Item 15. Exhibits and Financial Statement Schedules

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

Report of Independent Registered Public Accounting Firm			43
Balance Sheets			45
Statements of Income			46
Statements of Cash Flows			47
Statements of Stockholders’ Equity			48
Notes to Financial Statements			49
Exhibits			61

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 February 2, 2013 and January 28, 2012, and the related statements of income, cash flows, and stockholders’ equity for each of the three years in the period ended February 2, 2013. 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 February 2, 2013 and January 28, 2012, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2013, 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 February 2, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 3, 2013, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

April 3, 2013

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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 February 2, 2013, 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 February 2, 2013, 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 February 2, 2013 and January 28, 2012, and the related statements of income, cash flows and stockholders’ equity for each of the three years in the period ended February 2, 2013 and our report dated April 3, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

April 3, 2013

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Ulta Salon, Cosmetics & Fragrance, Inc.

Balance Sheets

		February 2,				January 28,
(In thousands, except per share data)		2013				2012
Assets
Current assets:
Cash and cash equivalents		$	320,475			$	253,738
Receivables, net			41,515				26,153
Merchandise inventories, net			361,125				244,647
Prepaid expenses and other current assets			50,452				43,430
Deferred income taxes			15,757				12,264
Total current assets			789,324				580,232
Property and equipment, net			483,059				376,985
Deferred compensation plan assets			2,866				—
Total assets		$	1,275,249			$	957,217
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	118,886			$	86,442
Accrued liabilities			92,127				74,411
Accrued income taxes			10,054				4,002
Total current liabilities			221,067				164,855
Deferred rent			208,003				163,463
Deferred income taxes			56,361				44,195
Other long-term liabilities			2,876				—
Total liabilities			488,307				372,513
Commitments and contingencies (note 4)
Stockholders’ equity:
Common stock, $.01 par value, 400,000 shares authorized; 64,565 and 62,764 shares issued; 64,009 and 62,209 shares outstanding; at February 2, 2013, and January 28, 2012, respectively			645				627
Treasury stock-common, at cost			(7,494	)			(7,415	)
Additional paid-in capital			496,930				404,698
Retained earnings			296,861				186,794
Total stockholders’ equity			786,942				584,704
Total liabilities and stockholders’ equity		$	1,275,249			$	957,217

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Statements of Income

		Fiscal year ended
(In thousands, except per share data)		February 2, 2013				January 28, 2012				January 29, 2011
Net sales		$	2,220,256			$	1,776,151			$	1,454,838
Cost of sales			1,436,582				1,159,311				970,753
Gross profit			783,674				616,840				484,085
Selling, general and administrative expenses			488,880				410,658				358,106
Pre-opening expenses			14,816				9,987				7,095
Operating income			279,978				196,195				118,884
Interest expense			185				587				755
Income before income taxes			279,793				195,608				118,129
Income tax expense			107,244				75,344				47,099
Net income		$	172,549			$	120,264			$	71,030
Net income per common share:
Basic		$	2.73			$	1.96			$	1.20
Diluted		$	2.68			$	1.90			$	1.16
Weighted average common shares outstanding:
Basic			63,250				61,259				58,959
Diluted			64,396				63,334				61,288
Dividends declared per common share		$	1.00			$	—			$	—

