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			47
Consolidated Balance Sheets			49
Consolidated Statements of Income			50
Consolidated Statements of Cash Flows			51
Consolidated Statements of Stockholders’ Equity			52
Notes to Consolidated Financial Statements			53
Exhibits			66

The schedules required by Form 10-K have been omitted because they were inapplicable, included in the notes to the consolidated 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 consolidated balance sheets of Ulta Salon, Cosmetics & Fragrance, Inc. (the Company) as of February 1, 2014 and February 2, 2013, and the related consolidated statements of income, cash flows, and stockholders’ equity for each of the three years in the period ended February 1, 2014. 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 consolidated financial position of Ulta Salon, Cosmetics & Fragrance, Inc. at February 1, 2014 and February 2, 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended February 1, 2014, 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 1, 2014, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated April 2, 2014, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

April 2, 2014

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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 1, 2014, based on criteria established in Internal Control — Integrated Framework (1992 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 1, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ulta Salon, Cosmetics & Fragrance, Inc. as of February 1, 2014 and February 2, 2013, and the related consolidated statements of income, cash flows and stockholders’ equity for each of the three years in the period ended February 1, 2014 and our report dated April 2, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

April 2, 2014

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Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Balance Sheets

		February 1,				February 2,
(In thousands, except per share data)		2014				2013
Assets
Current assets:
Cash and cash equivalents		$	419,476			$	320,475
Receivables, net			47,049				41,515
Merchandise inventories, net			457,933				361,125
Prepaid expenses and other current assets			55,993				50,452
Deferred income taxes			22,246				15,757
Total current assets			1,002,697				789,324
Property and equipment, net			595,736				483,059
Deferred compensation plan assets			4,294				2,866
Total assets		$	1,602,727			$	1,275,249
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	148,282			$	118,886
Accrued liabilities			103,180				92,127
Accrued income taxes			15,349				10,054
Total current liabilities			266,811				221,067
Deferred rent			261,630				208,003
Deferred income taxes			66,718				56,361
Other long-term liabilities			4,474				2,876
Total liabilities			599,633				488,307
Commitments and contingencies (note 4)
Stockholders’ equity:
Common stock, $.01 par value, 400,000 shares authorized; 64,793 and 64,565 shares issued; 64,231 and 64,009 shares outstanding; at February 1, 2014, and February 2, 2013, respectively			647				645
Treasury stock-common, at cost			(8,125	)			(7,494	)
Additional paid-in capital			548,194				496,930
Retained earnings			462,378				296,861
Total stockholders’ equity			1,003,094				786,942
Total liabilities and stockholders’ equity		$	1,602,727			$	1,275,249

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Statements of Income

		Fiscal year ended
(In thousands, except per share data)		February 1, 2014				February 2, 2013				January 28, 2012
Net sales		$	2,670,573			$	2,220,256			$	1,776,151
Cost of sales			1,729,325				1,436,582				1,159,311
Gross profit			941,248				783,674				616,840
Selling, general and administrative expenses			596,390				488,880				410,658
Pre-opening expenses			17,270				14,816				9,987
Operating income			327,588				279,978				196,195
Interest (income) expense			(118	)			185				587
Income before income taxes			327,706				279,793				195,608
Income tax expense			124,857				107,244				75,344
Net income		$	202,849			$	172,549			$	120,264
Net income per common share:
Basic		$	3.17			$	2.73			$	1.96
Diluted		$	3.15			$	2.68			$	1.90
Weighted average common shares outstanding:
Basic			63,992				63,250				61,259
Diluted			64,461				64,396				63,334
Dividends declared per common share		$	—			$	1.00			$	—

