Item 15. Exhibits and Financial Statement Schedules

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

​	​
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)	47
Consolidated Balance Sheets	51
Consolidated Statements of Income	52
Consolidated Statements of Comprehensive Income	53
Consolidated Statements of Cash Flows	54
Consolidated Statements of Stockholders’ Equity	55
Notes to Consolidated Financial Statements	56
Schedule II – Valuation and Qualifying Accounts	76

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​

Report of Independent Registered Public Accounting Fir****m

The Stockholders and the Board of Directors of Ulta Beauty, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January 29, 2022, and January 30, 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 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 29, 2022 and 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 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 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 25, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) 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 the critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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​	​
​	Loyalty Program
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 Note 2 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 as the calculation involved management’s assumptions, such as the standalone selling price and expected redemption 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 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 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.

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/s/ Ernst & Young LLP

​

We have served as the Company’s auditor since 1997.

​

Chicago, Illinois

March 25, 2022

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​

Report of Independent Registered Public Accounting Firm

The Stockholders’ and the Board of Directors Ulta Beauty, Inc.

​

Opinion on Internal Control over Financial Reporting

​

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of January 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 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 29, 2022 and January 30, 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 29, 2022, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated March 25, 2022 expressed an unqualified opinion thereon.

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Basis for Opinion

​

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

​

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

​

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

​

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

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

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/s/ Ernst & Young LLP

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Chicago, Illinois

March 25, 2022

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Ulta Beauty, Inc.

Consolidated Balance Sheets

​

​

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands, except per share data)		2022			2021
Assets	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	431,560	​	$	1,046,051
Receivables, net	​	​	233,682	​	​	193,109
Merchandise inventories, net	​	​	1,499,218	​	​	1,168,215
Prepaid expenses and other current assets	​	​	110,814	​	​	107,402
Prepaid income taxes	​	​	5,909	​	​	—
Total current assets	​	​	2,281,183	​	​	2,514,777
​	​	​	​	​	​	​
Property and equipment, net	​	​	914,476	​	​	995,795
Operating lease assets	​	​	1,482,256	​	​	1,504,614
Goodwill	​	​	10,870	​	​	10,870
Other intangible assets, net	​	​	1,538	​	​	2,465
Deferred compensation plan assets	​	​	38,409	​	​	33,223
Other long-term assets	​	​	35,647	​	​	28,225
Total assets	​	$	4,764,379	​	$	5,089,969
​	​	​	​	​	​	​
Liabilities and stockholders’ equity	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	552,730	​	$	477,052
Accrued liabilities	​	​	364,797	​	​	296,334
Deferred revenue	​	​	353,579	​	​	274,383
Current operating lease liabilities	​	​	274,118	​	​	253,415
Accrued income taxes	​	​	12,786	​	​	42,529
Total current liabilities	​	​	1,558,010	​	​	1,343,713
​	​	​	​	​	​	​
Non-current operating lease liabilities	​	​	1,572,638	​	​	1,643,386
Deferred income taxes	​	​	39,693	​	​	65,359
Other long-term liabilities	​	​	58,665	​	​	37,962
Total liabilities	​	​	3,229,006	​	​	3,090,420
​	​	​	​	​	​	​
Commitments and contingencies (Note 9)	​	​	​	​	​	​
​	​	​	​	​	​	​
Stockholders' equity:	​	​	​	​	​	​
Common stock, $0.01 par value, 400,000 shares authorized; 53,049 and 56,952 shares issued; 52,311 and 56,260 shares outstanding; at January 29, 2022 and January 30, 2021, respectively	​	​	530	​	​	569
Treasury stock-common, at cost	​	​	(53,478)	​	​	(37,801)
Additional paid-in capital	​	​	934,945	​	​	847,303
Retained earnings	​	​	653,376	​	​	1,189,422
Accumulated other comprehensive income	​	​	—	​	​	56
Total stockholders’ equity	​	​	1,535,373	​	​	1,999,549
Total liabilities and stockholders’ equity	​	$	4,764,379	​	$	5,089,969

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See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Income

