Item 15. Exhibits and Financial Statement Schedules

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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			49
Consolidated Balance Sheets			51
Consolidated Statements of Income			52
Consolidated Statements of Cash Flows			53
Consolidated Statements of Stockholders’ Equity			54
Notes to Consolidated Financial Statements			55
Exhibits			68

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.

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. as of January 31, 2015 and February 1, 2014, and the related consolidated statements of income, cash flows, and stockholders’ equity for each of the three years in the period ended January 31, 2015. 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 January 31, 2015 and February 1, 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2015, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ulta Salon, Cosmetics & Fragrance, Inc.’s internal control over financial reporting as of January 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2015, expressed an unqualified opinion thereon.


/s/ Ernst & Young LLP
Chicago, Illinois
April 1, 2015

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ulta Salon, Cosmetics & Fragrance, Inc.

We have audited Ulta Salon, Cosmetics & Fragrance, Inc.’s internal control over financial reporting as of January 31, 2015, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (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 Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ulta Salon, Cosmetics & Fragrance, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 31, 2015, 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 January 31, 2015 and February 1, 2014, and the related consolidated statements of income, cash flows and stockholders’ equity for each of the three years in the period ended January 31, 2015 and our report dated April 1, 2015 expressed an unqualified opinion thereon.


/s/ Ernst & Young LLP
Chicago, Illinois
April 1, 2015

Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Balance Sheets


(In thousands, except per share data)	January 31, 2015			February 1, 2014
Assets
Current assets:
Cash and cash equivalents	$	389,149		$	419,476
Short-term investments		150,209			—
Receivables, net		52,440			47,049
Merchandise inventories, net		581,229			457,933
Prepaid expenses and other current assets		66,548			55,993
Deferred income taxes		20,780			22,246

Total current assets		1,260,355			1,002,697
Property and equipment, net		717,159			595,736
Deferred compensation plan assets		5,656			4,294

Total assets	$	1,983,170		$	1,602,727


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	190,778		$	148,282
Accrued liabilities		149,412			103,180
Accrued income taxes		19,404			15,349

Total current liabilities		359,594			266,811
Deferred rent		294,127			261,630
Deferred income taxes		74,498			66,718
Other long-term liabilities		7,442			4,474

Total liabilities		735,661			599,633
Commitments and contingencies (note 4)
Stockholders’ equity:
Common stock, $.01 par value, 400,000 shares authorized; 64,762 and 64,793 shares issued; 64,184 and 64,231 shares outstanding; at January 31, 2015, and February 1, 2014, respectively		647			647
Treasury stock-common, at cost		(9,713	)		(8,125	)
Additional paid-in capital		576,982			548,194
Retained earnings		679,593			462,378

Total stockholders’ equity		1,247,509			1,003,094

Total liabilities and stockholders’ equity	$	1,983,170		$	1,602,727

See accompanying notes to financial statements.

Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Statements of Income


	Fiscal year ended
(In thousands, except per share data)	January 31, 2015			February 1, 2014			February 2, 2013
Net sales	$	3,241,369		$	2,670,573		$	2,220,256
Cost of sales		2,104,582			1,729,325			1,436,582

Gross profit		1,136,787			941,248			783,674
Selling, general and administrative expenses		712,006			596,390			488,880
Pre-opening expenses		14,366			17,270			14,816

Operating income		410,415			327,588			279,978
Interest (income) expense, net		(894	)		(118	)		185

Income before income taxes		411,309			327,706			279,793
Income tax expense		154,174			124,857			107,244

Net income	$	257,135		$	202,849		$	172,549

Net income per common share:
Basic	$	4.00		$	3.17		$	2.73
Diluted	$	3.98		$	3.15		$	2.68
Weighted average common shares outstanding:
Basic		64,335			63,992			63,250
Diluted		64,651			64,461			64,396
Dividends declared per common share	$	—		$	—		$	1.00

See accompanying notes to financial statements.

Ulta Salon, Cosmetics & Fragrance, Inc.