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Statements of Cash Flows

		Fiscal year ended
		February 2,				January 28,				January 29,
(In thousands)		2013				2012				2011
Operating activities
Net income		$	172,549			$	120,264			$	71,030
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			88,233				75,931				64,936
Deferred income taxes			8,673				10,827				7,741
Non-cash stock compensation charges			13,375				11,605				11,155
Excess tax benefits from stock-based compensation			(47,345	)			(25,899	)			(10,640	)
Loss (gain) on disposal of property and equipment			1,074				1,324				(519	)
Change in operating assets and liabilities:
Receivables			(15,362	)			(3,861	)			(8,815	)
Merchandise inventories			(116,478	)			(26,131	)			(11,568	)
Prepaid expenses and other current assets			(9,888	)			(10,640	)			(2,518	)
Income taxes			53,397				40,585				(10,354	)
Accounts payable			32,444				(651	)			30,706
Accrued liabilities			13,789				(1,358	)			14,535
Deferred rent			44,540				28,891				20,854
Net cash provided by operating activities			239,001				220,887				176,543
Investing activities
Purchases of property and equipment			(188,578	)			(128,636	)			(97,115	)
Net cash used in investing activities			(188,578	)			(128,636	)			(97,115	)
Financing activities
Dividends paid			(62,482	)			—				—
Excess tax benefits from stock-based compensation			47,345				25,899				10,640
Stock options exercised			31,530				27,639				17,100
Common stock repurchased			(79	)			(3,236	)			—
Net cash provided by financing activities			16,314				50,302				27,740
Net increase in cash and cash equivalents			66,737				142,553				107,168
Cash and cash equivalents at beginning of year			253,738				111,185				4,017
Cash and cash equivalents at end of year		$	320,475			$	253,738			$	111,185
Supplemental cash flow information
Cash paid for income taxes (net of refunds)		$	45,354			$	24,162			$	49,871
Noncash investing and financing activities:
Change in property and equipment included in accrued liabilities		$	6,803			$	(495	)		$	2,540

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Statements of Stockholders’ Equity

		Common Stock								Treasury - Common Stock								Additional Paid-In Capital				Retained Earnings / (Accumulated Deficit)				Total Stockholders’ Equity
(In thousands)		Issued Shares				Amount				Treasury Shares				Amount
Balance — January 30, 2010			58,674			$	586				(505	)		$	(4,179	)		$	300,701			$	(4,500	)		$	292,608
Stock options exercised			2,033				20				—				—				17,080				—				17,100
Net income			—				—				—				—				—				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
Stock options exercised			2,057				21				—				—				27,618				—				27,639
Common stock repurchased			—				—				(50	)			(3,236	)			—				—				(3,236	)
Net income			—				—				—				—				—				120,264				120,264
Comprehensive income			—				—				—				—				—				—				120,264
Excess tax benefits from stock-based compensation			—				—				—				—				25,899				—				25,899
Stock compensation charge			—				—				—				—				11,605				—				11,605
Balance — January 28, 2012			62,764			$	627				(555	)		$	(7,415	)		$	404,698			$	186,794			$	584,704
Stock options exercised and other awards			1,801				18				—				—				31,512				—				31,530
Common stock repurchased			—				—				(1	)			(79	)			—				—				(79	)
Net income			—				—				—				—				—				172,549				172,549
Comprehensive income			—				—				—				—				—				—				172,549
Excess tax benefits from stock-based compensation			—				—				—				—				47,345				—				47,345
Stock compensation charge			—				—				—				—				13,375				—				13,375
Dividends paid			—				—				—				—				—				(62,482	)			(62,482	)
Balance — February 2, 2013			64,565			$	645				(556	)		$	(7,494	)		$	496,930			$	296,861			$	786,942

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 February 2, 2013, the Company operated 550 stores in 45 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 February 2, 2013 (fiscal 2012), January 28, 2012 (fiscal 2011) and January 29, 2011 (fiscal 2010) were 53, 52 and 52 week years, respectively.

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 $973 and $556 as of February 2, 2013 and January 28, 2012, respectively.

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.

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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 February 2, 2013 and January 28, 2012.

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 currently operates two loyalty programs, ULTAmate Rewards and The Club at Ulta. The Club at Ulta is a certificate program offering customers reward certificates for free beauty products based on their level of purchases. Customers earn reward certificates to redeem during specific promotional periods throughout the year. ULTAmate Rewards is a points-based program in which customers earn points based on their purchases. Points earned are valid for one year and may be redeemed on any product or select salon service. The Company accrues the cost of 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 February 2, 2013 and January 28, 2012 was $7,084 and $6,207, respectively. The cost of these programs, which was $22,044, $17,200 and $12,942 in fiscal 2012, 2011 and 2010, 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.