​

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands, except per share data)		2022			2021			2020
Net sales	​	$	8,630,889		$	6,151,953		$	7,398,068
Cost of sales	​	​	5,262,335	​	​	4,202,794	​	​	4,717,004
Gross profit	​	​	3,368,554	​	​	1,949,159	​	​	2,681,064
​	​	​	​	​	​	​	​	​	​
Selling, general and administrative expenses	​	​	2,061,545	​	​	1,583,017	​	​	1,760,716
Impairment, restructuring and other costs	​	​	—	​	​	114,322	​	​	—
Pre-opening expenses	​	​	9,517	​	​	15,000	​	​	19,254
Operating income	​	​	1,297,492	​	​	236,820	​	​	901,094
Interest expense (income), net	​	​	1,663	​	​	5,735	​	​	(5,056)
Income before income taxes	​	​	1,295,829	​	​	231,085	​	​	906,150
Income tax expense	​	​	309,992	​	​	55,250	​	​	200,205
Net income	​	$	985,837	​	$	175,835	​	$	705,945
​	​	​	​	​	​	​	​	​	​
Net income per common share:	​	​	​	​	​	​	​	​	​
Basic	​	$	18.09	​	$	3.12	​	$	12.21
Diluted	​	$	17.98	​	$	3.11	​	$	12.15
​	​	​	​	​	​	​	​	​	​
Weighted average common shares outstanding:	​	​	​	​	​	​	​	​	​
Basic	​	​	54,482	​	​	56,351	​	​	57,840
Diluted	​	​	54,841	​	​	56,558	​	​	58,105

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See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Comprehensive Income

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​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)	​	2022			2021			2020
Net income	​	$	985,837		$	175,835		$	705,945
Other comprehensive income:	​	​	​	​	​	​	​	​	​
Foreign currency translation adjustments	​	​	(56)	​	​	56	​	​	—
Comprehensive income	​	$	985,781	​	$	175,891	​	$	705,945

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See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)	​	2022			2021			2020
Operating activities	​	​	​	​	​	​	​	​	​
Net income	​	$	985,837	​	$	175,835	​	$	705,945
Adjustments to reconcile net income to net cash provided by operating activities:	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	268,460	​	​	297,772	​	​	295,599
Non-cash lease expense	​	​	276,229	​	​	268,071	​	​	278,820
Long-lived asset impairment charge	​	​	—	​	​	72,533	​	​	—
Deferred income taxes	​	​	(25,666)	​	​	(24,008)	​	​	5,503
Stock-based compensation expense	​	​	47,259	​	​	27,583	​	​	25,045
Loss on disposal of property and equipment	​	​	5,358	​	​	6,827	​	​	5,850
Change in operating assets and liabilities:	​	​	​	​	​	​	​	​	​
Receivables	​	​	(40,573)	​	​	(53,772)	​	​	(20,637)
Merchandise inventories	​	​	(331,003)	​	​	125,486	​	​	(79,372)
Prepaid expenses and other current assets	​	​	(3,412)	​	​	(4,363)	​	​	9,289
Income taxes	​	​	(35,652)	​	​	58,916	​	​	610
Accounts payable	​	​	66,156	​	​	62,324	​	​	9,993
Accrued liabilities	​	​	58,598	​	​	58,599	​	​	28,183
Deferred revenue	​	​	79,196	​	​	36,848	​	​	38,481
Operating lease liabilities	​	​	(303,914)	​	​	(297,513)	​	​	(256,910)
Other assets and liabilities	​	​	12,392	​	​	(783)	​	​	54,894
Net cash provided by operating activities	​	​	1,059,265	​	​	810,355	​	​	1,101,293
​	​	​	​	​	​	​	​	​	​
Investing activities	​	​	​	​	​	​	​	​	​
Purchases of short-term investments	​	​	—	​	​	—	​	​	(110,000)
Proceeds from short-term investments	​	​	—	​	​	110,000	​	​	—
Capital expenditures	​	​	(172,187)	​	​	(151,866)	​	​	(298,534)
Acquisitions, net of cash acquired	​	​	—	​	​	(1,220)	​	​	—
Other investments	​	​	(4,297)	​	​	(5,665)	​	​	(62,946)
Net cash used in investing activities	​	​	(176,484)	​	​	(48,751)	​	​	(471,480)
​	​	​	​	​	​	​	​	​	​
Financing activities	​	​	​	​	​	​	​	​	​
Proceeds from long-term debt	​	​	—	​	​	800,000	​	​	—
Payments on long-term debt	​	​	—	​	​	(800,000)	​	​	—
Repurchase of common shares	​	​	(1,521,925)	​	​	(114,895)	​	​	(680,979)
Stock options exercised	​	​	40,386	​	​	12,229	​	​	43,780
Purchase of treasury shares	​	​	(15,677)	​	​	(3,353)	​	​	(9,540)
Debt issuance costs	​	​	—	​	​	(1,915)	​	​	—
Net cash used in financing activities	​	​	(1,497,216)	​	​	(107,934)	​	​	(646,739)
​	​	​	​	​	​	​	​	​	​
Effect of exchange rate changes on cash and cash equivalents	​	​	(56)	​	​	56	​	​	—
Net increase (decrease) in cash and cash equivalents	​	​	(614,491)	​	​	653,726	​	​	(16,926)
Cash and cash equivalents at beginning of year	​	​	1,046,051	​	​	392,325	​	​	409,251
Cash and cash equivalents at end of year	​	$	431,560	​	$	1,046,051	​	$	392,325
​	​	​	​	​	​	​	​	​	​
Supplemental information	​	​	​	​	​	​	​	​	​
Cash paid for interest	​	$	2,132	​	$	6,987	​	$	—
Income taxes paid, net of refunds	​	​	370,646	​	​	19,454		​	133,861
Non-cash capital expenditures	​	​	39,874	​	​	20,487	​	​	26,901