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Statements of Cash Flows

		Fiscal year ended
		February 1,				February 2,				January 28,
(In thousands)		2014				2013				2012
Operating activities
Net income		$	202,849			$	172,549			$	120,264
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			106,283				88,233				75,931
Deferred income taxes			3,868				8,673				10,827
Non-cash stock compensation charges			16,003				13,375				11,605
Excess tax benefits from stock-based compensation			(13,378	)			(47,345	)			(25,899	)
Loss on disposal of property and equipment			3,902				1,074				1,324
Change in operating assets and liabilities:
Receivables			(5,534	)			(15,362	)			(3,861	)
Merchandise inventories			(96,808	)			(116,478	)			(26,131	)
Prepaid expenses and other current assets			(5,541	)			(9,888	)			(10,640	)
Income taxes			18,673				53,397				40,585
Accounts payable			29,396				32,444				(651	)
Accrued liabilities			14,215				13,789				(1,358	)
Deferred rent			53,627				44,540				28,891
Other assets and liabilities			170				—				—
Net cash provided by operating activities			327,725				239,001				220,887
Investing activities
Purchases of property and equipment			(226,024	)			(188,578	)			(128,636	)
Net cash used in investing activities			(226,024	)			(188,578	)			(128,636	)
Financing activities
Repurchase of common shares			(37,337	)			—				—
Dividends paid			—				(62,482	)			—
Excess tax benefits from stock-based compensation			13,378				47,345				25,899
Stock options exercised			21,890				31,530				27,639
Purchase of treasury shares			(631	)			(79	)			(3,236	)
Net cash (used in) provided by financing activities			(2,700	)			16,314				50,302
Net increase in cash and cash equivalents			99,001				66,737				142,553
Cash and cash equivalents at beginning of year			320,475				253,738				111,185
Cash and cash equivalents at end of year		$	419,476			$	320,475			$	253,738
Supplemental cash flow information
Cash paid for income taxes (net of refunds)		$	101,598			$	45,354			$	24,162
Noncash investing and financing activities:
Change in property and equipment included in accrued liabilities		$	(3,161	)		$	6,803			$	(495	)

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Statements of Stockholders’ Equity

		Common Stock								Treasury - Common Stock								Additional Paid-In Capital				Retained Earnings				Total Stockholders’ Equity
(In thousands)		Issued Shares				Amount				Treasury Shares				Amount
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
Purchase of treasury shares			—				—				(50	)			(3,236	)			—				—				(3,236	)
Net income			—				—				—				—				—				120,264				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
Purchase of treasury shares			—				—				(1	)			(79	)			—				—				(79	)
Net income			—				—				—				—				—				172,549				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
Stock options exercised and other awards			729				7				—				—				21,883				—				21,890
Purchase of treasury shares			—				—				(6	)			(631	)			—				—				(631	)
Net income			—				—				—				—				—				202,849				202,849
Excess tax benefits from stock-based compensation			—				—				—				—				13,378				—				13,378
Stock compensation charge			—				—				—				—				16,003				—				16,003
Repurchase of common shares			(501	)			(5	)			—				—				—				(37,332	)			(37,337	)
Balance — February 1, 2014			64,793			$	647				(562	)		$	(8,125	)		$	548,194			$	462,378			$	1,003,094

See accompanying notes to financial statements.

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Ulta Salon, Cosmetics & Fragrance, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share data)

1. Business and basis of presentation

Ulta Salon, Cosmetics & Fragrance, Inc. 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 1, 2014, the Company operated 675 stores in 46 states. As used in these notes and throughout this Annual Report on Form 10-K, all references to “we,” “us,” “our,” “Ulta” or the “Company” refer to Ulta Salon, Cosmetics & Fragrance, Inc. and its consolidated subsidiary, Ulta Inc. 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 1, 2014 (fiscal 2013), February 2, 2013 (fiscal 2012) and January 28, 2012 (fiscal 2011) were 52, 53 and 52 week years, respectively.

Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts, transactions and unrealized profit were eliminated in consolidation.

Use of estimates

The preparation of consolidated 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 consolidated 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 and landlord construction allowances earned but not yet received. These receivables are computed based on provisions of the vendor and lease agreements in place and the Company’s completed performance. The Company’s vendors are primarily U.S.-based producers of consumer products and real estate developers and landlords. 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 and landlords 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 receivable for vendor allowances was $30,591 and $28,236 as of February 1, 2014 and February 2, 2013, respectively and the receivable for landlord allowances was $14,128 and $11,595 as of February 1, 2014 and February 2, 2013, respectively. The allowance for doubtful receivables totaled $915 and $973 as of February 1, 2014 and February 2, 2013, respectively.

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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 February 1, 2014 and February 2, 2013.

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

During fiscal 2013, the Company operated 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. In early fiscal 2014 we converted the remaining The Club at Ulta loyalty customers to ULTAmate Rewards, a points-based program. ULTAmate Rewards enables customers to earn points based on their purchases. Points earned are valid for one year and may be redeemed on any product we sell. 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 1, 2014 and February 2, 2013 was $7,740 and $7,084 respectively. The cost of these programs, which was $27,588, $22,044 and $17,200 in fiscal 2013, 2012 and 2011, 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.

