S. dollars;

6.     Fees
and expenses incurred by the depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to the shares,
deposited securities and ADSs;

7.     U.S.
$5.00 or less per 100 ADSs (or portion thereof) to the Depositary for the execution and delivery of ADRs (including in connection with the deposit of Luxottica
ordinary shares or the exercising of rights) and the surrender of ADRs as well as for the distribution of other securities;

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8.     A
maximum aggregate service fee of U.S. $2.00 per 100 ADSs (or portion thereof) per calendar year to the Depositary for the services performed by the Depositary in
administering the ADR program, including for processing any cash dividends and other cash distributions; and

9.     Any
other fees, charges, costs or expenses that may be incurred by the depositary from time to time.

If
any tax or other governmental charge is payable by the holders and/or beneficial owners of ADSs to the depositary, the depositary, the custodian or the Company may withhold or deduct
from any distributions made in respect of deposited securities and may sell for the account of the holder and/or beneficial owner any or all of the deposited securities and apply such distributions
and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.

These
charges are described more fully in Section 5.9 of the Deposit Agreement incorporated by reference as Exhibit 2.1 to this Form 20-F.

Since
January 1, 2012, we received the following direct and indirect payments from Deutsche Bank Trust Company Americas in the aggregate amount of U.S. $117,395.85 for
expenses relating to the ADR program, including:



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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we
furnish or file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding
required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the
participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2012. Based upon that evaluation, our principal executive officer and our principal financial officer have concluded that, as of December 31, 2012, our disclosure controls
and procedures are effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by the SEC rules and regulations for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in
accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework inInternal ControlIntegrated Frameworkissued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework inInternal ControlIntegrated
Framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2012.

Our
independent registered public accounting firm, PricewaterhouseCoopers S.p.A., has audited and issued its report on the effectiveness of our internal control over financial
reporting as of December 31, 2012, which appears in Item 18 of this Form 20-F.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Form 20-F, there were no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.    [RESERVED]

ITEM 16A.    AUDIT
COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that a member of our Board of Statutory Auditors, Alberto Giussani, qualifies as an "audit
committee financial expert," as defined in the SEC rules, and is "independent," as defined in such rules. The Board of Statutory Auditors has been designated by our Board of Directors as the
appropriate body to act as our "Audit Committee," as defined in the Sarbanes-Oxley Act, SEC regulations and the NYSE listing standards. See Item 16G"Corporate
GovernanceSummary of the Significant Differences Between Our Corporate Governance Practices and the Corporate Governance Standards of the New York Stock ExchangeBoard
Committees."

ITEM 16B.    CODE OF ETHICS

The Board of Directors adopted a Code of Ethics, as may be amended from time to time, that applies to our chief executive officer,
chief financial officer and all of our directors, members of management bodies, any other employees, and that is addressed to those who directly or indirectly permanently or temporarily have
relationships and dealings with the Company. We will provide a copy of our Code of Ethics without charge upon a written request sent to our registered office at Via C. Cantù 2, 20123
Milan, Italy. You may also obtain a copy of our Code of Ethics on our website atwww.luxottica.com.

In
accordance with Italian law, we adopted a Procedure for Handling Privileged Information in order to ensure that material non-public information is promptly and adequately
disclosed to the public and in compliance with the fundamental principles of transparency and truthfulness. We also adopted an Internal Dealing Procedure in order to comply with certain regulatory
amendments. The procedure governs the disclosure obligations and the limitations concerning transactions carried out on shares and other financial instruments by a "significant" person (including
directors, the main stockholders of the company and the persons closely related to them).

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

PricewaterhouseCoopers S.p.A. ("PricewaterhouseCoopers") was engaged as our independent registered public accounting firm to
audit our Consolidated Financial
Statements for the year ended December 31, 2012. Deloitte & Touche S.p.A. ("Deloitte & Touche") was engaged as our independent registered public accounting firm to audit
our Consolidated Financial Statements for the year ended December 31, 2011. Due to the nature of our operations, some PricewaterhouseCoopers and Deloitte & Touche entities and affiliates
perform other audit-related, tax and other services for the Group around the world. The Board of Statutory Auditors is responsible for the approval of all audit services for the annual audit of
Luxottica Group S.p.A.'s own financial statements and for the audit of the Consolidated Financial Statements of Luxottica Group S.p.A. and its subsidiaries, and to
pre-approve all audit-related and non-audit services permissible for all entities in the Group.

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The
following table sets forth the aggregate fees for professional services rendered by PricewaterhouseCoopers in 2012 and by Deloitte & Touche in 2011:

2012
Fees

2011
Fees(Amounts in thousands of Euro)Audit fees (including annual financial statement audit, semi-annual reviews and Sarbanes-Oxley audit)


4,068


5,176Audit-related fees (including benefit plan audits and acquisition due diligence)


368


272Tax fees (including compliance and planning)


404


6All other fees


55


Total fees


4,895


5,453


Our
Board of Statutory Auditors has approved all of the audit and non-audit fees of PricewaterhouseCoopers for the year 2012 in accordance with the pre-approval
policy set forth above.

ITEM 16D.    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We rely on the exemption from the listing standards for audit committees set forth in Exchange Act Rule 10A-3(c)(3).
We believe that such reliance will not materially adversely affect the ability of our Board of Statutory Auditors to act independently and to satisfy the other requirements of the SEC rules.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

From January 1, 2012 to December 31, 2012, our affiliate, Delfin S.à r.l., an entity established
and controlled by Mr. Del Vecchio, made the following purchases of our ordinary shares:

Average Price
Paid per
Ordinary
Share (in
Euro)Total Number of
Ordinary Shares PurchasedDelfin S.à r.l. Purchases of our Ordinary Shares by MonthMay 2012


700,000


27.30June 2012


2,000


27.05August 2012


400,000


27.81November 2012


200,000


31.10December 2012


100,000


31.69Total year ended December 31, 2012


1,402,000


28.30


For
additional information, see Item 7"Major Shareholders and Related Party Transactions."

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ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On April 28, 2011, PricewaterhouseCoopers S.p.A. was appointed as our independent registered public accounting firm for a
nine-year term commencing with the fiscal year starting on January 1, 2012. The change in auditors was made pursuant to an Italian law that requires mandatory rotation of
independent audit firms for public companies. Because of the limitations set forth in this law, we did not seek to renew Deloitte & Touche's contract when it expired and Deloitte &
Touche did not attempt to stand for reappointment. The replacement of Deloitte & Touche by PricewaterhouseCoopers was approved by our stockholders upon a proposal of our Board of Statutory
Auditors. PricewaterhouseCoopers was engaged as our auditor for the fiscal year ended December 31, 2012 and Deloitte & Touche was engaged as our auditor for the fiscal years ended
December 31, 2011 and 2010.

During
the fiscal years ended December 31, 2011 and 2010, and the period from January 1, 2012 to April 27, 2012 (the date on which our Report on
Form 20-F for the year ended December 31, 2011 was filed with the SEC), there were no (1) disagreements (as defined in the instructions to Item 16F of
Form 20-F) with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to their satisfaction, would have caused them to make reference thereto in connection with their opinion, or (2) reportable events (as defined in Item 16F of
Form 20-F).

The
audit report of Deloitte & Touche on the Consolidated Financial Statements of Luxottica Group S.p.A. and its subsidiaries as of and for the years ended
December 31, 2011 and 2010, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The
audit report of Deloitte & Touche on the effectiveness of internal control over financial reporting as of December 31, 2011 did not contain any adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During
the two most recent fiscal years prior to the appointment of PricewaterhouseCoopers as our independent registered accounting firm, neither we nor anyone on our behalf consulted
PricewaterhouseCoopers regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on our consolidated financial statements, nor has PricewaterhouseCoopers provided to us a written report or oral advice that PricewaterhouseCoopers concluded was an important factor
considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" with Deloitte &
Touche, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, or a "reportable event,"
as that term is described in Item 16F(a)(1)(v) of Form 20-F.

ITEM 16G.    CORPORATE GOVERNANCE

SUMMARY OF THE SIGNIFICANT DIFFERENCES BETWEEN OUR CORPORATE GOVERNANCE PRACTICES AND THE CORPORATE GOVERNANCE STANDARDS OF THE NEW YORK STOCK EXCHANGE



On November 4, 2003, the New York Stock Exchange (the "NYSE") established new corporate governance rules for listed companies.
Under these NYSE rules, we are permitted, as a listed foreign private issuer, to adhere to the corporate governance standards of our home country in lieu of certain NYSE corporate governance rules, so
long as we disclose the significant ways in which our corporate governance practices differ from those followed by U.S. companies under the NYSE listing standards.

We
adopted the Italian Code of Corporate Governance issued by Borsa Italiana in March 2006 (the "Code of Corporate Governance"). Our corporate governance practices are governed
principally by the

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Code
of Corporate Governance, and generally by the rules and regulations of Commissione Nazionale per le Società e la Borsa, or Consob for Italian companies (collectively, the "Italian
Corporate Governance Policies"). Under the Code of Corporate Governance, we are permitted not to comply with certain rules, as long as we disclose the reason for non-compliance.

In
December 2011, Borsa Italiana S.p.A. issued a new Code of Corporate Governance. We implemented its recommendations during 2012 and have included information about the
implementation of the new Code of Corporate Governance in our Corporate Governance Report published in 2013.

The
following is a brief summary of the significant differences between our corporate governance practices in accordance with the Italian Corporate Governance Policies and those followed
by U.S. companies under the NYSE listing standards.



The NYSE listing standards provide that the board of directors of a U.S. listed company must consist of a majority of independent
directors and that certain committees must consist solely of independent directors. A director qualifies as independent only if the board affirmatively determines that the director has no material
relationship with the company, either directly or indirectly. The listing standards enumerate a number of relationships that preclude independence. In addition, non-management directors of
a U.S. listed company are required to meet at regularly scheduled executive sessions without management.

The
Code of Corporate Governance recommends that an "adequate number" of non-executive and independent directors serve on the board of directors of an Italian company, but
does not require the board of directors to consist of a majority of independent directors. Italian law requires that at least one director or, in the event the board of directors is composed of more
than seven members, at least two directors must fulfill the requirements to be independent. In addition, the Code of Corporate Governance recommends that, for companies included in the FTSE MIB Index
(such as Luxottica), at least 1/3 of the Board of Directors shall be composed of independent directors.

The
standards for determining director independence under the Code of Corporate Governance are substantially similar to the NYSE listing standards for U.S. listed companies. The Code of
Corporate Governance recommends that our independent directors meet at executive sessions without management once per year or else we have to disclose the reason they did not meet in our Annual Report
on Corporate Governance.

Pursuant
to the Code of Corporate Governance, our Board of Directors has evaluated that, among its 13 members, seven directors are independent: Messrs. Abravanel, Cattaneo,
Costamagna, Mangiagalli and Reboa and Mses. Magistretti and Puccio. This number of independent directors complies with the "adequate number" of non-management directors recommended. During
2012, our lead independent director, Marco Reboa, convened one meeting of independent directors.



The NYSE listing standards require a U.S. listed company to have an audit committee, a nominating/corporate governance committee and a
compensation committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. The
NYSE listing standards
contain detailed requirements for the audit committees of U.S. listed companies. Some, but not all, of these requirements also apply to non-U.S. listed companies such as us. Italian law,
on the other hand, requires neither the establishment of board committees nor the adoption of written committee charters.

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Italian
law requires companies to appoint a Board of Statutory Auditors. The Board of Directors has designated the Board of Statutory Auditors as the appropriate body to act as the
"Audit Committee," as defined in the Sarbanes-Oxley Act, SEC regulations and the NYSE listing standards. It operates in accordance with Italian law, the Company's By-laws and the
"Regulations Governing the Duties of the Board of Statutory Auditors in accordance with U.S. Audit Committee Requirements." The Board of Statutory Auditors has acted as the Audit Committee since the
annual meeting of stockholders on June 14, 2006. Additional information regarding our Board of Statutory Auditors is set forth below.

With
respect to the nomination of directors and auditors, Italian law requires lists of nominees to be filed with the registered office of the Company, at least 25 days before its
ordinary meeting of stockholders. The Company shall make the lists available to the public at least 21 days before the general meeting. The Code of Corporate Governance also recommends that, if
an Italian listed company appoints a committee to select, or recommends the selection by the board of directors of, director nominees for the next ordinary meeting of stockholders, a majority of this
committee be comprised of independent directors. The Company has elected not to appoint a committee to select, or recommend the selection of, director nominees.

The
Code of Corporate Governance requires that, unless the reason for non-compliance is disclosed, Italian listed companies shall appoint a Compensation Committee and that
its members shall all be independent directors. As an alternative, the committee shall be composed of non-executive directors, the majority of whom are independent. In such a case, the
chairman of the committee shall be an independent director. Our Human Resources Committee performs the functions of a compensation committee, including the review of our officers' compensation and our
stock option plans. On April 27, 2012, the Board of Directors of the Company appointed the members of the Human Resources Committee from among independent members of the Board of Directors. The
Human Resources Committee reports to the Board of Directors at least twice a year.

For
more information on the resolution adopted by the Company to comply with the provisions of the Corporate Governance Policies, please see our Annual Report on Corporate Governance
available on the Company website atwww.luxottica.com.



The Code of Corporate Governance also requires the establishment of a Control and Risk Committee. Our Control and Risk Committee
consists of four independent directors. The committee has investigative, advisory and proposal-making functions concentrating on, among other matters, the internal control system, the proper use of
accounting principles in conjunction with our administration managers and auditors and the process for the identification and management of corporate risks. The committee reports to the Board of
Directors at least twice a year. The members of the Control and Risk Committee, appointed by the Board of Directors on April 27, 2012, are Mario Cattaneo, who is Chairman, Marco Mangiagalli,
Elisabetta Magistretti and Marco Reboa, each an independent director.



Our Board of Statutory Auditors consists of three regular members and two alternate members. The Board of Statutory Auditors is
appointed by our stockholders and serves for a period of three years. Italian law establishes the qualifications of candidates that may be appointed as members of the Board of Statutory Auditors. The
office of Member of the Board of Statutory Auditors in a listed company pursuant to Italian law may not be assumed by any individual who holds the same position in five other listed companies. Our
By-laws are required to ensure that at least one member of the Board of Statutory Auditors and one Alternate Auditor may be elected by our minority stockholders. Our By-laws
comply with this requirement by providing that at least one regular member, who shall serve as Chairman of the

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Board
of Statutory Auditors, and one alternate member may be elected by our minority stockholders in accordance with Italian law.

The
Board of Statutory Auditors oversees our compliance with our By-laws and applicable laws and the adequacy of our internal control system and accounting and administrative
system. See Item 6"Directors, Senior Management and Employees" for further details. The Board of Statutory Auditors is required to attend all meetings of our stockholders and
the meetings of our Board of Directors. The Board of Statutory Auditors is also required to notify Consob if we fail to comply with our By-laws or any applicable laws.



The NYSE listing standards require each U.S. listed company to adopt, and post on its website, a code of business conduct and ethics
for its directors, officers and employees. Under SEC rules, all companies required to submit periodic reports to the SEC, including us, must disclose in their annual reports whether they have adopted
a code of ethics for their chief executive officer and senior financial officers. In addition, they must file a copy of the code with the SEC, post the text of the code on their website or
undertake to provide a copy upon request to any person without charge. There is significant, though not complete, overlap between the code of business conduct and ethics required by the NYSE listing
standards and the code of ethics for the chief financial officer and senior financial officers required by the SEC's rules.

In
accordance with SEC rules, we have adopted a Code of Ethics, which contains provisions in compliance with SEC requirements. Our Code of Ethics is available on our website at www.luxottica.com.



The NYSE listing standards require U.S. listed companies to seek stockholder approval for certain equity compensation plans. Italian
law requires Italian listed companies to submit any incentive plans based on securities and reserved to directors of the company or its subsidiaries or to employees and capital increases of shares
reserved for issuance under their equity compensation plans to stockholders for their approval at the meeting of stockholders. In accordance with Italian law, our stockholders approved capital
increases of shares reserved for issuance under our existing stock option plans in 1998, 2001 and 2006. In accordance with Italian law, our stockholders also approved our 2008 PSP Plan.



The NYSE listing standards require U.S. listed companies to adopt, and post on their websites, a set of corporate governance
guidelines. The guidelines must address,
among other things, director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing
education, management succession and an annual performance evaluation of the Board of Directors. In addition, the chief executive officer of a U.S. listed company must certify to the NYSE annually
that he or she is not aware of any violations by the company of the NYSE's corporate governance listing standards. The certification must be disclosed in the company's annual report to stockholders.

Italian
law requires that listed companies annually report to their stockholders on their corporate governance system. Our Company complies with such requirement. You may find our Annual
Report on Corporate Governance on our website atwww.luxottica.com.

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In 2010, the Board of Directors adopted a procedure governing the approval of related party transactions in order to comply with new
Italian regulations. "Related Party Transactions" are transactions in which there is a transfer of resources, services or obligations between "Related Parties" (as defined in the procedure),
regardless of whether consideration has been given.

The
procedure shall not be applied to, among others, "Small Amount Transactions," which are transactions in which the foreseeable maximum consideration or value does not exceed
(i) Euro 250,000 per year for remuneration of a member of management or control body or managers in strategic roles or (ii) Euro 2.5 million for other Related Party
Transactions. The procedure shall not be applied to related party transactions with or between our controlled companies.

The
Board of Directors resolved, as authorized based on, among other things, the interested parties involved in each individual transaction, that (i) the Human Resources
Committeecomposed of independent directorsshall be involved and consulted regarding transactions for the remuneration and economic benefits of the members of the management
and control bodies and managers in strategic roles and (ii) the Control and Risk Committee (previously the Internal Control Committee) shall be involved and consulted regarding other
transactions with related parties. Our Related Party Transactions Procedure is available on our website atwww.luxottica.com.

ITEM 16H.    MINE SAFETY DISCLOSURE.

Not applicable.

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PART III

ITEM 17.    FINANCIAL STATEMENTS

Not applicable.

ITEM 18.    FINANCIAL STATEMENTS



INDEX TO CONSOLIDATED FINANCIAL STATEMENTSReports of Independent Registered Public Accounting Firms


F-1Consolidated Statements of Financial Position for the Years Ended December 31, 2012
and 2011


F-3Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and
2010


F-4Consolidated Statements of Comprehensive Income for the Years Ended
December 31, 2012, 2011 and 2010


F-5Consolidated Statements of Changes in Equity for
the Years Ended December 31, 2012, 2011 and 2010


F-6Consolidated Statements of Cash Flows for the
Years Ended December 31, 2012, 2011 and 2010


F-7Notes to Consolidated Financial Statements


F-9


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of Luxottica Group S.p.A.

In
our opinion, the accompanying consolidated statement of financial position as of December 31, 2012 and the related consolidated statements of income, comprehensive income,
changes in equity and cash flows for the year then ended present fairly, in all material respects, the financial position of Luxottica Group S.p.A. and its subsidiaries at December 31, 2012,
and the results of their operations and their cash flows for the year then ended in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2012, based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing in Item 15 of
this Annual Report on Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our
integrated audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/
PricewaterhouseCoopers S.p.A.

Milan,
Italy
April 23, 2013

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of Luxottica Group S.p.A.

We
have audited the accompanying consolidated statement of financial position of Luxottica Group S.p.A. (an Italian corporation) and subsidiaries (the "Company") as of
December 31, 2011, and the related consolidated statements of income, stockholders' equity, comprehensive income and cash flows for each of the two years in the period ended December 31,
2011. Our audits also included the consolidated financial statement schedule listed in the index at Item 18 of the
Company's Annual Report of Form 20-F for the year ended December 31, 2011. These financial statements and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Luxottica Group S.p.A. and subsidiaries as of
December 31, 2011, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2011, in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/
Deloitte & Touche S.p.A.

Milan,
Italy
April 19, 2012

F-2

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

(Amounts in thousands of Euro)

Note
reference

2012

2011ASSETSCURRENT ASSETS:Cash and cash equivalents

6


790,093


905,100Accounts receivable

7


698,755


668,239Inventories

8


728,767


649,506Other assets

9


209,250


230,850Total current assets




2,426,866


2,453,695NON-CURRENT ASSETS:Property, plant and equipment

10


1,192,394


1,159,436Goodwill

11


3,148,770


3,090,563Intangible assets

11


1,345,688


1,350,921Investments

12


11,745


8,754Other assets

13


147,036


157,255Deferred tax assets

14


169,662


153,701Total non-current assets




6,015,294


5,920,629TOTAL ASSETS




8,442,160


8,374,325LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIES:Short-term borrowings

15


90,284


193,834Current portion of long-term debt

16


310,072


498,295Accounts payable

17


682,588


608,327Income taxes payable

18


66,350


39,859Short-term provisions for risks and other charges

19


66,032


53,337Other liabilities

20


589,658


533,801Total current liabilities




1,804,984


1,927,454NON-CURRENT LIABILITIES:Long-term debt

21


2,052,107


2,244,583Employee benefits

22


191,710


197,675Deferred tax liabilities

14


227,806


232,337Long-term provisions for risks and other charges

23


119,612


80,400Other liabilities

24


52,702


66,756Total non-current liabilities




2,643,936


2,821,751STOCKHOLDERS' EQUITY:Capital stock

25


28,394


28,041Legal reserve

25


5,623


5,600Reserves

25


3,497,584


3,244,362Treasury shares

25


(91,929
)

(117,418
)Net income

25


541,700


452,343Luxottica Group stockholders' equity

25


3,981,372


3,612,928Non-controlling interests

26


11,868


12,192Total stockholders' equity




3,993,240


3,625,120TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY




8,442,160


8,374,325


F-3

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Table of Contents

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts in thousands of Euro)

Note
reference

2012

2011

2010Net sales

5


7,086,142


6,222,483


5,798,035Cost of sales




2,379,093


2,168,065


1,990,205Gross profit




4,707,049


4,054,419


3,807,831Selling and advertising




2,841,961


2,509,783


2,367,979General and administrative




883,038


737,495


727,693Total operating expenses




3,725,000


3,247,278


3,095,672Income from operations




982,049


807,140


712,159Other income/(expense)Interest income

27


18,910


12,472


8,494Interest expense

27


(138,140
)

(121,067
)

(106,987
)Othernet

27


(6,463
)

(3,273
)

(8,130
)Income before provision for income taxes




856,357


695,272


605,535Provision for income taxes

27


(310,476
)

(236,972
)

(218,219
)Net income from continuing operations




545,881


458,300


387,315Discontinued operations










19,944Net income




545,881


458,300


407,258Of which attributable to:Luxottica Group stockholders




541,700


452,343


402,187Non-controlling interests




4,181


5,957


5,072NET INCOME




545,881


458,300


407,258Weighted average number of shares outstanding:Basic




464,643,093


460,437,198


458,711,441Diluted




469,573,841


463,296,262


460,535,397EPS (in Euro):Basicfrom continuing operations




1.17


0.98


0.83Basicfrom discontinued operations










0.04Basic




1.17


0.98


0.88Dilutedfrom continuing operations




1.15


0.98


0.83Dilutedfrom discontinued operations










0.04Diluted




1.15


0.98


0.87


F-4

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Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts in thousands of Euro)

2012

2011

2010Net income


545,881


458,300


407,258Other comprehensive income:Cash flow hedgenet of tax of Euro 6.5 million, Euro 11.4 million and Euro 0.3 million
as of December 31, 2012, 2011 and 2010, respectively


13,700


21,114


(3,223
)Currency translation differences


(64,010
)

72,660


233,518Actuarial (loss)/gain on defined benefit plansnet of tax of Euro 13.6 million,
Euro 22.9 million and Euro 4.6 million as of December 31, 2012, 2011 and 2010, respectively