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​				​	Treasury -				​	​		​	​		​	Accumulated		​	​	​
​	​	Common Stock				​	Common Stock				​	Additional		​	​		​	Other		​	Total
​	​	Issued	​	​		​	Treasury	​	​		​	Paid-In		​	Retained		​	Comprehensive		​	Stockholders'
(In thousands)		Shares		Amount			Shares		Amount			Capital			Earnings		​	Income		​	Equity
Balance – February 2, 2019	​	59,232	​	$	592	​	(648)	​	$	(24,908)	​	$	738,671	​	$	1,105,863	​	$	—	​	$	1,820,218
Net income	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	705,945	​	​	—	​	​	705,945
Stock-based compensation	​	—	​	​	—	​	—	​	​	—	​	​	25,045	​	​	—	​	​	—	​	​	25,045
Adoption of accounting standards - ASC 842	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(2,375)	​	​	—	​	​	(2,375)
Stock options exercised and other awards	​	374	​	​	4	​	—	​	​	—	​	​	43,776	​	​	—	​	​	—	​	​	43,780
Purchase of treasury shares	​	—	​	​	—	​	(28)	​	​	(9,540)	​	​	—	​	​	—	​	​	—	​	​	(9,540)
Repurchase of common shares	​	(2,321)	​	​	(23)	​	—	​	​	—	​	​	—	​	​	(680,956)	​	​	—	​	​	(680,979)
Balance – February 1, 2020	​	57,285	​	$	573	​	(676)	​	$	(34,448)	​	$	807,492	​	$	1,128,477	​	$	—	​	$	1,902,094
Net income	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	175,835	​	​	—	​	​	175,835
Stock-based compensation	​	—	​	​	—	​	—	​	​	—	​	​	27,583	​	​	—	​	​	—	​	​	27,583
Foreign currency translation adjustments	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	56	​	​	56
Stock options exercised and other awards	​	142	​	​	1	​	—	​	​	—	​	​	12,228	​	​	—	​	​	—	​	​	12,229
Purchase of treasury shares	​	—	​	​	—	​	(16)	​	​	(3,353)	​	​	—	​	​	—	​	​	—	​	​	(3,353)
Repurchase of common shares	​	(475)	​	​	(5)	​	—	​	​	—	​	​	—	​	​	(114,890)	​	​	—	​	​	(114,895)
Balance – January 30, 2021	​	56,952	​	$	569	​	(692)	​	$	(37,801)	​	$	847,303	​	$	1,189,422	​	$	56	​	$	1,999,549
Net income	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	985,837	​	​	—	​	​	985,837
Stock-based compensation	​	—	​	​	—	​	—	​	​	—	​	​	47,259	​	​	—	​	​	—	​	​	47,259
Foreign currency translation adjustments	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	(56)	​	​	(56)
Stock options exercised and other awards	​	347	​	​	3	​	—	​	​	—	​	​	40,383	​	​	—	​	​	—	​	​	40,386
Purchase of treasury shares	​	—	​	​	—	​	(46)	​	​	(15,677)	​	​	—	​	​	—	​	​	—	​	​	(15,677)
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

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See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.Notes to Consolidated Financial Statements(In thousands, except per share and store count data)

1. Business and basis of presentation

Ulta Beauty, Inc. was founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The stores also feature full-service salons. As used in these notes and throughout this Annual Report on Form 10-K, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

As of January 29, 2022, the Company operated 1,308 stores across 50 states.

