Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as a part of this Form 10-K:

Report of Independent Registered Public Accounting Firm			46
Balance Sheets			48
Statements of Income			49
Statements of Cash Flows			50
Statements of Stockholders’ Equity			51
Notes to Financial Statements			52
Exhibits			66

The schedules required by Form 10-K have been omitted because they were inapplicable, included in the notes to the financial statements, or otherwise not required under the instructions contained in Regulation S-X.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ulta Salon, Cosmetics & Fragrance, Inc.

We have audited the accompanying balance sheets of Ulta Salon, Cosmetics & Fragrance, Inc. (the Company) as of January 29, 2011 and January 30, 2010, and the related statements of income, cash flows, and stockholders’ equity for each of the three years in the period ended January 29, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements 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, the financial statements referred to above present fairly, in all material respects, the financial position of Ulta Salon, Cosmetics & Fragrance, Inc. at January 29, 2011 and January 30, 2010, and the results of its operations and its cash flows for each of the three years in the period ended January 29, 2011, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ulta Salon, Cosmetics & Fragrance, Inc.’s internal control over financial reporting as of January 29, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 30, 2011, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 30, 2011

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ulta Salon, Cosmetics & Fragrance, Inc.

We have audited Ulta Salon, Cosmetics & Fragrance, Inc.’s internal control over financial reporting as of January 29, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Ulta Salon, Cosmetics & Fragrance, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

In our opinion, Ulta Salon, Cosmetics & Fragrance, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 29, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of Ulta Salon, Cosmetics & Fragrance, Inc. as of January 29, 2011 and January 30, 2010, and the related statements of income, cash flows and stockholders’ equity for each of the three years in the period ended January 29, 2011 and our report dated March 30, 2011 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

March 30, 2011

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Ulta Salon, Cosmetics & Fragrance, Inc. Balance Sheets (In thousands, except per share data)

		**January 29, **				**January 30, **
		2011				2010
Assets
Current assets:
Cash and cash equivalents		$	111,185			$	4,017
Receivables, net			22,292				13,477
Merchandise inventories, net			218,516				206,948
Prepaid expenses and other current assets			32,790				30,272
Prepaid income taxes			10,684				—
Deferred income taxes			8,922				8,060
Total current assets			404,389				262,774
Property and equipment, net			326,099				290,861
Total assets		$	730,488			$	553,635
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	87,093			$	56,387
Accrued liabilities			76,264				59,189
Accrued income taxes			—				10,781
Total current liabilities			163,357				126,357
Deferred rent			134,572				113,718
Deferred income taxes			30,026				20,952
Total liabilities			327,955				261,027
Commitments and contingencies (note 4)
Stockholders’ equity:
Common stock, $.01 par value, 400,000 shares authorized; 60,707 and 58,674 shares issued; 60,202 and 58,169 shares outstanding; at January 29, 2011, and January 30, 2010, respectively			606				586
Treasury stock-common, at cost			(4,179	)			(4,179	)
Additional paid-in capital			339,576				300,701
Retained earnings / (accumulated deficit)			66,530				(4,500	)
Total stockholders’ equity			402,533				292,608
Total liabilities and stockholders’ equity		$	730,488			$	553,635

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc. Statements of Income (In thousands, except per share data)

		Fiscal Year Ended
		**January 29, **				**January 30, **				**January 31, **
		2011				2010				2009
Net sales		$	1,454,838			$	1,222,771			$	1,084,646
Cost of sales			970,753				846,202				752,939
Gross profit			484,085				376,569				331,707
Selling, general and administrative expenses			358,106				302,413				271,095
Pre-opening expenses			7,095				6,003				14,311
Operating income			118,884				68,153				46,301
Interest expense			755				2,202				3,943
Income before income taxes			118,129				65,951				42,358
Income tax expense			47,099				26,595				17,090
Net income		$	71,030			$	39,356			$	25,268
Net income per common share:
Basic		$	1.20			$	0.68			$	0.44
Diluted		$	1.16			$	0.66			$	0.43
Weighted average common shares outstanding:
Basic			58,959				57,915				57,425
Diluted			61,288				59,237				58,967

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc. Statements of Cash Flows (In thousands)

		Fiscal Year Ended
		**January 29, **				**January 30, **				**January 31, **
		2011				2010				2009
Operating activities
Net income		$	71,030			$	39,356			$	25,268
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			64,936				62,166				51,445
Deferred income taxes			7,741				3,143				22,583
Non-cash stock compensation charges			11,155				5,949				3,877
Excess tax benefits from stock-based compensation			(10,640	)			(476	)			(1,774	)
(Gain) loss on disposal of property and equipment			(519	)			(51	)			267
Change in operating assets and liabilities:
Receivables			(8,815	)			4,791				2,375
Merchandise inventories			(11,568	)			6,654				(37,493	)
Prepaid expenses and other assets			(2,518	)			(5,978	)			(5,110	)
Income taxes			(10,354	)			19,885				(11,918	)
Accounts payable			30,706				8,576				(4,311	)
Accrued liabilities			14,535				16,382				(59	)
Deferred rent			20,854				12,430				30,053
Net cash provided by operating activities			176,543				172,827				75,203
Investing activities
Purchases of property and equipment			(97,115	)			(68,105	)			(110,863	)
Net cash used in investing activities			(97,115	)			(68,105	)			(110,863	)
Financing activities
Proceeds on long-term borrowings			—				1,161,673				1,217,969
Payments on long-term borrowings			—				(1,267,720	)			(1,186,692	)
Proceeds from issuance of common stock under stock plans			17,100				1,228				2,517
Excess tax benefits from stock-based compensation			10,640				476				1,774
Proceeds from issuance of common stock in initial
public offering, net of issuance costs			—				—				(59	)
Net cash provided by (used in) financing activities			27,740				(104,343	)			35,509
Net increase (decrease) in cash and cash equivalents			107,168				379				(151	)
Cash and cash equivalents at beginning of year			4,017				3,638				3,789
Cash and cash equivalents at end of year		$	111,185			$	4,017			$	3,638
Supplemental cash flow information
Cash paid for interest		$	—			$	2,440			$	4,764
Cash paid for income taxes (net of refunds)		$	49,871			$	3,706			$	6,509
Noncash investing and financing activities:
Change in property and equipment included in accrued liabilities		$	2,540			$	(7,353	)		$	(3,316	)
Unrealized gain on interest rate swap hedge, net of tax		$	—			$	631			$	88