(24,952
)

(37,186
)

(8,744
)Total other comprehensive incomenet of tax


(75,262
)

56,588


221,551Total comprehensive income for the period


470,619


514,888


628,810Attributable to:Luxottica Group stockholders' equity


466,204


508,722


622,949Non-controlling interests


4,415


6,166


5,861Total comprehensive income for the period


470,619


514,888


628,810


F-5

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Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY    FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

Capital stockAdditional
paid-in
capital



Stock
options
reserve

Translation
of foreign
operations
and other





Non-
controlling
interests(Amounts in thousands of Euro)

Number
of shares

Amount

Legal
reserve

Retained
earnings

Treasury
shares

Stockholders'
equityNote 25

Note 26Balance as of January 1, 2010


464,386,383


27,863


5,561


166,912


2,900,213


124,563


(405,160
)

(82,713
)

2,737,239


16,376Total Comprehensive Income as of December 31, 2010














390,220





232,729





622,949


5,861Exercise of stock options


1,690,827


101





22,316














22,417


Non-cash stock-based compensationnet of taxes of Euro 1.7 million

















34,621








34,621


Excess tax benefit on stock options











2,084














2,084


Investments in treasury shares net of taxes of Euro 16.5 million











27,511











(29,816
)

(2,305
)

Dividends (Euro 0.35 per ordinary share)














(160,630
)










(160,630
)

(9,208
)Allocation of legal reserve








17





(17
)













Balance as of December 31, 2010


466,077,210


27,964


5,578


218,823


3,129,786


159,184


(172,431
)

(112,529
)

3,256,375


13,029Total Comprehensive Income as of December 31, 2011














436,271





72,451





508,722


6,166Exercise of stock options


1,274,467


77





18,132














18,209


Non-cash stock-based compensation

















44,555








44,555


Excess tax benefit on stock options











60














60


Investments in treasury shares























(10,473
)

(10,473
)

Gifting of shares to employees














(5,584
)







5,584





Change in the consolidation perimeter














(1,995
)










(1,995
)

(2,911
)Dividends (Euro 0.44 per ordinary share)














(202,525
)










(202,525
)

(4,092
)Allocation of legal reserve








22





(22
)













Balance as of December 31, 2011


467,351,677


28,041


5,600


237,015


3,355,931


203,739


(99,980
)

(117,418
)

3,612,928


12,192Total Comprehensive Income as of December 31, 2012














530,448





(64,244
)




466,204


4,415Exercise of stock options


5,886,520


353





87,913














88,266


Non-cash stock-based compensation

















37,547








37,547


Excess tax benefit on stock options











3,814














3,814


Granting of treasury shares to employees














(25,489
)







25,489





Change in the consolidation perimeter





























8Dividends (Euro 0.49 per ordinary share)














(227,386
)










(227,386
)

(4,748
)Allocation of legal reserve








23





(23
)













Balance as of December 31, 2012


473,238,197


28,394


5,623


328,742


3,633,481


241,286


(164,224
)

(91,929
)

3,981,372


11,868


F-6

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Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS    FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Amounts in thousands of Euro)

2012

2011

2010Income before provision for income taxes


856,357


695,272


605,535Stock-based compensation


41,365


44,496


32,940Depreciation, amortization and impairment


358,281


323,889


322,062Net loss on disposals of fixed assets and other


32,700


16,570


4,990Financial expenses


138,140


121,067


106,987Other non-cash items(*)


14,237


(19,710
)

(7,058
)Changes in accounts receivable


(34,568
)

(16,441
)

2,771Changes in inventories


(80,534
)

(30,520
)

(36,544
)Changes in accounts payable


61,472


51,053


86,667Changes in other assets/liabilities


39,393


(14,023
)

75,578Total adjustments


570,485


476,381


588,393Cash provided by operating activities


1,426,842


1,171,653


1,193,928Interest paid


(120,762
)

(122,520
)

(132,969
)Taxes paid


(265,651
)

(228,235
)

(229,326
)Net Cash provided by operating activities


1,040,429


820,898


831,633Additions of property, plant and equipment


(261,518
)

(228,634
)

(230,358
)Purchases of businessesnet of cash acquired(**)


(99,738
)

(123,600
)

(121,761
)Sales of businessesnet of cash disposed








5,520Investments in equity investees








(20,684
)Additions to intangible assets


(117,005
)

(107,646
)

Cash used in investing activities


(478,261
)

(459,880
)

(367,283
)Long-term debt:Proceeds


512,700


250,610


881,705Repayments


(935,173
)

(230,447
)

(930,362
)Increase in short-term lines of credit





14,270


(Decrease) in short-term lines of credit


(102,018
)




(5,475
)Exercise of stock options


88,267


18,210


22,416(Purchase)/sale of treasury shares





(10,473
)

14,195Dividends


(232,134
)

(206,617
)

(169,839
)Cash used in financing activities


(668,358
)

(164,447
)

(187.360
)Increase/(decrease) in cash and cash equivalents


(106,190
)

196,571


276,990Cash and cash equivalents, beginning of the period


905,100


679,852


380,081Effect of exchange rate changes on cash and cash equivalents


(8,817
)

28,677


22,781Cash and cash equivalents, end of the period


790,093


905,100


679,852


F-7

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Table of Contents

F-8

---





Table of Contents

Luxottica Group S.p.A.Registered office at Via C. Cantù 220123 Milan Share capital
€ 28,394,291.82Authorized and issued



Notes to the
CONSOLIDATED FINANCIAL STATEMENTS
As of DECEMBER 31, 2012

GENERAL INFORMATION

Luxottica Group S.p.A. (the "Company") is a corporation with a registered office in Milan, Italy, at Via C. Cantù 2.

The
Company and its subsidiaries (collectively, the "Group") operate in two industry segments: (1) manufacturing and wholesale distribution; and (2) retail distribution.

Through
its manufacturing and wholesale distribution operations, the Group is engaged in the design, manufacturing, wholesale distribution and marketing of proprietary brands and
designer lines of mid- to premium-priced prescription frames and sunglasses, as well as of performance optics products.

Through
its retail operations, as of December 31, 2012, the Company owned and operated 6,417 retail locations worldwide and franchised an additional 543 locations principally
through its subsidiaries Luxottica Retail North America, Inc., Sunglass Hut Trading, LLC, OPSM Group Limited, Oakley, Inc. ("Oakley") and Multiópticas Internacional
S.L.

In
line with prior years, the retail division's fiscal year is a 52- or 53-week period ending on the Saturday nearest December 31. The accompanying
consolidated financial statements include the operations of all retail divisions for the 52-week periods for fiscal years 2012, 2011 and 2010. The use of a calendar fiscal year by these
entities would not have had a material impact on the consolidated financial statements.

The
Company is controlled by Delfin S.à r.l., a company subject to Luxembourg law.

These
consolidated financial statements were authorized to be issued by the Board of Directors of the Company at its meeting on February 28, 2013.

BASIS OF PREPARATION

The consolidated financial statements as of December 31, 2012 have been prepared in accordance with the International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board ("IASB") as of the date of approval of these consolidated financial statements by the Board of Directors of the Company.

IFRS
are all the international accounting standards ("IAS") and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), previously named the
Standing Interpretation Committee ("SIC").

The
principles and standards utilized in preparing these consolidated financial statements have been consistently applied through all periods presented.

In
order to provide the reader of these consolidated financial statements with a meaningful comparison of the information included in the consolidated financial statements as of
December 31, 2012, certain prior year comparative information in the financial statements has been revised to conform to the current year presentation. The revisions relate to the offsetting of
Euro 224.0 million of deferred tax assets against deferred tax liabilities within the same tax jurisdiction and the offsetting of

F-9

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

Euro 45.8 million
from premiums and discounts to customers against accounts receivable that were previously classified within "Other Liabilities." The Company has determined that the
revisions are immaterial to the previously reported financial statements. In addition, provisions for risks and other charges and employee benefits that were presented in other liabilities in 2011 are
now separately disclosed.

In
addition in order to provide the reader with a more meaningful understanding of the information included in the consolidated statement of cash flows, taxes and interests paid are now
presented separately within the cash provided by operating activities section. Additionally, the change in bank overdrafts (included in short-term borrowings within the consolidated
statements of financial position) is now presented as cash from the financing activities. Bank overdrafts were previously reported as reduction of cash and cash equivalents.

These
consolidated financial statements are composed of a consolidated statement of income, a consolidated statement of comprehensive income, a consolidated statement of financial
position, a consolidated statement of cash flows, a consolidated statement of changes in equity and related notes to the Consolidated Financial Statements.

The
Company's reporting currency for the presentation of the consolidated financial statements is the Euro. Unless otherwise specified, the figures in the statements and within these
Notes to the Consolidated Financial Statements are expressed in thousands of Euro.

The
Company presents its consolidated statement of income using the function of expense method. The Company presents current and non-current assets and current and
non-current liabilities as separate classifications in its consolidated statements of financial position. This presentation of the consolidated statement of income and of the consolidated
statement of financial position is believed to provide the most relevant information. The consolidated statement of cash flows was prepared and presented utilizing the indirect method.

The
financial statements were prepared using the historical cost convention, with the exception of certain financial assets and liabilities for which measurement at fair value is
required.

The
consolidated financial statements have been prepared on a going concern basis. Management believes that there are no financial or other indicators presenting material uncertainties
that may cast significant doubt upon the Group's ability to meet its obligations in the foreseeable future and in particular in the next 12 months.

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION PRINCIPLES

Subsidiaries

Subsidiaries are any entities over which the Group has the power to govern the financial and operating policies (as defined by
IAS 27Consolidated and Separate Financial Statements), generally with an ownership of more than one half of the voting rights. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

F-10

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

The
Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured as the fair value
of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the
acquiree at the non-controlling interest's proportionate share of the acquiree's net assets.

The
excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in
the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired
in the case of a bargain purchase, the difference is recognized directly in the consolidated statement of income.

In
business combinations achieved in stages, the Group remeasures its previously held equity interest in the acquiree at its acquisition date fair value and recognizes the resulting gain
or loss, if any, in operating income reflecting the Group's strategy to continue growing through acquisitions.

Inter-company
transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.

The
individual financial statements used in the preparation of the consolidated financial statements are prepared and approved by the administrative bodies of the individual companies.

Transactions with non-controlling interests

Transactions with non-controlling interests are treated as transactions with equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains
or losses on disposals to non-controlling interests are also recorded in equity.

When
the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in
profit or loss.

Associates

Associates are any entities over which the Group has significant influence but not control, generally with ownership of between 20% and
50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost.

The
Group's share of its associates' post-acquisition profits or losses is recognized in the consolidated statement of income, and its share of post-acquisition
movements in other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
When the Group's share of losses in an

F-11

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

associate
equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments
on behalf of the associate.

Unrealized
gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealized losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the
Group.

Dilution
gains and losses arising in investments in associates are recognized in the consolidated statement of income.

Other companies

Investments in entities in which the Group does not have either control or significant influence, generally with ownership of less than
20%, are originally recorded at cost and subsequently measured at fair value.

Translation of the financial statements of foreign companies

The Group records transactions denominated in foreign currency in accordance with IAS 21The
Effect of Changes in Foreign Exchange Rates.

The
results and financial position of all the Group entities (none of which have the currency of a hyper-inflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:

(a)   assets
and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of
financial position;

(b)   income
and expenses for each consolidated statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

(c)   all
resulting exchange differences are recognized in other comprehensive income.

Goodwill
and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

The
exchange rates used in translating the results of foreign operations are reported in theExchange Rates Attachmentto the Notes to the
Consolidated Financial Statements.

COMPOSITION OF THE GROUP

During 2012, the composition of the Group changed due to the acquisition of the Brazilian entity, TecnolTécnica Nacional de
Oculos Ltda., and two European entities, Sun Planet Retail S.L. in Spain and Sun Planet (Portugal)Oculos de Sol, S.A. in Portugal. Please refer to Note 4 "Business
Combinations," and Note 11 "Goodwill and Intangible assets" for a description of the primary changes to the composition of the Group.

F-12

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Investments qualify as cash equivalents only when they have a maturity of three months
or less from the date of the acquisition.

Accounts receivable and other receivables

Accounts receivable and other receivables are carried at amortized cost. Losses on receivables are measured as the difference between
the receivables' carrying amount and the present value of estimated future cash flows discounted at the receivables' original effective interest rate computed at the time of initial recognition. The
carrying amount of the receivables is reduced through an allowance for doubtful accounts. The amount of the losses on written-off accounts is recorded in the consolidated statement of
income within selling expenses.

Subsequent
collections of previously written-off receivables are recorded in the consolidated statement of income as a reduction of selling expenses.

Inventories

Inventories are stated at the lower of the cost determined by using the average annual cost method by product line, which approximates
the weighted average cost, and the net realizable value. Provisions for write-downs for raw materials and finished goods which are considered obsolete or slow moving are computed taking into account
their expected future utilization and their realizable value. The realizable value represents the estimated sales price, net of estimated sales and distribution costs.

Property, plant and equipment

Property, plant and equipment are measured at historical cost. Historical cost includes expenditures that are directly attributable to
the acquisition of the items. After initial recognition, property, plant and equipment is carried at cost less accumulated depreciation and any accumulated impairment loss. The depreciable amount of
the items of property, plant and equipment, measured as the difference between

F-13

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

their
cost and their residual value, is allocated on a straight-line basis over their estimated useful lives as follows:

Buildings and building improvements

From 19 to 40 yearsMachinery and equipment

From 3 to 12 yearsAircraft

25 yearsOther equipment

From 5 to 8 yearsLeasehold Improvements

The lower of 15 years or the residual duration of the lease
contract


Depreciation
ends on the date on which the asset is classified as held for sale, in compliance with IFRS 5Non-Current Assets Held
for Sale and Discontinued Operations.

Subsequent
costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance costs are charged to the
consolidated statement of income during the financial period in which they are incurred.

Borrowing
costs that are directly attributable to the acquisition, construction or production of a qualifying item of property, plant and equipment are capitalized as part of the cost of
that asset.

Upon
disposal or when no future economic benefits are expected from the use of an item of property, plant and equipment, its carrying amount is derecognized. The gain or loss arising
from derecognition is included in profit and loss.

Assets held for sale

Assets held for sale include non-current assets (or disposal groups) whose carrying amount will be primarily recovered
through a sale transaction rather than through continuing use and whose sale is highly probable in the short term. Assets held for sale are measured at the lower of their carrying amount and their
fair value, less costs to sell.

Finance and operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of income on a straight-line basis over the lease
term.

Leases
where lessees bear substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease's commencement at the lower
of the fair value of the leased property and the present value of the minimum lease payments.

F-14

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Each
finance lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in "long-term
debt" in the statement of financial position. The interest element of the finance cost is charged to the consolidated statement of income over the lease period. The assets acquired under finance
leases are depreciated over the shorter of the useful life of the asset and the lease term.

Intangible assets

(a)Goodwill

Goodwill
represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of
acquisition. Goodwill is tested at least annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the
disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(b)Trademarks and other intangible assets

Separately
acquired trademarks and licenses are shown at historical cost. Trademarks, licenses and other intangible assets, including distribution networks and franchisee agreements,
acquired in a business combination are recognized at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortization and
accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful lives.

Contractual
customer relationships acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have a finite useful life
and are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized over the expected life of the customer relationship.

All
intangible assets are subject to impairment tests, as required by IAS 36Impairment of Assets, if there are
indications that the assets may be impaired.

Trademarks
are amortized on a straight-line basis over periods ranging between 20 and 25 years. Distributor network, customer relation contracts and lists are
amortized on a straight-line basis or on an accelerated basis (projecting diminishing cash flows) over periods ranging between 3 and 25 years. Other intangible assets are amortized
on a straight-line basis over periods ranging between 3 and 7 years.

Impairment of assets

Intangible assets with an indefinite useful life, for example goodwill, are not subject to amortization and are tested at least
annually for impairment.

Tangible
assets and intangible assets with a definite useful life are subject to amortization and are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair

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As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

value
less costs to sell and value in use. For the purposes of assessing impairment, tangible and intangible assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Intangible assets other than goodwill are reviewed at each reporting date to assess whether there is an indication that an impairment loss recognized in
prior periods may no longer exist or has decreased. If such an indication exists, the loss is reversed and the carrying amount of the asset is increased to its recoverable amount, which may not exceed
the carrying amount that would have been determined if no impairment loss had been recorded. The reversal of an impairment loss is recorded in the consolidated statement of income.

Financial assets

The financial assets of the Group fall into the following categories:

(a)Financial assets at fair value through profit and loss

Financial
assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of
selling in the short term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current or non-current
assets based on their maturity.

Transaction
costs are immediately recognized in the consolidated statement of income.

After
initial recognition, financial assets at fair value through profit and loss are measured at their fair value each reporting period. Gains and losses deriving from changes in fair
value are recorded
in the consolidated statement of income in the period in which they occur. Dividend income from financial assets at fair value through profit or loss is recognized in the consolidated statement of
income as part of other income when the Group's right to receive payments is established.

(b)Loans and receivables

Loans
and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets,
except for those with maturities greater than 12 months or which are not expected to be repaid within 12 months after the end of the reporting period. These are classified as
non-current assets. The Group's loans and receivables are comprised of trade and other receivables. Loans and receivables are initially measured at their fair value plus transaction costs.
After initial recognition, loans and receivables are measured at amortized cost, using the effective interest method.

(c)Financial assets available for sale

Available-for-sale
financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the
other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.
Financial assets available for sale are initially measured at their fair value plus transaction costs. After initial recognition, financial assets available for sale are carried at fair value. Any
changes in fair value are recognized in other comprehensive income. Dividend income from financial assets held for sale is recognized in the consolidated statement of income as part of other income
when the Group's right to receive payments is established.

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As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

A
regular way purchase or sale of financial assets is recognized using the settlement date.

Financial
assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks
and rewards of ownership.

The
fair value of listed financial instruments is based on the quoted price on an active market. If the market for a financial asset is not active (or if it refers to
non-listed securities), the Group defines the fair value by utilizing valuation techniques. These techniques include using recent arms-length market transactions between
knowledgeable willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flows analysis, and pricing models based on
observable market inputs, which are consistent with the instruments under valuation.

The
valuation techniques are primarily based on observable market data as opposed to internal sources of information.

At
each reporting date, the Group assesses whether there is objective evidence that a financial asset is impaired. In the case of investments classified as financial assets held for
sale, a prolonged or significant decline in the fair value of the investment below its cost is also considered an indicator that the asset is impaired. If any such evidence exists for an
available-for-sale financial asset, the cumulative loss, measured as the difference between the cost of acquisition and the current fair value, net any impairment loss
previously recognized in the consolidated statement of income, is removed from equity and recognized in the consolidated statement of income.

Any
impairment loss recognized on an investment classified as an available-for-sale financial asset is not reversed.

Derivative financial instruments

Derivative financial instruments are accounted for in accordance with IAS 39Financial
Instruments: Recognition and Measurement.

At
the date the derivative contract is entered into, derivative instruments are accounted for at their fair value and, if they are not designated as hedging instruments, any changes in
fair value after initial recognition are recognized as components of net income for the year. If, on the other hand, derivative instruments meet the requirements for being classified as hedging
instruments, any subsequent changes in fair value are recognized according to the following criteria, as illustrated below.

The
Group designates certain derivatives as instruments for hedging specific risks associated with highly probable transactions (cash flow hedges).

For
each derivative financial instrument designated as a hedging instrument, the Group documents the relationship between the hedging instrument and the hedged item, as well as the risk
management objectives, the hedging strategy and the methodology to measure the hedging effectiveness. The hedging effectiveness of the instruments is assessed both at the hedge inception date and on
an ongoing basis. A hedging instrument is considered highly effective when both at the inception date and during the life of the instrument, any changes in fair value of the derivative instrument
offset the changes in fair value or cash flows attributable to the hedged items.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

If
the derivative instruments are eligible for hedge accounting, the following accounting criteria are applicable:



Accounts payable and other payables

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less from the reporting date. If not, they are presented as non-current liabilities.

Accounts
payable are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Long-term debt

Long-term debt is initially recorded at fair value, less directly attributable transaction costs, and subsequently measured
at its amortized cost by applying the effective interest method. If there is a change in expected cash flows, the carrying amount of the long term debt is recalculated by computing the present value
of estimated future cash flows at the financial instrument's original effective interest

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Notes to the
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As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

rate.
Long-term debt is classified under non-current liabilities when the Group retains the unconditional right to defer the payment for at least 12 months after the
balance sheet date and under current liabilities when payment is due within 12 months from the balance sheet date.

Long-term
debt is removed from the statement of financial position when it is extinguished, i.e. when the obligation specified in the contract is discharged, canceled
or expires.

Current and deferred taxes

The tax expense for the period comprises current and deferred tax.

Tax
expenses are recognized in the consolidated statement of income, except to the extent that they relate to items recognized in OCI or directly in equity. In this case, tax is also
recognized in OCI or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the
countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Interest and penalties associated with these positions are
included in "provision for income taxes" within the consolidated statement of income.

Deferred
income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset
or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantially enacted as of the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income
tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be
utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred tax liabilities where the timing of the reversal of the
temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when
there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Employee benefits

The Group has both defined benefit and defined contribution plans.

A
defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further
contributions if the fund

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Notes to the
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As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

does
not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

A
defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive upon
retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the consolidated statement of financial position in respect of defined
benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, together with adjustments for unrecognized
past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits
will be paid and that have terms to maturity approximating the terms of the related pension obligation.

Actuarial
gains and losses due to changes in actuarial assumptions or to changes in the plan's conditions are recognized as incurred in the consolidated statement of comprehensive
income.

For
defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has
no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefits expenses when they are due. Prepaid contributions are recognized as an asset
to the extent that a cash refund or a reduction in future payments is available.

Provisions for risks

Provisions for risks are recognized when:



Provisions
are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. Risks that are possible are
disclosed in the notes. Risks that are remote are not disclosed or provided for.

Share-based payments

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from
employees as consideration for equity instruments (options). The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to
be expensed is determined by reference to the fair value of the options granted.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

The
total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period,
the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original
estimates, if any, in the consolidated statement of income, with a corresponding adjustment to equity.

Recognition of revenues

Revenue is recognized in accordance with IAS 18Revenue. Revenue
includes sales of merchandise (both wholesale and retail), insurance and administrative fees associated with the Group's managed vision care business, eye exams and related professional services, and
sales of merchandise to franchisees along with other revenues from franchisees such as royalties based on sales and initial franchise fee revenues.

Wholesale
division revenues are recognized from sales of products at the time title and the risks and rewards of ownership of the goods are assumed by the customer. The products are not
subject to formal customer acceptance provisions. In some countries, the customer has the right to return products for a limited period of time after the sale. However, such right of return does not
impact the timing of revenue recognition. Accordingly, the Group records an accrual for the estimated amounts to be returned. This estimate is based on the Group's right of return policies and
practices along with historical data and sales trends. There are no other post-shipment obligations. Revenues received for the shipping and handling of goods are included in sales and the
costs associated with shipments to customers are included in operating expenses.

