Ulta Beauty (ULTA) 10-K risk factor changes: FY2021 vs FY2020

We may not be able to sustain our growth plans and successfully implement our long-range [removed: strategic] [added: strategic, operational] and financial plans, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Our continued and future growth largely depends on our ability to implement our long-range [removed: strategic] [added: strategic, operational] and financial plans and successfully open and operate new stores on a profitable basis.

There can be no assurance that we will be successful in implementing our growth [removed: plans or] [added: plans,] long-range strategic [removed: imperatives,] [added: imperatives and/or operational excellence priorities,] including [removed: our Efficiencies for Growth cost optimization program,] [added: continuous improvement, Project SOAR (our replacement enterprise resource planning platform)] and [added: supply chain optimization, and] our failure to do so could have a material adverse effect on our business, financial condition, profitability, and cash flows.

| | ● | hurricanes, tornadoes, wildfires, earthquakes, mudslides, other natural disasters, [removed: and] epidemics or [removed: pandemics.] [added: pandemics, and geo-political events.] |

Any significant interruption in the operation of our supply chain infrastructure, such as disruptions in our information systems, disruptions in operations due to fire, natural disasters, or other catastrophic [removed: events (such as COVID-19),] [added: events,] labor disagreements, [added: inventory availability,] or shipping and transportation problems, could drastically reduce our ability to [removed: receive and process orders and provide products and services to our stores and guests, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.]

In addition, shipping and transportation costs represent a component of our cost structure and an increase in shipping and transportation [removed: costs] [added: costs, including as a result of inflationary pressures,] could have a material adverse effect on our business, financial condition, profitability, and cash flows.

For example, if our e-commerce platform successfully grows, it may do so in part by attracting existing guests, rather than new guests, who choose to purchase products from us online or through our [added: mobile applications rather than from our physical stores, thereby reducing the financial performance of our stores.]

Any event causing a sudden disruption of manufacturing or imports from such foreign countries, including the imposition of additional import restrictions, [added: geo-political events,] unanticipated political changes, increased customs duties, [added: and] legal or economic restrictions on overseas suppliers’ ability to produce and deliver products, [removed: and natural disasters,] could [added: result in substantial disruptions in our supply chain (including inventory availability) and] materially harm our operations.

The capacity of our distribution and order fulfillment infrastructure and the performance of our distribution centers and fast fulfillment centers may not be adequate to support our [removed: historical growth and] expected future growth plans, which could prevent the successful implementation of these plans or cause us to incur excess costs to expand this infrastructure, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We currently operate four distribution centers, which house the distribution operations for Ulta Beauty retail stores together with the order fulfillment operations of our e-commerce platform, and two fast fulfillment centers (e-commerce [added: only).]

To support our [removed: historical and] expected future growth and to maintain the efficient operation of our business, it is likely additional distribution [removed: centers or fast fulfillment centers] [added: facilities] will be added in the future.

During fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019,] [added: 2020,] merchandise supplied to Ulta Beauty by our top ten brand partners accounted for approximately [removed: 56%] [added: 54%] and [removed: 61%] [added: 56%] of our net sales, respectively.

For example, we maintain Facebook, Twitter, Instagram, [added: TikTok,] and Pinterest accounts.

If we fail to retain our existing senior management team or attract qualified new [removed: personnel,] [added: personnel at all levels,] such failure could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We will need to attract, motivate, and retain additional qualified executive, managerial, and merchandising [added: personnel and store and distribution center associates.]

Competition for this type of personnel is intense, [added: especially in light of the labor pressures resulting from the COVID-19 pandemic,] and we may not be successful in attracting, assimilating, and retaining the personnel required to grow and operate our business profitably.

[removed: Economic, Market and Other External RisksThe] [added: The] COVID-19 pandemic has had, and will continue to have, a negative impact on our business, financial condition, profitability, cash flows and supply chain, as well as consumer spending.

[removed: Federal, state] [added: The COVID-19 pandemic resulted in federal, state,] and local governments [removed: have since implemented] [added: implementing] numerous measures to try to contain the virus, such as travel restrictions, border closings, restrictions on public gatherings, quarantining of people who may have been exposed to the virus, shelter-in-place restrictions, and limitations or shutdowns of business operations.

In response to government recommendations and for the health and safety of our associates (i.e., employees) and guests, on March 19, 2020 we temporarily closed all stores across the U.S. As a result of this decision, we experienced a significant reduction in customer traffic and demand which resulted in our sales and results of operations being negatively [removed: impacted.][added: impacted in fiscal 2020.]

While we have reopened all [removed: stores,] [added: stores and resumed most of our in-store services,] the potential temporary reclosing of certain stores in the future is possible.

COVID-19 could also negatively impact our future results of operations by [removed: continuing to weaken] [added: weakening] demand for our products and services and/or by disrupting our supply chain.

The COVID-19 pandemic has had, and [removed: will] [added: could] continue to have, a negative impact on our business, financial condition, profitability, cash flows and supply chain, although the full extent is still uncertain.

As the pandemic continues to [removed: evolve,] [added: evolve and new variants continue to emerge,] the extent of the impact on our business, financial condition, profitability, cash flows and supply chain will depend on future developments, including, but not limited to, the potential temporary reclosing of certain of our stores, the potential temporary restrictions on certain of our stores operating hours and/or in store capacity, the duration of potential future quarantines, shelter-in-place and other travel restrictions within U.S. and other affected countries, the [added: continued] duration of the [removed: pandemic (including any continuing relapses), the] [added: pandemic, government] actions to contain the virus and/or treat its impact, the duration, timing and severity of the impact on consumer spending, and how quickly and to what extent normal economic and operating conditions can resume, all of which are [removed: highly] [added: still] uncertain and cannot be predicted.

Epidemics, pandemics, or other public health crises, natural disasters, such as hurricanes, tornados, wildfires, earthquakes, and mudslides, as well as acts of violence or terrorism, have resulted in the temporary closure of our stores and, in the future, could also result in physical damage to our properties, the temporary reclosing of our stores, the temporary closing of our distribution centers and fast fulfillment centers, the temporary lack of an adequate work force, [added: the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods both to and from our distribution centers and fast fulfillment centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores and/or the temporary reduction in visits to stores by customers.]

Accordingly, if one or more epidemics, pandemics, natural disasters, and/or acts of violence or terrorism were to occur (as it is with the [added: continuing] COVID-19 pandemic), it has and could continue to have a material adverse effect on our business, financial condition, profitability, and cash flows or may require us to incur increased costs.

[removed: The] [added: Economic, Market and Other External RisksThe] health of the economy [removed: in the channels we serve] may affect consumer purchases of discretionary items such as beauty products and salon services, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Factors that could affect consumers’ willingness to make such discretionary purchases include: general business conditions, [added: inflationary pressures,] levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions, and risks related to epidemics or pandemics like [removed: COVID-19.][added: COVID-19 and geo-political events.]

In the event of a prolonged [added: period of inflation, a prolonged] economic downturn or [added: an] acute recession, consumer spending habits could be adversely affected, and we could experience lower than expected net sales.

Additionally, volatility and disruption to the capital and credit markets may have a significant, adverse impact on global economic conditions, resulting in [added: inflationary or] recessionary pressures and declines in consumer confidence and economic growth, which, in turn, may lead to declines in consumer spending.

[added: As a] consequence of most of our stores being located in such shopping areas, our sales are derived, in part, from the volume of traffic generated by the other destination retailers and the anchor stores in power centers where our stores are located.

[removed: We may respond by increasing markdowns, initiating marketing] promotions, or transferring product to other stores to reduce excess inventory, which would further decrease our gross profits and net income.

The raw materials used to build and remodel our stores are subject to availability constraints and price volatility caused by weather, supply conditions, government regulations, general economic conditions, [added: inflationary pressures] and other unpredictable factors.

[removed: Regulatory, Legal] [added: Information Security, Cybersecurity, Data Privacy, Regulatory] and [removed: Cybersecurity] [added: Legal] Risks

Cybersecurity [added: or information security] breaches and other disruptions could compromise our information, result in the unauthorized disclosure of confidential guest, employee, Company and/or business partners’ information, damage our reputation, and expose us to liability, which could negatively impact our business.

Despite the security measures we have in place and continual vigilance in regard to the protection of sensitive information, our systems and those of our third-party service providers may be vulnerable to security breaches, [added: denial-of-service] attacks [removed: by hackers,] [added: , break-ins, phishing attacks, social engineering,] acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events.

Furthermore, we allow certain of our employees to work [removed: from home as a result of the COVID-19 pandemic,] [added: remotely,] as certain of our third-party service providers also allow, and this remote working environment may increase cybersecurity related risks.

We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology [added: systems, successfully upgrade our information technology] systems or any material disruption of our information systems could negatively impact financial results and materially adversely affect our business operations, particularly during the holiday season.

We are [removed: increasingly] dependent on a variety of information systems, including management, supply chain and financial information, and various other processes and transactions, to effectively manage our business.

We also plan to expand and upgrade our information systems [added: (including replacing our enterprise resource planning platform through Project SOAR)] to support historical and expected future growth.

The failure of [added: these projects, the failure of] our information systems to perform as designed or breaches of security could have an adverse effect on our business and results of our operations.

receive and process orders and provide products and services to our stores and guests, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

In addition, fluctuations in the cost of labor, including as a result of inflationary pressures on wages, could negatively impact our profitability and cash flows.

The pandemic and its various impacts have also changed consumer behavior and consumption of beauty products due to the closures of offices, retail stores and other businesses and the significant decline in social gatherings.

We may respond by increasing markdowns, initiating marketing

Climate change might adversely impact our business operations and/or our supply chain.

Scientific consensus shows that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe.

Climatologists predict these changes will result in the increased frequency of extreme weather events and natural disasters which could disrupt our business operations or those of our suppliers.

These weather events could also lead to an increased rate of temporary store closures and reduced customer traffic at our stores.

Any such new requirements could increase our operating costs for things like energy or packaging, as well as our product supply chain and distribution costs.

Concern about climate change might cause consumer preferences to change, including moving away from products or ingredients considered to have high climate change impact and towards products that are more sustainably made, and we expect to incur additional costs in connection with our ESG and sustainability initiatives.

​

Failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations may subject us to negative financial consequences, including civil or criminal penalties, and harm our brand and reputation.

​

Complex local, state and national laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data.

These privacy and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently (such as those enacted by California and certain other states) and existing laws and regulations subject to new or different interpretations and enforcement.

Complying with these laws and regulations may cause us to incur substantial costs, require changes to our business practices and limit our ability to obtain data used to provide a differentiated guest experience.

In addition, our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to

personal data, or to protect personal data from unauthorized access, use or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages by guests and other affected individuals, fines and/or damage to our brand and reputation, any of which could adversely affect our business, financial condition, profitability, and cash flows.

These events could interrupt the marketing and sale of our Ulta Beauty products, severely damage our brand reputation and image in the marketplace, increase the cost of our products, cause us

If we are unable to protect our intellectual property rights, our brand and reputation could be harmed, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

In addition, we license certain of our trademarks to some of our business partners.

While we enter into comprehensive agreements with our business partners covering, among other things, use of our brand name, the value of our brand and our reputation could be impaired to the extent that our business partners do not operate their businesses, including their stores or websites, in a manner consistent with our requirements regarding our brand identities and customer experience standards.

Failure to protect the value of our brands, or any other harmful acts or omissions by a business partner, could have an adverse effect on our business, financial condition, profitability, cash flows and reputation.

| --- | --- | --- |

| | ● | levels of pre-opening expenses associated with new stores; |

mobile applications rather than from our physical stores, thereby reducing the financial performance of our stores.

only).

personnel and store associates.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

The COVID-19 pandemic has significantly increased economic and demand uncertainty and has caused an economic slowdown that may continue.