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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 $121,357, $98,479 and $86,484 for fiscal 2012, 2011 and 2010, 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 $13,364 and $10,573 at February 2, 2013 and January 28, 2012, 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 $118,365, $99,446 and $84,796 for fiscal 2012, 2011 and 2010, respectively. Prepaid advertising costs included in prepaid expenses and other current assets were $6,251and $4,721 as of February 2, 2013 and January 28, 2012, 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

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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 are 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.

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 $13,375, $11,605 and $11,155 for fiscal 2012, 2011 and 2010, respectively (see Note 9, “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 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.

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 (see Note 10, “Net income per common share”).

3. Property and equipment

Property and equipment consist of the following:

		February 2, 2013				January 28, 2012
Equipment and fixtures		$	323,069			$	256,479
Leasehold improvements			307,624				256,487
Electronic equipment and software			169,997				126,790
Construction-in-progress			37,700				33,598
			838,390				673,354
Less accumulated depreciation and amortization			(355,331	)			(296,369	)
Property and equipment, net		$	483,059			$	376,985

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The Company had no capitalized interest for fiscal 2012 and 2011 as a result of not utilizing the credit facility during the year.

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 2012, 2011 and 2010. Total rent expense under operating leases was $115,755, $94,175 and $82,365 for fiscal 2012, 2011 and 2010, respectively. Future minimum lease payments under operating leases as of February 2, 2013, are as follows:

Fiscal year		Operating Leases
2013		$	155,542
2014			160,168
2015			153,441
2016			144,991
2017			133,574
2018 and thereafter			460,811
Total minimum lease payments		$	1,208,527

Included in the operating lease schedule above is $210,375 of minimum lease payments for stores that will open in fiscal 2013.

General litigation — On March 2, 2012, a putative employment class action lawsuit was filed against us and certain unnamed defendants in state court in Los Angeles County, California. On April 12, 2012, the Company removed the case to the United States District Court for the Central District of California. The plaintiff and members of the proposed class are alleged to be (or to 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. The Company denies plaintiff’s allegations and is vigorously defending the matter.

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.

5. Accrued liabilities

Accrued liabilities consist of the following:

		February 2, 2013				January 28, 2012
Accrued vendor liabilities (including accrued property and equipment costs)		$	17,254			$	10,868
Accrued customer liabilities			21,638				17,978
Accrued payroll, bonus and employee benefits			30,418				24,449
Accrued taxes, other			9,991				7,619
Other accrued liabilities			12,826				13,497
Accrued liabilities		$	92,127			$	74,411

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6. Income taxes

The provision for income taxes consists of the following:

		Fiscal 2012				Fiscal 2011				Fiscal 2010
Current:
Federal		$	83,606			$	53,495			$	32,288
State			14,832				11,022				7,070
Total current			98,438				64,517				39,358
Deferred:
Federal			8,950				10,796				8,076
State			(144	)			31				(335	)
Total deferred			8,806				10,827				7,741
Provision for income taxes		$	107,244			$	75,344			$	47,099

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

		Fiscal 2012				Fiscal 2011				Fiscal 2010
Federal statutory rate			35.0	%			35.0	%			35.0	%
State effective rate, net of federal tax benefit			3.4	%			3.7	%			3.7	%
Other			(0.1	%)			(0.2	%)			1.2	%
Effective tax rate			38.3	%			38.5	%			39.9	%

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

		February 2, 2013				January 28, 2012
Deferred tax assets:
Reserves not currently deductible		$	18,160			$	13,207
Employee benefits			5,029				4,970
Net operating loss & credit carryforwards			208				179
Accrued liabilities			3,854				3,499
Inventory valuation			1,280				1,570
Total deferred tax assets			28,531				23,425
Deferred tax liabilities:
Property and equipment			39,357				32,414
Deferred rent obligation			21,638				16,572
Prepaid expenses			8,140				6,370
Total deferred tax liabilities			69,135				55,356
Net deferred tax liability		$	(40,604	)		$	(31,931	)

At February 2, 2013, the Company had net operating loss carryforwards (NOLs) for federal income tax purposes of approximately $73, which expire between 2013 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. At February 2, 2013, the Company had $281 credit carryforwards for state income tax purposes.