Consolidated Statements of Cash Flows


	Fiscal year ended
	January 31,			February 1,			February 2,
(In thousands)	2015			2014			2013
Operating activities
Net income	$	257,135		$	202,849		$	172,549
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		131,764			106,283			88,233
Deferred income taxes		9,246			3,868			8,673
Non-cash stock compensation charges		14,923			16,003			13,375
Excess tax benefits from stock-based compensation		(3,229	)		(13,378	)		(47,345	)
Loss on disposal of property and equipment		4,468			3,902			1,074
Change in operating assets and liabilities:
Receivables		(5,391	)		(5,534	)		(15,362	)
Merchandise inventories		(123,296	)		(96,808	)		(116,478	)
Prepaid expenses and other current assets		(10,555	)		(5,541)			(9,888	)
Income taxes		7,284			18,673			53,397
Accounts payable		42,496			29,396			32,444
Accrued liabilities		37,644			14,215			13,789
Deferred rent		32,497			53,627			44,540
Other assets and liabilities		1,606			170			—

Net cash provided by operating activities		396,592			327,725			239,001
Investing activities
Purchases of short-term investments		(200,209	)		—			—
Proceeds from short-term investments		50,000			—			—
Purchases of property and equipment		(249,067	)		(226,024	)		(188,578	)

Net cash used in investing activities		(399,276	)		(226,024	)		(188,578	)
Financing activities
Repurchase of common shares		(39,923	)		(37,337	)		—
Dividends paid		—			—			(62,482	)
Stock options exercised		10,639			21,890			31,530
Excess tax benefits from stock-based compensation		3,229			13,378			47,345
Purchase of treasury shares		(1,588	)		(631	)		(79	)

Net cash (used in) provided by financing activities		(27,643	)		(2,700	)		16,314

Net (decrease) increase in cash and cash equivalents		(30,327	)		99,001			66,737
Cash and cash equivalents at beginning of year		419,476			320,475			253,738

Cash and cash equivalents at end of year	$	389,149		$	419,476		$	320,475

Supplemental cash flow information
Cash paid for income taxes (net of refunds)	$	137,180		$	101,598		$	45,354
Noncash investing activities:
Change in property and equipment included in accrued liabilities	$	8,588		$	(3,161	)	$	6,803

See accompanying notes to financial statements.

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 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

Stock options exercised and other awards		290			3			—			—			10,636		—			10,639
Purchase of treasury shares		—			—			(16	)		(1,588	)		—		—			(1,588	)
Net income		—			—			—			—			—		257,135			257,135
Excess tax benefits from stock-based compensation		—			—			—			—			3,229		—			3,229
Stock compensation charge		—			—			—			—			14,923		—			14,923
Repurchase of common shares		(321	)		(3	)		—			—			—		(39,920	)		(39,923	)

Balance — January 31, 2015		64,762		$	647			(578	)	$	(9,713	)	$	576,982	$	679,593		$	1,247,509

See accompanying notes to financial statements.

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 January 31, 2015, the Company operated 774 stores in 47 states. As used in these notes and throughout this Annual Report on Form 10-K, all references to “we,” “us,” “our,” “Ulta,” “Ulta Beauty” 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 January 31, 2015 (fiscal 2014), February 1, 2014 (fiscal 2013) and February 2, 2013 (fiscal 2012) were 52, 52 and 53 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.

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the Consolidated Balance Sheets in Short-term investments (see Note 9, “Investments”).

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 $39,629 and $30,591 as of January 31, 2015 and February 1, 2014, respectively and the receivable for landlord allowances was $8,357 and $14,128 as of January 31, 2015 and February 1, 2014, respectively. The allowance for doubtful receivables totaled $1,346 and $915 as of January 31, 2015 and February 1, 2014, 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.

Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments. The Company had no outstanding debt as of January 31, 2015 and February 1, 2014.

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 purchasing 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. No significant impairments charges have been recognized in fiscal 2014, 2013 or 2012.