The pandemic has also led to disruption and volatility in the global capital markets, which may adversely affect our and our suppliers’ liquidity.

the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods both to and from our distribution centers and fast fulfillment centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores and/or the temporary reduction in visits to stores by customers.

As a

Even if we

Our reputation could be damaged if

discontinuance of sales of our products or of certain salon services or prevent us from achieving or maintaining market acceptance of the affected products and services.

We developed a unique specialty retail concept that offers a broad range of brands and price points, [removed: a compelling value proposition,] [added: select beauty services,] and a convenient and welcoming shopping environment.

We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty [removed: category] [added: category, uses beauty for self-expression, experimentation] and [added: self-investment, and] has high expectations for the shopping experience.

We estimate that [added: female] beauty enthusiasts represent approximately [removed: 57%] [added: 60%] of shoppers and [removed: 77%] [added: 75%] of spend in the U.S. beauty category.

[removed: We] [added: Today, we] are the largest beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products, and salon services.

Over the long term, our growth strategy is to increase total net sales through [removed: increases in] [added: growing] our comparable sales, [added: expanding omnichannel capabilities, and] opening new [removed: stores, and increasing omnichannel capabilities.][added: stores.]

Long-term operating profit is expected to increase as a result of our [removed: ability] [added: efforts] to [added: optimize our real estate portfolio,] expand merchandise margin and leverage our fixed store costs with comparable sales increases and operating [removed: efficiencies] [added: efficiencies, partially] offset by incremental investments in people, systems, and supply chain required to support a 1,500 to 1,700 store chain in the U.S. with successful e-commerce and competitive omnichannel capabilities.

[removed: We have been and continue] [added: During fiscal 2021, we continued] to closely monitor the impact of [removed: the] COVID-19 [removed: outbreak] on all facets of our [removed: business.]

[removed: Our] [added: As previously discussed, our] results of operations for [removed: the] fiscal [removed: year ended January 30, 2021] [added: 2020] were significantly impacted by the effects of the COVID-19 pandemic.

[removed: Sales are expected to be challenged as events continue to change, and we are unable to accurately predict] [added: The extent of] the [removed: future] impact [removed: that] [added: of] the [removed: COVID-19] pandemic [removed: will have] on our [added: business and financial] results [removed: of operations due to uncertainties] [added: will depend on future developments,] including, but not limited to, the potential temporary reclosing of certain [removed: of our] stores, the potential temporary restrictions on certain store operating hours and/or in-store capacity, the duration of potential future quarantines, shelter-in-place and other travel restrictions within the U.S. and other affected countries, [added: supply chain disruptions, increased freight costs and higher wholesale costs,] the [added: continued] duration of the pandemic and any [removed: more dangerous] variants of the virus, the duration, timing and severity of the impact on consumer spending, the timing and effectiveness of vaccine distribution, [added: vaccination rates,] and how quickly and to what extent normal economic and operating conditions can resume.

[removed: In addition,] [added: However,] the COVID-19 pandemic and its various impacts have changed consumer behavior and consumption of beauty products due to the closures of offices, retail stores and other businesses and the significant decline in [added: travel, entertainment and] social gatherings.

We [removed: expect the beauty category will return to growth as consumers recover from the impacts of COVID-19, and we] remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains over the long term.

Company coupons and other incentives are recorded as a [added: reduction of net sales.]

Other revenue sources include the private label and co-branded credit card [removed: programs,] [added: programs and royalties derived from the partnership with Target,] as well as deferred revenue related to the loyalty program and gift card breakage.

[removed: Comparable sales] include retail sales and salon services (including stores temporarily closed due to COVID-19), and e-commerce.

Changes in our merchandise [added: or channel] mix may also have an impact on cost of sales.

Interest [removed: expense (income),] [added: expense,] net includes both interest [removed: income] [added: expense] and [removed: expense.][added: income.]

The Company’s fiscal years ended January [added: 29, 2022 (fiscal 2021), January] 30, 2021 (fiscal 2020), [added: and] February 1, 2020 (fiscal [removed: 2019), and February 2, 2019 (fiscal 2018)] [added: 2019)] were all 52-week years.

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 1,264] [added: 1,308] stores across 50 states.

| ​ | ​ | January [removed: 30,] [added: 29,] | | ​ | [removed: February 1,] [added: January 30,] | | ​ | February [removed: 2,] [added: 1,] | |

| (Dollars in thousands) | ​ | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | |

| Net sales | ​ | $ | [removed: 6,151,953] [added: 8,630,889] | ​ | $ | [removed: 7,398,068] [added: 6,151,953] | ​ | $ | [removed: 6,716,615] [added: 7,398,068] |

| Cost of sales | ​ | ​ | [removed: 4,202,794] [added: 5,262,335] | ​ | ​ | [removed: 4,717,004] [added: 4,202,794] | ​ | ​ | [removed: 4,307,304] [added: 4,717,004] |

| Gross profit | ​ | ​ | [removed: 1,949,159] [added: 3,368,554] | ​ | ​ | [removed: 2,681,064] [added: 1,949,159] | ​ | ​ | [removed: 2,409,311] [added: 2,681,064] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 1,583,017] [added: 2,061,545] | ​ | ​ | [removed: 1,760,716] [added: 1,583,017] | ​ | ​ | [removed: 1,535,464] [added: 1,760,716] |

| Impairment, restructuring and other costs | ​ | ​ | [removed: 114,322] [added: —] | ​ | ​ | [removed: —] [added: 114,322] | ​ | ​ | — |

| Pre-opening expenses | ​ | ​ | [removed: 15,000] [added: 9,517] | ​ | ​ | [removed: 19,254] [added: 15,000] | ​ | ​ | [removed: 19,767] [added: 19,254] |

| Operating income | ​ | ​ | [removed: 236,820] [added: 1,297,492] | ​ | ​ | [removed: 901,094] [added: 236,820] | ​ | ​ | [removed: 854,080] [added: 901,094] |

| Interest expense (income), net | ​ | ​ | [removed: 5,735] [added: 1,663] | ​ | ​ | [removed: (5,056)] [added: 5,735] | ​ | ​ | [removed: (5,061)] [added: (5,056)] |

| Income before income taxes | ​ | ​ | [removed: 231,085] [added: 1,295,829] | ​ | ​ | [removed: 906,150] [added: 231,085] | ​ | ​ | [removed: 859,141] [added: 906,150] |

| Income tax expense | ​ | ​ | [removed: 55,250] [added: 309,992] | ​ | ​ | [removed: 200,205] [added: 55,250] | ​ | ​ | [removed: 200,582] [added: 200,205] |

| Net income | ​ | $ | [removed: 175,835] [added: 985,837] | ​ | $ | [removed: 705,945] [added: 175,835] | ​ | $ | [removed: 658,559] [added: 705,945] |

| Number of stores end of year | ​ | ​ | [removed: 1,264] [added: 1,308] | ​ | ​ | [removed: 1,254] [added: 1,264] | ​ | ​ | [removed: 1174] [added: 1254] |

| Comparable sales | ​ | ​ | [removed: (17.9)%] [added: 37.9%] | ​ | ​ | [removed: 5.0%] [added: (17.9)%] | ​ | ​ | [removed: 8.1%] [added: 5.0%] |

| (Percentage of net sales) | ​ | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | |

| Cost of sales | ​ | ​ | [removed: 68.3%] [added: 61.0%] | ​ | ​ | [removed: 63.8%] [added: 68.3%] | ​ | ​ | [removed: 64.1%] [added: 63.8%] |

| Gross profit | ​ | ​ | [removed: 31.7%] [added: 39.0%] | ​ | ​ | [removed: 36.2%] [added: 31.7%] | ​ | ​ | [removed: 35.9%] [added: 36.2%] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 25.7%] [added: 23.9%] | ​ | ​ | [removed: 23.8%] [added: 25.7%] | ​ | ​ | [removed: 22.9%] [added: 23.8%] |

| Impairment, restructuring and other costs | ​ | ​ | [removed: 1.9%] [added: 0.0%] | ​ | ​ | [removed: 0.0%] [added: 1.9%] | ​ | ​ | 0.0% |

| Pre-opening expenses | ​ | ​ | [removed: 0.2%] [added: 0.1%] | ​ | ​ | [removed: 0.3%] [added: 0.2%] | ​ | ​ | 0.3% |

| Operating income | ​ | ​ | [removed: 3.9%] [added: 15.0%] | ​ | ​ | [removed: 12.1%] [added: 3.9%] | ​ | ​ | [removed: 12.7%] [added: 12.1%] |

Key aspects of our business include: a differentiated assortment of more than 25,000 beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in more than 1,300 stores predominantly located in convenient, high-traffic locations; engaging digital experiences delivered through our website, ulta.com, and our mobile applications; our best-in-class loyalty program that enables members to earn points for every dollar spent on products and beauty services and provides us with deep, proprietary customer insights; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities: 1) drive breakthrough and disruptive growth through an expanded definition of All Things Beauty, 2) evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World, 3) expand and deepen our presence across the beauty journey, solidifying Ulta Beauty at the Heart of the Beauty Community, 4) drive operational excellence and optimization, 5) protect and cultivate our world-class culture and talent, and 6) expand our environmental and social impact.

We believe that the attractive and growing U.S. beauty products and salon services industry, the expanding definition of beauty and role that omnichannel capabilities play in consumers’ lives, coupled with Ulta Beauty’s competitive strengths, position us to capture additional market share in the industry.

Current Trends

Impact of COVID-19

business.

As we navigated the impact of the pandemic, we proactively took steps to optimize our cost structure, while also investing in new capabilities to support future growth.

During fiscal 2021, we experienced an increase in sales driven primarily by the favorable impact from stronger consumer confidence, government stimulus payments, and the easing of COVID-19 restrictions.

While operations during fiscal 2021 did not appear to be as negatively impacted, the continuing COVID-19 pandemic could have additional negative impacts in the future.

Industry trends

The overall beauty market declined in 2020 but stabilized in 2021, as consumers began to recover from the impacts of COVID-19.

We provide refunds for merchandise returns within 60 days from the original purchase date.

Comparable sales

Net sales increased $2.5 billion, or 40.3%, to $8.6 billion in fiscal 2021 compared to $6.2 billion in fiscal 2020.

The net sales increase was primarily due to the favorable impact from stronger consumer confidence, government stimulus payments, and the easing of COVID-19 restrictions, and an increase of $15.1 million in other revenue.

The total comparable sales increase of 37.9% in fiscal 2021, compared to a decrease of 17.9% in fiscal 2020, was driven by a 30.0% increase in transactions and a 6.0% increase in average ticket.

Gross profit increased $1.4 billion, or 72.8%, to $3.4 billion in fiscal 2021, compared to $1.9 billion in fiscal 2020.

| | ● | 190 basis points of improvements in merchandise margins driven by lower promotional activity and cost optimization efforts; |

| | ● | 140 basis points of leverage due to favorable channel mix shifts; and |

| | ● | 100 basis points of leverage in salon expenses attributed to the impact of higher sales. |

Selling, general and administrative (SG&A) expenses increased $0.5 billion, or 30.2%, to $2.1 billion in fiscal 2021 compared to $1.6 billion in fiscal 2020.

| | ● | 180 basis points of leverage of corporate overhead due to higher sales; |

| | ● | 90 basis points of leverage of store payroll and benefits due to higher sales; and |

| | ● | 80 basis points of deleverage due to less employee retention credits received under the Coronavirus Aid, Relief and Economic Security Act (CARES Act); and |

| | ● | 60 basis points of deleverage due to higher incentive compensation. |

There were no impairment, restructuring and other costs recognized in fiscal 2021 compared to $114.3 million for fiscal 2020, which consisted of $41.9 million due to the impairment of tangible long-lived assets and operating lease assets associated with certain retail stores, $29.1 million related to the suspension of the planned expansion to Canada, $27.5 million related to the permanent closure of 19 stores, and $15.8 million of severance charges.