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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 $145,815, $121,357 and $98,479 for fiscal 2013, 2012 and 2011, 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 based on delivery of merchandise to the customer. E-commerce revenue amounted to $95,809, $55,086 and $41,333 for fiscal 2013, 2012 and 2011, respectively.

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. 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 $16,439 and $13,364 at February 1, 2014 and February 2, 2013, 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 $140,774, $118,365 and $99,446 for fiscal 2013, 2012 and 2011, respectively. Advertising expense as a percentage of sales was 5.3%, 5.3% and 5.6% for fiscal 2013, 2012 and 2011, respectively Prepaid advertising costs included in prepaid expenses and other current assets were $6,891 and $6,251 as of February 1, 2014 and February 2, 2013, 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 a majority of 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.

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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 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. 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

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 $16,003, $13,375 and $11,605 for fiscal 2013, 2012 and 2011, 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 per claim 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”).

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3. Property and equipment

Property and equipment consist of the following:

(In thousands)		February 1, 2014				February 2, 2013
Equipment and fixtures		$	390,650			$	323,069
Leasehold improvements			376,796				307,624
Electronic equipment and software			218,979				169,997
Construction-in-progress			36,231				37,700
			1,022,656				838,390
Less accumulated depreciation and amortization			(426,920	)			(355,331	)
Property and equipment, net		$	595,736			$	483,059

The Company had no capitalized interest for fiscal 2013 and 2012 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 2013, 2012 and 2011. Total rent expense under operating leases was $138,086, $115,755 and $94,175 for fiscal 2013, 2012 and 2011, respectively. Future minimum lease payments under operating leases as of February 1, 2014, are as follows:

Fiscal year		Operating Leases (In thousands)
2014		$	184,771
2015			188,655
2016			181,507
2017			168,732
2018			151,546
2019 and thereafter			532,453
Total minimum lease payments		$	1,407,664

Included in the operating lease schedule above is $164,771 of minimum lease payments for stores that are expected to open in fiscal 2014.

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. On August 8, 2013, the plaintiff asked the court to certify the proposed class and the Company opposed the plaintiff’s request and is waiting for the court to issue a decision. 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 has not recorded any accruals for this matter because the Company’s potential liability for the matter is not probable and cannot be reasonably estimated based on currently available information. The Company cannot determine a reasonable estimate of the maximum possible loss or range of loss for this matter

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given that it is in the early stage of the litigation process and is subject to the inherent uncertainties of litigation (such as the strength of the Company’s legal defenses and the availability of insurance recovery). Although the maximum amount of liability that may ultimately result from this matter cannot be predicted with certainty, management expects that this matter, when ultimately resolved, will not have a material adverse effect on the Company’s consolidated financial position or liquidity. It is possible, however, that the ultimate resolution of this matter could have a material adverse effect on the Company’s results of operations in a particular quarter or year if such resolution results in a significant liability for the Company.

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:

(In thousands)		February 1, 2014				February 2, 2013
Accrued vendor liabilities (including accrued property and equipment costs)		$	15,631			$	17,254
Accrued customer liabilities			25,507				21,638
Accrued payroll, bonus and employee benefits			33,642				30,418
Accrued taxes, other			12,788				9,991
Other accrued liabilities			15,612				12,826
Accrued liabilities		$	103,180			$	92,127

6. Income taxes

The provision for income taxes consists of the following:

(In thousands)		Fiscal 2013				Fiscal 2012				Fiscal 2011
Current:
Federal		$	105,731			$	83,606			$	53,495
State			15,310				14,832				11,022
Total current			121,041				98,438				64,517
Deferred:
Federal			3,891				8,950				10,796
State			(75	)			(144	)			31
Total deferred			3,816				8,806				10,827
Provision for income taxes		$	124,857			$	107,244			$	75,344

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

		Fiscal 2013				Fiscal 2012				Fiscal 2011
Federal statutory rate			35.0	%			35.0	%			35.0	%
State effective rate, net of federal tax benefit			3.0	%			3.4	%			3.7	%
Other			0.1	%			(0.1	%)			(0.2	%)
Effective tax rate			38.1	%			38.3	%			38.5	%

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

(In thousands)		February 1, 2014				February 2, 2013
Deferred tax assets:
Reserves not currently deductible		$	24,721			$	18,160
Employee benefits			6,290				5,029
Net operating loss & credit carryforwards			402				208
Accrued liabilities			3,927				3,854
Inventory valuation			1,708				1,280
Total deferred tax assets			37,048				28,531
Deferred tax liabilities:
Property and equipment			44,288				39,357
Deferred rent obligation			28,529				21,638
Prepaid expenses			8,703				8,140
Total deferred tax liabilities			81,520				69,135
Net deferred tax liability		$	(44,472	)		$	(40,604	)

At February 1, 2014, the Company had $402 credit carryforwards for state income tax purposes.