The Company has one reportable segment, which includes retail stores, salon services, and e-commerce.

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2. Summary of significant accounting policies

Fiscal year

The Company’s fiscal year is the 52 or 53 weeks ending on the Saturday closest to January 31. The Company’s fiscal years ended January 29, 2022 (fiscal 2021), January 30, 2021 (fiscal 2020), and February 1, 2020 (fiscal 2019) were 52-week years.

Consolidation

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

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. The Company considers its accounting policies relating to inventory valuations, vendor allowances, impairment of long-lived tangible and right-of-use assets, loyalty program and income taxes to be the most significant accounting policies that involve management estimates and judgments. 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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Cash and cash equivalents

Cash equivalents include highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less from the date of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit card and debit card transactions. These receivables typically settle in five days or less with little or no default risk.

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​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)	​	2022			2021
Cash	​	$	165,122	​	$	887,299
Short-term investments	​	​	199,939	​	​	99,986
Receivables from third-party financial institutions for credit card and debit card transactions	​	​	66,499	​	​	58,766
Cash and cash equivalents	​	$	431,560	​	$	1,046,051

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Fair value of financial instruments

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to the short maturities of these instruments. There was no outstanding debt as of January 29, 2022 and January 30, 2021.

Receivables

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. The Company does not require collateral on its receivables and does not accrue interest. Credit risk with respect to receivables is limited due to the diversity of vendors comprising the Company’s vendor base. The Company performs ongoing credit evaluations of its vendors and evaluates the collectability of its receivables based on the length of time the receivable is past due and historical experience.

​

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)	​	2022			2021
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
Allowance for doubtful accounts	​	​	(1,005)	​	​	(768)
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.

Vendor allowances

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

Merchandise inventories

Merchandise inventories are stated at the lower of cost or net realizable value. Cost is determined using the moving average cost method and includes costs incurred to purchase and distribute goods. Inventory cost also includes vendor allowances related to co-op advertising, markdowns, and volume discounts. The Company maintains an inventory reserve for lower of cost or net realizable value and shrink. The inventory reserve was $26,882 and $52,860 as of January 29, 2022 and January 30, 2021, respectively.

Property and equipment and internal use software

Property and equipment is stated at cost, net of accumulated depreciation, and depreciated using the straight-line method over the shorter of the assets’ estimated useful lives or lease term. Leasehold improvements purchased after the beginning of the initial lease term are amortized over the shorter of the assets’ useful lives or a term that includes the original lease term, plus any renewals that are reasonably certain at the date the leasehold improvements are acquired. Repair and maintenance costs are expensed as incurred.

​	​	​	​	​	​	​
Equipment and fixtures	​	​	​	​	​	1 to 10 years
Electronic equipment and software	​	​	​	​	​	3 to 5 years

​

Costs incurred to obtain or develop internal use software that are capitalized are amortized on a straight-line basis over the estimated useful life of the 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.

Impairment of long-lived tangible and right-of-use assets

The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets. The asset group identified is at the store level and includes both property and equipment and operating lease assets.

Significant estimates are used in determining future cash flows of each store over its remaining lease term including our expectations of future projected cash flows including revenues and operating expenses. An impairment loss is recorded if the carrying amount of the long-lived asset exceeds its fair value.

Long-lived tangible and right-of-use assets are evaluated for indicators of impairment quarterly or when events or changes in circumstances indicate that their carrying amounts may not be recoverable. An undiscounted cash flow analysis is performed over the asset group. Asset groups are written down only to the extent that their carrying value exceeds their respective fair value. Fair values of the asset group are determined by discounting the cash flows at a rate that approximates the cost of capital of a market participant. Management’s forecast of future cash flows is based on the income approach. The fair value of individual right-of-use assets is determined under the market approach using estimated market rent assessments based on broker quotes.

​

The determination of fair value under the income approach requires assumptions including forecasts of future cash flows (such as revenue growth rates and operating expenses) and selection of a market-based discount rate. Estimates of market rent are based on non-binding broker quotes. As these inputs are unobservable, they are classified as Level 3 inputs under the fair value hierarchy (see Note 13, “Fair value measurements”). If actual results are not consistent with estimates and assumptions used in estimating future cash flows and asset fair values, there may be exposure to additional impairment losses in a future period (see Note 4, “Impairment, restructuring and other costs”).

​

​

​

​

​

​

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired. The recoverability of goodwill is reviewed annually during the fourth quarter or more frequently if an event occurs or circumstances change that would indicate that impairment may exist (see Note 6, “Goodwill”).