Retail
division revenues are recognized upon receipt by the customer at the retail location. In some countries, the Group allows retail customers to return goods for a period of time
and, as such, the Group records an accrual for the estimated amounts to be returned. This accrual is based on the historical return rate as a percentage of net sales and the timing of the returns from
the original transaction date. There are no other post-shipment obligations. Additionally, the retail division enters into discount programs and similar relationships with third parties
that have terms of twelve or more months. Revenues under these arrangements are recognized upon receipt of the products or services by the customer at the retail location. Advance payments and
deposits from customers are not recorded as revenues until the product is delivered. The retail division also includes managed vision care revenues consisting of both fixed fee and fee for service
managed vision care plans. For fixed fee plans, the plan sponsor pays the Group a monthly premium for each enrolled subscriber. Premium revenue is recognized as earned during the benefit coverage
period. Premiums are generally billed in the month of benefit coverage. Any unearned premium revenue is deferred and recorded within other current liabilities on the consolidated statement of
financial position. For fee for service plans, the plan sponsor pays the Company a fee to process its claims. Revenue is recognized as the services are rendered. This revenue is presented as third
party administrative services revenue. For these programs, the plan sponsor is responsible for funding the cost of claims. Accruals are established for amounts due under these relationships estimated
to be uncollectible.

Franchise
revenues based on sales by franchisees (such as royalties) are accrued and recognized as earned. Initial franchise fees are recorded as revenue when all material services or
conditions relating to the sale of the franchise have been substantially performed or satisfied by the Group and when the

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

related
store begins operations. Allowances are established for amounts due under these relationships when they are determined to be uncollectible.

The
Group licenses to third parties the rights to certain intellectual property and other proprietary information and recognizes royalty revenues when earned.

The
wholesale and retail divisions may offer certain promotions during the year. Free frames given to customers as part of a promotional offer are recorded in cost of sales at the time
they are delivered to the customer. Discounts and coupons tendered by customers are recorded as a reduction of revenue at the date of sale.

Use of accounting estimates

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and
assumptions which influence the value of assets and liabilities as well as revenues and costs reported in the consolidated statement of financial position and in the consolidated statement of income,
respectively or the disclosures included in the notes to the consolidated financial statements in relation to potential assets and liabilities existing as of the date the consolidated financial
statements were authorized for issue.

Estimates
are based on historical experience and other factors. The resulting accounting estimates could differ from the related actual results. Estimates are periodically reviewed and
the effects of each change are reflected in the consolidated statement of income in the period in which the change occurs.

The
current economic and financial crisis has resulted in the need to make assumptions on future trends that are characterized by a significant degree of uncertainty and, therefore, the
actual results in future years may significantly differ from the estimate.

The
most significant accounting principles which require a higher degree of judgment from management are illustrated below.

(a)   Valuation
of receivables. Receivables from customers are adjusted by the related allowance for doubtful accounts in order to take into account their recoverable amount.
The determination of the amount of write-downs requires judgment from management based on available documentation and information, as well as the solvency of the customer, and based on past experience
and historical trends;

(b)   Valuation
of inventories. Inventories which are obsolete and slow moving are periodically evaluated and written down in the case that their recoverable amount is lower
than their carrying amount. Write-downs are calculated on the basis of management assumptions and estimates which are derived from experience and historical results;

(c)   Valuation
of deferred tax assets. The valuation of deferred tax assets is based on forecasted results which depend upon factors that could vary over time and could have
significant effects on the valuation of deferred tax assets;

(d)   Income
taxes. The Group is subject to different tax jurisdictions. The determination of tax liabilities for the Group requires the use of assumptions with respect to
transactions whose fiscal consequences are not yet certain at the end of the reporting period. The Group recognizes liabilities which could result from future inspections by the fiscal authorities on
the basis of an estimate of the amounts expected to be paid to the taxation authorities. If the result of the abovementioned inspections

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

differs
from that estimated by Group management, there could be significant effects on both current and deferred taxes;

(e)   Valuation
of goodwill. Goodwill is subject to an annual impairment test. This calculation requires management's judgment based on information available within the Group
and the market, as well as on past experience; and

(f)    Benefit
plans. The Group participates in benefit plans in various countries. The present value of pension liabilities is determined using actuarial techniques and
certain assumptions. These assumptions include the discount rate, the expected return on plan assets, the rates of future compensation increases and rates relative to mortality and resignations. Any
change in the abovementioned assumptions could result in significant effects on the employee benefit liabilities.

Earnings per share

The Company determines earnings per share and earnings per diluted share in accordance with
IAS 33Earnings per Share. Basic earnings per share are calculated by dividing profit or loss attributable to ordinary equity holders
of the parent entity by the weighted average number of shares outstanding during the period. For the purpose of calculating the diluted earnings per share, the Company adjusts the profit and loss
attributable to ordinary equity holders, and the weighted average number of shares outstanding, for the effect of all dilutive potential ordinary shares.

Treasury Shares

Treasury shares are recorded as a reduction of stockholders' equity. The original cost of treasury shares, as well as gains or losses
on the purchase, sale or cancellation of treasury shares, are recorded in the consolidated statement of changes in equity.

2.  NEW ACCOUNTING PRINCIPLES

New
and amended accounting standards and interpretations, if not early adopted, must be adopted in the financial statements issued after the applicable effective date. There are no new
IFRSs or IFRICs (International Financial Reporting Interpretations Committee) that are effective for the first
time starting from January 1, 2012 and that had a significant impact on the consolidated financial statements of the Group as of December 31, 2012.

Amendments and interpretations of existing principles which are effective for reporting periods beginning after January 1, 2013 and not early adopted.

IFRS 9Financial instruments,issued in November 2009. The standard is the first step in the process to replace
IAS 39Financial instruments: recognition and measurement. IFRS 9 introduces new requirements for classifying and measuring
financial assets. The new standard reduces the number of categories of financial assets pursuant to IAS 39 and requires that all financial assets be: (i) classified on the basis of the
model which a company has adopted in order to manage its financial activities and on the basis of the cash flows from financing activities; (ii) initially measured at fair value plus any
transaction costs in the case of financial assets not measured at fair value through profit and loss; and (iii) subsequently measured at their fair value or at the amortized cost. IFRS 9
also provides that embedded derivatives which fall within the scope of IFRS 9 must no longer be separated from the primary contract which contains them and states that a company may decide to
directly recordwithin

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

2.  NEW ACCOUNTING PRINCIPLES (Continued)

the
consolidated statement of comprehensive incomeany changes in the fair value of investments which fall within the scope of IFRS 9. The standard is not applicable until
January 1, 2015, but is available for early adoption. The Group has not early adopted and is assessing the full impact of adopting IFRS 9.

IFRS 10Consolidated Financial Statements,issued in May 2011. The new model replaces the current duality of
IAS 27 and SIC12. The standard states that an investor, regardless of the nature of its involvement with an entity (the investee), shall determine whether it is a parent by assessing whether it
controls the investee. An investor controls an investee if and only if the investor has (i) the power over the investee, (ii) exposure, or rights, to variable returns from its
involvement with the investee and (iii) the ability to use its power over the investee to affect the amount of the investor's returns.

IFRS 10
defines relevant activities as activities of the investee that significantly affect the investee's returns. Based on the new standard (i) power arises from rights
(for the purpose of assessing power,
only substantive rights are considered), (ii) there are possibilities of having power with less than 50% of voting rights, and (iii) potential voting rights are considered only if they
are substantive, differently from IAS 27, under which only potential voting rights that are currently exercisable or convertible were relevant to determining control. The new standard
introduces some factors to identifying whether a party is acting as an agent or a principal.

Concurrently
with IFRS 10 the IASB issued in May 2011 IAS 27Separate Financial Statements, which prescribes the
accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. IFRS 10 and IAS 27 supersede
IAS 27Consolidated and separate financial statements(as amended in 2008).

IFRS 10
and IAS 27 are effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted so long as IFRS 11, IFRS 12
and IAS 28 (2011) are adopted at the same time. The Group has not early adopted IFRS 10 and believes that the application of the standard will not have a significant impact on its
consolidated financial statements.

IFRS 12Disclosure of Interests in Other Entities,issued in May 2011. IFRS 12 provides expanded disclosures
about an entity's interests in subsidiaries, associates and joint arrangements. IFRS 12 moves away from requiring a 'boiler-plate' list of disclosures to a more principles based approach.
IFRS 12 applies only to the consolidated accounts. Disclosures relating to separate accounts are addressed in the revised IAS 27Separate Financial
Statements. IFRS 12 also provides a new set of disclosures related to unconsolidated structured entities. The new disclosures should enable users to understand the
nature and extent of the entity's interests in unconsolidated structured entities and to evaluate the nature of risks associated with the structured entity. IFRS 12 provides a definition of a
structured entity. IFRS 12 does not require disclosures for the interests in the other unconsolidated entities, which are outside of the definition of a structured entity. The standard is
effective for annual periods beginning on or after January 1, 2013. Earlier application is encouraged. An entity can choose to provide any of the disclosures in IFRS 12 without being
forced to adopt IFRS 10, IFRS 11, IFRS 12, IAS 27 (revised) or IAS 28 (revised). The Group has not early adopted IFRS 12 and believes that the application of
the standard will not have a significant impact on its consolidated financial statements.

IFRS 11Joint Arrangements,issued in May 2011. IFRS 11 supersedes IAS 31 and SIC-13 Jointly Controlled EntitiesNon-Monetary
Contributions by Venturers. IFRS 11 mainly addresses two aspects of
IAS 31: (a) the structure of the arrangement was the only determinant of the accounting and (b) that an entity had a choice of accounting treatment for interests in jointly
controlled entities. Based on the new standard the 'types' of joint arrangements are reduced to two: joint operations and joint ventures. In a

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

2.  NEW ACCOUNTING PRINCIPLES (Continued)

joint
operation the parties that have joint control have rights to the assets and obligations for the liabilities. In a joint venture the parties that have joint control have rights to the net assets
of the arrangements. The policy choice in IAS 31 of proportionate consolidation for jointly controlled entities has been eliminated while equity accounting has been made mandatory for
participants in joint ventures. Entities that participate in joint operations are required to recognize their share of the assets, liabilities, revenues and expenses in accordance with applicable
IFRS. The new standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted so long as IFRS 10, IFRS 12, IAS 27 (2011)
and IAS 28 (2011) are adopted at the same time. The Group has chosen not to early adopt this standard and believes that IFRS 11 will not have a material impact on the Group consolidated
financial statements.

IFRS 13Fair value measurement,issued in May 2011. IFRS 13 sets out a single IFRS framework for measuring fair
value and provides comprehensive guidance on how to measure the fair value of both financial and non-financial assets and liabilities. IFRS 13 applies when another IFRS requires or
permits fair value measurement or disclosures about fair value measurements, thus it does not set out requirements on "when to" apply fair value measurement. IFRS 13 became effective on
January 1, 2013. The Group has not early adopted IFRS 13 and believes that the application of the standard will not have a significant impact on its consolidated financial statements.

Amendments
to IAS 1Presentation of Items of Other Comprehensive Income,issued in June 2011. The amendments require
separate presentation of items of other comprehensive income that are reclassified subsequently to profit or loss (recyclable) and those that are not reclassified to profit or loss
(non-recyclable). If items of other comprehensive income are presented before tax, then income tax is allocated to each respective group. The amendments do not change the existing option
to present an entity's performance in two statements; and do not address the content of performance statements (i.e., what is recognized in profit or loss and what is recognized in other
comprehensive income) or recycling issues (i.e., what can be reclassified (recycled) subsequently to profit or loss and what cannot). The amendments are effective for fiscal years commencing
after July 1, 2012. The Group has not early adopted the amendments to IAS 1.

Amendments
to IAS 19Employee benefits,issued in June 2011. The standards make significant changes to the recognition
and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. Actuarial gains and losses are renamed 'remeasurements' and will be
recognized immediately in 'other comprehensive income' (OCI) and will never be recycled to profit and loss in subsequent periods. Past-service costs will be recognized in the period of a
plan amendment; unvested benefits will no longer be spread over a futureservice period. A curtailment now occurs only when an entity reduces significantly the number of employees.
Curtailment gains/losses are accounted for as past-service costs. Annual expense for a funded benefit plan will include net interest expense or income, calculated by applying the discount
rate to the net defined benefit asset or liability. There will be less flexibility in income statement presentation. Benefit cost will be split between (i) the cost of benefits accrued in the
current period (service cost)
and benefit changes (past-service cost, settlements and curtailments) and (ii) finance expense or income. This analysis can appear in the income statement or in the notes. The
standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Group has not early adopted the standard. The Group estimated that the
application of the standard will result in an increase in pension expense in 2013 of approximately Euro 17.5 million (approximately Euro 11.9 million and
Euro 11.0 million in 2012 and 2011, respectively).

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

2.  NEW ACCOUNTING PRINCIPLES (Continued)

IAS 28Investments in associates and Joint ventures,issued in May 2011. The standard supersedes IAS 28
Investments in associates as amended in 2003. The standard incorporates the accounting for joint ventures and certain amendments discussed by the standard setting board during its deliberations on the
exposure draft ED 9. The standard is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted so long as IFRS 10, IFRS 11,
IFRS 12 and IAS 27 (2011) are adopted at the same time. The Group has chosen not to early adopt this standard and believes that IAS 28 will not have a material impact on the
Group's consolidated financial statements.

Amendments
to IFRS 7 and IAS 32Offsetting financial assets and financial liabilities. The amendments require
additional quantitative information that enables the users to better compare and reconcile the information provided by the presentation of financial statements as a result of the application of
IFRS 7 and IAS 32. The amendment is effective for annual periods beginning on or after January 1, 2013. The Group believes that the amendment will not have a material impact on
its consolidated financial statements.

On
May 17, 2012, the IASB issued the Improvements to IFRS, which are summarized below. The Group believes that these amendments will not have a significant impact on its
consolidated financial statements. The amendments are applicable to reporting periods beginning on or after January 1, 2013. Early adoption is permitted, however, the Group has not elected to
early adopt any of the following:



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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS

The assets of the Group are exposed to different types of financial risk: market risk (which includes exchange rate risks, interest rate risk relative to fair value variability and cash
flow uncertainty), credit risk and liquidity risk. The risk management strategy of the Group aims to stabilize the results of the Group by minimizing the potential effects due to volatility in
financial markets. The Group uses derivative financial instruments, principally interest rate and currency swap agreements, as part of its risk management strategy.

Financial
risk management is centralized within the Treasury department which identifies, evaluates and implements financial risk hedging activities, in compliance with the Financial
Risk Management
Policy guidelines approved by the Board of Directors, and in accordance with the Group operational units. The Policy defines the guidelines for any kind of risk, such as the exchange rate risk, the
interest rate risk, credit risk and the utilization of derivative and non-derivative instruments. The Policy also specifies the management activities, the permitted instruments, the limits
and proxies for responsibilities.

(a)Exchange rate risk

The
Group operates at the international level and is therefore exposed to exchange rate risk related to the various currencies with which the Group operates. The Group only manages
transaction risk. The transaction exchange rate risk derives from commercial and financial transactions in currencies other than the functional currency of the Group, i.e., the Euro.

The
primary exchange rate to which the Group is exposed is the Euro/USD exchange rate.

The
exchange rate risk management policy defined by the Group's management states that transaction exchange rate risk must be hedged for a percentage between 50% and 100% by trading
forward currency contracts or permitted option structures with third parties.

This
exchange rate risk management policy is applied to all subsidiaries, including companies which have been recently acquired.

If
the Euro/USD exchange rate increases by 10% as compared to the actual 2012 and 2011 average exchange rates and all other variables remain constant, the impact on net income and equity
would have been a decrease of Euro 56.7 million and Euro 39.9 million, in 2012 and 2011, respectively. If the Euro/USD exchange rate decreases by 10% as compared to the
actual 2012 and 2011 average exchange rates and all other variables remain constant, the impact on net income and equity would have been an increase of Euro 69.3 million and
Euro 48.8 million in 2012 and 2011, respectively. Even if exchange rate derivative contracts are stipulated to hedge future commercial transactions as well as assets and liabilities
previously recorded in the financial statements in foreign currency, these contracts, for accounting purposes, may not be accounted for as hedging instruments.

(b)Price risk

The
Group is generally exposed to price risk associated with investments in bond securities which are classified as assets at fair value through profit and loss. As of
December 31, 2012 and 2011, the Group investment portfolio was fully divested. As a result, there was no exposure to price risk on
such dates. The investment portfolio, in accordance with contractual obligations, must not exceed a value at risk (VAR) of 2% with a confidence level of 99%. The Group will periodically monitor the
VAR level.

F-27

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

(c)Credit risk

c1)
Credit risk exists in relation to accounts receivable, cash, financial instruments and deposits in banks and other financial institutions.

The
credit risk related to commercial counterparties is locally managed and monitored by a group credit control department for all entities included in the Wholesale distribution
segment. Credit risk which originates within the retail segment is locally managed by the companies included in the retail segment.

Losses
on receivables are recorded in the financial statements if there are indicators that a specific risk exists or as soon as risks of potential insolvency arise, by determining an
adequate accrual for doubtful accounts.

The
allowance for doubtful accounts used for the Wholesale segment and in accordance with the credit policy of the Group is determined by assigning a rating to customers according to the
following categories:





The
Group does not have significant concentrations of credit risk. In any case, there are proper procedures in place to ensure that the sales of products and services are made to
reliable customers on the basis of their financial position as well as past experience and other factors. Credit limits are defined according to internal and external evaluations that are based on
thresholds approved by the Board of Directors.

Moreover,
the Group has entered into an agreement with an insurance company in order to cover the credit risk associated with customers of Luxottica Trading and Finance Ltd. in
those countries where the Group does not have a direct presence.

c2)  With
regards to credit risk related to the management of financial resources and cash availabilities, the risk is managed and monitored by the Group Treasury Department
through financial guidelines to ensure that all the Group subsidiaries maintain relations with primary bank counterparties. Credit limits with respect to the primary financial counterparties are based
on evaluations and analyses that are implemented by the Group Treasury Department.

F-28

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

Within
the Group there are various shared guidelines governing the relations with the bank counterparties, and all the companies of the Group comply with the "Financial Risk Policy"
directives.

Usually,
the bank counterparties are selected by the Group Treasury Department and cash availabilities can be deposited, over a certain limit, only with counterparties with elevated
credit ratings, as defined in the policy.

Operations
with derivatives are limited to counterparties with solid and proven experience in the trading and execution of derivatives and with elevated credit ratings, as defined in the
policy, in addition to being subordinate to the undersigning of an ISDA Master Agreement. In particular, counterparty risk of derivatives is mitigated through the diversification of the counterparty
banks with which the Group deals. In this way, the exposure with respect to each bank is never greater than 25% of the total notional amount of the derivatives portfolio of the Group.

During
the course of the year, there were no situations in which credit limits were exceeded. Based on the information available to the Group, there were no potential losses deriving
from the inability of the abovementioned counterparties to meet their contractual obligations.

(d)Liquidity risk

The
management of the liquidity risk which originates from the normal operations of the Group involves the maintenance of an adequate level of cash availabilities as well as financial
availabilities through an adequate amount of committed credit lines.

With
regards to the policies and actions that are used to mitigate liquidity risks, the Group takes adequate actions in order to meet its obligations. In particular, the
Group:



The
following tables include a summary, by maturity date, of assets and liabilities at December 31, 2012 and December 31, 2011. The reported balances are contractual and
undiscounted figures. With regards to forward foreign currency contracts, the tables relating to assets report the flows relative to only receivables. These amounts will be counterbalanced by the
payables, as reported in the tables relating to liabilities. With regards to interest rate swaps, the cash flows include the settlement of the interest spread, both positive and negative, which expire
during different periods. The various maturity

F-29

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

date
categories represent the period of time between the date of the financial statements and the contractual maturity date of the obligations, whether receivable or payable.

(Amounts in thousands of Euro)

Less than
1 year

From 1 to
3 years

From 3 to
5 years

Beyond
5 yearsAs of December 31, 2012Cash and cash equivalents


790,093








Derivatives receivable


6,048








Accounts receivable


698,755








Other current assets


54,425













(Amounts in thousands of Euro)

Less than
1 year

From 1 to
3 years

From 3 to
5 years

Beyond
5 yearsAs of December 31, 2011Cash and cash equivalents


905,100








Derivatives receivable


1,307








Accounts receivable


714,033








Other current assets


59,973













(Amounts in thousands of Euro)

Less than
1 year

From 1 to
3 years

From 3 to
5 years

Beyond
5 yearsAs of December 31, 2012Debt owed to banks and other financial institutions


416,538


1,107,256


229,120


1,086,670Derivatives payable


1,119








Accounts payable


682,588








Other current liabilities


535,541













(Amounts in thousands of Euro)

Less than
1 year

From 1 to
3 years

From 3 to
5 years

Beyond
5 yearsAs of December 31, 2011Debt owed to banks and other financial institutions


776,519


1,135,223


660,935


688,962Derivatives payables


28,403


372





Accounts payable


608,327








Other current liabilities


523,075











(e)Interest rate risk

The
interest rate risk to which the Group is exposed primarily originates from long-term debt. Such debt accrues interest at both fixed and floating rates.

With
regard to the risk arising from fixed-rate debt, the Group does not apply specific hedging policies since it does not deem the risk to be material.

F-30

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

Floating-rate
debt exposes the Group to a risk from the volatility of the interest rates (cash flow risk). In relation to this risk, and for the purposes of the related
hedging, the Group utilizes derivate contracts, specifically Interest Rate Swap (IRS) agreements, which exchange the floating rate for a fixed rate, thereby reducing the risk from interest rate
volatility.

The
risk policy of the Group requires the maintenance of a percentage of fixed-rate debt that is greater than 25% and less than 75% of total debt. This percentage is managed
by entering into fixed rate debt agreements or by utilizing IRS agreements, when required.

On
the basis of various scenarios, the Group calculates the impact of rate changes on the consolidated statement of income. For each scenario, the same interest rate change is utilized
for all currencies. The various scenarios only include those liabilities at floating rates that are not hedged with fixed interest rate swaps. On the basis of these scenarios, the impact as of
December 31, 2012 and net of tax effect of an increase/decrease of 100 basis points on net income, in a situation with all other variables unchanged, would have been a maximum decrease of
Euro 3.0 million (Euro 3.1 million as of December 31, 2011) or a maximum increase of Euro 3.0 million (Euro 3.1 million as of
December 31, 2011).

With
reference to IRS agreements utilized to hedge against cash flow risk as of December 31, 2012, and in the event that interest rates increased/decreased by 100 basis points,
with all other variables unchanged, the stockholders' equity reserves would have been, respectively, greater by Euro 0.2 million (Euro 4.0 million as of December 31,
2011), net of tax effect, and lower by Euro 4.1 million as of December 31, 2011 (not applicable to 2012), net of tax effect, in connection with the increase/decrease of the fair
value of the derivatives used for the cash flow hedges.

Plus 100 basis points

Minus 100 basis pointsAs of December 31, 2012(Amounts in millions of Euro)

Net income

Reserve

Net income

ReserveLiabilities


(3.0
)




3.0


Hedging derivatives (cash flow hedges)





0.2





N/A




Plus 100 basis points

Minus 100 basis pointsAs of December 31, 2011(Amounts in millions of Euro)

Net income

Reserve

Net income

ReserveLiabilities


(3.1
)




3.1


Hedging derivatives (cash flow hedges)





4.0





(4.1
)


F-31

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

For the purposes of fully disclosing information about financial risks, a reconciliation between classes of financial assets and liabilities and the types of
financial assets and liabilities identified on the basis of IFRS 7 requirements is reported below (in thousands of Euro):

3. FINANCIAL RISKS (Continued)

Financial
assets
at fair
value through
profit and loss

Loans and
receivables

Investments
held until
maturity

Financial
assets
available
for sale

Financial
liabilities at
fair value
through
profit and loss

Hedging
derivatives

Total

Note(*)December 31, 2012Cash and cash equivalents





790,093














790,093


6Accounts receivable





698,755














698,755


7Other current assets


6,048


48,377














54,425


9Other non-current assets





62,718














62,718


13Short-term borrowings





90,284














90.284


15Current portion of long-term debt





310,072














310,072


16Accounts payable





682,588














682,588


17Other current liabilities





534,422








681


438


535,541


20Long-term debt





2,052,107














2,052,107


21Other non-current liabilities





52,702














52,702


24




Financial
assets
at fair
value through
profit and loss

Loans and
receivables

Investments
held until
maturity

Financial
assets
available
for sale

Financial
liabilities at
fair value
through
profit and loss

Hedging
derivatives

Total

Note(*)December 31, 2011Cash and cash equivalents





905,100














905,100


6Accounts receivable





714,033














714,033


7Other current assets


668


59,305














59,973


9Other non-current assets





50,374














50,374


13Short-term borrowings





193,834














193,834


15Current portion of long-term debt





498,295














498,295


16Accounts payable





608,327














608,327


17Other current liabilities





507,017








3,890


12,168


523,075


20Long-term debt





2,244,583














2,244,583


21Other non-current liabilities





58,263











8,550


66,813


24


*The
numbers reported above refer to the paragraphs within these notes to the consolidated financial statements in which the financial assets and liabilities
are further explained.