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc. Statements of Stockholders’ Equity (In thousands)

										**Treasury - **												**Retained **				**Accumulated **
		Common Stock								Common Stock								**Additional **				**Earnings/ **				**Other **				**Total **
		**Issued **								**Treasury **								**Paid-In **				**(Accumulated **				**Comprehensive **				**Stockholders’ **
		Shares				Amount				Shares				Amount				Capital				(Deficit)				Income (Loss)				Equity
Balance — February 2, 2008			57,411			$	574				(505	)		$	(4,179	)		$	284,951			$	(69,124	)		$	(719	)		$	211,503
Common stock options exercised			834				8				—				—				2,509				—				—				2,517
Unrealized gain on interest rate swap hedge, net of $54 income tax			—				—				—				—				—				—				88				88
Net income for the fiscal year ended January 31, 2009			—				—				—				—				—				25,268				—				25,268
Comprehensive income			—				—				—				—				—				—				—				25,356
Excess tax benefits from stock-based compensation			—				—				—				—				1,774				—				—				1,774
Stock compensation charge			—				—				—				—				3,877				—				—				3,877
Initial public offering issuance costs			—				—				—				—				(59	)			—				—				(59	)
Balance — January 31, 2009			58,245			$	582				(505	)		$	(4,179	)		$	293,052			$	(43,856	)		$	(631	)		$	244,968
Common stock options exercised			429				4				—				—				1,224				—				—				1,228
Unrealized gain on interest rate swap hedge, net of $411 income tax			—				—				—				—				—				—				631				631
Net income for the fiscal year ended January 30, 2010			—				—				—				—				—				39,356				—				39,356
Comprehensive income			—				—				—				—				—				—				—				39,987
Excess tax benefits from stock-based compensation			—				—				—				—				476				—				—				476
Stock compensation charge			—				—				—				—				5,949				—				—				5,949
Balance — January 30, 2010			58,674			$	586				(505	)		$	(4,179	)		$	300,701			$	(4,500	)		$	—			$	292,608
Common stock options exercised			2,033				20				—				—				17,080				—				—				17,100
Net income for the fiscal year ended January 29, 2011			—				—				—				—				—				71,030				—				71,030
Comprehensive income			—				—				—				—				—				—				—				71,030
Excess tax benefits from stock-based compensation			—				—				—				—				10,640				—				—				10,640
Stock compensation charge			—				—				—				—				11,155				—				—				11,155
Balance — January 29, 2011			60,707			$	606				(505	)		$	(4,179	)		$	339,576			$	66,530			$	—			$	402,533

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements (In thousands, except per share data)

1.	Business and basis of presentation

Ulta Salon, Cosmetics & Fragrance, Inc. (Company or Ulta) was incorporated in the state of Delaware on January 9, 1990, to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The stores also feature full-service salons. As of January 29, 2011, the Company operated 389 stores in 40 states. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

The Company has determined its operating segments on the same basis that it uses to internally evaluate performance. The Company has combined its three operating segments: retail stores, salon services and e-commerce, into one reportable segment because they have a similar class of consumer, economic characteristics, nature of products and distribution methods.

2.	Summary of significant accounting policies

Fiscal year

The Company’s fiscal year is the 52 or 53 weeks ending on the Saturday closest to January 31. The Company’s fiscal years ended January 29, 2011 (fiscal 2010), January 30, 2010 (fiscal 2009) and January 31, 2009 (fiscal 2008) were 52 week years.

Reclassifications

The Company made reclassifications in the statements of income for the fiscal years ended January 30, 2010 (fiscal 2009) and January 31, 2009 (fiscal 2008) to decrease cost of sales and increase selling, general and administrative expenses by $3,520 and $3,773, respectively, to conform to the fiscal 2010 presentation.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with maturities of three months or less from the date of purchase. Cash equivalents include amounts due from third-party credit card receivables because such amounts generally convert to cash within one to three days with little or no default risk.

Receivables

Receivables consist principally of amounts receivable from vendors related to allowances earned but not yet received. These receivables are computed based on provisions of the vendor agreements in place and the Company’s completed performance. The Company’s vendors are primarily U.S.-based producers of consumer products. The Company does not require collateral on its receivables and does not accrue interest. Credit risk with respect to receivables is limited due to the diversity of vendors comprising the Company’s vendor base. The Company performs ongoing credit evaluations of its vendors and evaluates the collectability of its receivables based on the length of time the receivable is past due and historical experience. The allowance for receivables totaled $257 and $489 as of January 29, 2011 and January 30, 2010, respectively.

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

Merchandise inventories

Merchandise inventories are stated at the lower of cost or market. Cost is determined using the weighted-average cost method and includes costs incurred to purchase and distribute goods. Inventory cost also includes vendor allowances related to co-op advertising, markdowns, and volume discounts. The Company maintains reserves for lower of cost or market and shrinkage.

Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments. The Company had no outstanding debt as of January 29, 2011 and January 30, 2010.

Derivative financial instruments

The Company had an interest rate swap that expired on January 31, 2010. This derivative financial instrument was designated and qualified as a cash flow hedge. Accordingly, the effective portion of the gain or loss on the derivative instrument was reported as a component of accumulated other comprehensive income (loss) and reclassified into interest expense in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss, the ineffective portion, on the derivative instrument, if other than inconsequential, was recognized in interest expense during the period of change. This derivative, which was immaterial, was recorded in the January 30, 2010 balance sheet at fair value.