The Company accounts for uncertainty in income taxes in accordance with the ASC rules for income taxes. The reserve for uncertain tax positions was $795 at February 1, 2014. The balance is the Company’s best estimate of the potential liability for uncertain tax positions. The increase in the liability for income taxes associated with uncertain tax positions relates to a current year position. There was no reserve for uncertain tax positions at February 2, 2013. A reconciliation of the Company’s unrecognized tax benefits, excluding interest and penalties, is as follows:

(In thousands)		February 1, 2014				February 2, 2013
Balance at beginning of the period		$	—			$	—
Increase due to a current year position			795				—
Decrease due to a prior period position			—				—
Balance at the end of the period		$	795			$	—

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 consolidated financial statements. Income tax-related interest and penalties were insignificant for fiscal 2013, 2012 and 2011.

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 2011 and, this applies to examinations by the State authorities before 2009.

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,

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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.

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.

On December 6, 2013, the Company entered into Amendment No. 2 to the Amended and restated Loan and Security Agreement (the Loan Amendment) with the lender group. The Loan Amendment extends the maturity of the facility to December 2018. 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 0.20%.

As of February 1, 2014 and February 2, 2013, the Company had no borrowings outstanding under the credit facility and the Company was in compliance with all terms and covenants of the 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.

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described 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 1, 2014, the Company held financial liabilities of $3,678 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.

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

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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. As of February 1, 2014, the 2011 Plan reserves for the issuance upon grant or exercise of awards up to 4,691 shares of the Company’s common stock.

The Company recorded stock compensation expense of $16,003, $13,375 and $11,605 for fiscal 2013, 2012 and 2011, respectively. Cash received from option exercises under all share-based payment arrangements for fiscal 2013, 2012 and 2011 was $21,890, $31,530 and $27,639, respectively. The total income tax benefit recognized in the income statement for equity compensation arrangements was $4,812, $5,364 and $3,545 for fiscal 2013, 2012 and 2011, respectively. The actual tax benefit realized for the tax deductions from option exercise and restricted stock vesting of the share-based payment arrangements totaled $18,169, $51,886 and $29,439, respectively, for fiscal 2013, 2012 and 2011.

Employee stock options

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 2013				Fiscal 2012				Fiscal 2011
Volatility rate			49.2	%			53.5	%			54.0	%
Average risk-free interest rate			0.9	%			1.2	%			1.5	%
Average expected life (in years)			4.4				6.3				6.3
Dividend yield			None				None				None

During fiscal 2013 the Company made changes to update the valuation assumptions to Company specific information. These changes are reflected in the table above and had no material impact on the calculation. For fiscal 2013 the expected volatility was based on the historical volatility of the ULTA Common Shares. The risk free interest rate was 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. For fiscal 2013, the expected life of options granted was derived from historical data on ULTA stock option exercises. Prior to 2013, we had limited historical data related to exercise behavior since our initial public offering on October 30, 2007. As a result, the Company elected to use the shortcut approach to determine the expected life in accordance with the SEC Staff Accounting Bulletin on share-based payments and the expected volatility was based on the historical volatility of a peer group of publicly-traded companies. Beginning in fiscal 2013, the Company introduced a forfeiture rate. Forfeitures of options are estimated at the grant date based on historical rates of the Company’s stock option activity and reduce the compensation expense recognized. 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 302 stock options during fiscal 2013. The compensation cost that has been charged against income for stock option grants was $10,214, $11,967, and $9,731 for fiscal 2013, 2012, and 2011, respectively. The weighted-average grant date fair value of options granted in fiscal 2013, 2012 and 2011 was $34.31, $46.29 and $34.81, respectively. The total fair value of stock options issued that vested during fiscal 2013, 2012 and 2011 was $10,544, $12,089 and $10,451, respectively. At February 1, 2014, there was approximately $18,074 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 $49,404, $138,291 and $86,030 in fiscal 2013, 2012 and 2011, respectively.

