SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: ~~November 16~~December 20, 2011

(Date of earliest event reported)

SALLY HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware		36333-~~4472381~~144427		~~333~~36-~~144427~~4472381
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification Number)

3001 Colorado
Boulevard
Denton, Texas 76210

(Address of principal executive offices)

(940) 898-7500

(Registrant’s telephone number, including area code)

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 ~~November 16~~December 20, 2011, Sally Beauty Holdings, Inc. (~~the~~“Sally”) and Sally Investment Holdings LLC (“~~Company~~Investments”), ~~the~~have ~~indirect~~entered ~~parent~~into ~~company~~a ofsupplement ~~Sally~~indenture ~~Holdings~~and ~~LLC,~~joinder ~~issued~~agreements ~~the~~providing ~~news~~that ~~release~~Sally ~~attached~~and ~~hereto~~Investments aswill ~~Exhibit~~fully ~~99.1~~and ~~reporting~~unconditionally guarantee the ~~financial~~obligations ~~results~~of Sally Holdings LLC, a wholly owned subsidiary of ~~the~~Sally ~~Company~~and ~~for~~Investments (the ~~quarter~~“Company”), and ~~the~~Sally ~~full~~Capital, Inc. ~~year~~(together ~~ended~~with ~~September~~the 30Company, ~~2011 (~~the “~~Earnings~~Primary ~~Release~~Obligors”)~~. In~~ under (i) the ~~Earnings~~Indenture ~~Release~~dated November 8, 2011 by and among the ~~Company~~Primary ~~utilized~~Obligors, the ~~non-GAAP~~subsidiary ~~financial~~guarantors ~~measures~~named therein and ~~other~~the ~~items~~trustee ~~discussed~~and ingoverning the ~~attached~~senior ~~Appendix~~notes Adue 2019 (the “Indenture”), ~~which~~(ii) the isCredit ~~incorporated~~Agreement ~~herein~~dated byNovember 16, ~~this~~2006 ~~reference. Appendix~~among Athe ~~also~~Company, ~~contains~~the ~~statements~~administrative ofand collateral agent and the ~~Company’s~~lenders ~~management~~named ~~regarding~~therein (the ~~use~~“Term ~~and~~Loan ~~purposes~~Agreement”) ofand (iii) the ~~non-GAAP~~Credit ~~financial~~Agreement ~~measures~~dated ~~utilized~~November 12, in2010 among the ~~Earnings~~Company ~~Release. A~~and ~~reconciliation~~the ofDomestic Borrowers, the ~~non-GAAP~~Canadian ~~financial~~Borrower, ~~measures~~the ~~discussed~~Foreign inBorrower and the ~~Earnings~~Guarantors ~~Release~~(as tosuch terms are defined therein), the ~~most~~administrative, ~~directly~~collateral ~~comparable~~and ~~GAAP~~Canadian ~~financial~~agent ~~measures~~and isthe ~~attached~~lenders tonamed therein (the ~~Earnings~~“ABL ~~Release~~Facility”).

~~ITEM~~As ~~7.01.~~a ~~REGULATION~~result FDof ~~DISCLOSURE~~the foregoing, the Company is no longer required to and will cease to file periodic reports with the Securities and Exchange Commission effective immediately.

~~The Earnings Release also provides an update on the Company’s strategy and business outlook.~~2

~~ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS~~SIGNATURES

~~(d) See~~Pursuant ~~exhibit~~to ~~index~~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.

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.

	SALLY HOLDINGS LLC


December 20, 2011	By:	/s/ Matthew O. Haltom
		Name: Matthew O. Haltom
		Title: Vice President and Assistant Secretary

SIGNATURES

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.

Date: November 16, 2011

SALLY BEAUTY HOLDINGS, INC. By: /s/ Matthew O. Haltom Name: Matthew O. Haltom Title: Vice President, Assistant Secretary and Deputy General Counsel

EXHIBIT INDEX

Exhibit Number		Description
Exhibit 99.1		News release reporting financial results for the quarter and full year ended September 30, 2011, issued by Sally Beauty Holdings, Inc. on November 16, 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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