UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~report (Date of ~~1934~~earliest event reported): November 3, 2011

Date of Report: August 4, 2011

(Date of earliest event reported)

SALLY HOLDINGS LLC

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	333-144427	36-4472381
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

3001 Colorado Boulevard ~~Denton, Texas 76210~~

~~(Address~~Denton, ofTexas ~~principal executive offices)~~76210

(~~940)~~Address ~~898-7500~~of Principal Executive Offices, Zip Code)

(Registrant’s telephone number, including area code: (940) 898-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 28.0201. ~~RESULTS~~Other ~~OF OPERATIONS AND FINANCIAL CONDITION~~Events.

On ~~August~~November 43, 2011, Sally Beauty Holdings, Inc. ~~(the “Company”)~~, the indirect parent company of Sally Holdings LLC, ~~issued~~ (the ~~news~~“Company”) ~~release~~and ~~attached~~Sally ~~hereto~~Capital ~~as Exhibit 99~~Inc.1 ~~reporting the financial results of the Company for the quarter ended June 30, 2011~~ (~~the~~ “~~Earnings Release~~Capital”)~~. In the Earnings Release~~, ~~the~~issued ~~Company utilized~~ the ~~non-GAAP~~news ~~financial~~releases ~~measures~~attached ~~and~~hereto ~~other~~as ~~items~~Exhibits ~~discussed~~99.1 inand ~~the~~99.2 ~~attached~~announcing, ~~Appendix A~~respectively, ~~which~~(1) the isproposed ~~incorporated~~private ~~herein~~placement by ~~this~~the ~~reference. Appendix~~Company Aand ~~also~~Capital ~~contains statements~~ of ~~the~~Senior ~~Company’s~~Notes ~~management~~due ~~regarding~~2019 (the ~~use~~“Senior Notes”) and ~~purposes of~~ (2) the ~~non-GAAP~~increase ~~financial measures utilized~~ in ~~the~~size ~~Earnings~~and ~~Release. A~~pricing ~~reconciliation~~ of the ~~non-GAAP~~private ~~financial~~placement ~~measures~~of ~~discussed in~~ the ~~Earnings~~Senior ~~Release~~Notes. toThe ~~the~~contents ~~most~~of ~~directly~~such ~~comparable~~news ~~GAAP~~releases ~~financial~~are ~~measures~~incorporated isby ~~attached~~reference toin ~~the~~this ~~Earnings~~Item ~~Release~~8.01.

~~ITEM~~Item 79.01. ~~REGULATION~~Financial FDStatements ~~DISCLOSURE~~and Exhibits.

(d) The ~~Earnings~~following ~~Release~~Exhibits ~~also~~are ~~provides~~filed anherewith ~~update~~as onpart ~~the~~of ~~Company’s~~this ~~strategy and business outlook.~~report:

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

99.1		News Release of Sally Beauty Holdings, Inc. announcing the proposed private placement by the Company and Capital of the Senior Notes, dated November 3, 2011.

99.2		News Release of Sally Beauty Holdings, Inc. announcing the increase in size and pricing of the private placement by the Company and Capital of the Senior Notes, dated November 3, 2011.

~~(d) See exhibit index.~~2

All of the information furnished in Items 2.02, 7.01 and 9.01 of this report and the accompanying appendix and exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly incorporated by reference therein.SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	SALLY HOLDINGS LLC


November 3, 2011	By:	/s/ Matthew O. Haltom
		Name: Matthew O. Haltom
		Title: Vice President and Assistant Secretary

~~Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~3

Date: August 4, 2011

SALLY HOLDINGS LLC By: /s/ Matthew O. Haltom Name: Matthew O. Haltom Title: Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit Number		Description
Exhibit 99.1		News release reporting financial results for the quarter ended June 30, 2011, issued by Sally Beauty Holdings, Inc. on August 4, 2011.

Appendix A

USE OF NON-GAAP FINANCIAL MEASURES

Sally Beauty Holdings, Inc. (the “Company”) occasionally utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing our operating results in a manner that enables investors to more thoroughly evaluate our current performance as compared to past performance. We also believe these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Our management uses these non-GAAP measures for the same purpose. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We have provided definitions below for certain non-GAAP financial measures, together with an explanation of why management uses these measures and why management believes that these non-GAAP financial measures are useful to investors. In addition, in our Earnings Release we have provided tables to reconcile the non-GAAP financial measures utilized to GAAP financial measures. We have provided adjusted net earnings and adjusted EPS metrics for the purpose of adjusting for (i) non-cash interest expense or income from mark-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. We also intend to adjust for all share-based compensation expense recognized in accordance with FAS 123R, including stock option expense and expense related to restricted shares, in addition to the foregoing adjustments, when calculating certain cash flow measures such as Adjusted EBITDA. The Company believes adjusting for all share-based compensation expense is appropriate, as it is a non-cash expense, and adjusting is consistent with how a number of debt and equity analysts track that measure.

ADJUSTED EBITDA

We define the measure Adjusted EBITDA as GAAP Net Earnings before depreciation and amortization, share-based compensation, interest expense, and income taxes. We have also adjusted Adjusted EBITDA to exclude a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Our management uses Adjusted EBITDA as a supplemental measure in the evaluation of our businesses and believes that Adjusted EBITDA provides a meaningful measure of our ability to meet our future debt service, capital expenditures and working capital requirements. Adjusted EBITDA is not a financial measure under GAAP. Accordingly, it should not be considered in isolation or as a substitute for net income, operating income, cash flow provided by (used in) operating activities or other income or cash flow data prepared in accordance with

GAAP. When evaluating Adjusted EBITDA, investors should consider, among other factors, (i) increasing or decreasing trends in Adjusted EBITDA, (ii) whether Adjusted EBITDA has remained at positive levels historically, and (iii) how Adjusted EBITDA compares to levels of interest expense. We provide a reconciliation of Adjusted EBITDA to GAAP Net Earnings. Because Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, the Adjusted EBITDA presented by the Company may not be comparable to similarly titled measures of other companies. Although we believe that Adjusted EBITDA may provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements, our functional or legal requirements may require us to utilize available funds for other purposes.

ADJUSTED NET EARNINGS

This measure consists of GAAP Net Earnings, which is then adjusted for (i) the purpose of adjusting for non-cash interest expense or income from marked-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. Adjusted Net Earnings does not provide a complete position of our results of operations, as the historical items excluded in the related reconciliation are included in net earnings presented under GAAP. We recommend a review of net earnings on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. We provide a reconciliation of Adjusted Net Earnings to GAAP Net Earnings.

ADJUSTED EARNINGS PER SHARE (ADJUSTED EPS)

We define this non-GAAP financial measure as the portion of the Company’s GAAP Net Earnings assigned to each share of stock, excluding (i) non-cash interest expense or income from marked-to-market changes in the fair value of the Company’s interest rate swaps and (ii) a credit from a litigation settlement, net of certain non-recurring expenses and taxes. Excluding these adjustments provides investors with a better depiction of the Company’s core operating results and provides a more informed baseline for modeling future earnings expectations. We recommend a review of diluted EPS on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. We provide a reconciliation of Adjusted Net Earnings to GAAP Net Earnings, as well as information on how these share calculations are made.

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