​

Other intangible assets

​

Other definite-lived intangible assets are amortized over their useful lives. The recoverability of intangible assets is reviewed whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable (see Note 7, “Other intangible assets”).

​

Leases

The Company determines whether an arrangement is or contains a lease at contract inception. The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain.

Total rent payable is recorded during the lease term, including rent escalations in which the amount of future rent is fixed on the straight-line basis over the term of the lease (including the rent holiday period beginning upon control of the premises and any fixed payments stated in the lease). For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. Tenant incentives are amortized through the right-of-use asset as reduction of rent expense over the lease term. The difference between the minimum rents paid and the straight-line rent is reflected within the right-of-use asset.

​

Certain leases contain provisions that require variable payments based upon sales volume or payment of common area maintenance costs, real estate taxes, and insurance related to leases (variable lease cost). Variable lease costs are expensed as incurred. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where variable lease costs are paid. Contingent rent is accrued each period as the liabilities are incurred, in addition to the straight-line rent expense. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where contingent rent is paid.

​

Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet. Short-term lease expense is recognized on a straight-line basis over the lease term.

The Company subleases certain real estate to third parties for stores with excess square footage space.

​

The Company does not separate lease and non-lease components (e.g., common area maintenance).

​

As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As there are no outstanding borrowings under the Company’s credit facility, this rate is estimated based on prevailing market conditions, comparable company and credit analysis, and judgment. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract (see Note 8, “Leases”).

​

​

​

​

​

Loyalty program

The Company maintains a loyalty program, Ultamate Rewards, which allows members to earn points based on purchases of merchandise or services. Points earned are valid for at least one year. The loyalty program represents a material right to the customer and points may be redeemed on future products and services. Revenue from the loyalty program is recognized when the members redeem points or points expire. The Company defers revenue related to points earned that have not yet been redeemed. The amount of deferred revenue includes estimates for the standalone selling price of points earned by members and the percentage of points expected to be redeemed. The expected redemption percentage is based on historical redemption patterns and considers current information or trends. When a guest redeems points or the points expire, the Company recognizes revenue in net sales on the consolidated statements of income.

Credit cards

The Company has agreements (the Agreements) with third parties to provide guests with private label credit cards and/or co-branded credit cards (collectively, the Credit Cards). The private label credit card can be used at any store location and online, and the co-branded credit card can be used anywhere the co-branded card is accepted. A third-party financing company is the sole owner of the accounts and underwrites the credit issued under the Credit Card programs. The Company’s performance obligation is to maintain the Ultamate Rewards loyalty program as only guests enrolled in the loyalty program can apply for the Credit Cards. Loyalty members earn points through purchases at Ulta Beauty and anywhere the co-branded credit card is accepted, including Ulta Beauty at Target.

The third parties reimburse the Company for certain credit card program costs such as advertising and loyalty points, which help promote the credit card program. The Company recognizes revenue when collectability is reasonably assured, under the assumption the amounts are not constrained and it is probable that a significant revenue reversal will not occur in future periods, which is generally the time at which the actual usage of the Credit Cards or specified transaction occurs.

The Company accounts for the amounts associated with the Agreements as a single contract with the sole commercial objective to maintain the Credit Card programs. As a result, all amounts associated with the Agreements are recognized within net sales on the consolidated statements of income.

Gift card program

The Company records a contract liability for gift card sales which will be redeemed in the future within deferred revenue on the consolidated balance sheets and recognized in net sales when the gift card is redeemed for product or services. Gift cards do not expire and do not include service fees that decrease guest balances. The Company maintains historical data related to gift card transactions sold and redeemed over a significant time frame. Gift card breakage (amounts not expected to be redeemed) is recognized to the extent there is no requirement for remitting balances to governmental agencies under unclaimed property laws. Estimated gift card breakage revenue is recognized over time in proportion to actual gift card redemptions. Gift card breakage revenue was $15,266, $11,717, and $12,448 in fiscal 2021, 2020, and 2019, respectively.

Revenue recognition

Revenue is recognized when control of the promised goods or services is transferred to the guest, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

	●	Identification of the contract, or contracts, with a guest;

	●	Identification of the performance obligations in the contract;

	●	Determination of the transaction price;

	●	Allocation of the transaction price to the performance obligations in the contract; and

	●	Recognition of revenue when, or as, a performance obligation is satisfied.

​

Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue.