Pre-opening expenses decreased $5.5 million, or 36.6%, to $9.5 million in fiscal 2021 compared to $15.0 million in fiscal 2020 due to current year real estate activity and stores expected to open in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021.

Interest expense, net was $1.7 million in fiscal 2021 compared to $5.7 million of interest expense, net in fiscal 2020.

Interest income results from short-term investments.

The higher income tax expense is primarily due to higher operating income compared to fiscal 2020.

Net income increased $810.0 million to $985.8 million in fiscal 2021 compared to $175.8 million in fiscal 2020.

Impairment, restructuring and other costs

and $15.8 million of severance charges.

Interest income results from short-term investments.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for lease expenses, inventory, labor, distribution, advertising and marketing, and tax liabilities) as well as periodic spend for capital expenditures, investments, and share repurchases.

Long-term cash requirements primarily relate to funding lease expenses and other purchase commitments.

We generally fund short-term and long-term cash requirements with cash from operating activities.

We believe our primary sources of liquidity will satisfy our cash requirements over both the short-term (the next twelve months) and long-term.

The following table summarizes contractual cash requirements as of January 29, 2022:

| Operating lease obligations (1) | ​ | $ | 2,130,097 | ​ | $ | 332,651 | ​ | $ | 681,117 | ​ | $ | 554,022 | ​ | $ | 562,307 |

We provide unmatched product breadth, value, and convenience in a distinctive specialty retail environment.

Key aspects of our business include: our ability to offer our guests a unique combination of more than 25,000 beauty products from across the categories of prestige and mass cosmetics, fragrance, haircare, prestige and mass skincare, bath and body products, and salon styling tools, as well as a full-service salon in every store featuring hair, skin, and brow services; our focus on delivering a compelling value proposition to our guests across all of our product categories; and convenience, as our stores are predominantly located in convenient, high-traffic locations such as power centers.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities: 1) build omnichannel operations that more deeply connects guests across channels, 2) reimagine how guests experience and discover beauty, 3) drive market share growth through the deployment of winning category strategies, 4) deepen Ulta Beauty love and loyalty, 5) drive holistic cost optimization, and 6) develop our talent and strengthen our culture.

We believe that the expanding U.S. beauty products and salon services

industry, the shift in distribution channel of prestige beauty products from department stores to specialty retail stores, coupled with Ulta Beauty’s competitive strengths, position us to capture additional market share in the industry.

COVID-19 response

We have taken decisive actions to protect the safety of our associates and guests and to manage the business throughout the fluid and challenging environment resulting from the COVID-19 pandemic.

In late 2019, COVID-19 was detected in Wuhan, China and other jurisdictions, prompting the Chinese government to quarantine certain affected regions and impose both internal and external travel restrictions within the country.

The virus has since spread to every other part of the world, including the U.S., and in March 2020, the World Health Organization declared COVID-19 a global pandemic.

Federal, state, and local governments have since implemented various restrictions, including travel restrictions, border closings, restrictions on public gatherings, quarantining of people who may have been exposed to the virus, shelter-in-place restrictions and limitations on business operations.

In response to government recommendations and for the health and safety of our associates and guests, on March 19, 2020 we temporarily closed all stores across the U.S., while continuing to support our essential e-commerce operations.

Effective April 19, 2020, we temporarily furloughed many of our store and salon associates.

In April 2020, we introduced curbside pickup, and in May 2020, we began reopening stores.

Throughout the second quarter, stores were reopened on a phased timeline, by taking a thoughtful, measured approach based on a variety of criteria, including state and local guidelines and the adoption of our new Shop Safe Standards.

As of July 20, 2020, we completed our phased reopening process.

By October 31, 2020, salon and brow services had resumed in almost all stores.

Due to COVID-19 restrictions, we have not resumed skin and makeup services but we have plans to resume skin and makeup services as soon as it is safe to do so.

Comparable sales decreased 17.9% for the fiscal year ended January 30, 2021 as a result of the COVID-19 pandemic, but the multi-year, strategic investments we have made to enhance our omnichannel and supply chain capabilities, combined with the ongoing commitment of our distribution associates, have enabled us to support increased e-commerce demand and strong guest engagement.

In addition to decreases in net revenue, our overall profitability also decreased as compared to the prior year.

These developments have further required us to recognize certain long-lived asset impairment charges and restructuring charges.

Further, in connection with the Coronavirus Aid,

Relief, and Economic Security (CARES) Act, we recognized payroll subsidies as a reduction of selling, general and administrative expenses in the consolidated statement of operations.

As we navigated these unprecedented circumstances, we continued to focus on our financial flexibility, including drawing down $800.0 million under our $1.0 billion revolving credit facility on March 18, 2020, which was repaid in full on September 2, 2020.

In addition, we took the following steps to preserve financial liquidity:

| | ● | limited new hires and delayed merit increases for all corporate, store, and salon associates; |

| --- | --- | --- |

| | ● | reduced marketing, travel and controllable expenses; |

| | ● | aligned inventory receipts with current sales trends; |

| | ● | prioritized payment obligations; |

| | ● | reduced new store openings, relocations and remodel projects; and |

| | ● | suspended the stock repurchase program, which resumed in the fourth quarter of fiscal 2020. |

To help support our associates through this crisis, we expanded the criteria for our Associate Relief Program to include those who need assistance due to a personal hardship as a result of the COVID-19 pandemic.

The Ulta Beauty executive team and Board of Directors have each made personal donations to the program.

Industry trends

However, our research also suggests that the cosmetics category in the overall U.S. market experienced mid-single digit declines through fiscal 2019 and 2020.

Beauty cycles are impacted by demographics and innovation.

While demographic trends continue to be favorable, we believe a lack of incremental innovation has resulted in a challenging cycle for the cosmetics category, as innovation brought to the market has not resulted in incremental product purchases.

We provide refunds for merchandise returns within 60 days from the original purchase date; however, due to store closures during the first half of fiscal 2020, we extended our return policy to 180 days through November 16, 2020.

reduction of net sales.

During fiscal 2019, we opened 86 new stores, remodeled 12 stores, and relocated eight stores.

We did not have any outstanding borrowings on our credit facility as of January [added: 29, 2022, January] 30, [removed: 2021, February 1, 2020,] [added: 2021] or February [removed: 2, 2019.][added: 1, 2020.]

A hypothetical 1% increase in interest rates on variable rate debt would have increased interest expense for fiscal 2020 by approximately $3.7 million.

Foreign currency exchange rate risk

We are exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies.

Our exposure to foreign currency rate fluctuations is not material to our financial condition or results of operations.

[removed: Our] [added: Across our] stores, [removed: website,] [added: Ulta.com] and [added: our] mobile [removed: applications] [added: applications, we] offer more than 25,000 products from more than 600 well-established and emerging beauty brands across [removed: a variety of] [added: all] categories and price points, including Ulta Beauty’s own private label, the Ulta Beauty Collection.

[removed: Our] [added: With a] bright and open store [removed: environment and] [added: environment, we make it] easy [removed: to shop website and mobile applications encourage our] [added: for] guests to discover new products and services.

We also offer a full-service salon in every store featuring hair, [removed: skin, makeup,] [added: eyebrow] and [removed: brow] [added: other beauty] services.

Our [added: retail] stores are predominantly located in convenient, high-traffic locations such as power strip centers.

We developed a unique specialty retail concept that offers a broad range of brands and price points, [removed: a compelling value proposition,] [added: select beauty services,] and a convenient and welcoming shopping environment.

We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty [removed: category] [added: category, uses beauty for self-expression, experimentation,] and [added: self-investment, and] has high expectations for the shopping experience.

We estimate that [added: female] beauty enthusiasts represent approximately [removed: 57%] [added: 60%] of shoppers and [removed: 77%] [added: 75%] of spend in the U.S. beauty category.

Our proprietary consumer research confirms engagement with the beauty category remains strong, but the unprecedented [removed: challenges faced as a result of] [added: disruption resulting from] the COVID-19 pandemic [removed: will likely have] [added: has had] sustained effects on the category.

[removed: Build omnichannel operations that more deeply connects guests across channels.] [added: Stores.] Our [removed: guest insights and loyalty program] member data [removed: confirm that] [added: suggests] our guests prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts.

Our [removed: vision] [added: objective] is to [removed: offer] [added: deliver a cohesive,] industry-leading omnichannel [removed: experiences] [added: experience] that [removed: engage] [added: drives breakthrough engagement with] our guests and [removed: unlock] [added: unlocks] the combined potential of our physical and digital channels.

[removed: Our vision] [added: Reflecting these insights, our objective] is to engage and [added: continuously] delight beauty enthusiasts with a [removed: curated beauty] [added: curated, differentiated, inclusive] assortment focused on [removed: exclusivity and] leading [added: beauty and self-care] trends.

Drive [removed: holistic cost] [added: operational excellence and] optimization. Similar to other retailers, we are experiencing cost pressures from macroeconomic trends, including rising wage rates and higher transportation and shipping costs.

[removed: enable scale] [added: Our vision is to deliver profitable growth] and [removed: growth,] [added: competitive advantage by optimizing our cost structure to enable scale,] developing agile operating processes that [removed: support rapid testing, learning] [added: enable real-time visibility] and [removed: implementation,] [added: decision-making,] and building new capabilities tailored to win in a rapidly evolving omnichannel world.

[added: Protect and cultivate our world-class culture and talent.] We have developed and [removed: sustained] [added: nurtured] a [removed: world-class, guest-centric, values-based, high performance] [added: guest and associate-centric, values-based and high-performance] culture.

We operate within the large [added: and growing] U.S. beauty products and salon services industry.

In [removed: 2020,] [added: 2021,] this market represented approximately [removed: $150] [added: $140] billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In [removed: 2020,] [added: 2021,] the beauty products industry totaled approximately [removed: $92] [added: $91] billion and included cosmetics, haircare, fragrance, bath and body, skincare, salon styling tools, and other toiletries.

We estimate that Ulta Beauty had only a [removed: 7%] [added: 9%] share of the [removed: $92] [added: $91] billion beauty product industry.

In [removed: 2020,] [added: 2021,] the salon services industry totaled approximately [removed: $58] [added: $49] billion and included hair, skin, and nail services.

[removed: Due to COVID-19 related restrictions,] [added: While] we [added: lifted capacity constraints for most salon and brow services in fiscal 2021, we] were unable to offer [removed: skin and] makeup services [removed: for] [added: in all stores and skin services in] most [removed: of fiscal 2020.][added: stores due to remaining COVID-19 related restrictions.]

We have plans to resume [added: these] services as soon as it is safe to do so.

[removed: Although] [added: While both the industry and] our business was impacted by [removed: temporary store closures due to COVID-19,] [added: ongoing COVID-19 restrictions, particularly in salon services,] our research indicates that Ulta Beauty continues to increase market share across most prestige beauty categories in the overall U.S. market.

[removed: Despite the overall beauty market decline in 2020 due to COVID-19 impacts, we] [added: We] expect the beauty category will [removed: return to growth] [added: continue its recovery] as consumers recover from the impacts of COVID-19, and we remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains for Ulta Beauty.