(f)Default risk: negative pledges and financial covenants

The
financing agreements of the Group (see note 21) require compliance with negative pledges and financial covenants, as set forth in the respective agreements, with the exception
of our bond issues dated November 10, 2010 and March 19, 2012, which require compliance only with negative pledges.

With
regards to negative pledges, in general, the clauses prohibit the Company and its subsidiaries from granting any liens or security interests on any of their assets in favor of third
parties without the consent of the lenders over a threshold equal to 30% of the Group consolidated stockholders' equity. In addition, the sale of assets of the Company and its subsidiaries is limited
to a maximum threshold of 30% of consolidated assets.

Default
with respect to the abovementioned clausesand following a grace period during which the default can be remediedwould be considered a material breach of
the contractual obligations pursuant to the financing agreements of the Group.

F-32

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

Financial
covenants require the Group to comply with specific levels of financial ratios. The most significant covenants establish a threshold for the ratio of net debt of the Group to
EBITDA (Earnings before interest, taxes, depreciation and amortization) as well as EBITDA to financial charges and priority debt to share equity. The covenants are reported in the following table:

Net Financial Position/Pro forma EBITDA

<3.5 xEBITDA/Pro forma financial charges

>5 xPriority Debt/Share Equity

<20 x


In
the case of a failure to comply with the abovementioned ratios, the Group may be called upon to pay the outstanding debt if it does not correct such default within a period of 15
business days from the date of reporting such default.

Compliance
with these covenants is monitored by the Group at the end of each quarter and, as of December 31, 2012, the Group was fully in compliance with these covenants. The
Group also analyzes the trend of these covenants in order to monitor its compliance and, as of today, the analysis indicates that the ratios of the Group are below the thresholds which would result in
default.

(g)Fair value

In
order to determine the fair value of financial instruments, the Group utilizes valuation techniques which are based on observable market prices (Mark to Model). These techniques
therefore fall within Level 2 of the hierarchy of Fair Values identified by IFRS 7. In order to select the appropriate valuation techniques to utilize, the Group complies with the
following hierarchy:

The
Group determined the fair value of the derivatives existing on December 31, 2012 through valuation techniques which are commonly used for instruments similar to those traded
by the Group. The models applied to value the instruments are based on a calculation obtained from the Bloomberg information service. The input data used in these models are based on observable market
prices (the Euro and USD interest rate curves as well as official exchange rates on the date of valuation) obtained from Bloomberg.

As
of January 1, 2009, the Group had adopted the amendments to IFRS 7 for financial instruments which are valued at fair value. The amendments to IFRS 7 refer to
valuation hierarchy techniques which are based on three levels:



F-33

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

3. FINANCIAL RISKS (Continued)

The
following table summarizes the financial assets and liabilities of the Group valued at fair value (in thousands of Euro):

Fair Value Measurements at
Reporting Date Using:Classification within
the Consolidated
Statement of
Financial PositionDecember 31, 2012Description

Level 1

Level 2

Level 3Foreign Exchange Contracts

Other current assets


6,048





6,048


Interest Rate Derivatives

Other non-current liabilities











Foreign Exchange Contracts and Interest Rate Derivatives

Other current liabilities


1,119





1,119







Fair Value Measurements at
Reporting Date Using:Classification within
the Consolidated
Statement of
Financial PositionDecember 31, 2011Description

Level 1

Level 2

Level 3Foreign Exchange Contracts

Other current assets


668





668


Interest Rate Derivatives

Other non-current liabilities


8,550





8,550


Foreign Exchange Contracts and Interest Rate Derivatives

Other current liabilities


16,058





16,058





As
of December 31, 2012 and 2011, the Group did not have any Level 3 fair value measurements.

The
Group maintains policies and procedures with the aim of valuing the fair value of assets and liabilities using the best and most relevant data available.

The
Group portfolio of foreign exchange derivatives includes only forward foreign exchange contracts on the most traded currency pairs with maturity less than one year. The fair value of
the portfolio is valued using internal models that use observable market inputs including Yield Curves and Spot and Forward prices.

The
fair value of the interest rate derivatives portfolio is calculated using internal models that maximize the use of observable market inputs including Interest Rates, Yield Curves and
Foreign Exchange Spot prices.

4. BUSINESS COMBINATIONS

On January 20, 2012, the Group completed the acquisition of the Brazilian entity TecnolTécnica Nacional de Oculos Ltda. ("Tecnol"). The total
consideration paid was approximately BRL 181.8 million (approximately Euro 72.5 million) with BRL 143.7 million (approximately Euro 57.2 million) paid in
January 2012 and BRL 38.4 million (approximately Euro 15.3 million) paid in October 2012. Additionally the Group assumed Tecnol net debt amounting to approximately
Euro 30.3 million.

F-34

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

4. BUSINESS COMBINATIONS (Continued)

The acquisition furthers the Group's strategy of continued expansion of its wholesale business and acquiring a manufacturing facility in South America. The goodwill of
Euro 88.8 million from the acquisition mainly reflects (i) a reduction in customs duties and transportation costs and more rapid and direct access to the Brazilian market,
(ii) the Tecnol qualified workforce that possesses the know-how necessary to quickly apply the production processes developed by the Group and (iii) the benefit of Tecnol's
existing wholesale and distribution channels.

The
Company uses various methods to calculate the fair value of the Tecnol assets acquired and the liabilities assumed. The purchase accounting for the transaction was completed as of
December 31, 2012.

The
following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands of Euro):

Cash paid


72,457Total consideration


72,457Recognized amount of identifiable assets and liabilities assumedCash and cash equivalents


6,061Accounts receivable


11,451Inventory


6,396Other current receivables


4,645Fixed assets


9,695Trademarks and other intangible assets


38,384Other long term receivables


5,358Accounts payable


(2,829
)Other current liabilities


(22,390
)Income tax payable


(431
)Long-term debt


(30,598
)Deferred income tax payable, net


(3,316
)Provisions for risks


(36,736
)Other long-term liabilities


(1,993
)Total net identifiable liabilities


(16,304
)Goodwill


88,761Total


72,457


The
provisions for risk include a contingent liability for approximately Euro 17.5 million related to certain tax risks that arose prior to the acquisition date.

The
acquisition-related costs of Euro 1.2 million were expensed as incurred. The consideration paid net of the cash acquired (Euro 6.1 million) was
Euro 66.4 million.

On
July 31, 2012, the Group completed the acquisition of more than 120 Sun Planet branded sun specialty stores in Spain and Portugal from Multiópticas
Internacional. In 2011, Luxottica acquired the Sun Planet retail chain in Latin America from the same seller. The consideration paid was

F-35

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

4. BUSINESS COMBINATIONS (Continued)

Euro 23.8 million.
Sun Planet operates approximately 90 sunglass retail locations in Spain and approximately 30 in Portugal, mainly in select malls and tourist destinations.

Goodwill
of Euro 15.3 million arising from the 2012 acquisition is mainly due to the benefit of Sun Planet's existing retail channels.

The
Company uses various methods to calculate the fair value of the Sun Planet assets acquired and the liabilities assumed. Sun Planet assets and liabilities have been calculated on an
estimated basis, since, as of the date that these consolidated financial statements were authorized for issuance, certain valuation processes were not concluded. The difference between the
consideration paid and the net assets acquired was provisionally recorded as goodwill and intangible assets. In accordance with IFRS 3, the fair value of the net assets and liabilities assumed
will be determined within 12 months from the acquisition date.

The
following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands of Euro):

Cash paid for the share capital of Sun Planet


23,839Total consideration


23,839Recognized amount of identifiable assets and liabilities assumedCash and cash equivalents


1,893Accounts receivablenet


325Inventory


2,186Other current receivables


252Fixed assets


2,660Trademarks and other intangible assets


6,656Other long-term receivables


733Accounts payable


(3,303
)Other current liabilities


(1,016
)Deferred income tax payable


(1,883
)Income tax payable


70Total net identifiable assets


8,573Noncontrolling interest


(8
)Goodwill


15,274Total


23,839


Net
sales included in the consolidated financial statements relating to Sun Planet (Spain and Portugal) starting from the acquisition date are Euro 5.5 million. Sun
Planet's impact on the Group's 2012 consolidated net income was a net loss of Euro 3.5 million. Had Sun Planet (Spain and Portugal) been consolidated from January 1, 2012, the
Group's consolidated net sales would have increased by Euro 12.8 million and net income would have decreased by Euro 0.8 million.

Transaction-related
costs of approximately Euro 0.7 million were expensed as incurred. The consideration paid net of the cash acquired (Euro 1.9 million) was
Euro 21.9 million.

F-36

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

4. BUSINESS COMBINATIONS (Continued)

On
June 16, 2009, the Company closed an agreement with Multiópticas Internacional S.L. ("MOI"), a company operating under the GMO, Econópticas and
Sun Planet retail brands in Chile, Peru, Ecuador and Colombia, pursuant to which Luxottica acquired a 40 percent participation in MOI. The total consideration paid for the acquisition of
this stake in MOI was Euro 41.4 million. Under the terms of the governing agreement, the Company had a call option for the remaining 60 percent of MOI, starting from the second
half of 2012. On May 23, 2011, the Company entered into an agreement pursuant to which it exercised in advance, in 2011, its call option on the remaining 60 percent of MOI's share
capital. Following the exercise of the call option, the Company has increased its shareholding in MOI to 100 percent.

The
total consideration for the acquisition of the additional 60 percent participation in MOI totals Euro 95.4 million and was determined on the basis of MOI's sales
and EBITDA values at the acquisition date. The acquisition furthers the Company's strategy of continued expansion of its retail business in Latin America.

The
Company uses various methods to calculate the fair value of the MOI assets acquired and the liabilities assumed. The purchase price allocation was completed at the date these
Consolidated Financial Statements were authorized for issue. The goodwill of Euro 123.5 million is not expected to be deductible for income tax purposes. The acquisition qualifies as a
business combination achieved in stages under IFRS 3.

The
Group recognized a non-recurring gain of Euro 19.0 million as a result of measuring at fair value its 40 percent equity interest in MOI held before
the business combination.
The gain is included within general and administrative expenses in the consolidated statement of income for the year ended December 31, 2011. As there is no active market, the Group considered
the consideration paid as a reasonable approximation of the equity value of MOI. The Group also took into consideration similar transactions carried out in the past and the methodology used to
determine equity values.

The
above-mentioned goodwill is mainly related to the expected growth of MOI in light of the Company's strategy to expand its retail business in Latin America.

F-37

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

4. BUSINESS COMBINATIONS (Continued)

The
following table summarizes the consideration paid and the fair value of assets acquired and liabilities assumed at the acquisition date (in thousands of Euro):

Cash


95,401Fair value of the investment in MOI held before the business combination


63,613Total consideration


159,014Recognized amount of identifiable assets and liabilities assumedCash and cash equivalents


5,608Accounts receivablenet


4,976Inventoriesnet


13,497Other current receivables


1,693Fixed assets


17,436Trademarks and other intangible assets


23,136Other long-term receivables


1,917Accounts payable


(7,778
)Other current liabilities


(4,879
)Current portion of long-term debt and short-term borrowings


(11,575
)Income tax payable


(357
)Deferred tax liabilities


(2,558
)Long-term debt


(5,339
)Other long-term liabilities


(224
)Total net identifiable assets


35,555Non-controlling interests


Goodwill


123,459Total


159,014


The
revenue included in the consolidated statement of income since July 13, 2011 that was contributed by MOI equals Euro 49.1 million. MOI also had an insignificant
loss during the same period.

Had
MOI been consolidated from January 1, 2011, the consolidated statement of income would show net sales increased by Euro 41.9 million and net income decreased by
Euro 0.3 million. The acquisition-related costs incurred to effect the business combination totaled Euro 165 thousand. The consideration paid net of the cash acquired
(Euro 5.6 million) totaled Euro 89.8 million.

5. SEGMENT INFORMATION

In accordance with IFRS 8Operating segments,the Group operates in two industry segments: (1) Manufacturing
and
Wholesale Distribution, and (2) Retail Distribution.

The
criteria applied to identify the reporting segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information periodically
analyzed by
the Group's Chief Executive Officer, in his role as Chief Operating Decision Maker, to make decisions about resources to be allocated to the segments and assess their performance.

F-38

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

5. SEGMENT INFORMATION (Continued)

Total
assets for each reporting segment are no longer disclosed as they are not regularly reported to the highest authority in the Group's decision-making process.

Manufacturing
and
Wholesale
Distribution



Inter-segment
transactions
and corporate
adjustments(c)Retail
Distribution(Amounts in thousands of Euro)

Consolidated2012Net sales(a)


2,773,073


4,313,069





7,086,142Income from operations(b)


604,494


552,691


(175,136
)

982,049Interest income











18,910Interest expense











(138,140
)Other-net











(6,463
)Income before provision for income taxes











856,357Provision for income taxes











(310,476
)Net income











545,881Of which attributable to:Luxottica stockholders











541,700Non-controlling interests











4,181Capital expenditures


148,001


224,890





372,891
(1)Depreciation and amortization


100,956


170,988


86,337


358,2812011Net sales(a)


2,456,341


3,766,142





6,222,483Income from operations(b)


529,073


436,869


(158,802
)

807,140Interest income











12,472Interest expense











(121,067
)Other-net











(3,273
)Income before provision for income taxes











695,272Provision for income taxes











(236,972
)Net income











458,300Of which attributable to:Luxottica stockholders











452,343Non-controlling interests











5,957Capital expenditures


153,229


205,094





358,323
(2)Depreciation and amortization


85,765


148,292


89,831


323,888




F-39

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

5. SEGMENT INFORMATION (Continued)

Manufacturing
and
Wholesale
Distribution



Inter-segment
transactions
and corporate
adjustments(c)Retail
Distribution(Amounts in thousands of Euro)

Consolidated2010Net sales(a)


2,236,403


3,561,632





5,798,035Income from operations(b)


461,854


424,384


(174,080
)

712,158Interest income











8,494Interest expense











(106,987
)Othernet











(8,130
)Income before provision for income taxes











605,535Provision for income taxes











(218,219
)Net income











387,315Of which attributable to:Luxottica stockholders











402,187Non-controlling interests











5,072Capital expenditures


98,724


131,633





230,357Depreciation and amortization


79,028


139,216


103,818


322,062


(a)Net
sales of both the Manufacturing and Wholesale Distribution segment and the Retail Distribution segment include sales to third-party customers only.(b)Income
from operations of the Manufacturing and Wholesale Distribution segment is related to net sales to third-party customers only, excluding the
"manufacturing profit" generated on the inter-company sales to the Retail Distribution segment. Income from operations of the Retail Distribution segment is related to retail sales, considering the
cost of goods acquired from the Manufacturing and Wholesale Distribution segment at manufacturing cost, thus including the relevant "manufacturing profit" attributable to those sales.(c)Inter-segment
transactions and corporate adjustments include corporate costs not allocated to a specific segment and amortization of acquired intangible
assets.


Information by geographic area

The geographic segments include Europe, North America (which includes the United States of America, Canada and Caribbean islands),
Asia-Pacific (which includes Australia, New Zealand, China, Hong Kong and Japan) and Other (which includes all other geographic locations, including South and Central America and the
Middle East). Sales are attributed to geographic segments based on the

F-40

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

5. SEGMENT INFORMATION (Continued)

customer's
location, whereas long-lived assets, net are the result of the combination of legal entities located in the same geographic area.

Years ended December 31(Amounts in thousands of Euro)

Europe(1)

North
America

Asia-
Pacific

Other

Consolidated2012Net sales


1,317,332


4,122,889


897,491


748,430


7,086,142Long-lived assets, net


342,394


591,358


213,401


45,241


1,192,3942011Net sales


1,243,280


3,605,314


779,718


594,171


6,222,483Long-lived assets, net


340,648


594,722


200,134


33,562


1,169,0662010Net sales


1,163,527


3,481,924


745,137


407,447


5,798,035Long-lived assets, net


323,586


595,044


169,168


8,406


1,096,204


(1)Long-lived
assets, net located in Italy represented 26%, 27% and 27% of the Group's total fixed assets in 2012, 2011 and 2010, respectively.


INFORMATION ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CURRENT ASSETS

6. CASH AND CASH EQUIVALENTS

Cash and cash equivalents are comprised of the following items (amounts in thousands of Euro):

As of December 312012

2011Cash at bank and post office


779,683


891,406Checks


7,506


9,401Cash and cash equivalents on hand


2,904


4,293Total


790,093


905,100


F-41

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

7. ACCOUNTS RECEIVABLE

Accounts receivable consist exclusively of trade receivables and are recognized net of allowances to adjust their carrying amount to the estimated realizable value. Accounts receivable
are due within 12 months (amounts in thousands of Euro):

As of December 31,

As of
January 1,2012

2011

2011Accounts receivable


733,854


704,198


663,040Allowance for doubtful accounts


(35,098
)

(35,959
)

(33,368
)Total accounts receivable


698,755


668,239


629,672


The
balance of accounts receivable as of December 31, 2011 and January 1, 2011, before the offsetting of certain liabilities for premiums and discounts to customers and
accounts receivable discussed in the "Basis for Preparation" section of these notes to the consolidated financial statements, was Euro 714.0 million and Euro 655.9 million,
respectively.

The
following table shows the allowance for doubtful accounts roll-forward (amounts in thousands of Euro):

2012

2011

2010Balance as of January 1


35,959


33,368


30,097Increases


3,941


5,612


3,701Decreases


(4,212
)

(2,625
)

(3,730
)Translation difference and other


(590
)

(396
)

2,460Balance as of December 31


35,098


35,959


33,368


The
book value of the accounts receivable approximates their fair value.

As
of December 31, 2012, the gross amount of accounts receivable was equal to Euro 733.9 million (Euro 704.2 million as of December 31, 2011),
including an amount of Euro 26.3 million covered by insurance and other guarantees (3.6% of gross receivables). The bad debt fund as of December 31, 2012 amounted to
Euro 35.1 million (Euro 36.0 million as of December 31, 2011).

Write-downs
of accounts receivable are determined in accordance with the Group credit policy described in Note 3 "Financial Risks."

Accruals
and reversals of the allowance for doubtful accounts are recorded within selling expenses in the consolidated statement of income.

The
maximum exposure to credit risk, as of the end of the reporting date, was represented by the fair value of accounts receivable which approximates their carrying amount.

The
Group believes that its exposure to credit risk does not call for other guarantees or credit enhancements.

F-42

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

7. ACCOUNTS RECEIVABLE (Continued)

The
table below summarizes the quantitative information required by IFRS 7 based on the categories of receivables pursuant to Group policies:

Overdue
accounts
receivable
not included
in the
allowance for
doubtful
accounts
0 - 30 days
overdue

Overdue
accounts
receivable
not included
in the
allowance for
doubtful
accounts
> 30 days
overdueAmount of
accounts
receivable
overdue but
not included
in the
allowance for
doubtful
accountsAllowance for
doubtful
accounts

Maximum
exposure to
credit riskDecember 31, 2012(Amounts in thousands of Euro)

Gross
receivablesReceivables of the Wholesale segment classified as GOOD


567,162


(9,530
)

557,632


62,558


38,215


24,344Receivables of the Wholesale segment classified as GOODUNDER CONTROL


12,224


(2,528
)

9,695


3,438


515


2,923Receivables of the Wholesale segment classified as RISK


20,071


(18,712
)

1,359


1,744


456


1,288Receivables of the Retail segment


134,398


(4,329
)

130,069


13,120


7,446


5,674Total


733,854


(35,098
)

698,755


80,860


46,631


34,229




Overdue
accounts
receivable
not included
in the
allowance for
doubtful
accounts
0 - 30 days
overdue

Overdue
accounts
receivable
not included
in the
allowance for
doubtful
accounts
> 30 days
overdueAmount of
accounts
receivable
overdue but
not included
in the
allowance for
doubtful
accountsAllowance for
doubtful
accounts

Maximum
exposure to
credit riskDecember 31, 2011(Amounts in thousands of Euro)

Gross
receivablesReceivables of the Wholesale segment classified as GOOD


524,621


(4,065
)

520,556


43,141


27,389


15,752Receivables of the Wholesale segment classified as GOODUNDER CONTROL


25,640


(2,138
)

23,502


3,555


1,534


2,021Receivables of the Wholesale segment classified as RISK


24,452


(22,602
)

1,850


1,688


45


1,643Receivables of the Retail segment


129,485


(7,154
)

122,331


24,172


21,447


2,725Total


704,198


(35,959
)

668,239


72,556


50,415


22,141


F-43

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

7. ACCOUNTS RECEIVABLE (Continued)

As of December 31, 2012, the amount of overdue receivables which were not included in the bad debt fund was equal to 11% of gross receivables (9.7% as of December 31, 2011)
and 11.6% of receivables net of the bad debt fund (10.2% as of December 31, 2011). The Group does not expect any additional losses over amounts already provided for.

8. INVENTORIES

Inventories are comprised of the following items (amounts in thousands of Euro):

As of December 312012

2011Raw materials


154,403


128,909Work in process


59,565


49,018Finished goods


625,386


562,141Less: inventory obsolescence reserves


(110,588
)

(90,562
)Total


728,767


649,506


The
movements in the allowance for inventories reserve are as follows:

(Amounts in thousands of Euro)

Balance at
beginning
of period

Provision

Other(1)

Utilization

Balance at
end of
period2010


81,393


42,914


14,085


(41,840
)

96,5522011


96,552


45,776


13,187


(64,953
)

90,5622012


90,562


67,894


(3,930
)

(43,938
)

110,588


(1)Other
includes translation differences for the period.


F-44

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

9.  OTHER ASSETS

Other assets comprise the following items:

As of December 31(Amounts in thousands of Euro)

2012

2011Sales taxes receivable


15,476


18,785Short-term borrowings


835


1,186Prepaid expenses


2,569


1,573Other assets


35,545


38,429Total financial assets


54,425


59,973Income tax receivable


47,354


59,795Advances to suppliers


15,034


12,110Prepaid expenses


74,262


69,226Other assets


18,175


29,746Total other assets


154,825


170,877Total other assets


209,250


230,850


Other
financial assets include receivables from foreign currency derivatives amounting to Euro 6.0 million as of December 31, 2012 (Euro 0.7 million as
of December 31, 2011), as well as other financial assets of the North America retail division totaling Euro 13.2 million as of each of December 31, 2012 and 2011.

The
reduction of the income tax receivable is mainly due to certain U.S.-based subsidiaries which in 2012 utilized some of the receivables created in 2011.

Other
assets include the short-term portion of advance payments made to certain designers for future contracted minimum royalties totaling Euro 18.2 million as
of December 31, 2012 (Euro 29.7 million as of December 31, 2011).

Prepaid
expenses mainly relate to the timing of payments of monthly rental expenses incurred by the Group's North America and Asia-Pacific retail divisions.