Customer loyalty program

In early fiscal 2014, we completed the conversion of all our loyalty members to ULTAmate Rewards, a points-based program. ULTAmate Rewards enables customers to earn points based on their purchases. Points earned by members are valid for at least one year and may be redeemed on any product we sell. Prior to this conversion, we ran both ULTAmate Rewards and our prior program, The Club at Ulta. The Club at Ulta was a certificate program offering customers reward certificates for free beauty products based on the level of purchases. 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 these loyalty programs at January 31, 2015 and February 1, 2014 was $15,032 and $7,740 respectively. The cost of these programs, which was $42,096, $27,588 and $22,044 in fiscal 2014, 2013 and 2012, 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 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 the lease term or 10 years. 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, salon service revenue and e-commerce 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 $175,533, $145,815 and $121,357 for fiscal 2014, 2013 and 2012, 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 $149,857, $95,809 and $55,086 for fiscal 2014, 2013 and 2012, 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 was $2,720 and $2,181 at January 31, 2015 and February 1, 2014, respectively, and is recorded as a decrease in selling, general and administrative expense in the statements of income. Deferred gift card revenue was $22,681 and $16,439 at January 31, 2015 and February 1, 2014, 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 $157,847, $140,774 and $118,365 for fiscal 2014, 2013 and 2012, respectively. Advertising expense as a percentage of sales was 4.9%, 5.3% and 5.3% for fiscal 2014, 2013 and 2012, respectively. Prepaid advertising costs included in prepaid expenses and other current assets were $8,899 and $6,891 as of January 31, 2015 and February 1, 2014, 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.

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 $14,923, $16,003 and $13,375 for fiscal 2014, 2013 and 2012, respectively (see Note 10, “Share-based awards”).

Insurance expense

The Company has insurance programs with third party insurers for employee health, workers compensation and general liability, among others, to limit the Company’s liability exposure. The insurance programs are premium based and include retentions, deductibles and stop loss coverage. Current stop loss coverage 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 11, “Net income per common share”).

Recent accounting pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that the Company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. This standard is effective beginning in fiscal year 2017 and

allows for either full retrospective or modified retrospective adoption. The Company is currently evaluating the application method and the impact of this new standard on its consolidated financial position, results of operations and cash flows.

3. Property and equipment

Property and equipment consist of the following:


(In thousands)	January 31, 2015			February 1, 2014
Equipment and fixtures	$	447,782		$	390,650
Leasehold improvements		431,999			376,796
Electronic equipment and software		272,937			218,979
Construction-in-progress		90,531			36,231

		1,243,249			1,022,656
Less accumulated depreciation and amortization		(526,090	)		(426,920	)

Property and equipment, net	$	717,159		$	595,736

The Company had no capitalized interest for fiscal 2014 and 2013 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 2014, 2013 and 2012. Total rent expense under operating leases was $159,245, $138,086 and $115,755 for fiscal 2014, 2013 and 2012, respectively. Future minimum lease payments under operating leases as of January 31, 2015, are as follows:


Fiscal year	Operating Leases (in thousands)
2015	$	214,479
2016		218,879
2017		207,223
2018		189,683
2019		173,111
2020 and thereafter		599,542

Total minimum lease payments	$	1,602,917

Included in the operating lease schedule above is $184,376 of minimum lease payments for stores that are expected to open in fiscal 2015.

Contractual obligations — As of January 31, 2015, the Company had obligations of $34,521 related to commitments made to a third party for products and services for future distribution centers for which a lease had been signed, advertising and other goods and service contracts entered into in the ordinary course of business. The amount relates primarily to the multi-year supply chain initiatives and payments under this commitment were $38,212 and $6,222 for fiscal 2014 and 2013, respectively.

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 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)	January 31, 2015		February 1, 2014
Accrued vendor liabilities (including accrued property and equipment costs)	$	24,705	$	15,631
Accrued customer liabilities		39,593		25,507
Accrued payroll, bonus and employee benefits		50,931		33,642
Accrued taxes, other		17,824		12,788
Other accrued liabilities		16,359		15,612

Accrued liabilities	$	149,412	$	103,180

6. Income taxes

The provision for income taxes consists of the following:


(In thousands)	Fiscal 2014		Fiscal 2013			Fiscal 2012
Current:
Federal	$	128,159	$	105,731		$	83,606
State		16,909		15,310			14,832

Total current		145,068		121,041			98,438
Deferred:
Federal		8,392		3,891			8,950
State		714		(75	)		(144	)