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The Company accounts for uncertainty in income taxes in accordance with the ASC rules for income taxes. Based on the Company’s best estimate of the potential liability for uncertain tax positions there was no reserve at February 2, 2013 and January 28, 2012.

The Company acknowledges 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 2012, 2011 and 2010.

The Company files tax returns in the U.S. Federal and State jurisdictions. The Company is no longer subject to U.S. Federal examinations by the Internal Revenue Services for the years before 2010 and, this applies to examinations by the State authorities before 2008.

7. Notes payable

On October 19, 2011, the Company entered into an Amended and Restated Loan and Security Agreement (the Loan Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Lender thereunder, Wells Fargo Capital Finance LLC as a Lender, J.P. Morgan Securities LLC as a Lender, JP Morgan Chase Bank, N.A. as a Lender and PNC Bank, National Association, as a Lender. The Loan Agreement amended and restated the Loan and Security Agreement, dated as of August 31, 2010, by and among the lenders. The Loan Agreement extends the maturity of the Company’s credit facility to October 2016, provides maximum revolving loans equal to the lesser of $200,000 or a percentage of eligible owned inventory, contains a $10,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $50,000, subject to consent by each lender and other conditions. The Loan Agreement contains a requirement to maintain a minimum amount of excess borrowing availability at all times. 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 1.50% and the unused line fee is 0.225%. As of February 2, 2013 and January 28, 2012, the Company had no borrowings outstanding under the credit facility and the Company was in compliance with all terms and covenants of the agreement.

On September 5, 2012, the Company entered into Amendment No. 1 to the Amended and Restated Loan and Security Agreement (the Amendment) with the lender group. The Amendment updated certain administrative terms and conditions and provides the Company greater flexibility to take certain corporate actions. There were no changes to the revolving loan amounts available, interest rates, covenants or maturity date under terms of the Loan Agreement.

8. 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 February 2, 2013, the Company held financial liabilities of $2,876 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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9. Share-based awards

Equity Incentive Plans

The Company has had a number of equity incentive plans over the years. The plans were adopted in order 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. Incentive compensation was awarded under the Amended and Restated Restricted Stock Option Plan until April 2002 and under the 2002 Equity Incentive Plan through July 2007, at which time the 2007 Incentive Award Plan was adopted. All of the plans generally provided 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. Unless provided otherwise by the administrator of the plan, options vested over four years at the rate of 25% per year from the date of grant and most must be exercised within ten years. Options were granted with the exercise price equal to the fair value of the underlying stock on the date of grant.

2011 Incentive Award Plan

In June 2011, the Company adopted the 2011 Incentive Award Plan (the 2011 Plan). The 2011 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalent rights, stock payments, deferred stock and cash-based awards to employees, consultants, and directors. Following its adoption, awards are only being made under the 2011 Plan, and no further awards will be made under any prior plan. The 2011 Plan reserves for the issuance upon grant or exercise of awards up to 4,750 shares of the Company’s common stock plus 746 shares that were not issued under 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 2012				Fiscal 2011				Fiscal 2010
Volatility rate			53.5	%			54.0	%			56.9	%
Average risk-free interest rate			1.2	%			1.5	%			2.2	%
Average expected life (in years)			6.3				6.3				5.6
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 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. The Company does not currently pay a regular dividend. The dividend paid in May 2012 was a one-time special cash dividend.

The Company granted 241 stock options during fiscal 2012. The compensation cost that has been charged against income was $11,967, $9,731, and $9,918 for fiscal 2012, 2011, and 2010, respectively. The weighted-average grant date fair value of options granted in fiscal 2012, 2011 and 2010 was $46.29, $34.81 and $13.58, respectively. At February 2, 2013, there was approximately $26,529 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 $138,291, $86,030 and $42,118 in fiscal 2012, 2011 and 2010, respectively.