Revenue from merchandise sales at retail stores is recognized at the point of sale, net of estimated returns. Revenue from e-commerce merchandise sales is recognized upon shipment to the guest or guest pickup of the merchandise based on meeting the transfer of control criteria, net of estimated returns. Salon services revenue is recognized at the time the service is provided to the guest. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to e-commerce sales at the time control of the merchandise passes to the customer, which is at the time of shipment or guest pickup. The Company provides refunds for merchandise returns within 60 days from the original purchase date. State sales taxes are presented on a net basis as the Company considers itself a pass-through conduit for collecting and remitting state sales tax. Company coupons and other incentives are recorded as a reduction of net sales.

Advertising

Advertising costs primarily consist of print, digital and social media, and television and radio advertising. Costs related to advertising are expensed in the period the related promotional event occurs.

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)	​	2022			2021			2020
Advertising expense	​	$	387,794	​	$	281,573	​	$	317,865
Advertising expense as a percentage of net sales	​	​	4.5%	​	​	4.6%	​	​	4.3%

​

Prepaid advertising costs included in prepaid expenses and other current assets on the consolidated balance sheets were $7,612 and $7,112 as of January 29, 2022 and January 30, 2021, respectively.

Pre-opening expenses

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

Cost of sales

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

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses includes payroll, bonus, and benefit costs for retail and corporate employees; advertising and marketing costs; occupancy costs related to our corporate office facilities; stock-based compensation expense; depreciation and amortization for all assets, except those related to our retail store and distribution operations, which are included in cost of sales; and legal, finance, information systems, and other corporate overhead costs.

Income taxes

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

Income tax benefits related to uncertain tax positions are recognized only when it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Penalties and interest related to unrecognized tax positions are recorded in income tax expense in the consolidated statements of income (see Note 11, “Income taxes”).

Stock-based compensation

Stock-based compensation expense is measured at grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period for awards expected to vest. Stock-based compensation expense was $47,259, $27,583, and $25,642 in fiscal 2021, 2020, and 2019, respectively (see Note 15, “Stock-based compensation”).

Insurance expense

The Company has insurance programs with third party insurers for employee health, workers compensation, and general liability, among others, to limit the Company’s liability exposure. The insurance programs are premium based and include retentions, deductibles, and stop loss coverage. Current stop loss coverage per claim is $400 for employee health claims, $100 for general liability claims, and $250 for workers compensation claims. The Company makes collateral and premium payments during the plan year and accrues expenses in the event additional premium is due from the Company based on actual claim results. UB Insurance, Inc., an Arizona-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries of the Company premiums to insure certain liability exposures. Pursuant to Arizona insurance regulations, UB Insurance, Inc. maintains certain levels of cash and cash equivalents related to its liability exposures.

Net income per common share

Basic net income per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share includes dilutive common stock equivalents, using the treasury stock method (see Note 16, “Net income per common share”).

Recently adopted accounting pronouncements

Taxes – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.

​

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intraperiod allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted the new guidance as of January 31, 2021, and its adoption had no impact on the Company’s consolidated financial position, results of operations, or cash flows.

​

​

​

3. Revenue

Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue sources include the private label and co-branded credit card programs and royalties derived from the partnership with Target, as well as deferred revenue related to the loyalty program and gift card breakage.

​

Disaggregated revenue

​

The following table sets forth the approximate percentage of net sales by primary category:

​	​	​	​	​	​	​	​	​
​	​	​	​	Fiscal year ended
​	​	​	​	January 29,	​	January 30,	​	February 1,
(Percentage of net sales)	​	​	​	2022	​	2021	​	2020
Cosmetics (1)	​	​	​	43%	​	45%	​	51%
Haircare products and styling tools (1)	​	​	​	20%	​	20%	​	18%
Skincare (1)	​	​	​	17%	​	16%	​	14%
Fragrance and bath	​	​	​	14%	​	12%	​	9%
Services	​	​	​	3%	​	3%	​	5%
Accessories and other (1)	​	​	​	3%	​	4%	​	3%
​	​	​	​	100%	​	100%	​	100%

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

Deferred revenue

​

Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer additional goods or services to a guest for which the Company has received consideration, such as unredeemed Ultamate Rewards loyalty points and unredeemed Ulta Beauty gift cards. In addition, breakage on gift cards is recognized proportionately as redemption occurs.