Total deferred		9,106		3,816			8,806

Provision for income taxes	$	154,174	$	124,857		$	107,244

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


	Fiscal 2014			Fiscal 2013			Fiscal 2012
Federal statutory rate		35.0	%		35.0	%		35.0	%
State effective rate, net of federal tax benefit		2.8	%		3.0	%		3.4	%
Other		(0.3	%)		0.1	%		(0.1	%)

Effective tax rate		37.5	%		38.1	%		38.3	%

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


(In thousands)	January 31, 2015			February 1, 2014
Deferred tax assets:
Reserves not currently deductible	$	22,380		$	24,721
Employee benefits		8,782			6,290
Credit carryforwards		338			402
Accrued liabilities		8,231			3,927
Inventory valuation		617			1,708

Total deferred tax assets		40,348			37,048
Deferred tax liabilities:
Property and equipment		44,882			44,288
Deferred rent obligation		38,409			28,529
Prepaid expenses		10,775			8,703

Total deferred tax liabilities		94,066			81,520

Net deferred tax liability	$	(53,718	)	$	(44,472	)

At January 31, 2015, the Company had $338 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 $1,414 and $795 at January 31, 2015 and February 1, 2014, respectively. The balance is the Company’s best estimate of the potential liability for uncertain tax positions. A reconciliation of the Company’s unrecognized tax benefits, excluding interest and penalties, is as follows:


(In thousands)	January 31, 2015			February 1, 2014
Balance at beginning of the period	$	795		$	—
Increase due to a current year position		670			795
Decrease due to a prior period position		(51	)		—

Balance at the end of the period	$	1,414		$	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 2014 and 2013.

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 years before 2011 and this applies to examinations by the State authorities before 2010.

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.

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 January 31, 2015 and February 1, 2014, 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 January 31, 2015, the Company held financial liabilities of $5,574 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. Investments

The Company’s short-term investments as of January 31, 2015 consist of $150,209 in certificates of deposit. These short-term investments are carried at cost, which approximates fair value and are recorded in the Consolidated Balance Sheets in Short-term investments. The contractual maturity of the Company’s investments was less than twelve months at January 31, 2015.

10. 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. As of January 31, 2015, the 2011 Plan reserves for the issuance upon grant or exercise of awards up to 4,409 shares of the Company’s common stock.

The Company recorded stock compensation expense of $14,923, $16,003 and $13,375 for fiscal 2014, 2013 and 2012, respectively. Cash received from option exercises under all share-based payment arrangements for fiscal 2014, 2013 and 2012 was $10,639, $21,890 and $31,530, respectively. The total income tax benefit recognized in the income statement for equity compensation arrangements was $3,526, $4,812 and $5,364 for fiscal 2014, 2013 and 2012, respectively. The actual tax benefit realized for the tax deductions from option exercise and restricted stock vesting of the share-based payment arrangements totaled $6,892, $18,169 and $51,886, respectively, for fiscal 2014, 2013 and 2012.

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 2014			Fiscal 2013			Fiscal 2012
Volatility rate		40.7	%		49.2	%		53.5	%
Average risk-free interest rate		1.4	%		0.9	%		1.2	%
Average expected life (in years)		3.8			4.4			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 2014 and 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 2014 and 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 371 stock options during fiscal 2014. The compensation cost that has been charged against income for stock option grants was $9,078, $10,214, and $11,967 for fiscal 2014, 2013, and 2012, respectively. The weighted-average grant date fair value of options granted in fiscal 2014, 2013 and 2012 was $32.38, $34.31 and $46.29, respectively. The total fair value of stock options issued that vested during fiscal 2014, 2013 and 2012 was $8,799, $10,544 and $12,089, respectively. At January 31, 2015, there was approximately $16,628 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 $15,032, $49,404 and $138,291 in fiscal 2014, 2013 and 2012, respectively.