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A summary of the status of the Company’s stock option activity is presented in the following table (shares in thousands):

		Fiscal 2013								Fiscal 2012								Fiscal 2011
		Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price
Common Stock Options Outstanding
Beginning of year			1,807			$	41.60				3,559			$	26.46				5,036			$	16.55
Granted			302				84.50				241				89.99				621				66.58
Exercised			(705	)			31.07				(1,795	)			17.57				(1,936	)			14.28
Forfeited			(314	)			53.15				(198	)			46.28				(162	)			17.75
End of year			1,090			$	56.94				1,807			$	41.60				3,559			$	26.46
Exercisable at end of year			363			$	34.37				563			$	24.85				1,437			$	14.27
Vested and Expected to vest			1,046			$	56.47				1,807			$	41.60				3,559			$	26.46

The following table presents information related to options outstanding and options exercisable at February 1, 2014, under the Company’s stock option plans based on ranges of exercise prices (shares in thousands):

		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
$1.11 - 3.33			5				1			$	1.54				5				1			$	1.54
6.29 - 9.18			19				5				6.46				19				5				6.46
9.67 - 15.81			146				5				13.30				146				5				13.30
22.86 - 37.85			251				6				28.02				89				7				29.16
47.19 - 69.96			292				8				66.80				74				8				68.28
74.91 - 126.93			377				9				88.69				30				8				91.07
End of year			1,090				7			$	56.94				363				6			$	34.37

The aggregate intrinsic value of outstanding and exercisable options as of February 1, 2014 was $33,864 and $18,809, respectively. The last reported sale price of our common stock on the NASDAQ Global Select Market on February 1, 2014 was $85.71 per share.

Restricted stock awards

The Company issues 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 2013, 2012 and 2011 was $5,789, $1,408 and $1,874, respectively. Beginning in fiscal 2013, the Company introduced a forfeiture rate. Forfeitures of restricted stock awards are estimated at the grant date based on historical rates of the Company’s restricted stock award activity and reduce the compensation expense recognized. At February 1, 2014, unrecognized compensation cost related to restricted stock awards was $9,100. The unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately two years.

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A summary of the status of the Company’s restricted stock activity is presented in the following table (shares in thousands):

		Fiscal 2013								Fiscal 2012								Fiscal 2011
		Shares				Weighted- Average Grant Date Fair Value				Shares				Weighted- Average Grant Date Fair Value				Shares				Weighted- Average Grant Date Fair Value
Restricted Stock Outstanding
Beginning of year			62			$	81.81				22			$	55.72				128			$	24.29
Granted			141				86.07				65				90.18				15				63.38
Vested			(25	)			81.41				(5	)			66.88				(71	)			23.62
Forfeited			(16	)			75.39				(20	)			75.30				(50	)			23.52
End of year			162			$	87.54				62			$	81.81				22			$	55.72
Expected to vest			152				87.54				62			$	81.81				22			$	55.72

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
(In thousands, except per share data)		February 1, 2014				February 2, 2013				January 28, 2012
Numerator for diluted net income per share — net income		$	202,849			$	172,549			$	120,264
Denominator for basic net income per share — weighted-average common shares			63,992				63,250				61,259
Dilutive effect of stock options and non-vested stock			469				1,146				2,075
Denominator for diluted net income per share			64,461				64,396				63,334
Net income per common share:
Basic		$	3.17			$	2.73			$	1.96
Diluted		$	3.15			$	2.68			$	1.90

The denominator for diluted net income per common share for fiscal years 2013, 2012 and 2011 exclude 658, 533 and 621 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 2013, 2012 and 2011, the Company match was 100% of the first 3.0%, 3.0% and 2.5%, respectively, of eligible compensation. For fiscal years 2013, 2012 and 2011, the Company match was $3,532, $3,040 and $2,146, 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 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 $3,678 and 2,876 as of February 1, 2014 and February 2, 2013, respectively. 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 $4,294 and $2,866 as of February 1, 2014 and

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February 2, 2013, respectively. Total expense recorded under this plan is included in selling, general and administrative expenses and was insignificant during fiscal 2013 and 2012.