Our major competitors for prestige and mass products include traditional department stores, specialty stores, [added: grocery stores,] drug stores, mass merchandisers, and the online capabilities of national retailers and brands, as well as pure-play e-commerce companies.

We are committed to meeting guests where and how they want to shop and strive to offer guests a [removed: compelling] [added: compelling, personalized] shopping experience through our stores, website, [removed: and] mobile [removed: applications.][added: applications, and partnerships.]

Our retail store concept, including physical layout, displays, lighting, and quality of finishes, has [removed: evolved] [added: changed] over time to reflect the rising expectations of our guests and [removed: to keep pace with] our [added: evolving] merchandising and operating strategies.

We offer a full range of [added: beauty] services in all of our stores, focusing on hair, skin, makeup, and brow services.

Due to [added: ongoing] COVID-19 restrictions, we operated at [removed: approximately 50%] [added: less-than-full] capacity for salon and brow services [removed: and were unable to offer skin and makeup services] for most of fiscal [removed: 2020.][added: 2021.]

During [removed: our] fiscal [removed: year ended January 30, 2021 (fiscal 2020), 74%] [added: 2021, 71%] of new stores opened in existing shopping centers and [removed: 26%] [added: 29%] opened in new shopping centers.

[removed: Almost all] [added: All] new stores were opened in existing [removed: markets compared to new] markets.

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 1,264] [added: 1,308] stores across 50 states.

| ​ | | January [removed: 30,] [added: 29,] | | [removed: February 1,] [added: January 30,] | | February [removed: 2,] [added: 1,] |

| ​ | ​ | [removed: 2021] [added: 2022] | ​ | [removed: 2020] [added: 2021] | ​ | [removed: 2019] [added: 2020] |

| Total stores beginning of period | ​ | [removed: 1,254] [added: 1,264] | ​ | [removed: 1,174] [added: 1,254] | ​ | [removed: 1,074] [added: 1,174] |

| Stores opened | ​ | [removed: 30] [added: 48] | ​ | [removed: 86] [added: 30] | ​ | [removed: 107] [added: 86] |

| Stores closed | ​ | [removed: (20)] [added: (4)] | ​ | [removed: (6)] [added: (20)] | ​ | [removed: (7)] [added: (6)] |

| Total stores end of period | ​ | [removed: 1,264] [added: 1,308] | ​ | [removed: 1,254] [added: 1,264] | ​ | [removed: 1,174] [added: 1,254] |

| Total square footage | ​ | [removed: 13,291,838] [added: 13,770,438] | ​ | [removed: 13,193,076] [added: 13,291,838] | ​ | [removed: 12,337,145] [added: 13,193,076] |

| Average square footage per store | ​ | [removed: 10,516] [added: 10,528] | ​ | [removed: 10,521] [added: 10,516] | ​ | [removed: 10,509] [added: 10,521] |

| Stores remodeled | ​ | [removed: –] [added: 9] | ​ | [removed: 12] [added: –] | ​ | [removed: 13] [added: 12] |

| Stores relocated | ​ | [removed: 5] [added: 7] | ​ | [removed: 8] [added: 5] | ​ | [removed: 2] [added: 8] |

Store Footprint. We operate more than 1,300 stores predominantly located in convenient, high-traffic locations.

Leading Digital Experiences. Through our website, Ulta.com, and our mobile applications, we offer guests convenient, interactive and personalized digital experiences.

Our digital channels enable always-on shopping and discovery, and our diverse fulfillment options, including buy online pick-up in store, buy online pick-up curbside, ship from store, ship to home, and same-day delivery, provide guests with value and convenience.

In addition to e-commerce platforms, we offer guests a variety of unique digital experiences, including virtual try-on and skin analysis tools, which leverage augmented reality capabilities and artificial intelligence tools to provide guests with personalized experiences.

Best-in-Class Loyalty Program. Our best-in-class loyalty program, Ultamate Rewards, enables members to earn points for every dollar spent on products and beauty services at Ulta Beauty, through purchases on our private label and co-branded credit cards, and purchases at Ulta Beauty at Target.

In addition to unique membership benefits, members can redeem points for discounts on any product or service at Ulta Beauty.

With more than 95% of total sales coming from members, we are uniquely positioned with a deep understanding of our customers and their preferences which enables us to personalize experiences and target communications and promotions through our Customer Relationship Management (CRM) platform.

Great Guest Experiences. We cultivate human connection with warm and welcoming guest experiences across all of our channels.

Our knowledgeable and approachable store associates, our differentiated service offerings, and our efforts to create relevant, compelling digital content are competitive advantages and enable us to build strong engagement with guests.

Consumers are approaching their desire for normalcy with caution, reengaging in retail shopping visits while also holding to some of their new online shopping behaviors.

In addition, the operational and competitive landscape remains dynamic, and many costs are increasing, including supply chain and labor costs.

Reflecting our understanding about how the consumer and beauty category are evolving, we have refreshed our strategic framework to position Ulta Beauty for continued success.

We are focused on six key strategic pillars designed to expand our market leadership and drive longer-term profitable growth.

Drive breakthrough and disruptive growth through an expanded definition of All Things Beauty. Beauty enthusiasts enjoy the experience of discovering and trying new products and increasingly include beauty as part of their self-care and wellness journey.

We are focused on four key areas: maximizing growth in core categories, including makeup, skincare, haircare, and fragrance; driving growth of cross-category strategic platforms, including Conscious Beauty at Ulta Beauty®, Black-owned and Black, Indigenous, and People of Color (BIPOC)-founded Brands, and the Wellness Shop; differentiating our assortment through exclusive brands and products, including our private label, Ulta Beauty Collection; and increasing profitability through assortment management, inventory productivity, and promotional optimization.

Evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World. Our guest insights and member data confirm that beauty enthusiasts prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts.

At the same time, digital channels offer convenience, product reviews, and price transparency.

As a result, the guest journey is increasingly blurring across physical and digital channels.

To drive greater guest engagement across all channels, we intend to expand our physical footprint, continue to differentiate our service offerings, and grow our buy anywhere, fill anywhere capabilities while further enhancing our digital and mobile experiences and driving competitive advantage through digital innovation.

Expand and deepen our presence across the beauty journey, solidifying Ulta Beauty at the Heart of the Beauty Community. To understand longer-term shifts in consumer values, perceptions, and behaviors, as well as of-the-moment insights, we have developed a robust consumer research capability.

In addition, with more than 95% of total sales coming from members of our Ultamate Rewards loyalty program, we have unique insights about customer preferences and behavior.

Based on our proprietary insights, we know beauty enthusiasts have an emotional, personal, and deep connection with beauty.

Social media contributes to this connection, and we expect the influence and reach of beauty will continue to grow as engagement with social platforms increases.

To expand Ulta Beauty’s reach, relevancy, and guest engagement, we intend to amplify our brand purpose; build a creator and content ecosystem to deliver compelling, relevant beauty-tainment; leverage the power of live streaming and social selling; drive further innovation in our Ultamate Rewards program; and use our member data to increase personalization and drive conversion.

Our vision is to expand and deepen our presence across the beauty journey to increase consumer acquisition and drive guest engagement, loyalty, and share of wallet.

To mitigate the impact of these pressures and

support our future growth, we have developed a continuous improvement capability to identify and activate meaningful, cross-functional process optimization opportunities; we are upgrading our enterprise resource planning platform to increase efficiency and support future growth; and we are enhancing our supply chain network to increase agility, speed and cost-efficiency.

These tenets are core to how we lead, how we engage with our guests and partners, and how we make decisions.

We value and encourage collaboration and enterprise thinking, and we respect and listen to our associates to continually improve as a company.

We have an experienced leadership team and committed, passionate associates committed to living our values while caring for our guests and for each other.

To support our growth and enhance the guest experience, we will continue to attract, develop and retain talent at all levels and in all functional areas, and we will continue to work to create an environment where every associate feels they can fully contribute and have an opportunity to grow.

Expand our environmental and social impact. As a leader in the beauty industry, we have an opportunity to drive positive impact.

We believe that beauty is for everyone, regardless of age, size, ability, skin tone, culture, or gender, and we strive to provide an environment where every associate feels they can realize their full potential and every guest is optimally served, regardless of differences.

We empower and inspire guests to make informed and sustainable product choices through our unique Conscious Beauty at Ulta Beauty® program, and we strive to protect the beauty of our natural environment and minimize our impact on the world around us by managing our stores’ energy, water, and waste footprints.

We are committed to making the world a better place, and we are focused on driving sustainable change in areas where we can make the biggest impact and committed to collaborating with others to address shared challenges.

Due to remaining COVID-19 related restrictions, our services offering was limited in our fiscal year ended January 29, 2022 (fiscal 2021), but we have plans to resume these services as soon as it is safe to do so.

In fiscal 2021, 75% of our loyalty members only shopped in Ulta Beauty stores.

In addition, over the long term we expect to open up to 800 Ulta Beauty at Target shops.

We leverage a variety of insights to identify the best new store locations and optimize our current store locations, including beauty market share information and insights from our loyalty members.

opening expenses, and initial inventory, net of payables.

We provide unmatched product breadth, value, and convenience in a distinctive specialty retail environment.

Shopping Experience. Our guests can satisfy all of their beauty needs at Ulta Beauty.

Value Proposition. We believe our focus on delivering a compelling value proposition to our guests across all of our product categories drives guest loyalty.

We offer a comprehensive loyalty program, Ultamate Rewards, and target communications and promotions through our Customer Relationship Management (CRM) platform.

We also offer frequent promotions and coupons, in-store events, and gifts with purchase.

Convenience. Today, we offer guests a variety of ways to shop for beauty, including in our stores, through our mobile applications, and on ulta.com.

We also provide convenient fulfillment options including buy online pick-up in store, buy online pickup curbside, ship from store, and ship to home.

Our typical store is approximately 10,000 square feet, including approximately 950 square feet dedicated to our full-service salon.

As of January 30, 2021, we operated 1,264 retail stores across 50 states, as well as an e-commerce website and mobile applications.

Health and safety concerns are elevated, consumers have quickly adopted new shopping behaviors, operating costs are increasing, and many retailers have faced financial challenges, resulting in increased store closures.

Recognizing the impact these changes will have on the beauty category, we intend to leverage the strengths of our operating model and investments to position Ulta Beauty for continued success post-COVID.

Specifically, we are focused on accelerating efforts in the following key areas to expand our long-term market share gains and extend our competitive advantages.

In addition, our guests are increasingly engaging online to research, discover new products, and purchase.

Our omnichannel guests are extremely valuable, spending nearly three times more than retail-only guests.

To drive increased guest engagement across all channels, we are leveraging a multifaceted approach to communicate, engage, and transact, and we are expanding our fulfillment capabilities, including buy online and pickup in-store and curbside pickup.

Reimagine how guests experience and discover Beauty. Beauty enthusiasts value the human connection and the physical experience of beauty.

The Ulta Beauty guest experience is differentiated by our broad array of categories, brands, and price points, immersive digital tools, multiple shopping options, high quality services, and friendly, well-trained associates.

The COVID-19 pandemic has increased focus on personal safety and impacted how guests test products and experience beauty.

As a result, we are reimagining the guest experience and product discovery process and exploring ways technology, services, and the role of our associates can evolve to deliver fun, interactive, easy, and functional experiences for our guests.

Our vision is to become the most loved destination for beauty enthusiasts by reimagining the end-to-end guest experience, facilitating inspiration, discovery, and experimentation, and serving as a trusted guide, regardless of channel.

Drive market share growth through the deployment of winning category strategies. Assortment is the center of our value proposition and represents a core differentiator within the market.