The
net book value of financial assets is approximately equal to their fair value and this value also corresponds to the maximum exposure of the credit risk. The Group has no guarantees
or other instruments to manage credit risk.

F-45

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

NON-CURRENT ASSETS

10.  PROPERTY, PLANT AND EQUIPMENT

Changes in items of property, plant and equipment are reported below (amounts in thousands of Euro):

Land and
buildings,
including
leasehold
improvementsMachinery
and
equipmentOther
equipmentAircraft

TotalAs of January 1, 2011Historical cost


814,414


741,425


37,853


668,850


2,262,542Accumulated depreciation


(353,508
)

(507,128
)

(7,226
)

(308,107
)

(1,175,969
)As of January 1, 2011


460,906


234,297


30,627


360,743


1,086,574Increases


64,466


107,992


234


81,545


254,237Decreases


(6,812
)

(1,564
)




(8,194
)

(16,570
)Business combinations


6,124


3,655





10,282


20,061Translation difference and other


19,158


108,816





(116,889
)

11,085Depreciation expense


(55,420
)

(83,159
)

(1,550
)

(55,821
)

(195,950
)Balance as of December 31, 2011


488,422


370,037


29,311


271,666


1,159,436Of which:Historical cost


893,948


983,164


38,087


582,779


2,497,978Accumulated depreciation


(405,526
)

(613,127
)

(8,776
)

(311,113
)

(1,338,542
)Total as of December 31, 2011


488,422


370,037


29,311


271,666


1,159,436Increases


55,700


112,415





101,300


269,415Decreases


(13,713
)







(15,288
)

(29,001
)Business combinations


850


8,904





2,765


12,519Translation difference and other


2,478


9,349





(18,820
)

(6,993
)Depreciation expense


(58,104
)

(95,008
)

(1,561
)

(58,310
)

(212,983
)Total balance as of December 31, 2012


475,633


405,697


27,750


283,313


1,192,394Of which:Historical cost


913,679


1,074,258


38,087


615,957


2641,981Accumulated depreciation


(438,046
)

(668,561
)

(10,337
)

(332,644
)

(1,449,588
)Total balance as of December 31, 2012


475,633


405,697


27,750


283,313


1,192,394


The
2012 and 2011 increases in Property, plant and equipment due to business combinations were mainly due to the acquisition of Tecnol and MOI, respectively. Please refer to
Note 4 "Business Combinations" for further details on the Tecnol acquisition.

Of
the total depreciation expense of Euro 213.0 million (Euro 196.0 million and 214.9 million in 2011 and 2010, respectively),
Euro 69.5 million (Euro 60.6 million and Euro 60.4 million in 2011 and 2010, respectively) is included in cost of sales, Euro 114.8 million
(Euro 108.5 million and Euro 102.5 million in 2011 and 2010, respectively) in selling expenses; Euro 3.9 million (Euro 4.4 million and
Euro 5.1 million

F-46

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

10.  PROPERTY, PLANT AND EQUIPMENT (Continued)

in
2011 and 2010, respectively) in advertising expenses; and Euro 24.8 million (Euro 22.5 million and Euro 47.0 million in 2011 and 2010, respectively) in
general and administrative expenses.

Capital
expenditures in 2012 and 2011 mainly relate to routine technology upgrades to the manufacturing infrastructure, opening of new stores and the remodeling of older stores the
leases for which were extended during the period.

Other
equipment includes Euro 66.9 million for assets under construction as of December 31, 2012 (Euro 54.5 million as of December 31, 2011)
mainly relating to the opening and renovation of North America retail stores.

Leasehold
improvements totaled Euro 153.1 million and Euro 230.4 million as of December 31, 2012 and December 31, 2011, respectively.

F-47

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

11.  GOODWILL AND INTANGIBLE ASSETS

Changes in goodwill and intangible assets as of December 31, 2011 and 2012, were as follows (amounts in thousands of Euro):

Goodwill

Trade names
and
trademarks

Distribution
network

Customer
relations,
contracts
and lists

Franchise
agreements

Other

TotalAs of January 1, 2011Historical cost


2,890,397


1,423,092


86,389


225,364


21,479


321,627


5,031,334Accumulated amortization





(545,896
)

(23,098
)

(51,967
)

(6,180
)

(162,877
)

(853,004
)Total


2,890,397


877,196


63,290


173,397


15,299


158,750


4,178,330Increases

















107,646


107,646Decreases

















(710
)

(710
)Business combinations


128,808


26,014











9,451


164,273Translation difference and other


71,358


86,506


(63,232
)

1,903


422


22,927


119,885Impairment and amortization expense





(74,666
)

(41
)

(14,093
)

(1,031
)

(38,108
)

(127,939
)Balance as of December 31, 2011


3,090,563


915,050


17


161,208


14,690


259,956


4,441,484Historical cost


3,090,563


1,576,008


287


229,733


22,181


464,712


5,383,484Accumulated amortization





(660,958
)

(270
)

(68,526
)

(7,491
)

(204,756
)

(942,001
)Total as of December 31, 2011


3,090,563


915,050


17


161,208


14,690


259,956


4,441,484Increases





187











116,819


117,005Decreases

















(3,751
)

(3,751
)Business combinations


107,123


12,057





21,806





11,146


152,132Translation difference and other


(48,916
)

(6,572
)

1


(3,370
)

(255
)

(8,004
)

(67,117
)Amortization expense





(70,882
)

(18
)

(15,468
)

(1,117
)

(57,813
)

(145,298
)Balance as of December 31, 2012


3,148,770


849,839





164,177


13,319


318,352


4,494,457Historical cost


3,148,770


1,563,447


288


247,730


21,752


546,966


5,528,953Accumulated amortization





(713,608
)

(288
)

(83,553
)

(8,433
)

(228,614
)

(1,034,496
)Total as of December 31, 2012


3,148,770


849,839





164,177


13,319


318,352


4,494,457


The 2012 increase in goodwill and intangible assets due to business combinations is mainly due to the acquisition of Tecnol
(Euro 127.2 million) and Sun Planet (Euro 22.0 million). The increase in goodwill and intangible assets due to business combinations is mainly due to the acquisition of
MOI. Please refer to Note 4 "Business Combinations" for further details.

Of
the total amortization expense of Euro 145.3 million (Euro 127.9 million and Euro 107.2 million in 2011 and 2010, respectively)
Euro 132.8 million (Euro 124.7 million and 106.2 million in 2011 and 2010, respectively) is included in general and administrative expenses and
Euro 6.2 million (Euro 3.2 million and Euro 1.0 million in 2010 and 2009, respectively) is included in cost of sales. In 2010, the Group recorded an
impairment loss of Euro 20.4 million relating to the goodwill allocated to the Australian retail distribution segment in 2010. In the fourth quarter of 2011, the Group decided to
progressively stop operating under the Budget Eyewear trademark and recorded an impairment loss of AUD 12 million

F-48

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

11.  GOODWILL AND INTANGIBLE ASSETS (Continued)

(Euro 8.9 million)
in general and administrative expenses within the consolidated statement of income as of December 31, 2011.

Other
intangible assets includes internally generated assets of Euro 57.4 million (Euro 44.1 million as of December 31, 2011).

The
increase in intangible assets is mainly due to the implementation of a new IT infrastructure, which started in 2008.

Impairment of goodwill

Pursuant to IAS 36Impairment of Assets, the Group has identified the following
four
cash-generating units:Wholesale,Retail North America,Retail
Asia-PacificandRetail Other. The cash-generating units reflect the distribution model adopted by the
Group.

The
value of goodwill allocated to each cash-generating unit is reported in the following table (amounts in thousands of Euro):

2012

2011Wholesale


1,203,749


1,134,742Retail North America


1,388,263


1,409,353Retail Asia-Pacific


376,414


381,387Retail other


180,344


165,081Total


3,148,770


3,090,563


The
information required by paragraph 134 of IAS 36 is provided below only for the Wholesale and Retail North America cash-generating units, since the value of
goodwill allocated to these two units is a significant component of the Group's total goodwill.

The
recoverable amount of each cash-generating unit has been verified by comparing its net assets carrying amounts to its value in use.

The
main assumptions for determining the value in use are reported below and refer to both cash generating units:



The
discount rate has been determined on the basis of market information on the cost of money and the specific risk of the industry (Weighted Average Cost of Capital, WACC). In
particular, the Group used a methodology to determine the discount rate which was in line with that utilized in the previous year, considering the rates of return on long-term government
bonds and the average capital structure of a group of comparable companies.

The
recoverable amount of cash-generating units has been determined by utilizing post-tax cash flow forecasts based on the Group's 2013-2015
three-year plan, on the basis of the results attained in previous years as well as management expectationssplit by geographical arearegarding future

F-49

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

11.  GOODWILL AND INTANGIBLE ASSETS (Continued)

trends
in the eyewear market for both the Wholesale and Retail distribution segments. At the end of the three-year projected cash flow period, a terminal value was estimated in order to reflect the
value of the cash-generating unit in future years. The terminal values were calculated as a perpetuity at the same growth rate as described above and represent the present value, in the
last year of the forecast, of all future perpetual cash flows. In particular, it should be noted that, in accordance with the provisions of paragraph 71 of IAS 36, future cash flows of
the cash-generating units in the Retail distribution segment were adjusted in order to reflect the transfer prices at market conditions. This adjustment was made since the cash generating
units belonging to this segment generate distinct and independent cash flows whose products are sold within an active market. The impairment test performed as of the balance sheet date resulted in a
recoverable value greater than the carrying amount (net operating assets) of the abovementioned cash-generating units. No external impairment indicators were identified which highlight the
potential risks of impairment. In percentage terms, the surplus of the recoverable amount of the cash-generating unit over the carrying amount was equal to 302% and 25% of the carrying
amount of the Wholesale and Retail North America cash-generating units, respectively. A reduction in the recoverable amount of the cash generating unit to a value that equals its carrying
amount would require either of the following: (i) an increase in the discount rate to approximately 24.2% for Wholesale and 9.3% for Retail North America; or (ii) the utilization of a
negative growth rate for Wholesale and zero for Retail North America.

In
addition, reasonable changes to the abovementioned assumptions used to determine the recoverable amount (i.e., growth rate changes of +/-0.5 percent and
discount rate changes of +/-0.5 percent) would not significantly affect the impairment test results.

12.  INVESTMENTS

Investments amounted to Euro 11.7 million (Euro 8.8 million as of December 31, 2011). The balance mainly related to the investment in Eyebiz
Laboratories Pty Limited for Euro 4.3 million (Euro 4.0 million as of December 31, 2011) and to other minor investments.

13.  OTHER NON-CURRENT ASSETS

As of December 31(Amounts in thousands of Euro)

2012

2011Other financial assets


62,718


50,374Other assets


84,318


106,881Total other non-current assets


147,036


157,255


Other
financial assets primarily include security deposits totaling Euro 34.3 million (Euro 32.9 million as of December 31, 2011).

The
carrying value of financial assets approximates their fair value and this value also corresponds to the Group's maximum exposure to credit risk. The Group does not have guarantees or
other instruments for managing credit risk.

F-50

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

13.  OTHER NON-CURRENT ASSETS (Continued)

Other
assets primarily include advance payments made to certain licensees for future contractual minimum royalties totaling Euro 73.8 million
(Euro 88.3 million as of December 31, 2011).

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

The balance of deferred tax assets and liabilities as of December 31, 2012, December 31, 2011 and January 1, 2011 is as follows:

As of December 31,
2012

As of December 31,
2011

As of January 1,
2011(Amounts in thousands of Euro)Deferred tax assets


169,662


153,701


136,620Deferred tax liabilities


227,806


232,337


202,169Deferred tax liabilities (net)


58,144


78,636


65,549


The
balance of deferred tax assets and liabilities as of January 1, 2011, before the offsetting of balances within the same tax jurisdiction discussed in Note 1 to these
consolidated financial statements, was Euro 364.3 million and Euro 429.8 million, respectively.

The
analysis of deferred tax assets and deferred tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

As of December 31Deferred tax assets(Amounts in thousands of Euro)2012

2011Deferred tax assets to be recovered after more than 12 months


187,602


176,428Deferred tax assets to be recovered within 12 months


212,561


201,311400,163


377,739Deferred tax liabilities to be recovered after more than 12 months


18,129


15,844Deferred tax liabilities to be recovered within 12 months


440,178


440,531458,307


456,375Deferred tax liabilities (net)


58,144


78,636


The
gross movement in the deferred income tax accounts is as follows:

(Amounts in thousands of Euro)

2012As of January 1


78,636Exchange rate difference and other movements


16,932Business combinations


4,898Income statements


(28,910
)Tax charge/(credit) directly to equity


(13,412
)At December 31


58,144


F-51

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Continued)

The
movement of deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Deferred tax assets(Amounts in thousands of Euro)

As of
January 1,
2012

Exchange rate
difference and
other movements

Business
combinations

Income
statements

Tax
charged/(credited)
to equity

As of
December 31,
2012Inventories


78,264


(2,013
)

5,127


21,678





103,056Insurance and other reserves


10,923


(137
)




557





11,343Net operating loss carry-forwards


16,191


3,657


(948
)

(12,441
)




6,459Rights of return


11,194


3,234


1,103


551





16,082Deferred tax on derivatives


7,484


55





(1,017
)

(6,484
)

38Employee-related reserves


90,473


(13,837
)




13,652


14,120


104,408Occupancy reserves


18,275


(837
)




928





18,366Trade names


84,278


(2,553
)




767


(67
)

82,425Fixed assets


10,369


3,658





202





14,229Other


50,288


(18,286
)

6,037


5,653


67


43,759Total


377,739


(27,059
)

11,319


30,530


7,636


400,163




Deferred tax liabilities(Amounts in thousands of Euro)

As of
January 1,
2012

Exchange rate
difference and
other movements

Business
combinations

Income
statements

Tax
charged/(credited)
to equity

As of
December 31,
2012Dividends


6,155








(592
)




5,563Trade names


233,729


(5,585
)

23,433


(17,620
)




233,957Fixed assets


66,120


(24,358
)




13,729





55,491Other intangibles


140,682


16,372


(7,305
)

2,093





151,842Other


9,688


3,444


80


4,009


(5,767
)

11,454Total


456,375


(10,127
)

16,208


1,619


(5,767
)

458,307


Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future
profit is probable. The Group did not recognize deferred income tax assets of Euro 37.3 million in respect of losses amounting to Euro 169.6 million that can be carried
forward against future taxable income. Additional losses of certain subsidiaries amounting to Euro 56.1 million can be indefinitely carried forward. The breakdown of the net operating
losses by expiration date is as follows:

Year ending December 31:(Amounts in thousands of Euro)2013


14,5472014


22,4262015


17,9302016


17,8272017


21,767Subsequent years


18,964Total


113,462


F-52

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Continued)

The Group does not provide for an accrual for income taxes on undistributed earnings of its non-Italian operations to the related Italian parent company of
Euro 2.0 billion and Euro 1.8 billion in 2012 and 2011, respectively, that are intended to be permanently invested. In connection with the 2012 earnings of certain
subsidiaries, the Group has provided for an accrual for income taxes related to declared dividends from earnings.

CURRENT LIABILITIES

15.  SHORT-TERM BORROWINGS

Short-term borrowings at December 31, 2012 reflect current account overdrafts with various banks as well as uncommitted short-term lines of credits with
different financial institutions. The interest rates on these credit lines are floating. The credit lines may be used, if necessary, to obtain letters of credit.

As
of December 31, 2012 and 2011, the Company had unused short-term lines of credit of approximately Euro 700.4 million and
Euro 747.9 million, respectively.

The
Company and its wholly-owned Italian subsidiary Luxottica S.r.l. maintain unsecured lines of credit with primary banks for an aggregate maximum credit of
Euro 295.5 million. These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees. At December 31, 2012, these credit lines were not
utilized.

Luxottica
U.S. Holdings Corp. ("U.S. Holdings") maintains unsecured lines of credit with three separate banks for an aggregate maximum credit of Euro 84.4 million
(USD 111.4 million). These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees. At December 31, 2012, there were no amounts
borrowed against these lines. However, there was Euro 23.0 million in aggregate face amount of standby letters of credit outstanding related to guarantees on these lines of credit.

The
blended average interest rate on these lines of credit is approximately LIBOR plus 0.10%.

The
book value of short-term borrowings is approximately equal to their fair value.

16.  CURRENT PORTION OF LONG-TERM DEBT

This item consists of the current portion of loans granted to the Company, as further described below in note 21 "Long-term debt."

17.  ACCOUNTS PAYABLE

Accounts payable were Euro 682.6 million as of December 31, 2012 (Euro 608.3 million as of
December 31, 2011) and consisted of invoices received and not yet paid at the reporting date, in addition to invoices to be received, accounted for on an accrual basis.

The
carrying value of accounts payable is approximately equal to their fair value.

18.  INCOME TAXES PAYABLE

The balance of income taxes payable is detailed below:

As of December 31(Amounts in thousands of Euro)

2012

2011Current year income taxes payable


107,377


59,310Income taxes advance payment


(41,027
)

(19,451
)Total


66,350


39,859


F-53

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

19.  SHORT-TERM PROVISIONS FOR RISKS AND OTHER CHARGES

The balance is detailed below:

(Amounts in thousands of Euro)

Legal risk

Self-insurance

Tax
provision

Other risks

Returns

TotalBalance as of December 31, 2011


4,899


5,620


1,796


9,927


31,094


53,337Increases


1,647


7,395


10,525


11,229


18,233


49,029Decreases


(5,981
)

(8,186
)

(132
)

(8,383
)

(12,736
)

(35,419
)Business combinations

















Foreign translation difference and other movements


14


60


(39
)

(296
)

(534
)

(914
)Balance as of December 31, 2012


578


4,769


12,150


12,477


36,057


66,032


Other
risks mainly include provisions for licensing expenses and advertising expenses required by existing license agreements of Euro 5.3 million
(Euro 5.2 million as of December 31, 2011), which are based upon advertising expenses that the Group is required to incur under the license agreements.

The
Company is self-insured for certain losses relating to workers' compensation, general liability, auto liability, and employee medical benefits for claims filed and for
claims incurred but not reported. The Company's liability is estimated using historical claims experience and industry averages; however, the final cost of the claims may not be known for over five
years.

Legal
risk includes provisions for various litigated matters that have occurred in the ordinary course of business.

The
tax provision mainly includes the accrual related to a tax audit on Luxottica S.r.l. for fiscal year 2007 of approximately Euro 10.0 million.

20.  OTHER LIABILITIES

As of December 31(Amounts in thousands of Euro)

2012

2011Premiums and discounts


4,363


1,725Sales commissions


683


904Leasing rental


24,608


23,181Insurance


9,494


9,893Sales taxes payable


28,550


31,740Salaries payable


245,583


204,481Due to social security authorities


36,997


28,678Sales commissions payable


8,569


9,733Derivative financial liabilities


1,196


15,824Royalties payable


2,795


2,218Other liabilities


172,704


148,905Total financial liabilities


535,541


477,281Deferred income


2,883


3,626Advances from customers


45,718


47,501Other liabilities


5,516


5,393Total liabilities


54,117


56,520Total other current liabilities


589,658


533,801


F-54

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

NON-CURRENT LIABILITIES

21.  LONG-TERM DEBT

Long-term debt was Euro 2,362 million and Euro 2,743 million as of December 31, 2012 and 2011.

The
roll-forward of long-term debt as of December 31, 2012 and 2011, is as follows:

Luxottica
Group S.p.A.
credit
agreement
with various
financial
institutions(a)

Senior
unsecured
guaranteed
notes(b)

Credit
agreement
with various
financial
institutions(c)

Credit
agreement
with various
financial
institutions
for Oakley
acquisition(d)

Other loans
with banks
and other
third parties,
interest at
various rates,
payable in
installments
through 2014(e)

TotalBalance as of January 1, 2012


487,363


1,226,245


225,955


772,743


30,571


2,742,878Proceeds from new and existing loans





500,000








33,133


533,133Repayments


(120,000
)




(181,149
)

(607,247
)

(38,159
)

(946,555
)Loans assumed in business combinations














30,466


30,466Amortization of fees and interests


380


9,104


484


16


(4,312
)

5,672Foreign translation difference





(12,124
)

374


9,411


(1,075
)

(3,415
)Balance as of December 31, 2012


367,743


1,723,225


45,664


174,922


50,624


2,362,178




Luxottica
Group S.p.A.
credit
agreement
with various
financial
institutions(a)

Senior
unsecured
guaranteed
notes(b)

Credit
agreement
with various
financial
institutions(c)

Credit
agreement
with various
financial
institutions
for Oakley
acquisition(d)

Other loans
with banks
and other
third parties,
interest at
various rates,
payable in
installments
through 2014(e)

TotalBalance as of January 1, 2011


545,552


943,112


242,236


897,484


4,252


2,632,636Proceeds from new and existing loans





251,445








23,131


274,576Repayments


(60,000
)




(22,881
)

(143,683
)

(3,882
)

(230,447
)Loans assumed in business combinations














5,146


5,146Amortization of fees and interests


1,811


1,317


387


459





3,975Foreign translation difference





30,371


6,213


18,483


1,923


56,989Balance as of December 31, 2011


487,363


1,226,245


225,955


772,743


30,571


2,742,878


The Group uses debt financing to raise financial resources for long-term business operations and to finance acquisitions. During 2004,
the Group financed the Cole National Corporation acquisition and, in

F-55

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

21.  LONG-TERM DEBT (Continued)

2007,
the Oakley acquisition through debt financing. The Group continues to seek debt refinancing at favorable market rates and actively monitors the debt capital markets in order to take action to
issue debt, when appropriate. Our debt agreements contain certain covenants, including covenants that limit our ability to incur additional indebtedness (for more details see
note 3(f)Default risk: negative pledges and financial covenants). As of December 31, 2012, we were in compliance with these financial covenants.

The
table below summarizes the Group's long-term debt as of December 31, 2012.

Type

Series

Issuer/Borrower

Issue Date

CCY

Amount

Outstanding
amount at the
reporting date

Coupon / Pricing

Interest rate as
of December 31,
2012

MaturityMulticurrency EUR/USD Revolving Credit Facility

Tranche C

Luxottica Group S.p.A. Luxottica US Holdings

June 3, 2004

EUR


725,000,000




Euribor + 0.20%/0.40%




April 17, 20122007 Oakley Term Loan

Tranche E

Luxottica Group S.p.A.

November 14, 2007

USD


500,000,000




Libor + 0.20%/0.40%




October 15, 20122004 USD Term Loan

Tranche B

Luxottica US Holdings

June 3, 2004

USD


325,000,000


60,411,904

Libor + 0.20%/0.40%


0.410
%
March 3, 2013Revolving Credit Facility (Intesa)



Luxottica Group S.p.A.

May 29, 2008

EUR


250,000,000


70,000,000

Euribor + 0.40%/0.60%


0.589
%
May 29, 2013Private Placement

A

Luxottica US Holdings

July 1, 2008

USD


20,000,000


20,000,000

5.960%


5.960
%
July 1, 20132007 Oakley Term Loan

Tranche D

Luxottica US Holdings

October 12, 2007

USD


1,000,000,000


230,919,721

Libor + 0.20%/0.40%


0.457
%
October 12, 20132009 Term Loan



Luxottica Group S.p.A.

November 11, 2009

EUR


300,000,000


300,000,000

Euribor + 1.00%/2.25%


1.110
%
November 30, 2014Private Placement

B

Luxottica US Holdings

July 1, 2008

USD


127,000,000


127,000,000

6.420%


6.420
%
July 1, 2015Bond (Listed on Luxembourg Stock Exchange)



Luxottica Group S.p.A.