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


	Fiscal 2014					Fiscal 2013					Fiscal 2012
	Shares			Weighted- average exercise price		Shares			Weighted- average exercise price		Shares			Weighted- average exercise price
Common stock options outstanding
Beginning of year		1,090		$	56.94		1,807		$	41.60		3,559		$	26.46
Granted		371			99.40		302			84.50		241			89.99
Exercised		(238	)		44.79		(705	)		31.07		(1,795	)		17.57
Forfeited		(150	)		72.57		(314	)		53.15		(198	)		46.28

End of year		1,073		$	72.12		1,090		$	56.94		1,807		$	41.60

Exercisable at end of year		440		$	43.98		363		$	34.37		563		$	24.85

Vested and Expected to vest		1,028		$	71.28		1,046		$	56.47		1,807		$	41.60

The following table presents information related to options outstanding and options exercisable at January 31, 2015, 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 - 15.81		132		4	$	12.20		132		4	$	12.20
22.86 - 37.85		128		6		28.17		128		6		28.17
47.19 - 69.96		184		7		66.74		97		7		67.96
74.91 - 89.79		181		8		80.97		44		8		82.29
91.12 - 99.66		373		9		97.54		30		8		96.52
101.35 - 127.15		75		9		118.08		9		9		116.98

End of year		1,073		7	$	72.12		440		6	$	43.98

The aggregate intrinsic value of outstanding and exercisable options as of January 31, 2015 was $64,167 and $38,669, respectively. The last reported sale price of our common stock on the NASDAQ Global Select Market on January 31, 2015 was $131.94 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 2014, 2013 and 2012 was $5,845, $5,789 and $1,408, 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 January 31, 2015, unrecognized compensation cost related to restricted stock awards was $7,770. The unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately two years.

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


	Fiscal 2014					Fiscal 2013					Fiscal 2012
	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		162		$	87.54		62		$	81.81		22		$	55.72
Granted		71			97.73		141			86.07		65			90.18
Vested		(52	)		91.91		(25	)		81.41		(5	)		66.88
Forfeited		(30	)		82.91		(16	)		75.39		(20	)		75.30

End of year		151		$	91.74		162		$	87.54		62		$	81.81

Expected to vest		140		$	91.74		152		$	87.54		62		$	81.81

11. Net income per common share

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


	Fiscal year ended
(In thousands, except per share data)	January 31, 2015		February 1, 2014		February 2, 2013
Numerator for diluted net income per share — net income	$	257,135	$	202,849	$	172,549
Denominator for basic net income per share — weighted-average common shares		64,335		63,992		63,250
Dilutive effect of stock options and non-vested stock		316		469		1,146

Denominator for diluted net income per share		64,651		64,461		64,396
Net income per common share:
Basic	$	4.00	$	3.17	$	2.73
Diluted	$	3.98	$	3.15	$	2.68

The denominator for diluted net income per common share for fiscal years 2014, 2013 and 2012 exclude 686, 658 and 533 employee options, respectively, due to their anti-dilutive effects.

12. 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 2014, 2013 and 2012, the Company match was 100% of the first 3.0% of eligible compensation. As of January 31, 2015 and February 1, 2014, the liability for the Company match was $4,104 and $3,532, respectively.

The Company also has a non-qualified deferred compensation plan for highly compensated employees whose contributions are limited under qualified defined contribution plans. The plan is funded through employee contributions and, beginning in 2014, a Company match. In fiscal 2014, the Company match was 100% of the

first 3.0% of salary. For fiscal year 2014, the liability for the Company match was $465. 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 $5,574 and $3,678 as of January 31, 2015 and February 1, 2014, 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 $5,656 and $4,294 as of January 31, 2015 and February 1, 2014, respectively. Total expense recorded under this plan is included in selling, general and administrative expenses and was insignificant during fiscal 2014 and 2013.

13. Valuation and qualifying accounts


Description	Balance at beginning of period			Charged to costs and expenses		Deductions			Balance at end of period
	(In thousands)
Fiscal 2014
Allowance for doubtful accounts	$	915		$	874	$	(443	)(a)	$	1,346
Shrink reserve		9,358			22,374		(20,134	)		11,598
Inventory — lower of cost or market reserve		4,861			4,368		(3,976	)		5,253
Insurance:
Workers Comp / General Liability Prepaid Asset		(1,817	)(b)		6,899		(6,871	)		(1,789	)
Employee Health Care Accrued Liability		2,606			41,335		(41,506	)		2,435
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

(a)	Represents write-off of uncollectible accounts

(b)	Represents prepaid insurance

14. Selected quarterly financial data (unaudited)

The following tables set forth the Company’s unaudited quarterly results of operations for each of the quarters in fiscal 2014 and fiscal 2013. The Company’s quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31 and January 31.