We engage beauty enthusiasts to discover and play across all categories with an enticing assortment focused on innovation and leading trends, differentiation and exclusivity, and speed to market.

We believe our broad selection of merchandise across categories, price points, and brands offer a unique shopping experience for our guests.

Guests can find everything they need in one shopping trip with our offering of more than 600 brands, eliminating the need to go to multiple departments stores, specialty stores, salons, drug stores, mass merchandisers, and pure play e-commerce companies that may sell the same or similar products.

Because of our broad array of categories, brands, and price points, we appeal to a wide range of consumers of all ages, demographics, and lifestyles.

We continue to change our assortment to reflect evolving beauty trends and innovation and to meet our guests’ desire for new products.

Deepen Ulta Beauty love and loyalty. We have 30.7 million active Ulta Beauty members enrolled in our Ultamate Rewards loyalty program.

Loyalty member transactions represent more than 94% of our annual total net sales, and our data demonstrates that loyalty members shop with higher frequency and spend more per visit as compared to non-members.

While recent disruption from the COVID-19 pandemic has impacted recent member growth, we believe we can expand Ulta Beauty’s reach, relevancy, and engagement with our guests by evolving the value proposition of our Ultamate Rewards program, increasing total membership in the program, building strategic partnerships that create incremental value for our guests, and using our customer data to deliver personalized member experiences.

Our vision is to continue to innovate and integrate the Ultamate Rewards program in meaningful ways and personalize the guest experience across all touchpoints to create stronger member connection, engagement, and loyalty.

Through our cost optimization program, Efficiencies For Growth, we are targeting and delivering cost savings in four work streams: category performance improvement, indirect procurement, end-to-end operations, and real estate.

As we look forward, we are moving beyond process optimization to develop a cost structure that will enable us to weather future economic challenges while also supporting investments for future growth.

Our vision is to deliver profitable growth and competitive advantage by optimizing our cost structure to

Develop our talent and strengthen our culture. Leadership, culture, and engagement of our associates are key drivers of our performance.

We have an experienced management team that brings a creative merchandising approach and a disciplined operating philosophy to our business.

We believe that beauty is for everyone, regardless of age, size, ability, skin tone, culture, or gender.

Our vision is to provide an environment where every associate feels they can fully contribute and realize their full potential.

Our assortment strategy is built to maximize our opportunity in this industry.

COVID-19 and its various impacts have changed consumer behavior and consumption of beauty products due to the closures of offices, retail stores and other businesses and the significant decline in social gatherings.

In addition, beauty cycles are impacted by demographics, trends, and product innovation.

See Note [removed: 11] [added: 9] to our consolidated financial statements, “Commitments and contingencies - General litigation,” for information on legal proceedings.

For the fiscal year ended January [removed: 30, 2021][added: 29, 2022]

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on July [removed: 31, 2020,] [added: 30, 2021,] as reported on the NASDAQ Global Select Market, was approximately [removed: $8,127,797,000.][added: $13,829,733,000.]

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March [removed: 22, 2021] [added: 21, 2022] was [removed: 56,205,592] [added: 52,327,263] shares.

Information required in response to Part III of Form 10-K is hereby incorporated by reference from portions of the registrant’s Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January [removed: 30, 2021.][added: 29, 2022.]

| [Item 1A.](#Item1ARiskFactors_628368) | ​ | [Risk Factors](#Item1ARiskFactors_628368) | ​ | [removed: 13] [added: 14] |

| [Item 1B.](#Item1BUnresolvedStaffComments_655706) | ​ | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_655706) | ​ | [removed: 23] [added: 25] |

| [Item 2.](#Item2Properties_676325) | ​ | [Properties](#Item2Properties_676325) | ​ | [removed: 24] [added: 26] |

| [Item 3.](#Item3LegalProceedings_817269) | ​ | [Legal Proceedings](#Item3LegalProceedings_817269) | ​ | [removed: 25] [added: 27] |

| [Item 4.](#Item4MineSafetyDisclosures_491985) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_491985) | ​ | [removed: 25] [added: 27] |

| [Item 4A.](#Item4A) | ​ | [Executive Officers](#Item4A) | ​ | [removed: 25] [added: 27] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 26] [added: 28] |

| [Item 6.](#Item6_835160) | ​ | [removed: [Selected Financial Data](#Item6_835160)] [added: [\[Reserved\]](#Item6_Reserved)] | ​ | [removed: 29] [added: 30] |

| [Item 7.](#Item7_651497) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7_651497) | ​ | [removed: 30] [added: 31] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 44] [added: 43] |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 44] [added: 43] |

| [Item 9A.](#Item9AControlsandProcedures_91034) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_91034) | ​ | [removed: 44] [added: 43] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 45] [added: 44] |

| [Item 11.](#Item11ExecutiveCompensation_650349) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_650349) | ​ | [removed: 45] [added: 44] |

| [Item 16.](#Item16_10KSummary) | ​ | [Form 10-K Summary](#Item16_10KSummary) | ​ | [removed: 83] [added: 80] |

| [Signatures](#Signatures) | | | ​ | [removed: 84] [added: 81] |

| | ● | changes in the overall level of consumer spending and volatility in the economy, including as a result of the COVID-19 pandemic [removed: and/or government aid programs;] [added: and geo-political events;] |

| | ● | the possibility that cybersecurity [added: or information security] breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information; |

| | ● | other risk factors detailed in our public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in Item 1A, “Risk Factors” of this Annual Report on Form 10-K for the year ended January [removed: 30, 2021,] [added: 29, 2022,] as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. |

| [Item 9C.](#_Item_9C._) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#_Item_9C._) | ​ | 44 |

| ​ | ​ | ​ | ​ | ​ |

| | ● | the impact of current inflationary cost pressures on payroll, benefits and supply chain; |

| | ● | the ability to execute our operational excellence priorities, including continuous improvement, Project SOAR (our replacement enterprise resource planning platform), and supply chain optimization; |

| | ● | the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations; |

| | ● | the impact of climate change on our business operations and/or supply chain; |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| | ● | our ability to execute our Efficiencies for Growth cost optimization program; |

As of January [removed: 30, 2021,] [added: 29, 2022,] we operated [removed: 1,264] [added: 1,308] retail stores across 50 states, as shown in the table below:

| Alabama | ​ | [removed: 22] [added: 24] | ​ | Montana | ​ | 6 |

| Arkansas | ​ | [removed: 10] [added: 11] | ​ | New Hampshire | ​ | [removed: 7] [added: 8] |

| California | ​ | [removed: 156] [added: 163] | ​ | New Jersey | ​ | [removed: 42] [added: 43] |

| Connecticut | ​ | [removed: 17] [added: 18] | ​ | New York | ​ | [removed: 49] [added: 52] |

| Delaware | ​ | 3 | ​ | North Carolina | ​ | [removed: 34] [added: 40] |

| Florida | ​ | [removed: 86] [added: 90] | ​ | North Dakota | ​ | 3 |

| Georgia | ​ | [removed: 38] [added: 42] | ​ | Ohio | ​ | [removed: 43] [added: 45] |

| Idaho | ​ | 9 | ​ | Oregon | ​ | [removed: 17] [added: 16] |

| Illinois | ​ | 55 | ​ | Pennsylvania | ​ | [removed: 44] [added: 45] |

| Iowa | ​ | [removed: 10] [added: 11] | ​ | South Carolina | ​ | [removed: 20] [added: 22] |

| Kentucky | ​ | 15 | ​ | Tennessee | ​ | [removed: 27] [added: 28] |

| Louisiana | ​ | 18 | ​ | Texas | ​ | [removed: 117] [added: 119] |

| Massachusetts | ​ | [removed: 21] [added: 23] | ​ | Virginia | ​ | 30 |

| Michigan | ​ | [removed: 48] [added: 49] | ​ | Washington | ​ | [removed: 34] [added: 36] |

| Mississippi | ​ | [removed: 10] [added: 11] | ​ | Wisconsin | ​ | 20 |

The general location, approximate size, and lease expiration date for each distribution center (DC) and fast fulfillment center (FFC) at January [removed: 30, 2021,] [added: 29, 2022,] are set forth below:

The Chicago office is approximately 23,000 square feet with lease expiration in [removed: 2024.][added: 2026.]

| ​ | ​ | ​ | ​ | Total | ​ | 1,308 |

| ​ | ​ | ​ | ​ | Total | ​ | 1,264 |

The names of our executive officers, their ages and their positions, as of March 1, [removed: 2021,] [added: 2022,] are shown below:

| [removed: Mary N. Dillon] [added: David C. Kimbell] | ​ | [removed: 59] [added: 55] | ​ | Chief Executive Officer and member of the Board of Directors |

| Scott M. Settersten | ​ | [removed: 60] [added: 61] | ​ | Chief Financial Officer, Treasurer and Assistant Secretary |

| Jodi J. Caro | ​ | [removed: 55] [added: 56] | ​ | General Counsel, Chief [added: Risk &] Compliance Officer and Corporate Secretary |

| Jeffrey J. Childs | ​ | [removed: 63] [added: 64] | ​ | Chief Human Resources Officer |

Kimbell._ Mr. Kimbell was named [removed: President] [added: Chief Executive Officer] in [removed: December 2019] [added: June 2021] after having previously served as [added: President since December 2019,] Chief Merchandising and Marketing Officer since March 2015 and Chief Marketing Officer since February 2014.

[removed: Mr. Kimbell] [added: Prior to joining Ulta Beauty, he served as Chief Marketing Officer and Executive Vice President at U.S. Cellular, Chief Marketing Officer of Seventh Generation, Vice President of Marketing at PepsiCo, and] held a number of brand management roles in the Beauty Division of The Procter and Gamble Company from 1995 to 2001.

Settersten._ Mr. Settersten was named Chief Financial Officer, Treasurer and Assistant Secretary in March [removed: 2013] [added: 2013,] after [removed: having previously served] [added: serving] as Acting Chief Financial Officer and Assistant Secretary since October 2012.

Prior to [removed: joining] Ulta Beauty, Mr. Settersten spent 15 years with PricewaterhouseCoopers LLP as a certified public accountant serving in various senior manager roles in the assurance and risk management practices.

Caro._ Ms. Caro was named General Counsel, Chief [added: Risk &] Compliance Officer [removed: and Corporate Secretary] in August 2015.

| Kecia L. Steelman | ​ | 51 | ​ | Chief Operating Officer |

Mr. Kimbell currently serves on the board of directors for Big Brothers Big Sisters of Metropolitan Chicago and Chicago Lights, and is a member of The Economic Club of Chicago.

Mr. Settersten oversees the company’s finance, accounting, tax, treasury, procurement, internal audit, loss prevention, investor relations, and real estate teams, including the optimization of the company’s store fleet.

Previously, Mr. Settersten served as Vice President of Accounting since 2010, after joining Ulta Beauty in January 2005 as a Director of Financial Reporting.

She also serves as Corporate Secretary and Chief Privacy Officer.

Ms. Caro oversees Ulta Beauty’s Legal, Risk & Governance Services team in delivering legal, governance, compliance, risk management and property management services, as well as leading all Environmental, Social, and Governance efforts.

Ms. Caro is also Vice-Chair of the Retail Litigation Center and serves on the Chicago-Kent College of Law Board of Advisors as well as the board of directors for Communities in Schools of Chicago.

Mr. Childs is an active member of the Chicago community, serving on the board of directors of Skills for Chicagoland’s Future.

_Kecia Steelman._ Ms. Steelman was named Chief Operating Officer in June 2021.