Property and equipment

The Company’s property and equipment are stated at cost net of accumulated depreciation and amortization. Maintenance and repairs are charged to operating expense as incurred. The Company’s assets are depreciated or amortized using the straight-line method, over the shorter of their estimated useful lives or the expected lease term as follows:

Equipment and fixtures			3 to 10 years
Leasehold improvements			10 years
Electronic equipment and software			3 to 5 years

The Company capitalizes costs incurred during the application development stage in developing or obtaining internal use software. These costs are amortized over the estimated useful life of the software.

The Company periodically evaluates whether changes have occurred that would require revision of the remaining useful life of equipment and leasehold improvements or render them not recoverable. If such circumstances arise, the Company uses an estimate of the undiscounted sum of expected future operating cash flows during their holding period to determine whether the long-lived assets are impaired. If the aggregate undiscounted cash flows are less than the carrying amount of the assets, the resulting impairment charges to be recorded are calculated based on the excess of the carrying value of the assets over the fair value of such assets, with the fair value determined based on an estimate of discounted future cash flows.

Customer loyalty program

The Company maintains two customer loyalty programs. The Company’s national program provides reward point certificates for free beauty products. Customers earn purchase-based reward points and redeem the related reward certificate during specific promotional periods during the year. The Company is also rolling out a loyalty program in several markets in which customers earn purchase-based points on an annual basis which can be redeemed at any time. The Company accrues the anticipated redemptions related to these programs at the time of the initial purchase based on historical experience. The accrued liability related to both of the loyalty programs at January 29, 2011 and January 30, 2010 was $4,883 and $3,784, respectively. The cost of

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

these programs, which was $12,942, $10,015 and $9,002 in fiscal 2010, 2009 and 2008, respectively, is included in cost of sales in the statements of income.

Deferred rent

Many of the Company’s operating leases contain predetermined fixed increases of the minimum rental rate during the lease. For these leases, the Company recognizes the related rental expense on a straight-line basis over the expected lease term, including cancelable option periods where failure to exercise such options would result in an economic penalty, and records the difference between the amounts charged to expense and the rent paid as deferred rent. The lease term commences on the earlier of the date when the Company becomes legally obligated for rent payments or the date the Company takes possession of the leased space.

As part of many lease agreements, the Company receives construction allowances from landlords for tenant improvements. These leasehold improvements made by the Company are capitalized and amortized over the shorter of their estimated useful lives or the lease term. The construction allowances are recorded as deferred rent and amortized on a straight-line basis over the lease term as a reduction of rent expense.

Revenue recognition

Net sales include merchandise sales and salon service revenue. Revenue from merchandise sales at stores is recognized at the time of sale, net of estimated returns. The Company provides refunds for product returns within 60 days from the original purchase date. Salon revenue is recognized when services are rendered. Salon service revenue amounted to $86,484, $76,627 and $75,035 for fiscal 2010, 2009 and 2008, respectively. Company coupons and other incentives are recorded as a reduction of net sales. State sales taxes are presented on a net basis as the Company considers itself a pass-through conduit for collecting and remitting state sales tax. E-commerce sales are recorded at the time of shipment.

The Company’s gift card sales are deferred and recognized in net sales when the gift card is redeemed for product or services. The Company’s gift cards do not expire and do not include service fees that decrease customer balances. The Company has maintained Company-specific, historical data related to its large pool of similar gift card transactions sold and redeemed over a significant time frame. During fiscal 2010, there was a change in facts and circumstances which resulted in the Company recognizing approximately $2.0 million of gift card breakage income which related primarily to gift cards sold in prior years. The Company recognizes gift card breakage to the extent there is no requirement for remitting balances to governmental agencies under unclaimed property laws. Gift card breakage is recognized over the same performance period, and in the same proportion, that the Company’s data has demonstrated that gift cards are redeemed. Gift card breakage is recorded as a decrease in selling, general and administrative expense in the statements of income. Deferred gift card revenue was $7,591 and $9,932 at January 29, 2011 and January 30, 2010, respectively, and is included in accrued liabilities — accrued customer liabilities (Note 5).

Vendor allowances

The Company receives allowances from vendors in the normal course of business including advertising and markdown allowances, purchase volume discounts and rebates, and reimbursement for defective merchandise, and certain selling and display expenses. Substantially all vendor allowances are recorded as a reduction of the vendor’s product cost and are recognized in cost of sales as the product is sold.

Advertising

Advertising expense consists principally of paper, print, and distribution costs related to the Company’s advertising circulars. The Company expenses the production and distribution costs related to its advertising circulars in the period the related promotional event occurs. Total advertising costs, exclusive of incentives from vendors and start-up advertising expense, amounted to $84,796, $76,811 and $70,804 for fiscal 2010,

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

2009 and 2008, respectively. Prepaid advertising costs included in prepaid expenses and other current assets were $3,804 and $4,000 as of January 29, 2011 and January 30, 2010, respectively.

Pre-opening expenses

Non-capital expenditures incurred prior to the grand opening of a new, remodeled or relocated store are charged against earnings as incurred.

Cost of sales

Cost of sales includes the cost of merchandise sold including all vendor allowances, which are treated as a reduction of merchandise costs; warehousing and distribution costs including labor and related benefits, freight, rent, depreciation and amortization, real estate taxes, utilities, and insurance; shipping and handling costs; store occupancy costs including rent, depreciation and amortization, real estate taxes, utilities, repairs and maintenance, insurance, licenses, and cleaning expenses; salon payroll and benefits; customer loyalty program expense; and shrink and inventory valuation reserves.

Selling, general and administrative expenses

Selling, general and administrative expenses includes payroll, bonus, and benefit costs for retail and corporate employees; advertising and marketing costs; occupancy costs related to our corporate office facilities; public company expense including Sarbanes-Oxley compliance expenses; stock-based compensation expense; depreciation and amortization for all assets except those related to our retail and warehouse operations which is included in cost of sales; and legal, finance, information systems and other corporate overhead costs.

Income taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes and the amounts reported were derived using the enacted tax rates in effect for the year the differences are expected to reverse.