November 10, 2010

EUR


500,000,000


500,000,000

4.000%


4.000
%
November 10, 2015Private Placement

D

Luxottica US Holdings

January 29, 2010

USD


50,000,000


50,000,000

5.190%


5.190
%
January 29, 20172012 Revolving Credit Facility



Luxottica Group S.p.A.

April 17, 2012

EUR


500,000,000




Euribor + 1.30%/2.25%




April 10, 2017Private Placement

G

Luxottica Group S.p.A.

September 30, 2010

EUR


50,000,000


50,000,000

3.750%


3.750
%
September 15, 2017Private Placement

C

Luxottica US Holdings

July 1, 2008

USD


128,000,000


128,000,000

6.770%


6.770
%
July 1, 2018Private Placement

F

Luxottica US Holdings

January 29, 2010

USD


75,000,000


75,000,000

5.390%


5.390
%
January 29, 2019Bond (Listed on Luxembourg Stock Exchange)



Luxottica Group S.p.A.

March 19, 2012

EUR


500,000,000


500,000,000

3.625%


3.625
%
March 19, 2019Private Placement

E

Luxottica US Holdings

January 29, 2010

USD


50,000,000


50,000,000

5.750%


5.750
%
January 29, 2020Private Placement

H

Luxottica Group S.p.A.

September 30, 2010

EUR


50,000,000


50,000,000

4.250%


4.250
%
September 15, 2020Private Placement

I

Luxottica US Holdings

December 15, 2011

USD


350,000,000


350,000,000

4.350%


4.350
%
December 15, 2021


The floating rate measures under "Coupon/Pricing" are based on the corresponding Euribor (Libor for USD loans) plus a margin in the range,
indicated in the table, based on the "Net Debt/EBITDA" ratio, as defined in the applicable debt agreement.

The
USD Term Loan 2004Tranche B, Oakley Term Loan 2007 Tranche D and Tranche E and Revolving Credit Facility Intesa 250 were hedged by interest rate
swap agreements with various banks. The Tranche B swaps expired on March 10, 2012 and the Tranche D and E swaps expired on October 12, 2012.

As
of December 31, 2012, there were eight interest rate swap transactions with an aggregate initial notional amount of Euro 250 million with various banks ("Intesa
Swaps"). The Intesa Swaps will decrease in notional amount on a quarterly basis, following the amortization schedule of the underlying facility. The Intesa Swaps will expire on May 29, 2013.
The Intesa Swaps were entered as a cash flow hedge on the Intesa Sanpaolo S.p.A. credit facility discussed above. The Intesa Swaps exchange the floating rate of Euribor (as defined in the
agreement) for an average fixed rate of 2.25% per annum. The ineffectiveness of cash flow hedges is tested at the inception date and at least every three months thereafter. The results of the
Company's ineffectiveness testing indicated that these cash flow hedges are highly effective. As a consequence, approximately Euro (0.5) million, net of taxes, is included in other comprehensive
income as of December 31, 2012.

On
March 19, 2012, the Group completed an offering in Europe to institutional investors of Euro 500 million of senior unsecured guaranteed notes due March 19,
2019. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS0758640279 with a BBB+ credit rating by Standard &

F-56

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

21.  LONG-TERM DEBT (Continued)

Poor's.
Interest on the Notes accrues at 3.625% per annum. The Notes are guaranteed on a senior unsecured basis by U.S. Holdings and Luxottica S.r.l.

On
April 17, 2012, the Group and U.S. Holdings entered into a multicurrency (Euro/USD) revolving credit facility with a group of banks providing for loans in the aggregate
principal amount of Euro 500 million (or the equivalent in U.S. dollars) guaranteed by Luxottica Group, Luxottica S.r.l. and U.S. Holdings. The agent for this credit facility is
Unicredit AG Milan Branch and the other lending banks are Bank of America Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment
BankMilan Branch, Banco Santander S.A., The Royal Bank of Scotland PLC and Unicredit S.p.A.. The facility matures on April 10, 2017 and was not drawn as of
December 31, 2012.

During
2012, in addition to scheduled repayments, the Group repaid in advance USD 500 million of Tranche E, USD 225 million of Tranche B and
USD 169 million of Tranche D.

The
fair value of long-term debt as of December 31, 2012 was equal to Euro 2,483.5 million (Euro 2,804.7 as of December 31, 2011). The fair
value of the debt equals the present value of future cash flows, calculated by utilizing the market rate currently available for similar debt and adjusted in order to take into account the Group's
current credit rating.

On
December 31, 2012, the Group had unused uncommitted lines (revolving) of Euro 500 million.

Long-term
debt, including capital lease obligations, as of December 31, 2012, matures as follows:

Year ended December 31,(Amounts in thousands of Euro)2013


316,5382014


300,0002015


637,4562016


2017 and subsequent years


1,098,230Effect deriving from the adoption of the amortized cost method


9,954Total


2,362,178


Long-term
debt includes finance lease liabilities of Euro 29.2 million (Euro 27.0 million as of December 31, 2012).

(Amounts in thousands of Euro)

2012

2011Gross finance lease liabilities:no later than 1 year


5,098


4,612later than 1 year and no later than 5 years


15,771


12,638later than 5 years


13,845


14,33834,714


31,588Future finance charges on finance lease liabilities


5,472


4,634Present values of finance lease liabilities


29,242


26,954


F-57

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

21.  LONG-TERM DEBT (Continued)

The
present value of finance lease liabilities is as follows:

(Amounts in thousands of Euro)

2012

2011 no later than 1 year


3,546


3,556 later than 1 year and no later than 5 years


12,703


10,506 later than 5 years


12,993


12,89229,242


26,954


22.  EMPLOYEE BENEFITS

Employee benefits amounted to Euro 191.7 million (Euro 197.7 million as of December 31, 2011). The balance mainly included liabilities for termination
indemnities of Euro 49.3 million (Euro 45.3 million as of December 31, 2011), and liabilities for employee benefits of the U.S. subsidiaries of the Group of
Euro 142.4 million (Euro 152.4 million as of December 31, 2011).

Liabilities
for termination indemnities mainly include post-employment benefits of the Italian companies' employees (hereinafter "TFR"), which at December 31, 2012
amounted to Euro 39.7 million (Euro 36.3 million as of December 31, 2011).

Effective
January 1, 2007, the TFR system was reformed, and under the new law, employees are given the ability to choose where the TFR compensation is invested, whereas such
compensation otherwise would be directed to the National Social Security Institute or Pension Funds. As a result, contributions under the reformed TFR system are accounted for as a defined
contribution plan. The liability accrued until December 31, 2006 continues to be considered a defined benefit plan. Therefore, each year, the Group adjusts its accrual based upon headcount and
inflation, excluding changes in compensation level.

This
liability as of December 31, 2012 represents the estimated future payments required to settle the obligation resulting from employee service, excluding the component related
to the future salary increases.

Contribution
expense was Euro 18.6 million, Euro 17.1 million and Euro 16.2 million for the years 2012, 2011 and 2010, respectively.

F-58

---





Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

In application of IAS 19, the valuation of TFR liability accrued as of December 31, 2006 was based on the Projected Unit Credit Cost method. The main assumptions utilized
are reported below:

2012

2011

2010ECONOMIC ASSUMPTIONSDiscount rate

3.25%

4.60%

4.60%Annual TFR increase rate

3.00%

3.00%

3.00%Death probability:

Those determined by the General Accounting Department of the Italian Government, named RG48

Those determined by the General Accounting Department of the Italian Government, named RG48

Those determined by the General Accounting Department of the Italian Government, named RG48Retirement probability:

Assuming the attainment of the first of the retirement requirements applicable for the Assicurazione Generale Obbligatoria (General Mandatory Insurance)

Assuming the attainment of the first of the retirement requirements applicable for the Assicurazione Generale Obbligatoria (General Mandatory Insurance)

Assuming the attainment of the first of the retirement requirements applicable for the Assicurazione Generale Obbligatoria (General Mandatory Insurance)


In order to take into account the uncertainties of the financial markets, the Group decided to use a discount rate based on corporate bonds with
an A rating as opposed to the AA rating used in 2011 and 2010. The change did not have a significant impact, estimated to be approximately Euro 2.1 million, on the calculation of the
liability as of December 31, 2012.

Movements
in liabilities during the course of the year are detailed in the following table:

(Amounts in thousands of Euro)

2012

2011

2010Liabilities at the beginning of the period


36,257


37,838


37,829Expenses for interests


1,606


1,685


1,929Actuarial loss (income)


4,532


(840
)

1,575Benefits paid


(2,687
)

(2,426
)

(3,495
)Liabilities at the end of the period


39,708


36,257


37,838


Pension funds

Qualified Pension PlansU.S. Holdings sponsors a qualified noncontributory defined benefit pension plan, the Luxottica Group Pension Plan ("Lux
Pension Plan"), which provides for the payment of benefits to eligible past and present employees of U.S. Holdings upon retirement. Pension benefits are gradually accrued based on length of service
and annual compensation under a cash balance formula. Participants become vested in the Lux Pension Plan after three years of vesting service as defined by the Lux Pension Plan.

F-59

---



Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

Nonqualified
Pension Plans and AgreementsU.S. Holdings also maintains a nonqualified, unfunded supplemental executive retirement plan ("Lux SERP") for participants of its
qualified pension plan to provide benefits in excess of amounts permitted under the provisions of prevailing tax law. The pension liability and expense associated with this plan are accrued using the
same actuarial methods and assumptions as those used for the qualified pension plan. This plan's benefit provisions mirror those of the Lux Pension Plan.

U.S.
Holdings also sponsors the Cole National Group, Inc. Supplemental Pension Plan. This plan is a nonqualified unfunded SERP for certain participants of the former Cole pension
plan who were designated by the Board of Directors of Cole on the recommendation of Cole's chief executive officer at such time. This plan provides benefits in excess of amounts permitted under the
provisions of the prevailing tax law. The pension liability and expense associated with this plan are accrued using the same actuarial methods and assumptions as those used for the qualified pension
plan.

The
following tables provide key information pertaining to the Lux Pension Plan and SERPs (amounts in thousands of Euro).

Obligations and Funded StatusPension Plan

SERPs2012

2011

2010

2012

2011

2010Change in benefit obligations:Benefit obligationbeginning of period


483,738


409,316


334,015


12,344


11,339


11,299Service cost


22,366


19,171


18,640


510


491


367Interest cost


24,189


21,323


21,700


488


625


627Actuarial (gain)/loss


54,071


29,051


26,417


1,153


896


455Settlement loss

















81Benefits paid


(15,209
)

(12,719
)

(14,152
)

(18
)

(969
)

(23
)Settlements











(3,897
)




(2,293
)Plan amendment





(85
)







(453
)

Translation difference


(11,590
)

17,681


22,696


(192
)

415


827Benefit obligationend of period


557,565


483,738


409,316


10,388


12,344


11,340


F-60

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)



Pension Plan

SERPs2012

2011

2010

2012

2011

2010Change in plan assets:Fair value of plan assetsbeginning of period


355,563


314,502


238,168








Expected return on plan assets


27,985


24,992


21,185








Actuarial gain/(loss) on plan assets


21,594


(28,762
)

14,462








Employer contribution


48,898


45,100


39,164








Direct benefit payments made by the company











3,915


969


2,316Benefits paid


(15,209
)

(12,719
)

(14,152
)

(18
)

(969
)

(23
)Settlements











(3,897
)




(2,293
)Translation difference


(9,056
)

12,450


15,675








Fair value of plan assetsend of period


429,775


355,563


314,502








Unfunded statusend of period


127,790


128,175


94,814


10,388


12,344


11,340


During
2010, the Lux SERP plan settled a portion of its benefit obligations through lump sum cash payments to certain plan participants. As a result of this action, the projected benefit
obligation was re-measured as of July 1, 2010. U.S. Holdings recognized an actuarial loss of Euro 81 thousand in earnings at the time of re-measurement.

F-61

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

Amounts
to be recognized in the statement of financial position and statement of income along with actual return on assets were as follows (amounts in thousands of Euro):

Pension Plan

SERPs2012

2011

2010

2012

2011

2010Amounts recognized in the statement of financial position:Liabilities:Present value of the obligation


577,565


483,738


409,316


10,388


12,344


11,340Fair value of plan assets


429,775


355,563


314,502








Liability recognized in statement of financial position


127,790


128,175


94,814


10,388


12,344


11,340Accumulated other comprehensive income:Net gain/(loss), beginning of year


(144,953
)

(80,141
)

(63,659
)

(4,339
)

(3,268
)

(2,627
)Asset gain/(loss)


21,594


(28,762
)

14,462








Liability experience gain/(loss)


6,020


(1,287
)

1,744


(578
)

(608
)

421Liability assumption change gain/(loss)


(60,091
)

(27,763
)

(28,161
)

(576
)

(289
)

(875
)Translation difference


3,652


(7,001
)

(4,527
)

115


(175
)

(187
)Accumulated other comprehensive income, end of year


(173,778
)

(144,953
)

(80,141
)

(5,378
)

(4,340
)

(3,268
)Service cost


22,366


19,171


18,640


510


491


367Interest cost


24,189


21,323


21,700


488


625


627Benefit vested





(85
)







(453
)

Expected return on plan assets


(27,985
)

(24,992
)

(21,185
)







Settlement loss

















81Expense recognized in profit or loss


18,570


15,416


19,155


998


663


1,075Actual return on assets:Expected return on assets


27,985


24,992


21,185








Actuarial gain/(loss) on plan assets


21,594


(28,762
)

14,462








Actual return on assets


49,579


(3,770
)

35,647











F-62

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

The
following tables show the main assumptions used to determine the benefit cost and the benefit obligation for the periods indicated below.

Pension Plan

SERPs2012

2011

2012

2011Weighted-average assumptions used to determine benefit obligations:Discount rate

4.30%

5.10%

4.30%

5.10%Rate of compensation increase

5% / 3% / 2%

5% / 3% / 2%

5% / 3% / 2%

5% / 3% / 2%Expected long-term return on plan assets

7.50%

8.00%

N/A

N/A




Pension Plan2012

2011

2010Weighted-average assumptions used to determine net periodic benefit cost:Discount rate

4.30%

5.10%

5.50%Expected long-term return on plan assets

7.50%

8.00%

8.00%Rate of compensation increase

5% / 3% / 2%

5% / 3% / 2%

5% / 3% / 2%Mortality table

2013 Static

2012 Static

RP-2000




SERPs2012

2011

2010Weighted-average assumptions used to determine net periodic benefit cost:Discount rate:For the year ended December 31

4.30%

5.10%

N/AFor the period prior to re-measurement

N/A

N/A

6.15%For the period after re-measurement

N/A

N/A

5.50%Expected long-term return on plan assets

N/A

N/A

N/ARate of compensation increase

5% / 3% / 2%

5% / 3% / 2%

5% / 3% / 2%Mortality table

2013 Static

2012 Static

RP-2000


F-63

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

Defined
benefit plan data for the current and previous four annual periods are as follows:

(Amounts in thousands of Euro)

2012

2011

2010

2009

2008Pension Plans:Defined benefit obligation


557,565


483,738


409,316


334,015


313,520Fair value of plan assets


429,775


355,563


314,501


238,168


184,379Plan surplus/(deficit)


(127,790
)

(128,175
)

(94,815
)

(95,847
)

(129,141
)Plan liabilities experience gain/(loss)


6,020


(1,287
)

1,744


(1,761
)

(4,379
)Plan assets experience gain/(loss)


21,594


(28,762
)

14,462


23,790


(73,341
)SERPs:Defined benefit obligation


10,388


12,344


11,340


11,299


12,015Fair value of plan assets














Plan surplus/(deficit)


(10,388
)

(12,344
)

(11,340
)

(11,299
)

(12,015
)Plan liabilities experience gain/(loss)


(578
)

(608
)

421


1,228


(927
)Plan assets experience gain/(loss)

















The
Group's discount rate is developed using a third party yield curve derived from non-callable bonds of at least an Aa rating by Moody's Investor Services or at least an AA
rating by Standard & Poor's. Each bond issue is required to have at least USD 250 million par outstanding. The yield curve compares the future expected benefit payments of the Lux
Pension Plan to these bond yields to determine an equivalent discount rate.

The
Group uses an assumption for salary increases based on a graduated approach of historical experience. The Group's experience shows salary increases that typically vary by age.

In
developing the long-term rate of return assumption, the Group considers its asset allocation. The Group analyzed historical rates of return being earned for each asset
category over various periods of time. Additionally, the Group considered input from its third-party pension asset managers, investment consultants and plan actuaries, including their review of asset
class return expectations and long-term inflation assumptions.

Plan AssetsThe Lux Pension Plan's investment policy is to invest plan assets in a manner to ensure over a
long-term investment horizon that the plan is adequately funded; maximize investment return within reasonable and prudent levels of risk; and maintain sufficient liquidity to make timely
benefit and administrative expense payments. This investment policy was developed to provide the framework within which the fiduciary's investment decisions are made, establish standards to measure
the investment manager's and investment consultant's performance, outline the roles and responsibilities of the various parties involved, and describe the ongoing review process. The investment policy
identifies target asset allocations for the plan's assets at 40% Large Cap U.S. Equity, 10% Small Cap U.S. Equity,

F-64

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

15%
International Equity, and 35% Fixed Income Securities, but an allowance is provided for a range of allocations to these categories as described in the table below.

Asset Class as a Percent of
Total AssetsAsset Category

Minimum

MaximumLarge Cap U.S. Equity


37
%

43
%Small Cap U.S. Equity


8
%

12
%International Equity


13
%

17
%Fixed Income Securities


32
%

38
%Cash and Equivalents


0
%

5
%


The
actual allocation percentages at any given time may vary from the targeted amounts due to changes in stock and bond valuations as well as timing of contributions to, and benefit
payments from, the pension plan trusts. The Lux Pension Plan's investment policy intends that any divergence from the targeted allocations should be of a short duration, but the appropriate duration
of the divergence will be determined by the Investment Subcommittee of the Luxottica Group Employee Retirement Income Security Act of 1974 ("ERISA") Plans Compliance and Investment Committee with the
advice of investment managers and/or investment consultants, taking into account current market conditions. During 2011, the Committee reviewed the Lux Pension Plan's asset allocation monthly and if
the allocation was not within the above ranges, the Committee re-balanced the allocations if appropriate based on current market conditions.

Plan
assets are invested in diversified portfolios consisting of an array of asset classes within the above target allocations and using a combination of active and passive strategies.
Passive strategies involve investment in an exchange-traded fund that closely tracks an index fund. Active strategies employ multiple investment management firms. Risk is controlled through
diversification among asset classes, managers, styles, market capitalization (equity investments) and individual securities. Certain transactions and securities are prohibited from being held in the
Lux Pension Plan's trusts, such as ownership of real estate other than real estate investment trusts, commodity contracts, and American Depositary Receipts ("ADR") or common stock of the Group. Risk
is
further controlled both at the asset class and manager level by assigning benchmarks and excess return targets. The investment managers are monitored on an ongoing basis to evaluate performance
against the established market benchmarks and return targets.

Quoted
market prices are used to measure the fair value of plan assets, when available. If quoted market prices are not available, the inputs utilized by the fund manager to derive net
asset value are observable and no significant adjustments to net asset value were necessary.

ContributionsU.S. Holdings expects to contribute Euro 38.8 million to its pension plan and
Euro 2.2 million to the SERP in 2013.

Other BenefitsU.S. Holdings provides certain post-employment medical, disability and life insurance benefits. The
Group's accrued liability related to this obligation as of December 31, 2012 and 2011, was Euro 1.2 million and Euro 1.3 million, respectively.

F-65

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

U.S.
Holdings sponsors the following additional benefit plans, which cover certain present and past employees of some of its US subsidiaries:

(a)   U.S.
Holdings provides, under individual agreements, post-employment benefits for continuation of health care benefits and life insurance coverage to former
employees after employment. As of December 31, 2012 and 2011, the accrued liability related to these benefits was Euro 0.5 million and Euro 0.7 million,
respectively.

(b)   U.S.
Holdings maintains the Cole National Group, Inc. Supplemental Retirement Benefit Plan, which provides supplemental retirement benefits for certain highly
compensated and management employees who were previously designated by the former Board of Directors of Cole as participants. This is an unfunded noncontributory defined contribution plan. Each
participant's account is credited with interest earned on the average balance during the year. This plan was frozen as to future salary credits on the effective date of the Cole acquisition in 2004.
The plan liability was Euro 0.7 million and Euro 0.8 million at December 31, 2012 and 2011, respectively.

U.S.
Holdings sponsors certain defined contribution plans for its United States and Puerto Rico employees. The cost of contributions incurred in 2012, 2011 and 2010 was
Euro 8.4 million,
Euro 4.8 million and Euro 0.0 million, respectively, and was recorded in general and administrative expenses in the consolidated statement of income. U.S. Holdings also
sponsors a defined contribution plan for all U.S. Oakley associates with at least six months of service. The cost for contributions incurred in 2012, 2011 and 2010 was Euro 1.8 million,
Euro 1.7 million and Euro 1.5 million, respectively.

The
Group continues to participate in superannuation plans in Australia and Hong Kong. The plans provide benefits on a defined contribution basis for employees upon retirement,
resignation, disablement or death. Contributions to defined contribution superannuation plans are recognized as an expense as the contributions are paid or become payable to the fund. Contributions
are accrued based on legislated rates and annual compensation.

Health Benefit PlansU.S. Holdings partially subsidizes health care benefits for eligible retirees. Employees generally
become eligible for retiree
health care benefits when they retire from active service between the ages of 55 and 65. Benefits are discontinued at age 65. During 2009, U.S. Holdings provided for a one-time special
election of early retirement to certain associates age 50 or older with 5 or more years of service. Benefits for this group are also discontinued at age 65 and the resulting special termination
benefit is immaterial.

The
plan liability of Euro 3.5 million and Euro 3.7 million at December 31, 2012 and 2011, respectively, is included in other non-current
liabilities on the consolidated statement of financial position.

The
cost of this plan in 2012, 2011 and 2010 as well as the 2013 expected contributions are immaterial.

For
2013, a 9.0% (9.5% for 2012) increase in the cost of covered health care benefits was assumed. This rate was assumed to decrease gradually to 5% for 2021 and remain at that level
thereafter. The health care cost trend rate assumption could have a significant effect on the amounts reported. A 1.0% increase or decrease in the health care trend rate would not have a material
impact on the consolidated

F-66

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

22.  EMPLOYEE BENEFITS (Continued)

financial
statements. The weightedaverage discount rate used in determining the accumulated postretirement benefit obligation was 4.3% at December 31, 2012 and 5.1% at
December 31, 2011.

The
weighted-average discount rate used in determining the net periodic benefit cost for 2012, 2011 and 2010 was 5.1%, 5.5% and 6.15%, respectively.

23.  NON-CURRENT PROVISIONS FOR RISK AND OTHER CHARGES

The balance is detailed below (amounts in thousands of Euro):

Legal
risk

Self-
insurance

Tax
provision

Other
risks

TotalBalance as of December 31, 2011


8,598


23,763


36,397


11,643


80,400Increases


2,824


7,129


12,089


2,015


24,057Decreases


(2,812
)

(6,323
)

(5,128
)

(1,196
)

(15,460
)Business combinations








17,541


17,234


34,775Translation difference and other movements


132


(520
)

8


(3,781
)

(4,161Balance as of December 31, 2012


8,741


24,049


60,907


25,915


119,612


Other
risks include (i) accruals for risks related to sales agents of certain Italian companies of Euro 6.7 million (Euro 7.1 million as of
December 31, 2011) and (ii) accruals for decommissioning the costs of certain subsidiaries of the Group operating in the Retail Segment of Euro 2.8 million
(Euro 2.4 million as of December 31, 2011).