Ms. Steelman oversees store and services operations, supply chain, Ulta Beauty at Target and enterprise-wide optimization efforts.

Previously, Ms. Steelman served as Chief Store Operations Officer since September 2015 and as Senior Vice President, Store Operations since July 2014.

Prior to joining Ulta Beauty, Ms. Steelman was Group Vice President at Family Dollar Stores from 2011 to 2014, after joining the company in 2009 as Vice President, Store Development and Store Operations.

From 2005 to 2009, Ms. Steelman was Vice President, General Manager of Expo Design Center, Home Depot Design Center, and YardBIRDs and Director of New Store Innovations at the Home Depot Corporation.

Ms. Steelman began her career at Target Corporation and served in a variety of retail operations and merchandising roles with increasing responsibility from 1993 to 2005.

Ms. Steelman currently serves on the board of directors for Metropolitan Family Services and the Adler Planetarium, and is a member of The Economic Club of Chicago.

| David C. Kimbell | ​ | 54 | ​ | President |

_Mary N.

Dillon._ Ms. Dillon was named Chief Executive Officer effective July 2013.

Prior to joining Ulta Beauty, she was President and Chief Executive Officer and a Director of U.S. Cellular from June 2010 to July 2013.

From 2005 to 2010, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President for McDonald’s Corporation.

Prior to joining McDonald’s, she held various positions at PepsiCo, including President of the Quaker Foods division.

Ms. Dillon serves as a member of the Board of Directors for Starbucks Corporation and KKR & Co. Inc. and previously served on the board of Target Corporation from 2007 to 2013.

Prior to joining Ulta Beauty, he was Chief Marketing Officer and Executive Vice President at U.S. Cellular since February 2011.

From 2008 to 2010, Mr. Kimbell served as Chief Marketing Officer and Senior Vice President of Seventh Generation, a producer of environmentally friendly household and baby care products.

Prior to that from 2001 to 2008, Mr. Kimbell held various positions at PepsiCo, Quaker Food Division, including Vice President of Marketing.

Prior to this role, Mr. Settersten served as Vice President of Accounting since 2010 and was responsible for accounting, tax, external reporting and investor relations.

He joined Ulta Beauty in January 2005 as a Director of Financial Reporting.

The last reported sale price of our common stock on the NASDAQ Global Select Market on March [removed: 22, 2021] [added: 21, 2022] was [removed: $315.09] [added: $385.67] per share.

As of March [removed: 22, 2021,] [added: 21, 2022,] we had [removed: 34] [added: 31] holders of record of our common stock.

[removed: Because many shares of] common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

The following table sets forth repurchases of our common stock during the fourth quarter of [removed: fiscal 2020:][added: 2021:]

| Period | | Total [removed: number of shares purchased] [added: numberof sharespurchased] (1) | | [removed: Average price paid per] [added: Averageprice paidper] share | | | Total [removed: number of shares purchased as part] [added: numberof sharespurchased aspart] of [removed: publicly announced plans or programs] [added: publiclyannouncedplans orprograms] (2) | | [removed: Approximate dollar] [added: Approximatedollar] value [removed: of shares] [added: ofshares] that may [removed: yet be purchased under] [added: yetbe purchasedunder] plans or [removed: programs (in] [added: programs(in] thousands) (2) | |

| (1) | There were [removed: 147,824] [added: 1,919,388] shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended January [removed: 30, 2021] [added: 29, 2022] and there were [removed: 413] [added: 422] shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period. |

The following table provides information about Ulta Beauty common stock that may be issued under our equity compensation plans as of January [removed: 30, 2021:][added: 29, 2022:]

| (2) | Includes [removed: 671,344] [added: 498,156] shares issuable pursuant to the exercise of outstanding stock options, [removed: 252,713] [added: 221,292] shares issuable pursuant to restricted stock units, and [removed: 37,356] [added: 54,160] shares issuable pursuant to performance-based units. |

Set forth below is a graph comparing the cumulative total stockholder return on Ulta Beauty’s common stock with the [removed: NASDAQ Global Select Market Composite Index (NQGS), the] S&P [removed: 500,] [added: 500] and the S&P 500 [removed: Retailing/RLX] [added: Retailing] (Industry Group, SP500-2550) for the period covering January [removed: 30, 2016] [added: 28, 2017] through the end of Ulta Beauty’s fiscal year ended January [removed: 30, 2021.][added: 29, 2022.]

The graph assumes an investment of $100 made at the closing of trading on January [removed: 30, 2016] [added: 28, 2017] in (i) Ulta Beauty’s common stock, (ii) the stocks comprising the [removed: NQGS, (iii) the stocks comprising the] S&P 500 and [removed: (iv)] [added: (iii)] the stocks comprising the S&P 500 [removed: Retailing/RLX] [added: Retailing] (Industry Group, SP500-2550).

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129x10k005.jpg)]

| ​ | ​ | January [removed: 30, | | ​ | January] 28, | | ​ | February 3, | | ​ | February 2, | | ​ | February 1, | | ​ | January 30, | | [added: ​ | January 29, | |]

| Company / Index | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | [added: | 2022 | |]

Because many shares of

| October 31, 2021 to November 27, 2021 | ​ | 55,189 | ​ | $ | 393.85 | ​ | 54,962 | ​ | $ | 738,135 |

| November 28, 2021 to December 25, 2021 | ​ | 1,864,426 | ​ | ​ | 395.89 | ​ | 1,864,426 | ​ | ​ | 25 |

| December 26, 2021 to January 29, 2022 | ​ | 195 | ​ | ​ | 397.10 | ​ | – | ​ | ​ | 25 |

| 13 weeks ended January 29, 2022 | ​ | 1,919,810 | ​ | ​ | 395.83 | ​ | 1,919,388 | ​ | ​ | 25 |

| (2) | On March 12, 2020, we announced our 2020 share repurchase program pursuant to which the Company may repurchase up to $1.6 billion of the Company’s common stock. As of January 29, 2022, the amount remaining available under the $1.6 billion 2020 share repurchase program was nominal. On March 7, 2022, the Board of Directors authorized the 2022 share repurchase program. For additional information on the 2022 share repurchase program see Note 19 to our consolidated financial statements, “Subsequent event.” |

| Equity compensation plans approved by security holders (1) | | 773,608 | ​ | $ | 232.85 | | 2,576,598 |

![Chart, line chart

| Ulta Beauty | ​ | $ | 100.00 | | $ | 81.57 | | $ | 107.21 | | $ | 98.40 | | $ | 102.75 | | $ | 131.79 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 123.91 | ​ | ​ | 118.66 | ​ | ​ | 141.54 | ​ | ​ | 162.99 | ​ | ​ | 194.48 |

| S&P 500 Retailing | ​ | ​ | 100.00 | ​ | ​ | 143.84 | ​ | ​ | 154.70 | ​ | ​ | 180.19 | ​ | ​ | 253.16 | ​ | ​ | 266.50 |

| November 1, 2020 to November 28, 2020 | ​ | 311 | ​ | $ | 215.02 | ​ | – | ​ | $ | 1,563,863 |

| November 29, 2020 to December 26, 2020 | ​ | 43,218 | ​ | ​ | 266.41 | ​ | 43,218 | ​ | ​ | 1,552,349 |

| December 27, 2020 to January 30, 2021 | ​ | 104,708 | ​ | ​ | 290.62 | ​ | 104,606 | ​ | ​ | 1,521,949 |

| 13 weeks ended January 30, 2021 | ​ | 148,237 | ​ | ​ | 283.40 | ​ | 147,824 | ​ | ​ | 1,521,949 |

| (2) | On March 12, 2020, we announced our 2020 share repurchase program pursuant to which the Company may repurchase up to $1.6 billion of the Company’s common stock. As of January 30, 2021, $1.5 billion remained available under the $1.6 billion 2020 share repurchase program, which does not have an expiration date but which may be suspended or discontinued at any time. |

| Equity compensation plans approved by security holders (1) | | 961,413 | ​ | $ | 208.47 | | 2,791,165 |

As Ulta Beauty is a part of the S&P 500, pursuant to the rules of the SEC, the S&P 500 is included in the graph below.

| Ulta Beauty | ​ | $ | 100.00 | | $ | 150.29 | | $ | 122.59 | | $ | 161.13 | | $ | 147.88 | | $ | 154.42 |

| NQGS | ​ | ​ | 100.00 | ​ | ​ | 121.62 | ​ | ​ | 160.75 | ​ | ​ | 157.85 | ​ | ​ | 199.43 | ​ | ​ | 282.53 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 117.45 | ​ | ​ | 145.54 | ​ | ​ | 139.37 | ​ | ​ | 166.24 | ​ | ​ | 191.43 |

| S&P 500 Retailing (RLX) | ​ | ​ | 100.00 | ​ | ​ | 116.83 | ​ | ​ | 168.04 | ​ | ​ | 180.73 | ​ | ​ | 210.51 | ​ | ​ | 234.02 |

The following table presents our selected consolidated financial data.

The table should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | Fiscal year ended (1) | | | | | | | | | | | | | |

| ​ | ​ | January 30, | | ​ | February 1, | | ​ | February 2, | | ​ | February 3, | | ​ | January 28, | |

| ​ | ​ | 2021 | | | 2020 | | | 2019 (2) | | | 2018 (3) | | | 2017 | |

| | | | | | | | | | | | | | | | |

| ​ | ​ | (In thousands, except per share and per square foot data and number of stores) | | | | | | | | | | | | | |

| Statement of operations: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | ​ | $ | 6,151,953 | ​ | $ | 7,398,068 | ​ | $ | 6,716,615 | ​ | $ | 5,884,506 | ​ | $ | 4,854,737 |

| Cost of sales | ​ | ​ | 4,202,794 | ​ | ​ | 4,717,004 | ​ | ​ | 4,307,304 | ​ | ​ | 3,787,697 | ​ | ​ | 3,107,508 |

| Gross profit | ​ | ​ | 1,949,159 | ​ | ​ | 2,681,064 | ​ | ​ | 2,409,311 | ​ | ​ | 2,096,809 | ​ | ​ | 1,747,229 |

| Selling, general and administrative expenses | ​ | ​ | 1,583,017 | ​ | ​ | 1,760,716 | ​ | ​ | 1,535,464 | ​ | ​ | 1,287,232 | ​ | ​ | 1,073,834 |

| Impairment, restructuring and other costs | ​ | ​ | 114,322 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Pre-opening expenses | ​ | ​ | 15,000 | ​ | ​ | 19,254 | ​ | ​ | 19,767 | ​ | ​ | 24,286 | ​ | ​ | 18,571 |

| Operating income | ​ | ​ | 236,820 | ​ | ​ | 901,094 | ​ | ​ | 854,080 | ​ | ​ | 785,291 | ​ | ​ | 654,824 |

| Interest expense (income), net | ​ | ​ | 5,735 | ​ | ​ | (5,056) | ​ | ​ | (5,061) | ​ | ​ | (1,568) | ​ | ​ | (890) |

| Income before income taxes | ​ | ​ | 231,085 | ​ | ​ | 906,150 | ​ | ​ | 859,141 | ​ | ​ | 786,859 | ​ | ​ | 655,714 |

| Income tax expense (4) | ​ | ​ | 55,250 | ​ | ​ | 200,205 | ​ | ​ | 200,582 | ​ | ​ | 231,625 | ​ | ​ | 245,954 |

| Net income | ​ | $ | 175,835 | ​ | $ | 705,945 | ​ | $ | 658,559 | ​ | $ | 555,234 | ​ | $ | 409,760 |

| Net income per common share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Basic | ​ | $ | 3.12 | ​ | $ | 12.21 | ​ | $ | 11.00 | ​ | $ | 9.02 | ​ | $ | 6.55 |