Income tax benefits related to uncertain tax positions are recognized only when it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Penalties and interest related to unrecognized tax positions are recorded in income tax expense. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

Share-based compensation

The Company accounts for share-based compensation in accordance with the Accounting Standards Codificationtm (ASC) rules for stock compensation. Share-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized on a straight-line method over the requisite service period for awards expected to vest. The Company recorded stock compensation expense of $11,155, $5,949 and $3,877 for fiscal 2010, 2009 and 2008, respectively (see Note 10, “Share-based awards”).

Insurance expense

The Company has insurance programs with third party insurers for employee health, workers compensation and general liability, among others, to limit the Company’s liability exposure. The insurance programs are premium based and include retentions, deductibles and stop loss coverage. Current stop loss coverage is $150 for employee health claims, $100 for general liability claims and $250 for workers compensation claims. The

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

Company makes collateral and premium payments during the plan year and accrues expenses in the event additional premium is due from the Company based on actual claim results. Insurance reserves and related expense activity for fiscal 2010 and 2009 are as follows:

		**Workers Comp/ **				**Employee **
		**General Liability **				**Health Care **
		Prepaid Asset				Accrued Liability
Balance, January 31, 2009		$	369			$	1,803
Charged to expense			(2,720	)			16,710
Payments			3,532				(16,934	)
Balance, January 30, 2010			1,181				1,579
Charged to expense			(4,320	)			17,601
Payments			4,109				(17,572	)
Balance, January 29, 2011		$	970			$	1,608

Net income per common share

Basic net income per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share includes dilutive common stock equivalents, using the treasury stock method.

3.	Property and equipment

Property and equipment consist of the following:

		**January 29, **				**January 30, **
		2011				2010
Equipment and fixtures		$	223,663			$	195,431
Leasehold improvements			233,997				219,317
Electronic equipment and software			105,808				89,491
Construction-in-progress			16,331				12,268
			579,799				516,507
Less accumulated depreciation and amortization			(253,700	)			(225,646	)
Property and equipment, net		$	326,099			$	290,861

The Company had no capitalized interest for fiscal 2010 as a result of not utilizing the credit facility during the year. For the fiscal years 2009 and 2008, the Company capitalized interest of $242 and $799, respectively.

4.	Commitments and contingencies

Leases — The Company leases retail stores, distribution and office facilities, and certain equipment. Original non-cancelable lease terms range from three to ten years, and store leases generally contain renewal options for additional years. A number of the Company’s store leases provide for contingent rentals based upon sales. Contingent rent amounts were insignificant in fiscal 2010, 2009 and 2008. Total rent expense under operating

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

leases was $82,365, $73,228 and $66,640 for fiscal 2010, 2009 and 2008, respectively. Future minimum lease payments under operating leases as of January 29, 2011, are as follows:

		**Operating **
Fiscal year		Leases
2011		$	102,798
2012			102,429
2013			99,589
2014			94,463
2015			84,444
2016 and thereafter			237,049
Total minimum lease payments		$	720,772

Included in the operating lease schedule above is $45,830 of minimum lease payments for stores that will open in fiscal 2011.

General litigation — In July 2009 a putative employment class action lawsuit was filed against the Company and certain unnamed defendants in state court in California. The suit alleges that Ulta misclassified its store General Managers and Salon Managers as exempt from the Fair Labor Standards Act and California Labor Code. The suit seeks to recover damages and penalties as a result of this alleged misclassification. On August 27, 2009, the Company filed our answer to the lawsuit, and on August 31, 2009 the Company moved the action to the United States District Court for the Northern District of California. On November 2, 2009, the plaintiffs filed an amended complaint adding another named plaintiff. On May 26, 2010, the Company and plaintiffs engaged in a voluntary mediation. Although the Company continues to deny plaintiffs’ allegations, in the interest of putting the Salon Manager claims behind it, the Company agreed in principle to settle all claims of the putative Salon Manager class. The settlement, which is not an admission of liability, received Court approval on December 17, 2010 and payments were disbursed to individual class members in February 2011. Counsel for the plaintiffs has agreed to dismiss without prejudice the claims of the General Managers. The settlement amount is not material.

In May 2010, a putative employment class action lawsuit was filed against the Company and certain unnamed defendants in state court in California. The plaintiff and members of the proposed class are alleged to be (or have been) non-exempt hourly employees. The suit alleges that Ulta violated various provisions of the California labor laws and failed to provide plaintiff and members of the proposed class with full meal periods, paid rest breaks, certain wages, overtime compensation and premium pay. The suit seeks to recover damages and penalties as a result of these alleged practices. On June 21, 2010, the Company filed its answer to the lawsuit. On January 12, 2011, the Company and plaintiffs engaged in a voluntary mediation. Although the Company continues to deny plaintiffs’ allegations, in the interest of putting certain of the claims behind it, the Company agreed in principle to settle all claims of the putative class consisting of non-exempt hourly hair designers in the salon department within the California retail stores. The settlement, which is not an admission of liability, is subject to final documentation and Court approval. Counsel for the plaintiffs has agreed to dismiss without prejudice the claims of all other putative class members. The proposed settlement amount is not material.

The Company is also involved in various legal proceedings that are incidental to the conduct of our business. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, will not be material.