The
Company is self-insured for certain types of losses (please refer to Note 19 "Short-term Provisions for Risks and Other Charges" for further details).

The
Tax and Other risk provisions related to business combinations relate to Tecnol (please refer to Note 4 "Business Combinations" for further details).

24.  OTHER NON-CURRENT LIABILITIES

The balance of other non-current liabilities was Euro 52.7 million and Euro 66.8 million as of December 31, 2012 and 2011, respectively.

The
balance mainly includes "Other liabilities" of the North American retail operations of Euro 40.6 million and Euro 49.1 million as of December 31,
2012 and 2011, respectively.

25.  LUXOTTICA GROUP STOCKHOLDERS' EQUITY

Capital Stock

The share capital of Luxottica Group S.p.A. as of December 31, 2012 amounted to Euro 28,394,291.82 and was comprised of 473,238,197 ordinary
shares with a par value of Euro 0.06 each.

F-67

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

25.  LUXOTTICA GROUP STOCKHOLDERS' EQUITY (Continued)

The share capital of Luxottica Group S.p.A. as of December 31, 2011 amounted to Euro 28,041,100.62 and was comprised of 467,351,677 ordinary shares with a par value
of Euro 0.06 each.

Following
the exercise of 5,886,520 options to purchase ordinary shares granted to employees under existing stock option plans, the share capital increased by Euro 353,191.20
during 2012.

The
total options exercised in 2012 were 5,886,520, of which 138,100 refer to the 2003 Plan, 534,200 refer to the 2004 Plan, 100,000 refer to the Extraordinary 2004 Plan, 441,256 refer
to the 2005 Plan, 70,000 refer to the 2006 Plan, 5,000 refer to the 2007 Plan, 782,530 refer to the 2008 Plan, 1,475,434 refer to the 2009 Plan (reassignment of the 2006/2007 Plans), 1,912,500 refer
to the 2009 Extraordinary Plan (reassignment of the 2006 extraordinary plan), 417,500 refer to the 2009 Ordinary Plan, 5,000 refer to the 2010 Plan and 5,000 refer to the 2011 Plan.

Legal reserve

This reserve represents the portion of the Company's earnings that are not distributable as dividends, in accordance with Article 2430 of the Italian Civil
Code.

Additional paid-in capital

This reserve increases with the expensing of options or excess tax benefits from the exercise of options.

Retained earnings

These include subsidiaries' earnings that have not been distributed as dividends and the amount of consolidated companies' equities in excess of the corresponding
carrying amounts of investments. This item also includes amounts arising as a result of consolidation adjustments.

Translation reserve

Translation differences are generated by the translation into Euro of financial statements prepared in currencies other than Euro.

Treasury reserve

Treasury reserve was equal to Euro 91.9 million as of December 31, 2012 (Euro 117.4 million as of December 31, 2011).
The decrease of Euro 25.5 million was due to grants to certain top executives of approximately 1.5 million treasury shares as a result of the Group having achieved the financial
targets identified by the Board of Directors under the 2009 PSP. As a result of these equity grants, the number of Group treasury shares was reduced from 6,186,425 as of December 31, 2011 to
4,681,025 as of December 31, 2012.

F-68

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

26.  NON-CONTROLLING INTERESTS

Equity attributable to non-controlling interests amounted to Euro 11.9 million and Euro 12.2 million as of December 31, 2012 and
December 31, 2011, respectively. The decrease is primarily due to the payment of dividends of Euro 4.7 million partially offset by results for the period equal to
Euro 4.2 million.

27.  INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME

OTHER INCOME/(EXPENSE)

The composition of other income/(expense) is as follows (amounts in thousands of Euro):

INTEREST EXPENSE

2012

2011

2010Interest expense on bank overdrafts


(2,869
)

(2,024
)

(1,776
)Interest expense on loans


(121,049
)

(110,343
)

(99,028
)Interest expense on derivatives


(7,684
)

(6,541
)

(3,950
)Other interest expense


(6,539
)

(2,159
)

(2,233
)Total interest expense


(138,140
)

(121,067
)

(106,987
)




INTEREST INCOME

2012

2011

2010Interest income on bank accounts


14,928


8,496


4,231Interest income on securities








829Interest income on derivatives


1,689


1,481


1,536Interest income on loans


2,293


2,495


1,898Total interest income


18,910


12,472


8,494




OTHERNET

2012

2011

2010Othernet from derivative financial instruments and translation differences


(1,109
)

752


(3,287
)Othernet


(5,354
)

(4,025
)

(4,843
)Total othernet


(6,463
)

(3,273
)

(8,130
)


PROVISION FOR INCOME TAXES

The income tax provision is as follows:

INCOME TAX PROVISION(Amounts in thousands of Euro)

2012

2011

2010Current taxes


(339,385
)

(252,044
)

(204,572
)Deferred taxes


28,910


15,072


(13,647
)Total income tax provision


(310,476
)

(236,972
)

(218,219
)


F-69

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

27.  INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME (Continued)

The
reconciliation between the Italian statutory tax rate and the effective rate is shown below:

As of December 31,2012

2011

2010Italian statutory tax rate


31.4
%

31.4
%

31.4
%Aggregate effect of different tax rates in foreign jurisdictions


3.3
%

2.4
%

1.4
%Non-deductible impairment loss








1.1
%Accrual for tax audit of Luxottica S.r.l. (fiscal year 2007)


1.2
%




Aggregate other effects


0.4
%

0.3
%

2.1
%Effective rate


36.3
%

34.1
%

36.0
%


28.  COMMITMENTS AND RISKS

Licensing agreements

The Group has entered into licensing agreements with certain designers for the production, design and distribution of sunglasses and prescription frames.

Under
these licensing agreementswhich typically have terms ranging from 3 to 10 yearsthe Group is required to pay a royalty generally ranging from 5% to
14% of net sales. Certain contracts also provide for the payment of minimum annual guaranteed amounts and a mandatory marketing contribution (the latter typically amounts to between 5% and 10% of net
sales). These agreements can typically be terminated early by either party for a variety of reasons, including but not limited to non-payment of royalties, failure to reach minimum sales
thresholds, product alteration and, under certain conditions, a change in control of Luxottica Group S.p.A.

Minimum
payments required in each of the years subsequent to December 31, 2012 are detailed as follows (amounts in thousands of Euro):

Year ending December 312013


98,0362014


89,2522015


81,9702016


67,1812017


57,451Subsequent years


211,424Total


605,314


Rentals, leasing and licenses

The Group leases through its worldwide subsidiaries various retail stores, plants, warehouses and office facilities as well as certain of its data processing and
automotive equipment under operating lease

F-70

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

28.  COMMITMENTS AND RISKS (Continued)

arrangements.
These agreements expire between 2013 and 2026 and provide for renewal options under various conditions. The lease arrangements for the Group's U.S. retail locations often include
escalation clauses and provisions requiring the payment of incremental rentals, in addition to any established minimums contingent upon the achievement of specified levels of sales volume. The Group
also operates departments in various host stores, paying occupancy costs solely as a percentage of sales. Certain agreements which provide for operations of departments in a major retail chain in the
United States contain short-term cancellation clauses.

Total
rental expense for each year ended December 31 is as follows:

(Amounts in thousands of Euro)

2012

2011

2010Minimum lease payments


442,932


328,261


254,958Additional lease payments


99,377


90,876


66,898Sublease payments


(25,754
)

(23,005
)

(26,611
)Total


516,555


396,132


295,245


Future
rental commitments, including contracted rent payments and contingent minimums, are as follows:

Year ending December 31(Amounts in thousands of Euro)2013


296,4112014


248,8052015


197,6202016


152,9292017


108,925Subsequent years


186,951Total


1,191,640


Other commitments

The Group is committed to pay amounts in future periods for endorsement contracts, supplier purchase and other long-term commitments. Endorsement
contracts are entered into with selected athletes and others who endorse Oakley products. Oakley is often required to pay specified minimal annual commitments and, in certain cases, additional amounts
based on performance goals. Certain contracts provide additional incentives based on the achievement of specified goals. Supplier commitments have been entered into with various suppliers in the
normal course of business. Other commitments mainly include auto, machinery and equipment lease commitments.

F-71

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

28.  COMMITMENTS AND RISKS (Continued)

Future
minimum amounts to be paid for endorsement contracts and supplier purchase commitments at December 31, 2012 are as follows:

Year ending December 31(Amounts in thousands of Euro)

Endorsement contracts

Supply commitments

Other commitments2013


6,626


18,504


6,8892014


3,999


21,578


5,6622015


3,725


12,045


2,1362016


99


4,841


972017





4,401


Subsequent years





16,889


Total


14,449


78,258


14,784


Guarantees

The United States Shoe Corporation, a wholly-owned subsidiary within the Group, has guaranteed the lease payments for five stores in the United Kingdom. These
lease agreements have varying termination dates through June 30, 2017. At December 31, 2012, the Group's maximum liability amounted to Euro 2.6 million
(Euro 3.3 million at December 31, 2011).

A
wholly-owned U.S. subsidiary guaranteed future minimum lease payments for lease agreements on certain stores. The lease agreements were signed directly by the franchisees as part of
certain franchising agreements. Total minimum guaranteed payments under this guarantee were Euro 1.0 million (USD 1.3 million) at December 31, 2012
(Euro 1.4 million at December 31, 2011). The commitments provided for by the guarantee arise if the franchisee cannot honor its financial commitments under the lease agreements. A
liability has been accrued using an expected present value calculation. Such amount is immaterial to the consolidated financial statements as of December 31, 2012 and 2011.

Litigation

French Competition Authority Investigation

Our French subsidiary Luxottica France S.A.S., together with other major competitors in the French eyewear industry, has been the subject of an
anti-competition investigation conducted by the French Competition Authority relating to pricing practices in such industry. The investigation is ongoing and, to date, no formal action has
yet been taken by the French Competition Authority. As a consequence, it is not possible to estimate or provide a range of potential liability that may be involved in this matter. The outcome of any
such action, which the Group intends to vigorously defend, is inherently uncertain, and there can be no assurance that such action, if adversely determined, will not have a material adverse effect on
our business, results of operations and financial condition.

F-72

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

28.  COMMITMENTS AND RISKS (Continued)

Other proceedings

The Company and its subsidiaries are defendants in various other lawsuits arising in the ordinary course of business. It is the opinion of the management of the
Company that it has meritorious defenses against all such outstanding claims, which the Company will vigorously pursue, and that
the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position or results of operations.

29.  RELATED PARTY TRANSACTIONS

Licensing Agreements

The Group executed an exclusive worldwide license for the production and distribution of Brooks Brothers brand eyewear. The brand is held by Brooks Brothers
Group, Inc. ("BBG"), which is owned and controlled by a director of the Company, Claudio Del Vecchio. The license expires on December 31, 2014 but is renewable until December 31,
2019. Royalties paid under this agreement to BBG were Euro 0.7 million in 2012 and Euro 0.6 million in 2011.

Service Revenues

During the years ended December 31, 20 12, 2011 and 2010, U.S. Holdings performed consulting and advisory services relating to risk management and
insurance for Brooks Brothers Group, Inc. Amounts received for the services provided for those years were Euro 0.1 million, Euro 0.1 million and
Euro 0.1 million, respectively. Management believes that the compensation received for these services was fair to the Company.

Purchase of Real Estate

On November 7, 2011, the Company acquired a building next to its registered office in Milan for a purchase price of Euro 21.4 million from
Partimmo S.r.l., a company indirectly controlled by the Company's Chairman of the Board of Directors. The purchase price is in line with the fair market value of the building based on a
valuation prepared by an independent expert appointed by the Board's Internal Control Committee (presently, the Control and Risk Committee). The Company recorded this asset at cost. As of
December 31, 2011, approximately Euro 2.9 million of improvements were made to the building, a portion of which (equal to approximately Euro 0.4 million plus VAT)
was paid by the Company to Partimmo S.r.l. as a reimbursement of part of the renovation costs.

Incentive Stock Option Plans

On September 14, 2004, the Company announced that its primary stockholder, Leonardo Del Vecchio, had allocated 2.11% of the shares of the
Companyequal to 9.6 million shares, owned by him through the company La Leonardo Finanziaria S.r.l. and currently owned through Delfin S.à r.l., a financial
company owned by the Del Vecchio family, to a stock option plan for the senior management of the Company. The options became exercisable on June 30, 2006 following the meeting of certain
economic objectives and, as such, the holders of these options became entitled to exercise such options beginning on that date until their termination in 2014. During 2012, 3.9 million options
(0.7 million in 2011) from this grant were exercised. As of December 31, 2012, 3.4 million options were outstanding.

F-73

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

29.  RELATED PARTY TRANSACTIONS (Continued)

A
summary of related party transactions as of December 31, 2012, 2011 and 2010, is provided below. In 2011, the Group completed the acquisition of Multiópticas,
which is no longer considered a related party as of December 31, 2011. Please refer to note 4 "Business Combinations" for further details. The below table reports the revenues and costs
related to the transactions with Multiópticas that occurred until the completion of the acquisition.

Consolidated Statement
of Income

Consolidated Statement
of Financial PositionRelated parties
As of December 31, 2012(Amounts in thousands of Euro)Revenues

Costs

Assets

LiabilitiesBrooks Brothers Group, Inc.





802


13


40Eyebiz Laboratories Pty Limited


1,194


44,862


7,898


9,086Others


650


764


447


72Total


1,844


46,428


8,358


9,198




Consolidated Statement
of Income

Consolidated Statement
of Financial PositionRelated parties
As of December 31, 2011(Amounts in thousands of Euro)Revenues

Costs

Assets

LiabilitiesBrooks Brothers Group, Inc.





984





155Multiópticas Group


4,743


25


1,600


2,465Eyebiz Laboratories Pty Limited


970


44,584


8,553


17,793Others


581


871


727


159Total


6,294


46,464


10,880


20,572




Consolidated Statement
of Income

Consolidated Statement
of Financial PositionRelated parties
As of December 31, 2010(Amounts in thousands of Euro)Revenues

Costs

Assets

LiabilitiesBrooks Brothers Group, Inc.


112


731





59Multiópticas Group


9,161


148


2,434


2,510Eyebiz Laboratories Pty Limited





33,941


616


14,054Others


275


801


269


Total


9,548


35,621


3,319


16,623


Total
remuneration due to key managers amounted to approximately Euro 43.2 million, Euro 48.9 million and Euro 51.0 million in 2012, 2011 and
2010, respectively.

30.  EARNINGS PER SHARE

Basic and diluted earnings per share were calculated as the ratio of net income attributable to the stockholders of the Company for 2012, 2011 and 2010 amounting to
Euro 541,700 thousand, Euro 452,343 thousand and Euro 402,186 thousand, respectively, to the number of outstanding sharesbasic and dilutive of
the Company.

F-74

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

30.  EARNINGS PER SHARE (Continued)

Basic
earnings per share in 2012 were equal to Euro 1.17, compared to Euro 0.98 and Euro 0.88 in 2011 and 2010, respectively. Diluted earnings per share in 2012 were
equal to Euro 1.15 compared to Euro 0.98 and Euro 0.87 in 2011 and 2010, respectively.

The
table reported below provides the reconciliation between the average weighted number of shares utilized to calculate basic and diluted earnings per share:

2012

2011

2010Weighted average shares outstandingbasic


464,643,093


460,437,198


458,711,441Effect of dilutive stock options


4,930,749


2,859,064


1,823,956Weighted average shares outstandingdilutive


469,573,841


463,296,262


460,535,397Options not included in calculation of dilutive shares as the average value was greater than the average price during the
respective period or performance measures related to the awards have not yet been met


3,058,754


11,253,701


11,497,532


31.  DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives are classified as current or non-current assets and liabilities. The fair value of derivatives is classified as a long-term asset or liability for the
portion of cash flows expiring after 12 months, and as a current asset or liability for the portion expiring within 12 months.

The
ineffective portion recorded in other-net within the consolidated statement of income amounted to Euro 0.0 thousand (Euro 151.1 thousand and
Euro 47.4 thousand in 2011 and 2010, respectively).

The
table below shows the assets and liabilities related to derivative contracts in effect as of December 31, 2012 and 2011 (amounts in thousands of Euro):

2012

2011Assets

Liabilities

Assets

LiabilitiesInterest rate swapscash flow hedge





(438
)




(20,717
)Forward contractscash flow hedge


6,048


(681
)

668


(3,890
)Total


6,048


(1,119
)

668


(24,608
)of which:Non-current portionInterest rate swapscash flow hedge











(8,550
)Forward contractscash flow hedge











Total











(8,550
)Current portion


6,048


(1,119
)

668


(16,058
)


F-75

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

31.  DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

The
table below shows movements in the stockholders' equity due to the reserve for cash flow hedges (amounts in thousands of Euro):

Balance as of January 1, 2011


(35,132
)Fair value adjustment of derivatives designated as cash flow hedges


(4,678
)Tax effect on fair value adjustment of derivatives designated as cash flow hedges


1,856Amounts reclassified to the consolidated statement of income


37,228Tax effect on amounts reclassified to the consolidated statement of income


(13,292
)Balance as of December 31, 2011


(14,018
)Fair value adjustment of derivatives designated as cash flow hedges


3,163Tax effect on fair value adjustment of derivatives designated as cash flow hedges


(2,512
)Amounts reclassified to the consolidated statement of income


17,044Tax effect on amounts reclassified to the consolidated statement of income


(3,995
)Balance as of December 31, 2012


(318
)


Interest rate swaps

The aggregate notional amount of the existing interest rate swap instruments effective as of December 31, 2012 is
Euro 70 million.

32.  SHARE-BASED PAYMENTS

Beginning in April 1998, certain officers and other key employees of the Company and its subsidiaries were granted stock options of Luxottica Group S.p.A. under the Company's
stock option plans (the "plans"). In order to strengthen the loyalty of some key employeeswith respect to individual targets, and in order to enhance the overall capitalization of the
Companythe Company's stockholders meetings approved three stock capital increases on March 10, 1998, September 20, 2001 and June 14, 2006, respectively, through the
issuance of new common shares to be offered for subscription to employees. On the basis of these stock capital increases, the authorized share capital was equal to Euro 29,537,918.57. These
options become exercisable at the end of a three-year vesting period. Certain options may contain accelerated vesting terms if there is a change in ownership (as defined in the plans).

The
stockholders' meeting has delegated the Board of Directors to effectively execute, in one or more installments, the stock capital increases and to grant options to employees. The
Board can also:



F-76

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

Upon execution of the proxy received from the Stockholders' meeting, the Board of Directors has granted a total of 55,909,800 options of which, as of December 31, 2012, 22,738,197
have been exercised.

On
May 7, 2012, the Board of Directors granted 687,500 options to employees domiciled in the United States with a fair value of Euro 7.85 per option as well as 1,389,000
options to employees domiciled outside the United States with a fair value of Euro 8.23 per option.

In
total, the Board of Directors approved the following stock option plans:

Plan

Granted

Exercised1998 Ordinary Plan


3,380,400


2,716,6001999 Ordinary Plan


3,679,200


3,036,8002000 Ordinary Plan


2,142,200


1,852,5332001 Ordinary Plan


2,079,300


1,849,0002002 Ordinary Plan


2,348,400


2,059,0002003 Ordinary Plan


2,397,300


2,199,3002004 Ordinary Plan


2,035,500


1,967,0002005 Ordinary Plan


1,512,000


1,107,0002006 Ordinary Plan(*)


1,725,000


70,0002007 Ordinary Plan(*)


1,745,000


5,0002008 Ordinary Plan


2,020,500


1,060,5302009 Ordinary Plan


1,050,000


417,5002009 Ordinary Plan: reassignment of options granted under the 2006 and 2007 Ordinary Plans to non-US
beneficiaries


2,060,000


1,047,4342009 Ordinary Plan: reassignment of options granted under the 2006 and 2007 Ordinary Plans to US
beneficiaries


825,000


428,0002001 Performance Plan


1,170,000


2004 Performance Plan


1,000,000


1,000,0002006 Performance PlanUS beneficiaries(*)


3,500,000


2006 Performance Plannon-US beneficiaries(*)


9,500,000


2009 Performance Plan: reassignment of options granted under the 2006 performance plans to non-US domiciled
beneficiaries


4,250,000


750,0002009 Performance Plan: reassignment of options granted under the 2006 performance plans to US domiciled
beneficiaries


1,450,000


1,162,5002010 Ordinary Plan


1,924,500


5,0002011 Ordinary Plan


2,039,000


5,0002012 Ordinary Plan


2,076,500


Total


55,909,800


22,738,197


(*)The
plan was reassigned in 2009.


On
May 13, 2008, a Performance Shares Plan for senior managers within the Company as identified by the Board of Directors of the Company (the "Board") (the "2008 PSP") was
adopted. The beneficiaries of the 2008 PSP are granted the right to receive ordinary shares, without consideration, if

F-77

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

certain
financial targets set by the Board of Directors are achieved over a specified three-year period. 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 1,003,000 rights to receive ordinary shares, which could be increased by 20% up to a maximum of 1,203,600 units, if certain consolidated
cumulative earnings per share targets are achieved over the three-year period from 2008 through 2010. As of December 31, 2010, the consolidated cumulative earnings per share targets
were not achieved and therefore the plan did not vest.

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"),
which can be increased by 25% up to a maximum of 1,793,750 units, if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2009 through
2011. As of December 31, 2011, the consolidated cumulative earnings per share targets were achieved and therefore the rights under the plan vested. Pursuant to the PSP plan adopted in 2008, on
April 29, 2010, the Board of Directors granted certain of our key employees 692,000 rights to receive ordinary shares ("PSP 2010"), which can be increased by 25% up to a maximum of 865,000
units, if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2010 through 2012. As of December 31, 2012, 62,500 of the 865,000
units granted had been forfeited. As of December 31, 2012, the consolidated cumulative earnings per share targets were achieved and therefore the rights under this plan vested.

Pursuant
to the PSP plan adopted in 2008, on April 28, 2011, the Board of Directors granted certain of our key employees 665,000 rights to receive ordinary shares ("PSP 2011"),
which can be increased by 15% up to a maximum of 764,750 units, if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2011 through
2013. Management expects that the targets will be met. As of December 31, 2011, 11,500 of the 764,750 units granted had been forfeited.

Pursuant
to the PSP plan adopted in 2008, on May 7, 2012, the Board of Directors granted certain of our key employees 601,000 rights to receive ordinary shares ("PSP 2012"), which
may be increased by 20% up to a maximum of 721,200 units, if certain consolidated cumulative earning per share targets are achieved over the three-year period from 2012 through 2014.
Management expects that the target will be met. As of December 31, 2012, none of the 721,200 unites granted had been forfeited.

The
information requested by IFRS 2 on stock option plans is reported below.

F-78

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

The
fair value of the stock options was estimated on the grant date using the binomial model and following weighted average assumptions:

2012 Ordinary Plan
for citizens
resident in the
U.S.

2012 Ordinary Plan
for citizens not
resident in the
U.S.A.

PSP 2012Share price at the grant date (in Euro)


28.23


28.23


28.23Expected option life


5.61 years


5.61 years


3 yearsVolatility


35.70
%

35.70
%

Dividend yield


1.94
%

1.94
%

1.94
%Risk-free interest rate


1.40
%

1.40
%




Expected
volatilities are based on implied volatilities from traded share options on the Company's stock, historical volatility of the Company's share price and other factors. The
expected option life is based on the historical exercise experience for the Company based upon the date of grant and represents the period of time that options granted are expected to be outstanding.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Federal Treasury or European government bond yield curve, as appropriate, in effect at the
time of grant.

The
weighted average fair value of the stock options under plans granted in 2012 was Euro 8.10. The fair value of the units granted under the 2012 PSP was Euro 26.65 per
unit.