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Restricted stock awards

During fiscal 2012 the Company issued restricted stock to certain employees and its board of directors. Employee grants will generally cliff vest after 3 years and director grants will cliff vest within one year. The compensation expense recorded in fiscal 2012 and 2011 was $1,408 and $1,874, respectively. At February 2, 2013 and January 28, 2012, unrecognized compensation cost related to restricted stock awards was $3,989 and $935, respectively.

A summary of the status of the Company’s stock option activity is presented in the following tables:

		Fiscal 2012								Fiscal 2011								Fiscal 2010
		Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price
Common Stock Options Outstanding
Beginning of year			3,559			$	26.46				5,036			$	16.55				5,791			$	11.18
Granted			241				89.99				621				66.58				1,521				26.12
Exercised			(1,795	)			17.57				(1,936	)			14.28				(2,033	)			8.41
Canceled			(198	)			46.28				(162	)			17.75				(243	)			16.73
End of year			1,807			$	41.60				3,559			$	26.46				5,036			$	16.55
Exercisable at end of year			563				24.85				1,437			$	14.27				2,272			$	12.38
Restricted Stock Outstanding
Beginning of year			22			$	55.72				128			$	24.29				—			$	—
Granted			65				90.18				15				63.38				128				24.29
Vested			(5	)			66.88				(71	)			23.62				—				—
Forfeited			(20	)			75.30				(50	)			23.52				—				—
End of year			62			$	81.81				22			$	55.72				128			$	24.29

The Company completed an initial public offering during fiscal 2007 which resulted in compensation expense related to performance based grants of $425 in fiscal 2010. There was no compensation expense related to performance based grants in 2012 and 2011. No performance-based options were granted during fiscal 2012, 2011 and 2010.

Cash received from option exercises under all share-based payment arrangements for fiscal 2012, 2011 and 2010 was $31,530, $27,639 and $17,100, respectively. The total income tax benefit recognized in the income statement for equity compensation arrangements was $5,364, $3,545 and $3,300 for fiscal 2012, 2011 and 2010, respectively. The actual tax benefit realized for the tax deductions from option exercise and restricted stock vesting of the share-based payment arrangements totaled $51,886, $29,439 and $13,373, respectively, for fiscal 2012, 2011 and 2010.

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The following table presents information related to options outstanding and options exercisable at February 2, 2013, under the Company’s stock option plans based on ranges of exercise prices:

		Options outstanding												Options exercisable
Options outstanding		Number of options				Weighted- average remaining contractual life (years)				Weighted- average exercise price				Number of options				Weighted- average remaining contractual life (years)				Weighted- average exercise price
$ 0.18 - 1.11			11,813				2			$	1.11				11,813				2			$	1.11
1.12 - 2.62			7,523				2				2.62				7,523				2				2.62
2.63 - 4.12			8,116				4				3.83				8,116				4				3.83
4.13 - 9.18			32,220				7				6.57				13,160				6				6.98
9.19 - 15.81			346,052				6				13.04				255,975				6				12.95
15.82 - 37.85			685,698				8				26.04				184,932				8				26.58
37.86 - 69.96			502,637				9				66.65				81,311				9				68.89
69.97 - 101.53			212,742				10				89.31				—				—				—
End of year			1,806,801				8			$	41.60				562,850				7			$	24.85

The aggregate intrinsic value of outstanding and exercisable options as of February 2, 2013 was $101,965 and $41,756, respectively. The last reported sale price of our common stock on the NASDAQ Global Select Market on February 2, 2013 was $97.54 per share.