The following table provides a summary of the changes included in deferred revenue during fiscal 2021 and 2020:

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)	​	2022			2021
Beginning balance	​	$	269,032	​	$	230,011
Additions to contract liabilities (1)	​	​	261,139	​	​	200,267
Deductions to contract liabilities (2)	​	​	(184,965)	​	​	(161,246)
Ending balance	​	$	345,206	​	$	269,032

	(1)	Loyalty points and gift cards issued in the current period but not redeemed or expired.

	(2)	Revenue recognized in the current period related to the beginning liability.

Other amounts included in deferred revenue were $8,373 and $5,351 at January 29, 2022 and January 30, 2021, respectively.

​

​

4. Impairment, restructuring and other costs

​

The following table provides a summary of the impairment, restructuring and other costs during fiscal 2020:

​

​	​	​	​	​
​	​	​	Fiscal year ended
​	​	​	January 30,
(In thousands)		​	2021
Impairment of long-lived tangible and right-of-use assets (1)	​	​	$	41,948
​	​	​	​	​
Store closures	​	​	​	​
Impairment of long-lived tangible and right-of-use assets (1)	​	​	​	19,569
Lease termination costs	​	​	​	7,443
Severance (2)	​	​	​	489
Total store closures	​	​	​	27,501
​	​	​	​	​
Suspension of Canadian expansion	​	​	​	​
Impairment of long-lived tangible and right-of-use assets (1)	​	​	​	11,016
Lease termination costs	​	​	​	17,388
Severance (2)	​	​	​	717
Total suspension of Canadian expansion	​	​	​	29,121
​	​	​	​	​
Other severance (2)	​	​	​	15,752
Total (3)	​	​	$	114,322

​

	(1)	Amount included in the non-cash $72,533 long-lived asset impairment charge on the consolidated statements of cash flows for the fiscal year ended January 30, 2021.

​

	(2)	As of January 30, 2021, there was $9,476 in accrued liabilities on the consolidated balance sheets for restructuring and was primarily for severance. There was no liability for restructuring as of January 29, 2022.

	(3)	There were no impairment, restructuring and other costs recognized during fiscal 2021 or fiscal 2019.

Impairment of long-lived tangible and right-of-use assets. As a result of the COVID-19 pandemic, the Company experienced lower than projected revenues and identified indicators of impairment for certain retail stores during fiscal 2020. The Company’s analysis indicated that the carrying values of certain long-lived tangible and right-of-use assets exceeded their respective fair values. As a result, the Company recognized impairment charges related to certain retail stores in fiscal 2020. These impairment charges were primarily driven by lower than projected revenues, lower market rate assessments, and the effect of temporary store closures as a result of the COVID-19 pandemic. The Company also recorded long-lived tangible and right-of-use asset impairment charges related to store closures and suspension of the Canadian expansion during fiscal 2020 as described below.

​

Store closures. The Company permanently closed 19 stores in the third quarter of fiscal 2020. The impairment charges recognized in fiscal 2020 reduced the carrying value of the long-lived tangible and right-of-use assets to their fair value.

​

Suspension of Canadian expansion. In fiscal 2019, the Company announced plans to expand internationally with an initial launch into Canada. The Company continues to believe international markets provide a long-term growth opportunity. However, as a result of the COVID-19 pandemic, in September 2020 the Company decided to prioritize growth of its U.S. operations and suspended its planned expansion to Canada. Investments to support the expansion into Canada were limited to early-stage infrastructure buildout and lease obligations for a small number of stores. Impairment, restructuring and other costs related to suspension of the Canada expansion were recognized in fiscal 2020.

​

Other severance. As part of the efforts to optimize its cost structure, the Company eliminated certain field and corporate roles. As a result, severance expense was recognized during fiscal 2020.

5. Property and equipment and internal use software

Property and equipment

​

Property and equipment consists of the following:

​

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)		2022			2021
Equipment and fixtures	​	$	1,118,312	​	$	1,083,509
Leasehold improvements	​		813,068	​		782,036
Electronic equipment and software	​		609,734	​		649,603
Construction-in-progress	​		91,897	​		52,668
​	​		2,633,011	​		2,567,816
Less: accumulated depreciation and amortization	​		(1,718,535)	​		(1,572,021)
Property and equipment, net	​	$	914,476	​	$	995,795

​

​

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. Goodwill

The changes in the carrying amounts of goodwill during the fiscal 2021 and 2020 are as follows:

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)	​	2022			2021
Balance at beginning of the period	​	$	10,870	​	$	10,870
Acquisitions	​	​	—	​	​	—
Balance at the end of the period	​	$	10,870	​	$	10,870

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7. Other intangible assets

​

Other intangible assets subject to amortization consists of the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	January 29, 2022								​	January 30, 2021
​	​	Weighted-average	​	Gross		​	​		​	​		​	Gross		​	​		​	​
​	​	remaining useful	​	carrying		​	Accumulated		​	​		​	carrying		​	Accumulated		​	​
(In thousands)		life in years		value			amortization			Net			value			amortization			Net
Developed technology	​	1.7	​	$	4,631	​	$	(3,093)	​	$	1,538	​	$	4,631	​	$	(2,166)	​	$	2,465

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Amortization expense related to intangible assets was $926 in fiscal 2021, fiscal 2020, and fiscal 2019.