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

Movements
reported in the various stock option plans in 2012 are reported below:

Exercise
price

Currency

N° of options
outstanding as of
December 31, 2011

Granted
options

Forfeited
options

Exercised
options

Expired
options

N° of options
outstanding as of
December 31, 20122003 Ordinary Plan


10.51

Euro


146,100





(8,000
)

(138,100
)




2004 Ordinary Plan


13.79

Euro


555,500








(534,200
)




21,3002004 Performance Plan


18.59

USD


100,000








(100,000
)




2005 Ordinary Plan


16.89

Euro


666,256








(441,256
)




225,0002006 Ordinary Plan


22.19

Euro


70,000








(70,000
)




2006 Performance Plan B


20.99

Euro


1,100,000














1,100,0002007 Ordinary Plan


24.03

Euro


20,000








(5,000
)




15,0002008 Ordinary Plan


18.08

Euro


1,401,000





(10,000
)

(782,530
)




608,4702009 Ordinary plan for citizens not resident in the U.S.


13.45

Euro


336,000





(28,000
)

(174,500
)




133,5002009 Ordinary plan for citizens resident in the U.S.


14.99

Euro


523,000





(44,000
)

(243,000
)




236,0002009 Planreassignment of 2006/2007 plans for citizens not resident in the U.S.


13.45

Euro


1,845,000





(5,000
)

(1,047,434
)




792,5662009 Planreassignment of 2006/2007plans for citizens resident in the U.S.


15.03

Euro


645,000





(5,000
)

(428,000
)




212,0002009 Planreassignment of STR 2006 plans for citizens not resident in the U.S.


13.45

Euro


4,250,000








(750,000
)




3,500,0002009 Planreassignment of STR 2006 plans for citizens resident in the U.S.


15.11

Euro


1,350,000








(1,162,500
)




187,5002010 Ordinary Planfor citizens not resident in the U.S.


20.72

Euro


1,175,000





(51,500
)

(5,000
)




1,118,5002010 Ordinary Planfor citizens resident in the U.S.


21.23

Euro


616,500





(101,000
)







515,5002011 Ordinary Planfor citizens not resident in the U.S.


22.62

Euro


1,309,500





(27,500
)

(5,000
)




1,277,0002011 Ordinary Planfor citizens resident in the U.S.


23.18

Euro


705,500





(107,000
)







598,5002012 Ordinary Planfor citizens not resident in the U.S.


28.32

Euro





1,389,000











1,389,0002012 Ordinary Planfor citizens resident in the U.S.


26.94

Euro





687,500


(30,500
)







657,000Total







16,814,356


2,076,500


(417,500
)

(5,886,520
)




12,586,836


F-80

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

Options exercisable on December 31, 2012 are summarized in the following table:

Number of options
exercisable as of
December 31, 20122004 Plan


21,3002005 Plan


225,0002006 Extraordinary plan


1,100,0002007 Plan


15,0002008 Plan


608,4702009 Ordinary planfor citizens not resident in the U.S.


133,5002009 Ordinary planfor citizens resident in the U.S.


236,0002009 Planreassignment of 2006/2007 plans for citizens not resident in the U.S.


792,5662009 Planreassignment of 2006/2007 plans for citizens resident in the U.S.


212,0002009 Planreassignment of 2006 plans for citizens not resident in the U.S.


3,500,0002009 Planreassignment of 2006 plans for citizens resident in the U.S.


187,500Total


7,031,336


The
remaining contractual life of plans in effect on December 31, 2012 is highlighted in the following table:

Remaining contractual
life in years2004 Ordinary Plan


0.082005 Ordinary Plan


1.082006 Ordinary Plan


2.082006 Performance Plan B


2.572007 Ordinary Plan


3.182008 Ordinary Plan


4.202009 Ordinary plan for citizens not resident in the U.S.


5.352009 Ordinary plan for citizens resident in the U.S.


5.352009 Planreassignment of 2006/2007 plans for citizens resident in the U.S.


4.252009 Planreassignment of 2006/2007 plans for citizens not resident in the U.S.


5.352009 Planreassignment of 2006 plans for citizens not resident in the U.S.


5.352009 Planreassignment of 2006 plans for citizens resident in the U.S.


5.452010 Ordinary Planfor citizens not resident in the U.S.


6.332010 Ordinary Planfor citizens resident in the U.S.


6.332011 Ordinary Planfor citizens not resident in the U.S.


7.332011 Ordinary Planfor citizens resident in the U.S.


7.332012 Ordinary Planfor citizens not resident in the U.S.


8.352012 Ordinary Planfor citizens resident in the U.S.


8.35


With
regards to the options exercised during the course of 2012, the weighted average share price of the shares in 2012 was equal to Euro 27.5.

F-81

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Table of Contents

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2012

32.  SHARE-BASED PAYMENTS (Continued)

The
Group has recorded an expense for the ordinary stock option plans of Euro 10.8 million, Euro 9.7 million and Euro 8.6 million in 2012, 2011
and 2010, respectively. For the 2009, 2010, 2011 and 2012 PSP plans, the Group recorded an expense of Euro 30.5 million, Euro 28.3 million and
Euro 24.3 million in 2012, 2011 and 2010, respectively. No expense on the 2008 PSP was recorded in 2010, 2009 and 2008, since the consolidated EPS targets were not met.

The
stock plans outstanding as of December 31, 2012 are conditional upon satisfying the service conditions. The 2004 and 2009 performance plans as well as all the PSP plans are
conditional upon satisfying service as well as performance conditions.

33.  DIVIDENDS

During 2012, the Company distributed aggregate dividends to its stockholders of Euro 227.4 million equal to Euro 0.49 per ordinary share. Dividends distributed to
non-controlling interests totaled Euro 2.3 million. During 2011, the Company distributed aggregate dividends to its stockholders of Euro 202.5 million equal to
Euro 0.44 per ordinary share. Dividends distributed to non-controlling interests totaled Euro 2.0 million.

34.  CAPITAL MANAGEMENT

The Group's objectives when managing capital are to safeguard the Group's ability to continue, as a going concern, to provide returns to shareholders and benefit to other stockholders
and to maintain an optimal capital structure to reduce the cost of capital.

Consistent
with others in the industry, the Group monitors capital also on the basis of the gearing ratio that is calculated as net financial position divided by total capital. Net
financial position is
calculated as total borrowings (including short-term borrowing and current and non-current portions of long-term debt) less cash and cash equivalents. Total capital is
calculated as equity, as shown in the consolidated statement of financial position, plus net financial position.

2012

2011Total borrowings (notes 15 and 21)


2,452.5


2,936.7less cash and cash equivalents


(790.1
)

(905.1
)Net financial position


1,662.4


2,031.6Total equity


3,993.2


3,625.1Capital


5,655.6


5,656.7Gearing ratio


29.3
%

35.9
%


35.  SUBSEQUENT EVENTS

On January 23, 2013, the Company completed the acquisition of Alain Mikli International, a French luxury and contemporary eyewear company. The cash portion of the consideration
for the acquisition was Euro 85.4 million. The purchase price paid in the first quarter of 2013, including the assumption of approximately Euro 15 million of Alain Mikli's
debt, totaled Euro 91 million. Net sales generated by Alain Mikli International in 2012 were approximately Euro 55.5 million. The Company uses various methods to calculate
the fair value of the Alain Mikli assets acquired and the liabilities assumed. The valuation processes have not been concluded as of the date these consolidated financial statements were authorized
for issue. In accordance with IFRS 3, the fair value of the net assets and liabilities assumed will be defined within 12 months from the acquisition date.

F-82

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Table of Contents

Attachment 1

EXCHANGE RATES USED TO TRANSLATE FINANCIAL STATEMENTS PREPARED IN CURRENCIES OTHER THAN THE EURO

Average
exchange rate
for the
year ended
December 31,
2012

Final
exchange rate
as of
December 31,
2012

Average
exchange rate
for the
year ended
December 31,
2011

Final
exchange rate
as of
December 31,
2011U.S. Dollar


1.28479


1.31940


1.3920


1.2939Swiss Franc


1.20528


1.20720


1.2326


1.2156Great Britain Pound


0.81087


0.81610


0.8679


0.8353Brazilian Real


2.50844


2.70360


2.3265


2.4159Japanese Yen


102.49188


113.61000


110.9586


100.2000Canadian Dollar


1.28421


1.31370


1.3761


1.3215Mexican Peso


16.90293


17.18450


17.2877


18.0512Swedish Krona


8.70407


8.58200


9.0298


8.9120Australian Dollar


1.24071


1.27120


1.3484


1.2723Argentine Peso


5.84030


6.48641


5.7450


5.5677South African Rand


10.55106


11.17270


10.0970


10.4830Israeli Shekel


4.95357


4.92580


4.9775


4.9453Hong Kong Dollar


9.96626


10.22600


10.8362


10.0510Turkish Lira


2.31354


2.35510


2.3378


2.4432Norwegian Krona


7.47506


7.34830


7.7934


7.7540Malaysian Ringgit


3.96725


4.03470


4.2558


4.1055Thai Baht


39.92761


40.34700


42.4288


40.9910Taiwan Dollar


37.99650


38.32620


40.8924


39.1835South Korean Won


1447.69129


1406.23000


1,541.2341


1,498.6899Chinese Renminbi


8.10523


8.22070


8.9960


8.1588Singapore Dollar


1.60546


1.61110


1.7489


1.6819New Zealand Dollar


1.58670


1.60450


1.7600


1.6737United Arab Emirates Dirham


4.71899


4.84617


5.1124


4.7524Indian Rupee


68.59735


72.56000


64.8859


68.7130Polish Zloty


4.18474


4.07400


4.1206


4.4580Hungarian Forint


289.24941


292.30000


279.3726


314.5800Croatian Kuna


7.52167


7.55750


7.4390


7.5370American Dollar (GMO Ecuador)


1.28479


1.31940


1.3778


1.2939Colombian Peso


2309.57082


2331.23000


2,564.6895


2,510.5701Chilean Peso


624.78695


631.72900


678.6135


671.9970Peruvian Nuevo Sol


3.39013


3.36780


3.7549


3.4875Namibian Dollar


10.5511


11.1727


10.0970


10.4830


F-83

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Table of Contents

ITEM 19.    EXHIBITS

EXHIBITS.The following documents are filed as exhibits
herewith, unless otherwise specified and
incorporated herein by reference:

Exhibit
Number

Exhibits1.1

Articles of Association of Luxottica Group S.p.A. (incorporated herein by reference to Amendment No. 3 to Form F-1 (file No. 33-32039) filed with the U.S. Securities and Exchange
Commission (the "Commission") on January 23, 1990).1.2

Amended and Restated By-laws of Luxottica Group S.p.A. (unofficial English translation filed herewith).2.1

Amended and Restated Deposit Agreement, dated as of March 28, 2006, among Luxottica Group S.p.A., Deutsche Bank Trust Company Americas, as Depositary, and all owners and holders from time to
time of American Depositary Receipts issued thereunder (incorporated herein by reference to our Registration Statement on Form F-6, as filed with the Commission on March 29, 2006).2.2

Subscription Agreement, dated June 18, 1999, from Luxottica Luxembourg S.A. and Luxottica Group S.p.A., as Guarantor of the Notes, to Credit Suisse First Boston (Europe) Limited and
UniCredito Italiano S.p.A., as Joint Lead Managers and Banca Commerciale Italiana, Banca d'Intermediazione Mobiliare IMI, Bayerische Hypo- und Vereinsbank AG, Caboto Holding SIM S.p.A., Merrill Lynch International and Paribas, as Managers
(incorporated herein by reference to our Report on Form 6-K dated November 19, 1999, as filed with the Commission on November 23, 1999).2.3

Fiscal Agency Agreement, dated June 25, 1999, between Luxottica Luxembourg S.A., Luxottica Group S.p.A., Bankers Trust Company, Bankers Trust Luxembourg S.A. and Credit Suisse First
Boston (incorporated herein by reference to our Report on Form 6-K dated November 19, 1999, as filed with the Commission on November 23, 1999).4.1

Luxottica Group S.p.A. 1998 Stock Option Plan (incorporated herein by reference to our Form S-8, dated October 20, 1998, as filed with the Commission on October 23,
1998).4.2

Luxottica Group S.p.A. Restated 2001 Stock Option Plan, as amended (unofficial English translation filed herewith).4.3

[RESERVED]4.4

[RESERVED]4.5

[RESERVED]4.6

Amended and Restated Facilities Agreement, dated June 3, 2004, for Luxottica Group S.p.A. and Luxottica U.S. Holdings Corp. arranged by ABN AMRO Bank N.V., Banca Intesa S.p.A., Banc
of America Securities Limited, Citigroup Global Markets Limited, HSBC Bank plc, MediobancaBanca di Credito Finanziario S.p.A., The Royal Bank of Scotland plc, Calyon S.A., Succursale di Milano, Calyon New York Branch,
Capitalia S.p.A. and UniCredit Banca Mobiliare S.p.A. with UniCredito Italiano S.p.A., New York branch, and Unicredit Banca d'Impresa S.p.A., acting as Agents (incorporated herein by reference to our Annual Report on
Form 20-F for the year ended December 31, 2005, as filed with the Commission on June 28, 2006).


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Table of Contents

Exhibit
Number

Exhibits4.7

Amendment Agreement, dated March 10, 2006, for Luxottica Group S.p.A. and Luxottica U.S. Holdings Corp. arranged by ABN AMRO Bank N.V., Banca Intesa S.p.A., Banc of America Securities
Limited, Citigroup Global Markets Limited, HSBC Bank plc, MediobancaBanca di Credito Finanziario S.p.A., The Royal Bank of Scotland plc, Calyon S.A., Succursale di Milano, Calyon New York Branch, Capitalia S.p.A. and
UniCredit Banca Mobiliare S.p.A. with UniCredito Italiano S.p.A., New York branch, and Unicredit Banca d'Impresa S.p.A., acting as Agents (incorporated herein by reference to our Annual Report on Form 20-F for the year ended
December 31, 2005, as filed with the Commission on June 28, 2006).4.8

Amendment No. 2 to Agreement and Plan of Merger, dated as of July 14, 2004, by and between Luxottica Group S.p.A., Colorado Acquisition Corp. and Cole National Corporation (incorporated
herein by reference to our Report on Form 6-K, dated July 14, 2004, as filed with the Commission on July 16, 2004).4.9

Luxottica Group S.p.A. 2006 Stock Option Plan, as amended (unofficial English translation filed herewith).4.10

Agreement and Plan of Merger, dated as of June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp. and Oakley, Inc. (incorporated herein by reference to our Report on
Form 6-K, as filed with the Commission on June 25, 2007).4.11

Non-Competition Agreement, dated as of June 20, 2007, by and among Luxottica Group S.p.A., Norma Acquisition Corp., Oakley, Inc. and Jim Jannard (incorporated herein by reference to our
Report on Form 6-K, as filed with the Commission on June 25, 2007).4.12

Term Facility Agreement, dated October 12, 2007, among Luxottica Group S.p.A. and Luxottica U.S. Holdings Corp., as Borrowers, Citibank N.A., New York / Citibank N.A., Milan Branch, Intesa
Sanpaolo S.p.A., Bayerische Hypo- und Vereinsbank AG, Milan Branch (part of UniCredit Markets and Investment Banking) / Bayerische Hypo- und Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment Banking) and The Royal Bank of
Scotland plc, as Underwriters, Citigroup Global Markets Limited, Intesa Sanpaolo S.p.A., Bayerische Hypo- und Vereinsbank AG, Milan Branch (part of UniCredit Markets and Investment Banking) and The Royal Bank of Scotland plc, as
Bookrunners, and Bayerische Hypo- und Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment Banking), as Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 8,
2007).4.13

Bridge Facility Agreement, dated October 12, 2007, among Luxottica U.S. Holdings Corp., as Borrower, Banc of America Securities Limited and Bayerische Hypo- und Vereinsbank AG, Milan Branch (part
of UniCredit Markets and Investment Banking) as Arrangers, Bank of America, N.A. and Bayerische Hypo- und Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment Banking), as Underwriters and Lenders and Banc of America Securities
Limited, as Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 8, 2007).


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Exhibit
Number

Exhibits4.14

Amendment and Transfer Agreement, dated April 29, 2008, among Luxottica U.S. Holdings Corp., as Borrower, Luxottica Group S.p.A., as the Company, Luxottica Group S.p.A. and
Luxottica S.r.l., as Original Guarantors, Banc of America Securities Limited and Bayerische Hypo- und Vereinsbank AG, Milan Branch (part of UniCredit Markets and Investment Banking), as exclusive Bookrunners and Arrangers, Bank of America, N.A.
and Bayerische Hypo- und Vereinsbank AG, New York Branch (part of UniCredit Markets and Investment Banking), as Underwriters, Bank of America N.A. and Unicredito Italiano S.p.A.New York Branch, as new Underwriters, the Existing Lenders and
the New Lenders and Banc of America Securities Limited, as Agent (incorporated herein by reference to our Annual Report on Form 20-F for the year ended December 31, 2007, as filed with the Commission on June 26, 2008).4.15

Luxottica Group S.p.A. 2008 Performance Shares Plan (unofficial English translation incorporated herein by reference to our Annual Report on Form 20-F for the year ended December 31,
2007, as filed with the Commission on June 26, 2008).4.16

Revolving Credit Facility Agreement, dated May 29, 2008, by and among Luxottica Group S.p.A, as Borrower, Luxottica U.S. Holdings Corp., as Guarantor, Intesa Sanpaolo S.p.A., as Agent, and
Intesa Sanpaolo S.p.A., Banca Popolare di Vicenza S.c.p.A. and Banca Antonveneta S.p.A., as Lenders (English language summary incorporated herein by reference to our Annual Report on Form 20-F for the year ended December 31, 2007,
as filed with the Commission on June 26, 2008).4.17

Form of Note Purchase Agreement, dated as of June 30, 2008, by and between Luxottica U.S. Holdings Corp. and each of the Purchasers listed in Schedule A attached thereto (incorporated herein
by reference to our Report on Form 6-K, as filed with the Commission on July 11, 2008).4.18

Form of Parent Guarantee, dated as of July 1, 2008, granted by Luxottica Group S.p.A. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
July 11, 2008).4.19

Form of Subsidiary Guarantee, dated as of July 1, 2008, granted by Luxottica S.r.l. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
July 11, 2008).4.20

Euro 300,000,000 Term Facility Agreement, dated November 11, 2009, between Luxottica Group S.p.A., as Borrower, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Original
Guarantors, Calyon S.A., Milan Branch, Deutsche Bank S.p.A., MediobancaBanca di Credito Finanziario S.p.A., UniCredit Corporate Banking S.p.A., as Mandated Lead Arrangers, Bookrunners and Original Lenders, and
MediobancaBanca di Credito Finanziario S.p.A. as Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 19, 2009).4.21

Amendment Agreement, dated November 27, 2009, for Luxottica U.S. Holdings Corp., as Borrower, arranged by Banc of America Securities Limited, acting as Agent, relating to the Bridge Facility
Agreement, dated October 12, 2007, as amended on April 29, 2008 (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on January 4, 2010).4.22

Form of Note Purchase Agreement, dated as of January 29, 2010, by and between Luxottica U.S. Holdings Corp. and each of the Purchasers listed in Schedule A attached thereto (incorporated
herein by reference to our Report on Form 6-K, as filed with the Commission on February 11, 2010).


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Table of Contents

Exhibit
Number

Exhibits4.23

Form of Parent Guarantee, dated as of January 29, 2010, granted by Luxottica Group S.p.A. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
February 11, 2010).4.24

Form of Subsidiary Guarantee, dated as of January 29, 2010, granted by Luxottica S.r.l. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
February 11, 2010).4.25

Note Purchase Agreement, dated as of September 30, 2010, by and between Luxottica Group S.p.A., and each of the Purchasers listed in Schedule A attached thereto (incorporated herein by
reference to our Report on Form 6-K, as filed with the Commission on November 1, 2010).4.26

Subsidiary Guarantee, dated as of September 30, 2010, granted by Luxottica S.r.l. and Luxottica U.S. Holdings Corp. (incorporated herein by reference to our Report on Form 6-K, as filed
with the Commission on November 1, 2010).4.27

Subscription Agreement, dated November 9, 2010, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Guarantors, and BNP Paribas, Banca
IMI S.p.A., Deutche Bank AG, London Branch and Mediobanca Banca di Credito Finanziario S.p.A., as Joint Lead Managers (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 23,
2010).4.28

Trust Deed, dated as of November 10, 2010, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Original Guarantors, and BNP Paribas
Trust Corporation UK Limited, as Trustee (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 23, 2010).4.29

Paying Agency Agreement, dated as of November 10, 2010, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Guarantors, BNP Paribas
Trust Corporation UK Ltd, as Trustee, and BNP Paribas Securities Services, Luxembourg Branch, as Principal Paying Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on November 23,
2010).4.30

Form of Note Purchase Agreement, dated as of December 15, 2011, by and between Luxottica U.S. Holdings Corp. and each of the Purchasers listed in Schedule A attached thereto (incorporated
herein by reference to our Report on Form 6-K, as filed with the Commission on December 23, 2011).4.31

Form of Parent Guarantee, dated as of December 15, 2011, granted by Luxottica Group S.p.A. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
December 23, 2011).4.32

Form of Subsidiary Guarantee, dated as of December 15, 2011, granted by Luxottica S.r.l. (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on
December 23, 2011).4.33

Subscription Agreement, dated March 15, 2012, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Guarantors, and Citigroup Global
Markets Limited, Crédit Agricole Corporate and Investment Bank, Merrill Lynch International, The Royal Bank of Scotland plc and Unicredit Bank AG, as Joint Lead Managers (incorporated herein by reference to our Report on Form 6-K, as
filed with the Commission on April 12, 2012).


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Table of Contents

Exhibit
Number

Exhibits4.34

Trust Deed, dated March 19, 2012, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Original Guarantors, and BNP Paribas Trust
Corporation UK Limited, as Trustee (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on April 12, 2012).4.35

Paying Agency Agreement, dated March 19, 2012, by and among Luxottica Group S.p.A., as Issuer, Luxottica U.S. Holdings Corp. and Luxottica S.r.l., as Guarantors, BNP Paribas Trust
Corporation UK Limited, as Trustee, and BNP Paribas Securities Services, Luxembourg Branch, as Principal Paying Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on April 12, 2012).4.36

Multicurrency Revolving Facility Agreement, dated April 17, 2012, by and among Luxottica Group S.p.A. and Luxottica U.S. Holdings Corp., as Borrowers, Banco Santander S.A., Banc of
America Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment BankMilan Branch, The Royal Bank of Scotland plc and Unicredit S.p.A., as Mandated Lead Arrangers and Bookrunners, Unicredit
Bank AG, Milan Branch, as Agent, and Citigroup Global Markets Limited, as Documentation Agent (incorporated herein by reference to our Report on Form 6-K, as filed with the Commission on April 25, 2012).4.37

Luxottica Group S.p.A. Performance Shares Plan 2013-2017 (unofficial English translation filed herewith).8.1

List of Subsidiaries (filed herewith).12.1

Certificate of Principal Executive Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002 (filed herewith).12.2

Certificate of Principal Financial Officer Pursuant to §302 of the Sarbanes-Oxley Act of 2002 (filed herewith).13.1

Certificate of Principal Executive Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002 (filed herewith).13.2

Certificate of Principal Financial Officer Pursuant to §906 of the Sarbanes-Oxley Act of 2002 (filed herewith).15.1

Consent of PricewaterhouseCoopers S.p.A. (filed herewith).15.2

Consent of Deloitte & Touche S.p.A. (filed herewith).


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Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.

LUXOTTICA GROUP S.p.A.
(Registrant)By:

/s/ ANDREA GUERRA Andrea Guerra
Chief Executive Officer


Dated:
April 29, 2013

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