10. 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
		February 2, 2013				January 28, 2012				January 29, 2011
Numerator for diluted net income per share — net income		$	172,549			$	120,264			$	71,030
Denominator for basic net income per share — weighted-average common shares			63,250				61,259				58,959
Dilutive effect of stock options and non-vested stock			1,146				2,075				2,329
Denominator for diluted net income per share			64,396				63,334				61,288
Net income per common share:
Basic		$	2.73			$	1.96			$	1.20
Diluted		$	2.68			$	1.90			$	1.16

The denominator for diluted net income per common share for fiscal years 2012, 2011 and 2010 exclude 533, 621 and 1,263 employee options, respectively, due to their anti-dilutive effects.

11. 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 2012, 2011 and 2010, the Company match was 100% of the first 3.0%, 2.5% and 2%, respectively, of eligible compensation. For fiscal years 2012, 2011 and 2010, the Company match was $3,040, $2,146 and $1,106, 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 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

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available to satisfy the claims of general creditors. The liability for compensation deferred under the Company’s plan included in other long-term liabilities was $2,876 as of February 2, 2013. 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 deferred compensation plan assets was $2,866 as of February 2, 2013. As of January 28, 2012 the liability for compensation deferred under the Company’s plan included in accrued liabilities was $1,855 and the corresponding asset included in prepaid expenses and other current assets was $1,968. The change in presentation of the asset and liability from current to noncurrent in fiscal 2012 is immaterial to the balance sheets ending February 2, 2013 and January 28, 2012. Total expense recorded under this plan is included in selling, general and administrative expenses and was insignificant during fiscal 2012 and 2011.

12. Valuation and qualifying accounts

Description		Balance at beginning of period				Charged to costs and expenses				Deductions				Balance at end of period
Fiscal 2012
Allowance for doubtful accounts		$	556			$	419			$	(2	)(a)		$	973
Shrink reserve			2,445				8,077				(6,502	)			4,020
Inventory — lower of cost or market reserve			2,070				1,099				(805	)			2,364
Insurance:
Workers Comp / General Liability Prepaid Asset			(2,084	)(b)			4,864				(5,180	)			(2,400	)
Employee Health Care Accrued Liability			1,929				26,584				(26,281	)			2,232
Fiscal 2011
Allowance for doubtful accounts		$	257			$	607			$	(308	)(a)		$	556
Shrink reserve			2,300				5,535				(5,390	)			2,445
Inventory — lower of cost or market reserve			3,316				870				(2,116	)			2,070
Insurance:
Workers Comp / General Liability Prepaid Asset			(970	)(b)			4,495				(5,609	)			(2,084	)
Employee Health Care Accrued Liability			1,608				21,036				(20,715	)			1,929
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
Insurance:
Workers Comp / General Liability Prepaid Asset			(1,181	)(b)			4,320				(4,109	)			(970	)
Employee Health Care Accrued Liability			1,579				17,601				(17,572	)			1,608

(a)	Represents write-off of uncollectible accounts.

(b)	Represents prepaid insurance

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13. 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 2012 and fiscal 2011. The Company uses a 13 week (14 week in fourth quarter fiscal 2012) fiscal quarter ending on the last Saturday of the quarter.

		2012																2011
		First				Second				Third				Fourth				First				Second				Third				Fourth
Net sales		$	474,098			$	481,683			$	505,640			$	758,835			$	386,006			$	394,567			$	413,067			$	582,511
Cost of sales			303,186				314,058				320,147				499,191				251,101				260,280				263,884				384,046
Gross profit			170,912				167,625				185,493				259,644				134,905				134,287				149,183				198,465
Selling, general and administrative expenses			110,943				106,040				117,934				153,963				94,615				90,811				100,997				124,235
Pre-opening expenses			2,523				4,126				6,252				1,915				1,230				3,816				3,958				983
Operating income			57,446				57,459				61,307				103,766				39,060				39,660				44,228				73,247
Interest expense			21				104				39				21				173				147				176				91
Income before income taxes			57,425				57,355				61,268				103,745				38,887				39,513				44,052				73,156
Income tax expense			22,557				22,357				23,117				39,213				15,591				15,608				17,284				26,861
Net income		$	34,868			$	34,998			$	38,151			$	64,532			$	23,296			$	23,905			$	26,768			$	46,295
Net income per common share:
Basic		$	0.56				0.55				0.60			$	1.01			$	0.38			$	0.39			$	0.44			$	0.75
Diluted		$	0.54				0.54				0.59			$	1.00			$	0.37			$	0.38			$	0.42			$	0.73

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.