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

5.	Accrued liabilities

Accrued liabilities consist of the following:

		**January 29, **				**January 30, **
		2011				2010
Accrued vendor liabilities (including accrued property and equipment costs)		$	12,994			$	6,032
Accrued customer liabilities			16,543				15,674
Accrued payroll, bonus and employee benefits			25,221				20,294
Accrued taxes, other			8,843				7,937
Other accrued liabilities			12,663				9,252
Accrued liabilities		$	76,264			$	59,189

6.	Income taxes

The provision for income taxes consists of the following:

		**Fiscal **				**Fiscal **				**Fiscal **
		2010				2009				2008
Current:
Federal		$	32,288			$	20,296			$	2,383
State			7,070				2,744				1,935
Total current			39,358				23,040				4,318
Deferred:
Federal			8,076				3,237				11,725
State			(335	)			318				1,047
Total deferred			7,741				3,555				12,772
Provision for income taxes		$	47,099			$	26,595			$	17,090

A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows:

		**Fiscal **				**Fiscal **				**Fiscal **
		2010				2009				2008
Federal statutory rate			35.0	%			35.0	%			35.0	%
State effective rate, net of federal tax benefit			3.7	%			3.0	%			4.6	%
Other			1.2	%			2.3	%			0.7	%
Effective tax rate			39.9	%			40.3	%			40.3	%

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

Significant components of the Company’s deferred tax assets and liabilities are as follows:

		**January 29, **				**January 30, **
		2011				2010
Deferred tax assets:
Reserves not currently deductible		$	10,433			$	9,905
Employee benefits			5,327				3,721
Net operating loss carryforwards			334				462
Accrued liabilities			3,202				2,579
Inventory valuation			311				287
Total deferred tax assets			19,607				16,954
Deferred tax liabilities:
Property and equipment			23,321				15,973
Deferred rent obligation			12,050				8,926
Prepaid expenses			5,340				4,947
Total deferred tax liabilities			40,711				29,846
Net deferred tax liability		$	(21,104	)		$	(12,892	)

At January 29, 2011, the Company had net operating loss carryforwards (NOLs) for federal income tax purposes of approximately $953, which expires between 2011 and 2014. Based on Internal Revenue Code Section 382 relating to changes in ownership of the Company, utilization of the federal NOLs is subject to an annual limitation of $440 for federal NOLs created prior to April 1, 1997.

The Company accounts for uncertainty in income taxes in accordance with the ASC rules for income taxes. The reserve for uncertain tax positions was $930 and $5,359 at January 29, 2011 and January 30, 2010, respectively. The balance is the Company’s best estimate of the potential liability for uncertain tax positions. The decrease in the liability for income taxes associated with uncertain tax positions relates to audit settlements finalized during fiscal 2010. A reconciliation of the Company’s unrecognized tax benefits, excluding interest and penalties, is as follows:

Balance at January 30, 2010		$	5,110
Decreases attributable to audit settlements during the current period			(4,248	)
Balance at January 29, 2011		$	862

The Company anticipates that the amount of unrecognized tax benefits may change in the next twelve months. However, it does not expect the change to have a significant impact on its financial statements. Income tax-related interest and penalties were insignificant for fiscal 2010, 2009 and 2008.

The Company conducts business only in the United States. Accordingly, the tax years that remain open to examination by U.S. federal, state, and local tax jurisdictions are generally the three prior years, or fiscal 2009, 2008 and 2007.

7.	Notes payable

Prior to August 31, 2010, the Company’s credit facility was with Bank of America National Association as administrative agent, Wachovia Capital Finance Corporation as collateral agent, and JP Morgan Chase Bank as documentation agent. The Company had no outstanding borrowings under the facility as of August 31, 2010.

On August 31, 2010, the Company terminated its credit facility with Bank of America and entered into a new credit facility pursuant to a Loan and Security Agreement with Wells Fargo Bank, National Association, as

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

Administrative Agent, Collateral Agent and a Lender thereunder, JPMorgan Chase Bank, N.A. as a Lender, and PNC Bank, National Association, as a Lender. This new facility provides maximum credit of $200,000 through May 31, 2013 and is available for working capital and general corporate purposes. The facility provides maximum borrowings equal to the lesser of $200,000 or a percentage of eligible owned inventory, and contains a $10,000 subfacility for letters of credit. The new credit facility agreement contains a restrictive financial covenant requiring the Company to maintain tangible net worth of not less than $200,000. The Company’s tangible net worth was $402,500 at January 29, 2011. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the facility. Outstanding borrowings will bear interest at the prime rate or Libor plus 2.00% and the unused line fee is 0.25%.

As of January 29, 2011, the Company had no borrowings outstanding under the new credit facility.

8.	Financial instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company’s variable-rate borrowings. The Company accounts for derivative financial instruments in accordance with the ASC rules for derivatives and hedging activities.

On February 1, 2009, the Company adopted the ASC disclosure requirements for derivatives and hedging activities. The adoption had no impact on amounts recognized in the Company’s financial statements. The new rules are intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures primarily surround disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses.

The Company had an interest rate swap agreement with a notional amount of $25 million which was designated as a cash flow hedge. The agreement expired on January 31, 2010. The interest rate swap was recorded at fair value in fiscal 2009 and 2008 and changes in market value related to the effective portion of the cash flow hedge were recorded as unrecognized gains or losses in the accumulated other comprehensive income (loss) section of the stockholders’ equity in the balance sheets.

The Company did not utilize its credit facility during fiscal 2010.

9.	Fair value measurements

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

On February 3, 2008, the Company adopted the ASC rules for fair value measurements and disclosures. The adoption had no impact on the Company’s financial statements. The new rules established a three-tier hierarchy for fair value measurements, which prioritizes the inputs used in measuring fair value as follows:

a. Level 1 — observable inputs such as quoted prices for identical instruments in active markets.

b. Level 2 — inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

c. Level 3 — unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

As of January 29, 2011, the Company held financial liabilities of $1,233 related to its non-qualified deferred compensation plan. The liabilities have been categorized as Level 2 as they are based on third-party reported net asset values which are based primarily on quoted market prices of underlying assets of the funds within the plan.

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

10.	Share-based awards

Amended and Restated Restricted Stock Option Plan

The Company has an Amended and Restated Restricted Stock Option Plan (the Amended Plan), principally to compensate and provide an incentive to key employees and members of the board of directors, under which it may grant options to purchase common stock. Options generally are granted with the exercise price equal to the fair value of the underlying stock on the date of grant. Options vest over four years at the rate of 25% per year from the date of issuance and must be exercised within the earlier to occur of 14 years from the date of grant or the maximum period allowed by applicable state law.