| Diluted | ​ | $ | 3.11 | ​ | $ | 12.15 | ​ | $ | 10.94 | ​ | $ | 8.96 | ​ | $ | 6.52 |

| Weighted average common shares outstanding: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Basic | ​ | ​ | 56,351 | ​ | ​ | 57,840 | ​ | ​ | 59,864 | ​ | ​ | 61,556 | ​ | ​ | 62,519 |

| Diluted | ​ | ​ | 56,558 | ​ | ​ | 58,105 | ​ | ​ | 60,181 | ​ | ​ | 61,975 | ​ | ​ | 62,851 |

| Other operating data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Comparable sales (5) | ​ | ​ | (17.9)% | ​ | ​ | 5.0% | ​ | ​ | 8.1% | ​ | ​ | 11.0% | ​ | ​ | 15.8% |

| Number of stores end of year | ​ | ​ | 1,264 | ​ | ​ | 1,254 | ​ | ​ | 1,174 | ​ | ​ | 1,074 | ​ | ​ | 974 |

| Total square footage end of year | ​ | ​ | 13,291,838 | ​ | ​ | 13,193,076 | ​ | ​ | 12,337,145 | ​ | ​ | 11,300,920 | ​ | ​ | 10,271,184 |

| Total square footage per store (6) | ​ | ​ | 10,516 | ​ | ​ | 10,521 | ​ | ​ | 10,509 | ​ | ​ | 10,522 | ​ | ​ | 10,545 |

| Average total square footage (7) | ​ | ​ | 13,260,705 | ​ | ​ | 12,804,988 | ​ | ​ | 11,893,413 | ​ | ​ | 10,742,874 | ​ | ​ | 9,641,367 |

| Capital expenditures | ​ | $ | 151,866 | ​ | $ | 298,534 | ​ | $ | 319,400 | ​ | $ | 440,714 | ​ | $ | 373,747 |

| Depreciation and amortization | ​ | ​ | 297,772 | ​ | ​ | 295,599 | ​ | ​ | 279,472 | ​ | ​ | 252,713 | ​ | ​ | 210,295 |

| Repurchase of common shares | ​ | ​ | 114,895 | ​ | ​ | 680,979 | ​ | ​ | 616,194 | ​ | ​ | 367,581 | ​ | ​ | 344,275 |

| Balance sheet data (at period end): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Cash and cash equivalents | ​ | $ | 1,046,051 | ​ | $ | 392,325 | ​ | $ | 409,251 | ​ | $ | 277,445 | ​ | $ | 385,010 |

| Short-term investments | ​ | ​ | — | ​ | ​ | 110,000 | ​ | ​ | — | ​ | ​ | 120,000 | ​ | ​ | 30,000 |

| Working capital | ​ | ​ | 1,171,064 | ​ | ​ | 918,056 | ​ | ​ | 1,091,125 | ​ | ​ | 1,051,577 | ​ | ​ | 1,006,894 |

Based on management’s evaluation as of January [removed: 30, 2021,] [added: 29, 2022,] our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

[removed: Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other] personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles.

Under the supervision and with the participation of our principal executive officer and our principal financial officer, management evaluated the effectiveness of our internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO).

Based on this evaluation, our principal executive officer and principal financial officer concluded that our internal controls over financial reporting were effective as of January [removed: 30, 2021.][added: 29, 2022.]

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of January [removed: 30, 2021] [added: 29, 2022] and has issued the attestation report included in Item 15 of this Annual Report on Form 10-K.

There were no changes to our internal controls over financial reporting during the 13 weeks ended January [removed: 30, 2021] [added: 29, 2022] that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other

Part III

Not applicable.

Part III

The information required by this item with respect to our executive officers is set forth in Part I, Item 4A of this Annual Report on Form 10-K under the caption “Executive Officers.” The additional information required by this item is included under the captions “Corporate Governance – Code of Business Conduct,” “Corporate Governance – Nomination Process – Qualifications,” “Corporate Governance – Proposal One – Election of Directors,” “Corporate Governance – Information About Our Director Nominees,” “Corporate Governance – Information About Our Directors Continuing in Office” and “Corporate Governance – Audit Committee” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders (the Proxy Statement) and is hereby incorporated herein by reference.

We have posted a copy of our Code of Business Conduct under “Governance” in the Investor Relations section of our website located at [removed: http://ir.ultabeauty.com,] [added: http://ulta.com/investor,] and such Code of Business Conduct is available in print, without charge, to any stockholder who requests it from our Corporate Secretary.

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Business Conduct by posting such information under “Governance” in the Investor Relations section of our website located at [removed: http://ir.ultabeauty.com.][added: http://ulta.com/investor.]

The information required by this item is included under the captions “Compensation Discussion and Analysis,” “Corporate Governance – Compensation Committee,” “Corporate Governance – Report of the Compensation Committee of the Board of Directors,” and “Corporate Governance – Non-Executive Director Compensation for Fiscal [removed: 2020”] [added: 2021”] in the Proxy Statement and is hereby incorporated herein by reference.

The information required by this item with respect to security ownership of certain beneficial owners and management is included under the caption "Stock [removed: - Security Ownership of Certain Beneficial Owners and Management"] [added: Ownership”] in the Proxy Statement and is hereby incorporated by reference.

The information required by this item with respect to compensation plans under which our equity securities are authorized for issuance as of January [removed: 30, 2021] [added: 29, 2022] is set forth in Item 5 of this Annual Report on Form 10-K under the caption “Securities authorized for issuance under equity compensation plans.”

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) [added: (PCAOB ID: 42)] | 47 |

| [Consolidated Balance Sheets](#Consol_Balance_Sheets) | [removed: 52] [added: 51] |

| [Consolidated Statements of [removed: Operations](#Consol_Stmnts_Income)] [added: Income](#Consol_Stmnts_Income)] | [removed: 53] [added: 52] |

| [Consolidated Statements of Comprehensive Income](#Consolidated_Statements_of_Comprehensive) | [removed: 54] [added: 53] |

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 55] [added: 54] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 56] [added: 55] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 57] [added: 56] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 80] [added: 76] |

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January [added: 29, 2022, and January] 30, 2021, [removed: and February 1, 2020,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] 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) (PCAOB), the Company's internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] 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 March [removed: 26, 2021] [added: 25, 2022] expressed an unqualified opinion thereon.

Critical audit [removed: matters][added: matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: | ​ | Impairment] [added: The impairment charges recognized in fiscal 2020 reduced the carrying value] of [removed: Long-Lived Tangible] [added: the long-lived tangible] and [removed: Right of Use Assets |][added: right-of-use assets to their fair value.]

| Description of the matter | The Company maintains a loyalty program, Ultamate Rewards, which offers members the ability to earn and redeem points on purchases of products and services. As described in [removed: Notes] [added: Note] 2 [removed: and 5] to the consolidated financial statements, revenue from the loyalty program is recognized when the members redeem points or points expire. The Company estimates the amount of revenue to defer using the standalone selling price of the points earned and the expected redemption percentage. The Company evaluates its estimated standalone selling price quarterly based on the value of products or services purchased using points. The expected redemption percentage is based on historical redemption patterns in conjunction with current information and trends. ​ Auditing the Company’s estimate of loyalty deferred revenue was complex [removed: because] [added: as] the calculation [removed: involves subjective management assumptions for] [added: involved management’s assumptions, such as] the standalone selling price and expected redemption [removed: rate.] [added: rate, which drive the revenue deferral.] In particular, the estimate is sensitive to these significant assumptions, which are affected by expectations about future customer behavior. ​ |

| How we addressed the matter in our audit | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of the Company’s estimation process and controls supporting the measurement and recognition of the amount of loyalty revenue deferred. This included testing controls over management’s review of the assumptions and other inputs used in the estimation, the completeness and accuracy of issuance and redemption data used in the calculation and controls over the assignment of membership levels based on customer spending patterns. ​ Our audit procedures included, among others, evaluating the methodology used, analyzing the significant assumptions discussed above, and testing the accuracy and completeness of the underlying data used in management’s calculation. To [removed: audit] [added: test] the standalone selling price per point, we validated that the price per point for each membership level was appropriate based on products or services purchased by loyalty members. To audit the redemption rate, we tested redemption activity and compared the results of that testing to the redemption rate used by management in its estimate. We also considered recent trends in redemption activity and the impact on the redemption rate. In addition, we performed sensitivity analyses of significant assumptions to evaluate the change in the deferral amounts. |

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] 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).

In our opinion, Ulta Beauty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] based on COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated March [removed: 26, 2021] [added: 25, 2022] expressed an unqualified opinion thereon.

| ​ | ​ | January [added: 29, | | ​ | January] 30, | | ​ | February 1, | |

| (In thousands, except per share data) | | [added: 2022 | | |] 2021 | | | 2020 | |

| Cash and cash equivalents [added: at beginning of year] | ​ | [removed: $] [added: ​] | 1,046,051 | ​ | [removed: $] [added: ​] | 392,325 | [added: ​ | ​ | 409,251 |]

| [removed: Short-term] [added: Purchases of short-term] investments | ​ | ​ | — | ​ | ​ | [removed: 110,000] [added: —] | [added: ​ | ​ | (110,000) |]

| Receivables, net | ​ | ​ | [removed: 193,109] [added: 233,682] | ​ | ​ | [removed: 139,337] [added: 193,109] |

| Merchandise inventories, net | ​ | ​ | [removed: 1,168,215] [added: 1,499,218] | ​ | ​ | [removed: 1,293,701] [added: 1,168,215] |

| Prepaid expenses and other current assets | ​ | ​ | [removed: 107,402] [added: 110,814] | ​ | ​ | [removed: 103,567] [added: 107,402] |

| Prepaid income taxes | ​ | ​ | [removed: —] [added: 5,909] | ​ | ​ | [removed: 16,387] [added: —] |

| Total current assets | ​ | ​ | [removed: 2,514,777] [added: 2,281,183] | ​ | ​ | [removed: 2,055,317] [added: 2,514,777] |

| Property and equipment, net | ​ | ​ | [removed: 995,795] [added: 914,476] | ​ | ​ | [removed: 1,205,524] [added: 995,795] |

| Operating lease assets | ​ | ​ | [removed: 1,504,614] [added: 1,482,256] | ​ | ​ | [removed: 1,537,565] [added: 1,504,614] |

| Other intangible assets, net | ​ | ​ | [removed: 2,465] [added: 1,538] | ​ | ​ | [removed: 3,391] [added: 2,465] |

| Deferred compensation plan assets | ​ | ​ | [removed: 33,223] [added: 38,409] | ​ | ​ | [removed: 27,849] [added: 33,223] |

| Other long-term assets | ​ | ​ | [removed: 28,225] [added: 35,647] | ​ | ​ | [removed: 23,356] [added: 28,225] |

| Total assets | ​ | $ | [removed: 5,089,969] [added: 4,764,379] | ​ | $ | [removed: 4,863,872] [added: 5,089,969] |

| Accounts payable | ​ | $ | [removed: 477,052] [added: 552,730] | ​ | $ | [removed: 414,009] [added: 477,052] |

| Accrued liabilities | ​ | ​ | [removed: 296,334] [added: 364,797] | ​ | ​ | [removed: 246,088] [added: 296,334] |

| Deferred revenue | ​ | ​ | [removed: 274,383] [added: 353,579] | ​ | ​ | [removed: 237,535] [added: 274,383] |

| Current operating lease liabilities | ​ | ​ | [removed: 253,415] [added: 274,118] | ​ | ​ | [removed: 239,629] [added: 253,415] |

| Accrued income taxes | ​ | ​ | [removed: 42,529] [added: 12,786] | ​ | ​ | [removed: —] [added: 42,529] |