14. Subsequent event

On February 14, 2013, we announced the resignation of Carl S. Rubin as President, Chief Executive Officer and Director and the appointment of Dennis K. Eck as our Interim Chief Executive Officer until a permanent replacement is identified.

On March 12, 2013, we announced the permanent appointment of Scott M. Settersten as Chief Financial Officer and Assistant Secretary of the Company. Mr. Settersten previously served as Acting Chief Financial Officer and Assistant Secretary since October 18, 2012.

On March 18, 2013, we announced that our Board of Directors had authorized a stock repurchase program pursuant to which the Company may repurchase up to $150 million of the Company’s common stock. The repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion.

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Exhibits

										Incorporated by Reference
Exhibit Number		Description of document		Filed Herewith		Form				Exhibit Number				File Number				Filing 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. 2011 Incentive Award Plan					DEF 14-A				Appendix A				001-33764				5/5/2011
10.5		Ulta Salon, Cosmetics & Fragrance, Inc. Nonqualified Deferred Compensation Plan					10-K				10.17				001-33764				4/2/2009
10.6		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
10.7		First Amendment to Carl Rubin Employment Agreement, dated April 28, 2010.					10-Q				10.2	(a)			001-33764				6/3/2010
10.8		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
10.9		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

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												Incorporated by Reference
Exhibit Number		Description of document		Filed Herewith				Form				Exhibit Number				File Number				Filing Date
10.10		Amended and Restated Loan and Security Agreement, dated October 19, 2011, by and among Ulta Salon, Cosmetics & Fragrance, Inc., Wells Fargo Bank, National Association, Wells Fargo Capital Finance, LLC, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and PNC Bank, National Association							8-K				10.1				001-33764				10/25/2011
10.11		Amendment No. 1 to Amended and Restated Loan and Security Agreement dated as of September 5, 2012, by and among Ulta Salon, Cosmetics and Fragrance Inc., Wells Fargo Bank, National Association, Wells Fargo Capital Finance, LLC, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A. and PNC Bank, National Association							10-Q				10.1				001-33764				9/6/2012
10.12		Form of Retention and Severance Agreement							8-K				10.1				001-33764				3/13/2013
14.1		Code of Business Conduct			X
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
101.INS **		XBRL Instance			X
101.SCH**		XBRL Taxonomy Extension Schema			X

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										Incorporated by Reference
Exhibit Number		Description of document		Filed Herewith				Form		Exhibit Number		File Number		Filing Date
101.CAL **		XBRL Taxonomy Extension Calculation			X
101.LAB **		XBRL Taxonomy Extension Labels			X
101.PRE **		XBRL Taxonomy Extension Presentation			X
101.DEF **		XBRL Taxonomy Extension Definition			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.

**	In accordance with Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”

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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 April 3, 2013.

ULTA SALON, COSMETICS & FRAGRANCE, INC.
By:		/s/ Scott M. Settersten
		Scott M. Settersten
		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/ Dennis K. Eck Dennis K. Eck		Interim Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		April 3, 2013
/s/ Scott M. Settersten Scott M. Settersten		Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)		April 3, 2013
/s/ Robert F. DiRomualdo Robert F. DiRomualdo		Director		April 3, 2013
/s/ Catherine Halligan Catherine Halligan		Director		April 3, 2013
/s/ Charles Heilbronn Charles Heilbronn		Director		April 3, 2013
/s/ Michael R. MacDonald Michael R. MacDonald		Director		April 3, 2013
/s/ Lorna E. Nagler Lorna E. Nagler		Director		April 3, 2013
/s/ Charles J. Philippin Charles J. Philippin		Director		April 3, 2013
/s/ Kenneth T. Stevens Kenneth T. Stevens		Director		April 3, 2013