2002 Equity Incentive Plan

In April 2002, the Company adopted the 2002 Equity Incentive Plan (the 2002 Plan) to attract and retain the best available personnel for positions of substantial authority and to provide additional incentive to employees, directors, and consultants to promote the success of the Company’s business. Options granted on or after April 26, 2002 and before October 2007, were granted pursuant to the 2002 Plan. The 2002 Plan incorporates several important features that are typically found in agreements adopted by companies that report their results to the public. First, the maximum term of an option was reduced from 14 to ten years in order to comply with various state laws. Second, the 2002 Plan provided more flexibility in the vesting period of options offered to grantees. Third, the 2002 Plan allowed for the offering of incentive stock options to employees in addition to nonqualified stock options. Unless provided otherwise by the administrator of the 2002 Plan, options vest over four years at the rate of 25% per year from the date of grant. Options are granted with the exercise price equal to the fair value of the underlying stock on the date of grant.

2007 Incentive Award Plan

In July 2007, the Company adopted the 2007 Incentive Award Plan (the 2007 Plan). The 2007 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other types of awards to employees, consultants, and directors. Following its adoption, awards are only being made under the 2007 Plan, and no further awards will be made under the Amended Plan or the 2002 Plan. The 2007 Plan reserves for issuance upon grant or exercise of awards up to 4,108 shares of the Company’s common stock plus 598 shares which were not issued under the prior plans.

The Company measures share-based compensation cost on the grant date, based on the fair value of the award, and recognizes the expense on a straight-line method over the requisite service period for awards expected to vest. The Company estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions:

		**Fiscal **		**Fiscal **		**Fiscal **
		2010		2009		2008
Volatility rate		56.9%		60.6%		48.7%
Average risk-free interest rate		2.2%		2.5%		2.3%
Average expected life (in years)		5.6		5.3		5.2
Dividend yield		None		None		None

The expected volatility is based on the historical volatility of a peer group of publicly-traded companies. The risk free interest rate is based on the United States Treasury yield curve in effect on the date of grant for the respective expected life of the option. The expected life represents the time the options granted are expected to be outstanding. We have limited historical data related to exercise behavior since our initial public offering

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

on October 30, 2007. As a result, the Company has elected to generally use the shortcut approach to determine the expected life in accordance with the SEC Staff Accounting Bulletin on share-based payments. Any dividend the Company might declare in the future would be subject to the applicable provisions of its credit agreement, which currently limits the Company’s ability to pay cash dividends.

The Company granted 1,521 stock options during fiscal 2010. The compensation cost that has been charged against income was $9,918, $5,949, and $3,877 for fiscal 2010, 2009, and 2008, respectively. The total income tax benefit recognized in the income statement for the share-based compensation arrangements was $3,300, $1,464 and $984 for fiscal 2010, 2009 and 2008, respectively. The weighted-average grant date fair value of options granted in fiscal 2010, 2009 and 2008 was $13.58, $6.64 and $5.46, respectively. At January 29, 2011, there was approximately $21,784 of unrecognized compensation expense related to unvested stock options. The unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately two years.

The total intrinsic value of options exercised was $42,118, $4,783 and $8,267 in fiscal 2010, 2009 and 2008, respectively.

Restricted stock awards

During fiscal 2010, the Company granted 119 restricted common shares with a fair value of $23.32 per share to its newly appointed President and Chief Executive Officer. The restricted shares cannot be sold or otherwise transferred during the vesting period. The award cliff vests on December 29, 2011. The award is being expensed on a straight-line basis over the 20 month vesting period. The compensation expense recorded in fiscal 2010 was $1,237. At January 29, 2011, unrecognized compensation cost related to the award was $1,543.

A summary of the status of the Company’s stock option activity under the Amended Plan, the 2002 Plan and the 2007 Plan is presented in the following tables:

		Common Stock Options
		Fiscal 2010								Fiscal 2009								Fiscal 2008
						**Weighted- **								**Weighted- **								**Weighted- **
						**Average **								**Average **								**Average **
Options Outstanding		Shares				Exercise Price				Shares				Exercise Price				Shares				Exercise Price
Beginning of year			5,791			$	11.18				5,300			$	10.27				4,644			$	7.35
Granted			1,521				26.12				977				12.44				1,856				13.39
Exercised			(2,033	)			8.41				(429	)			2.86				(834	)			3.02
Canceled			(243	)			16.73				(57	)			10.46				(366	)			5.51
End of year			5,036			$	16.55				5,791			$	11.18				5,300			$	10.27
Exercisable at end of year			2,272			$	12.38				2,971			$	8.99				2,296			$	6.17

The Company completed an initial public offering during fiscal 2007 which resulted in compensation expense related to performance based grants of $425, $637 and $576 in fiscal 2010, 2009 and 2008, respectively. No performance-based options were granted during fiscal 2010, 2009 and 2008.

Cash received from option exercises under all share-based payment arrangements for fiscal 2010, 2009 and 2008 was $17,100, $1,228 and $2,517, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $13,373, $630 and $1,774, respectively, for fiscal 2010, 2009 and 2008.

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

The following table presents information related to options outstanding and options exercisable at January 29, 2011, under the Amended Plan, the 2002 Plan and the 2007 Plan based on ranges of exercise prices:

		Options outstanding												Options exercisable
						**Weighted- **												**Weighted- **
						**Average **												**Average **
						**Remaining **				**Weighted- **								**Remaining **				**Weighted- **
		**Number of **				**Contractual Life **				**Average **				**Number **				**Contractual Life **				**Average **
Options outstanding		Options				(Years)				Exercise Price				of Options				(Years)				Exercise Price
$ 0.02 - 0.17			11				2			$	.17				11				2			$	.17
0.18 - 1.11			44				4				1.11				44				4				1.11
1.12 - 2.62			258				3				2.44				258				3				2.44
2.63 - 4.12			279				5				3.48				279				5				3.48
4.13 - 9.18			180				7				8.03				123				6				8.84
9.19 - 15.81			2,341				8				13.41				1,171				8				13.78
15.82 - 37.85			1,923				9				25.40				386				7				24.03
End of year			5,036				8			$	16.55				2,272				7			$	12.38

The aggregate intrinsic value of outstanding and exercisable options as of January 29, 2011 was $101,807 and $55,321, respectively. The last reported sale price of our common stock on the NASDAQ Global Select Market on January 29, 2011 was $36.73 per share.