March 25, 2022

March 25, 2022

| Cash and cash equivalents | ​ | $ | 431,560 | ​ | $ | 1,046,051 |

| Other investments | ​ | ​ | (4,297) | ​ | ​ | (5,665) | ​ | ​ | (62,946) |

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 985,837 | ​ | ​ | — | ​ | ​ | 985,837 |

| Foreign currency translation adjustments | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (56) | ​ | ​ | (56) |

| Repurchase of common shares | ​ | (4,250) | ​ | ​ | (42) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,521,883) | ​ | ​ | — | ​ | ​ | (1,521,925) |

| Balance – January 29, 2022 | ​ | 53,049 | ​ | $ | 530 | ​ | (738) | ​ | $ | (53,478) | ​ | $ | 934,945 | ​ | $ | 653,376 | ​ | $ | — | ​ | $ | 1,535,373 |

Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment, including those related to the impacts of the COVID-19 pandemic, will be reflected in the consolidated financial statements in future periods.

| Cash and cash equivalents | ​ | $ | 431,560 | ​ | $ | 1,046,051 |

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

Receivables primarily include amounts due from vendors for allowances, amounts related to the employee retention credit (ERC), and amounts due from third-party gift card providers.

| ​ | ​ | January 29, | | ​ | January 30, | |

| Vendor allowances | ​ | $ | 114,853 | ​ | $ | 90,271 |

| Employee retention credit (1) | ​ | ​ | 56,426 | ​ | ​ | 52,405 |

| Gift card | ​ | ​ | 34,655 | ​ | ​ | 27,020 |

| Other | ​ | ​ | 28,753 | ​ | ​ | 24,181 |

| Receivables, net | ​ | $ | 233,682 | ​ | $ | 193,109 |

| | (1) | During the fiscal years ended January 29, 2022 and January 30, 2021, the Company qualified for various relief measures resulting from the Coronavirus Aid, Relief and Economic Security (CARES) Act, including the ERC which allowed for a refundable tax credit against certain employment taxes on qualified wages. During the fiscal years ended January 29, 2022 and January 30, 2021, there was $4,021 and $52,405, respectively, related to the ERC recognized as a reduction of the associated costs within selling, general and administrative expenses on the consolidated statements of income. |

Property and equipment and internal use software

Cloud computing arrangements (software-as-a-service contracts) and related implementation costs that are capitalized are amortized on a straight-line basis over the contract term (1 month to 5 years).

These amounts are classified within prepaid expenses and other current assets and other long-term assets in the consolidated balance sheets.

The Company provides refunds for merchandise returns within 60 days from the original purchase date.

| (Percentage of net sales) | ​ | ​ | ​ | 2022 | ​ | 2021 | ​ | 2020 |

| Cosmetics (1) | ​ | ​ | ​ | 43% | ​ | 45% | ​ | 51% |

| Skincare (1) | ​ | ​ | ​ | 17% | ​ | 16% | ​ | 14% |

| Fragrance and bath | ​ | ​ | ​ | 14% | ​ | 12% | ​ | 9% |

| | (1) | Certain sales departments were reclassified between categories in the prior year to conform to current year presentation. |

| ​ | ​ | January 29, | | ​ | January 30, | |

| (In thousands) | ​ | 2022 | | | 2021 | |

Property and equipment and internal use software

| ​ | ​ | January 29, | | ​ | January 30, | |

| (In thousands) | | 2022 | | | 2021 | |

| ​ | ​ | | 2,633,011 | ​ | | 2,567,816 |

Internal use software

As of January 29, 2022, capitalized costs related to cloud computing arrangements of $23,379 was classified as prepaid expenses and other current assets and $22,596 was classified as other long-term assets in the consolidated balance sheets.

As of January 30, 2021, capitalized costs related to cloud computing arrangements of $18,773 was classified as prepaid expenses and other current assets and $16,694 was classified as other long-term assets in the consolidated balance sheets.

Expense related to cloud computing arrangements was $62,215, $49,615, and $38,034 in fiscal 2021, fiscal 2020, and fiscal 2019, respectively, and was included in SG&A expenses in the consolidated statements of income.

6.

| ​ | ​ | January 29, | | ​ | January 30, | |

| --- | --- |

Adoption of New Accounting Standards

As discussed in the Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842) using the modified retrospective approach.

| ​ ​ ​ | ​ |

| Description of the matter | As described in Notes 2 and 6 to the consolidated financial statements, the Company evaluates if there are indicators of impairment for long-lived tangible and right of use assets in accordance with ASC 360, Property, Plant, and Equipment. The Company’s first step is to determine whether indicators of impairment exist in its long-lived assets (property and equipment and leasehold improvements and operating lease right-of-use assets) at the individual retail store level, which is the lowest level at which cash flows can be identified. If indicators of impairment are identified for any retail stores, the Company evaluates if the projected undiscounted cash flows derived from continued retail operations by those stores are less than their carrying amounts. When this is the case, the Company compares the calculated fair value of the respective retail store to its carrying value. If fair value is less than the carrying value, an impairment loss is recorded. For the year ended January 30, 2021, the Company recorded impairment charges of $41,948 thousand and $19,569 thousand related to operating retail stores and closed stores, respectively, as the Company experienced lower than projected revenues for certain stores due to the COVID-19 pandemic. Significant assumptions used in the Company’s projected undiscounted cash flow analyses included estimates of future revenue growth rates and operating expenses. Additionally, significant assumptions utilized in the fair value analyses included the aforementioned assumptions, as well as market-based assumptions such as a discount rate and market rents. This led to a high degree of auditor judgment and subjectivity in performing procedures and in assessing the assumptions utilized to project the undiscounted cash flows generated by retail stores with indicators of impairment, for purposes of determining if such cash flows were less than the carrying amount as well as in evaluating the assumptions utilized to estimate the fair value of those retail stores to calculate the impairment all of which can be affected by expectations about future market or economic conditions including outcomes resulting from the COVID-19 pandemic. |

| How we addressed the matter in our audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s processes over the identification of indicators of impairment, the assessment of the projected undiscounted cash flows to be generated by retail stores with indicators of impairment, the determination of the fair value of the retail stores and the measurement of any resulting impairment. These controls include, among others, management’s evaluation of indicators of impairment, management’s review of the assumptions utilized to develop the projected undiscounted cash flows and the related fair value estimates, and management’s testing of the completeness and accuracy of the underlying data utilized to project future operating results for the retail stores. Our testing of the Company’s impairment analyses included, among other procedures, testing the completeness of retail stores evaluated for impairments, management’s process for developing the undiscounted cash flows, evaluating the models used and evaluating significant assumptions discussed above used to project the undiscounted cash flows and the incremental assumptions discussed above used to estimate fair value. For example, we compared the significant assumptions used by management to historical results and current industry and economic trends. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the individual retail stores that would result from changes in the |

| | underlying assumptions. We involved our valuation specialists to assist in our evaluation of the fair value estimate specific to evaluating the discount rate and market rents. ​ |

March 26, 2021

| Deferred rent | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 27,064 |

| Proceeds from short-term investments | ​ | ​ | 110,000 | ​ | ​ | — | ​ | ​ | 506,193 |

| Purchases of equity investments | ​ | ​ | (5,665) | ​ | ​ | (62,946) | ​ | ​ | (2,101) |

| Cash and cash equivalents at beginning of year | ​ | ​ | 392,325 | ​ | ​ | 409,251 | ​ | ​ | 277,445 |

| Balance – February 3, 2018 | ​ | 61,441 | ​ | $ | 614 | ​ | (619) | ​ | $ | (18,767) | ​ | $ | 698,917 | ​ | $ | 1,093,453 | ​ | $ | — | ​ | $ | 1,774,217 |

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 658,559 | ​ | ​ | — | ​ | ​ | 658,559 |

| Adoption of accounting standards - ASC 606 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (29,980) | ​ | ​ | — | ​ | ​ | (29,980) |

| Repurchase of common shares | ​ | (2,464) | ​ | ​ | (25) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (616,169) | ​ | ​ | — | ​ | ​ | (616,194) |

On January 29, 2017, Ulta Salon, Cosmetics & Fragrance, Inc. implemented a holding company reorganization.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations.

While the full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated, the Company has made accounting estimates based on the facts and circumstances available as of the reporting date.

Actual amounts could differ from these estimates, and such differences could be material.

Short-term investments

The balance sheet classification of investments is determined at the time of purchase and evaluated 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 16, “Investments”).

Receivables consist principally of amounts due from vendors and amounts related to the employee retention credit (see Note 3, “Impact of the COVID-19 pandemic”).

The receivable for vendor allowances was $90,271 and $113,048 as of January 30, 2021 and February 1, 2020, respectively.

The allowance for doubtful receivables was $768 and $1,363 as of January 30, 2021 and February 1, 2020, respectively.

The receivable for the employee retention credit was $52,405 as of January 30, 2021.

There was no receivable for the employee retention credit as of February 1, 2020.

Costs incurred to obtain or develop internal use software are capitalized.

The Company adopted ASU 2016-02, Leases (Topic 842) on February 3, 2019 using the modified retrospective approach.

Results and disclosure requirements for reporting periods beginning February 3, 2019 and later are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported under Topic 840.

| --- | --- | --- |

The Company provides refunds for merchandise returns within 60 days from the original purchase date; however, due to store closures during the first half of fiscal 2020, we extended our return policy to 180 days through November 16, 2020.

for collecting and remitting state sales tax.

Advertising expense, exclusive of incentives from vendors and start-up advertising expense, is presented in the following table:

knowledge of all relevant information.

Recent accounting pronouncements not yet adopted

_Intangibles – Goodwill and Other-Internal-Use Software._

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which clarifies and aligns the accounting for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

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 Bolingbrook, State of Illinois, on March [removed: 26, 2021.][added: 25, 2022.]

| Signatures | [removed: ​] | Title | [removed: ​] | Date |

| /s/ [removed: Mary N. Dillon] [added: David C. Kimbell] | ​ | Chief Executive Officer and | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| [removed: Mary N. Dillon] [added: David C. Kimbell] | ​ | Director (Principal Executive Officer) | ​ | ​ |

| /s/ Scott M. Settersten | ​ | Chief Financial Officer, Treasurer | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Sally E. Blount | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Michelle L. Collins | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Catherine Halligan | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Charles Heilbronn | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Patricia A. Little | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Michael R. MacDonald | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ George Mrkonic | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Michael C. Smith | ​ | Director | ​ | March [removed: 26, 2021] [added: 25, 2022] |

| /s/ Mary N. Dillon | ​ | Executive Chair of the Board of Directors | ​ | March 25, 2022 |

| Mary N. Dillon | ​ | ​ | ​ | ​ |

| /s/ Kelly E. Garcia | ​ | Director | ​ | March 25, 2022 |

| Kelly E. Garcia | ​ | ​ | ​ | ​ |

| /s/ Lorna E. Nagler | ​ | Lead Independent Director of the Board of Directors | ​ | March 25, 2022 |

| ​ | ​ | ​ | ​ | ​ |

| /s/ Gisel Ruiz | ​ | Director | ​ | March 25, 2022 |

| Gisel Ruiz | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ |

| /s/ Robert F. DiRomualdo | ​ | Chairperson of the Board of Directors | ​ | March 26, 2021 |

| Robert F. DiRomualdo | ​ | ​ | ​ | ​ |

| /s/ Lorna E. Nagler | ​ | Director | ​ | March 26, 2021 |