12. Valuation and qualifying accounts

Description		Balance at beginning of period				Charged to costs and expenses				Deductions				Balance at end of period
		(In thousands)
Fiscal 2013
Allowance for doubtful accounts		$	973			$	300			$	(358	)(a)		$	915
Shrink reserve			4,020				16,298				(10,960	)			9,358
Inventory — lower of cost or market reserve			2,364				4,522				(2,025	)			4,861
Insurance:
Workers Comp / General Liability Prepaid Asset			(2,400	)(b)			7,060				(6,477	)			(1,817	)
Employee Health Care Accrued Liability			2,232				34,422				(34,048	)			2,606
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

(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 2013 and fiscal 2012. The Company uses a 13 week (14 week in fourth quarter fiscal 2012) fiscal quarter ending on the last Saturday of the quarter.

		2013																2012
		First				Second				Third				Fourth				First				Second				Third				Fourth
(In thousands, except per share data)
Net sales		$	582,712			$	600,998			$	618,781			$	868,082			$	474,098			$	481,683			$	505,640			$	758,835
Cost of sales			378,763				388,921				387,120				574,521				303,186				314,058				320,147				499,191
Gross profit			203,949				212,077				231,661				293,561				170,912				167,625				185,493				259,644
Selling, general and administrative expenses			133,048				134,400				151,306				177,636				110,943				106,040				117,934				153,963
Pre-opening expenses			3,206				4,809				7,468				1,787				2,523				4,126				6,252				1,915
Operating income			67,695				72,868				72,887				114,138				57,446				57,459				61,307				103,766
Interest (income) expense			(24	)			(18	)			(7	)			(69	)			21				104				39				21
Income before income taxes			67,719				72,886				72,894				114,207				57,425				57,355				61,268				103,745
Income tax expense			25,893				27,975				27,464				43,525				22,557				22,357				23,117				39,213
Net income		$	41,826			$	44,911			$	45,430			$	70,682			$	34,868			$	34,998			$	38,151			$	64,532
Net income per common share:
Basic		$	0.66				0.70				0.71			$	1.10			$	0.56				0.55				0.60			$	1.01
Diluted		$	0.65				0.70				0.70			$	1.09			$	0.54				0.54				0.59			$	1.00

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. Stock repurchase program

On March 18, 2013, the Company 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. The stock repurchase program does not have an expiration date and may be suspended or discontinued at any time. During fiscal 2013, we purchased 500,500 shares of common stock for $37.3 million at an average price of $74.58.

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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		Letter Agreement dated June 20, 2013 between Ulta Salon, Cosmetics & Fragrance, Inc. and Mary N. Dillon					8-K				10.1				001-33764				12/9/2013
10.7		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

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												Incorporated by Reference
Exhibit Number		Description of document		Filed Herewith				Form				Exhibit Number				File Number				Filing Date
10.8		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
10.9		Amendment No. 2 to Amended and Restated Loan and Security Agreement dated December 6, 2013, 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				12/9/2013
10.10		Form of Retention and Severance Agreement							8-K				10.1				001-33764				3/13/2013
14.1		Code of Business Conduct							10-K				14.1				001-33764				4/3/2013
21.1		List of Subsidiaries			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

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										Incorporated by Reference
Exhibit Number		Description of document		Filed Herewith				Form		Exhibit Number		File Number		Filing Date
101.SCH		XBRL Taxonomy Extension Schema			X
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

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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 2, 2014.

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/ Mary N. Dillon Mary N. Dillon		Chief Executive Officer and Director (Principal Executive Officer)		April 2, 2014
/s/ Scott M. Settersten Scott M. Settersten		Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)		April 2, 2014
/s/ Robert F. DiRomualdo Robert F. DiRomualdo		Director		April 2, 2014
/s/ Dennis K. Eck Dennis K. Eck		Director		April 2, 2014
/s/ Catherine Halligan Catherine Halligan		Director		April 2, 2014
/s/ Charles Heilbronn Charles Heilbronn		Director		April 2, 2014
/s/ Michael R. MacDonald Michael R. MacDonald		Director		April 2, 2014
/s/ Lorna E. Nagler Lorna E. Nagler		Director		April 2, 2014
/s/ Charles J. Philippin Charles J. Philippin		Director		April 2, 2014
/s/ Kenneth T. Stevens Kenneth T. Stevens		Chairman of the Board of Directors		April 2, 2014