11.	Net income per common share

The following is a reconciliation of net income and the number of shares of common stock used in the computation of net income per basic and diluted share:

		Fiscal Year Ended
		**January 29, **				**January 30, **				**January 31, **
		2011				2010				2009
Numerator for diluted net income per share — net income		$	71,030			$	39,356			$	25,268
Denominator for basic net income per share — weighted-average common shares			58,959				57,915				57,425
Dilutive effect of stock options and non-vested stock			2,329				1,322				1,542
Denominator for diluted net income per share			61,288				59,237				58,967
Net income per common share:
Basic		$	1.20			$	0.68			$	0.44
Diluted		$	1.16			$	0.66			$	0.43

The denominator for diluted net income per common share for fiscal years 2010, 2009 and 2008 exclude 1,263, 3,809 and 3,101 employee options, respectively, due to their anti-dilutive effects.

l2. Employee benefit plans

The Company provides a 401(k) retirement plan covering all employees who qualify as to age and length of service. The plan is funded through employee contributions and a Company match. In fiscal 2010, the Company match was 100% of the first 2% of eligible compensation. In fiscal 2009 and 2008, the Company match was between 40% and 50% of the first 3% of eligible compensation. For fiscal years 2010, 2009 and 2008, the Company match was $1,106, $600 and $437, respectively.

On January 1, 2009, the Company established a non-qualified deferred compensation plan for highly compensated employees whose contributions are limited under qualified defined contribution plans. Amounts

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

contributed and deferred under the plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. The liability for compensation deferred under the Company’s plan included in accrued liabilities was $1,233 and $247 as of January 29, 2011 and January 30, 2010, respectively. Total expense recorded under this plan is included in selling, general and administrative expenses and was insignificant during fiscal 2010 and 2009. The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a substantial portion of its exposure. The cash value of the investment vehicles included in prepaid expense and other current assets was $1,232 and $229 as of January 29, 2011 and January 30, 2010, respectively.

13.	Valuation and qualifying accounts

		**Balance at **				**Charged to **								**Balance at **
		**Beginning **				**Costs and **								**End **
Description		of Period				Expenses				Deductions				of Period
Fiscal 2010
Allowance for doubtful accounts		$	489			$	189			$	(421	)(a)		$	257
Shrink reserve			1,869				5,191				(4,760	)			2,300
Inventory — lower of cost or market reserve			4,014				881				(1,579	)			3,316
Fiscal 2009
Allowance for doubtful accounts		$	296			$	432			$	(239	)(a)		$	489
Shrink reserve			2,005				4,590				(4,726	)			1,869
Inventory — lower of cost or market reserve			2,364				2,481				(831	)			4,014
Fiscal 2008
Allowance for doubtful accounts		$	309			$	209			$	(222	)(a)		$	296
Shrink reserve			1,745				3,785				(3,525	)			2,005
Inventory — lower of cost or market reserve			1,801				1,840				(1,277	)			2,364

(a)		Represents writeoff of uncollectible accounts

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Ulta Salon, Cosmetics & Fragrance, Inc. Notes to Financial Statements — (Continued)

14.	Selected quarterly financial data (unaudited)

The following tables set forth the Company’s unaudited quarterly results of operations for each of the quarters in fiscal 2010 and fiscal 2009. The Company uses a 13 week fiscal quarter ending on the last Saturday of the quarter.

		2010																2009
		First				Second				Third				Fourth				First				Second				Third				Fourth
Net sales		$	320,196			$	321,804			$	339,179			$	473,659			$	268,825			$	273,539			$	284,043			$	396,364
Cost of sales			215,661				217,846				220,273				316,973				189,283				194,825				192,372				269,722
Gross profit			104,535				103,958				118,906				156,686				79,542				78,714				91,671				126,642
Selling, general and administrative expenses			80,729				79,909				90,309				107,159				69,393				66,468				74,797				91,755
Pre-opening expenses			474				1,793				4,305				523				1,195				2,010				2,183				615
Operating income			23,332				22,256				24,292				49,004				8,954				10,236				14,691				34,272
Interest expense			118				214				244				179				671				645				441				445
Income before income taxes			23,214				22,042				24,048				48,825				8,283				9,591				14,250				33,827
Income tax expense			9,553				8,980				9,845				18,721				3,363				3,841				5,790				13,601
Net income		$	13,661			$	13,062			$	14,203			$	30,104			$	4,920			$	5,750			$	8,460			$	20,226
Net income per common share:
Basic		$	0.23			$	0.22			$	0.24			$	0.50			$	0.09			$	0.10			$	0.15			$	0.35
Diluted		$	0.23			$	0.22			$	0.23			$	0.49			$	0.08			$	0.10			$	0.14			$	0.34

The sum of the quarterly net income per common share may not equal the annual total due to quarterly changes in the weighted average shares and share equivalents outstanding.