	2014												2013
	First			Second			Third			Fourth			First			Second			Third			Fourth
(In thousands, except per share data)
Net sales	$	713,770		$	734,236		$	745,722		$	1,047,641		$	582,712		$	600,998		$	618,781		$	868,082
Cost of sales		467,817			474,894			463,967			697,904			378,763			388,921			387,120			574,521

Gross profit		245,953			259,342			281,755			349,737			203,949			212,077			231,661			293,561
Selling, general and administrative expenses		162,443			157,768			181,093			210,702			133,048			134,400			151,306			177,636
Pre-opening expenses		2,629			3,595			6,574			1,568			3,206			4,809			7,468			1,787

Operating income		80,881			97,979			94,088			137,467			67,695			72,868			72,887			114,138
Interest income, net		(200	)		(209	)		(254	)		(231	)		(24	)		(18	)		(7	)		(69	)

Income before income taxes		81,081			98,188			94,342			137,698			67,719			72,886			72,894			114,207
Income tax expense		31,128			37,394			35,218			50,434			25,893			27,975			27,464			43,525

Net income	$	49,953		$	60,794		$	59,124		$	87,264		$	41,826		$	44,911		$	45,430		$	70,682

Net income per common share:
Basic	$	0.78		$	0.94		$	0.92		$	1.36		$	0.66		$	0.70		$	0.71		$	1.10
Diluted	$	0.77		$	0.94		$	0.91		$	1.35		$	0.65		$	0.70		$	0.70		$	1.09

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.

15. Stock repurchase program

On March 18, 2013, the Company announced that our Board of Directors had authorized a share repurchase program (the 2013 Share Repurchase Program) pursuant to which the Company could repurchase up to $150,000 of the Company’s common stock. Repurchases pursuant to the terms of the 2013 Share Repurchase Program were made from time to time in the open market, in privately negotiated transactions or otherwise, at prices the Company deemed appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company’s sole discretion. The 2013 Share Repurchase Program did not have an expiration date, but provided for suspension or discontinuation at any time.

On September 11, 2014, the Company announced that our Board of Directors authorized a new share repurchase program (the 2014 Share Repurchase Program) pursuant to which the Company may repurchase up to $300,000 of the Company’s common stock. The 2014 Share Repurchase Program authorization revokes the previously authorized but unused amounts of $112,664 from the 2013 Share Repurchase Program. The 2014 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

During fiscal year 2013, we purchased 501 shares of common stock for $37,337 at an average price of $74.58 from the 2013 Share Repurchase Program. During fiscal 2014, we purchased 321 shares of common stock for $39,923 at an average price of $124.31 from the 2014 Share Repurchase Program.

16. Subsequent event

On March 12, 2015, the Company announced that our Board of Directors authorized an increase of $100 million to the 2014 Share Repurchase Program effective March 17, 2015.

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


				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				10-K		21.1		001-33764		4/2/2014

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


				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

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 1, 2015.


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 1, 2015

/s/ Scott M. Settersten Scott M. Settersten	Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer)	April 1, 2015

/s/ Michelle L. Collins Michelle L. Collins	Director	April 1, 2015

/s/ Robert F. DiRomualdo Robert F. DiRomualdo	Director	April 1, 2015

/s/ Dennis K. Eck Dennis K. Eck	Director	April 1, 2015

/s/ Catherine Halligan Catherine Halligan	Director	April 1, 2015

/s/ Charles Heilbronn Charles Heilbronn	Director	April 1, 2015

/s/ Michael R. MacDonald Michael R. MacDonald	Director	April 1, 2015

/s/ Lorna E. Nagler Lorna E. Nagler	Director	April 1, 2015

/s/ Charles J. Philippin Charles J. Philippin	Chairman of the Board of Directors	April 1, 2015

/s/ Vanessa A. Wittman Vanessa A. Wittman	Director	April 1, 2015

Previous: Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules

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