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Exhibits

										Incorporated by Reference
**Exhibit **						**Filed **				**Exhibit **				**File **				**Filing **
Number				Description of Document		Herewith		Form		Number				Number				Date
	3	.1		Amended and Restated Certificate of Incorporation				S-1			3.1				333-144405				8/17/2007
	3	.2		Amended and Restated Bylaws				S-1			3.2				333-144405				8/17/2007
	4	.1		Specimen Common Stock Certificate				S-1			4.1				333-144405				10/11/2007
	4	.2		Third Amended and Restated Registration Rights Agreement between Ulta Salon, Cosmetics & Fragrance, Inc. and the stockholders party thereto				S-1			4.2				333-144405				8/17/2007
	4	.3		Stockholder Rights Agreement				S-1			4.4				333-144405				8/17/2007
	10	.1		Ulta Salon, Cosmetics & Fragrance, Inc. Second Amended and Restated Restricted Stock Option Plan				S-1			10.7				333-144405				8/17/2007
	10	.1(a)		Amendment to Ulta Salon, Cosmetics & Fragrance, Inc. Second Amended and Restated Restricted Stock Option Plan				S-1			10.7	(a)			333-144405				8/17/2007
	10	.2		Ulta Salon, Cosmetics & Fragrance, Inc. 2002 Equity Incentive Plan				S-1			10.9				333-144405				8/17/2007
	10	.3		Ulta Salon, Cosmetics & Fragrance, Inc. 2007 Incentive Award Plan				S-1			10.10				333-144405				9/27/2007
	10	.4		Ulta Salon, Cosmetics & Fragrance, Inc. Nonqualified Deferred Compensation Plan				10-K			10.17				001-33764				4/2/2009
	10	.5		Office Lease, dated as of April 17, 2007, between Ulta Salon, Cosmetics & Fragrance, Inc. and Bolingbrook Investors, LLC				S-1			10.13				333-144405				8/17/2007
	10	.5(a)		Amendment to Lease, dated as of November 2007, by and between Bolingbrook Investors, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.5	(a)			001-33764				3/30/2010
	10	.5(b)		Second Amendment to Lease, dated February 20, 2008, by and between Bolingbrook Investors, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-Q			10.1				001-33764				6/17/2008
	10	.5(c)		Third Amendment to Lease, dated as of March 2008, by and between Bolingbrook Investors, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.5	(c)			001-33764				3/30/2010
	10	.5(d)		Fourth Amendment to Lease, dated as of May 3, 2010, by and between Bolingbrook Investors, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.		X
	10	.6*		Lease, effective as of June 21, 2007, by and between Southwest Valley Partners, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				S-1			10.15				333-144405				9/27/2007
	10	.6(a)		First Amendment to Lease, dated October 23, 2007, by and between Southwest Valley Partners, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.6	(a)			001-33764				3/30/2010

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										Incorporated by Reference
**Exhibit **						**Filed **				**Exhibit **				**File **				**Filing **
Number				Description of Document		Herewith		Form		Number				Number				Date
	10	.6(b)*		Second Amendment to Lease, dated March 17, 2008, by and between Southwest Valley Partners, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-Q			10.2				001-33764				6/17/2008
	10	.6(c)		Third Amendment to Lease, dated as of August 27, 2010, by and between The Lincoln National Life Insurance Company and Ulta Salon, Cosmetics & Fragrance, Inc.		X
	10	.7*		Acceptance Letter and Commencement Date Agreement, dated March 24, 2008, by and between Southwest Valley Partners, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-Q			10.3				001-33764				6/17/2008
	10	.8		Lease Agreement, dated June 22, 1999, between ULTA3 Cosmetics & Salon, Inc. and 1135 Arbor Drive Investors LLC				S-1			10.10				333-144405				8/17/2007
	10	.8(a)		First Amendment to Lease Agreement, dated as of November 1, 2000, between Aetna Life Insurance Company c/o UBS Realty Investors, LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.8(a	)			001-33764				3/30/2010
	10	.8(b)		Second Amendment to Office/Showroom/ Warehouse Lease, dated as of April 27, 2009, between 1135 Arbor Drive Investors LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.8(b	)			001-33764				3/30/2010
	10	.8(c)		Third Amendment to Lease, dated November 10, 2009, by and between 1135 Arbor Drive Investors LLC and Ulta Salon, Cosmetics & Fragrance, Inc.				10-K			10.8(c	)			001-33764				3/30/2010
	10	.9		Amendment to Option Agreement with Grant Date March 24, 2008, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Lyn Kirby				10-K			10.16(a	)			001-33764				4/2/2009
	10	.10		Succession agreement, dated as of April 23, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Lyn Kirby.				8-K			10.1				001-33764				4/27/2010
	10	.11		Employment Agreement, dated as of April 12, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Carl Rubin.				8-K			10.2				001-33764				4/27/2010
	10	.12		First Amendment to Carl Rubin Employment Agreement, dated April 28, 2010.				10-Q			10.2(a	)			001-33764				6/3/2010
	10	.13		Restricted Stock Award Agreement, dated May 10, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Carl Rubin.				8-K			10.3				001-33764				4/27/2010
	10	.14		Option Agreement, dated May 10, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Carl Rubin.				8-K			10.4				001-33764				4/27/2010
	10	.15		Loan and Security Agreement, dated August 31, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc. and Wells Fargo Bank, National Association, JP Morgan Chase Bank, N.A., and PNC Bank, National Association.				8-K			10.9.B				001-33764				9/7/2010

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										Incorporated by Reference
**Exhibit **						**Filed **				**Exhibit **				**File **				**Filing **
Number				Description of Document		Herewith		Form		Number				Number				Date
	23	.1		Consent of Independent Registered Public Accounting Firm		X
	31	.1		Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002		X
	31	.2		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002		X
	32	.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

*		Confidential treatment has been requested with respect to certain portions of this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act. Omitted portions have been filed separately with the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 30, 2011.

ULTA SALON, COSMETICS & FRAGRANCE, INC.

	By:	/s/ Gregg R. Bodnar

Gregg R. Bodnar

Chief Financial Officer and Assistant Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signatures				Title		Date
/s/ Carl S. Rubin Carl S. Rubin				President, Chief Executive Officer and Director (Principal Executive Officer)		March 30, 2011
/s/ Gregg R. Bodnar Gregg R. Bodnar				Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)		March 30, 2011
/s/ Hervé J.F. Defforey Hervé J.F. Defforey				Director		March 30, 2011
/s/ Robert F. DiRomualdo Robert F. DiRomualdo				Director		March 30, 2011
/s/ Dennis K. Eck Dennis K. Eck				Chairman of the Board of Directors		March 30, 2011
/s/ Charles Heilbronn Charles Heilbronn				Director		March 30, 2011
/s/ Lorna E. Nagler Lorna E. Nagler				Director		March 30, 2011
/s/ Charles J. Philippin Charles J. Philippin				Director		March 30, 2011
/s/ Yves Sisteron Yves Sisteron				Director		March 30, 2011