​

Estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Estimated
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	amortization
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	expense
Fiscal year		​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	(In thousands)
2022	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	$	926
2023	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	612
2024	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	—
2025	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	—
2026	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	—
2027 and thereafter	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	$	1,538

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8. Leases

The Company leases retail stores, distribution centers, fast fulfillment centers, corporate offices, and certain equipment under non-cancelable operating leases with various expiration dates through 2033. All leases are classified as operating leases and generally have initial lease terms of 10 years and when determined applicable, include renewal options under substantially the same terms and conditions as the original leases. Leases do not contain any material residual value guarantees or material restrictive covenants.

​

The following table presents supplemental balance sheet information, the weighted-average remaining lease term, and discount rate for operating leases:

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	​	​	​	January 29,		​	January 30,
(In thousands)	​	Classification on the Balance Sheet		2022		​	2021
Right-of-use assets	​	Operating lease assets	​	$	1,482,256	​	$	1,504,614
​	​	​	​	​	​	​	​	​
Current lease liabilities	​	Current operating lease liabilities	​	$	274,118	​	$	253,415
Non-current lease liabilities	​	Non-current operating lease liabilities	​	​	1,572,638	​	​	1,643,386
Total lease liabilities	​	​	​	$	1,846,756	​	$	1,896,801
​	​	​	​	​	​	​	​	​
Weighted-average remaining lease term	​	​		​	6.6 years	​	​	6.9 years
Weighted-average discount rate	​	​	​	​	3.3%	​	​	3.6%

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Lease cost

​

The following table presents the components of lease cost for operating leases:

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Fiscal Year Ended
​	​	​	​	January 29,			January 30,			February 1,
(In thousands)		Classification on the Statement of Income		2022			2021			2020
Operating lease cost	​	Cost of sales (1)	​	$	311,546	​	$	304,743	​	$	289,007
Variable lease cost	​	Cost of sales	​	​	77,431	​	​	80,557	​	​	77,142
Short-term lease cost	​	Selling, general and administrative expenses	​	​	408	​	​	567	​	​	352
Sublease income	​	Net sales	​	​	(835)	​	​	(827)	​	​	(691)
Total lease cost	​	​	​	$	388,550	​	$	385,040	​	$	365,810

	(1)	The majority of operating lease cost relates to retail stores, distribution centers, and fast fulfillment centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within the selling,

		general and administrative expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses.

Other information

​

The following table presents supplemental disclosures of cash flow information related to operating leases:

​

​	​	​	​	​	​	​	​	​	​
​		Fiscal Year Ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)		2022		​	2021		​	2020
Cash paid for operating lease liabilities (1)	​	$	368,498	​	$	354,133	​	$	338,942
Operating lease assets obtained in exchange for operating lease liabilities (non-cash)	​	​	253,870	​	​	255,966	​	​	355,286

	(1)	Excludes $28,591, $33,092, and $71,294 related to cash received for tenant incentives as of January 29, 2022, January 30, 2021, and February 1, 2020, respectively.

​

Maturity of lease liabilities

​

The following table presents maturities of operating lease liabilities:

​

​	​	​	​	​	​
Fiscal year	​	​		(In thousands)
2022	​	​	​	$	330,260
2023	​	​	​	​	349,856
2024	​	​	​	​	318,507
2025	​	​	​	​	289,025
2026	​	​	​	​	250,945
2027 and thereafter	​	​	​	​	517,798
Total lease payments	​	​	​	$	2,056,391
Less: imputed interest	​	​	​	​	(209,635)
Present value of operating lease liabilities	​	​	​	$	1,846,756

​

Operating lease payments exclude $73,646 of legally binding minimum lease payments for leases signed but not yet commenced.

9. Commitments and contingencies

​

Contractual obligations – As of January 29, 2022, the Company had various non-cancelable obligations of $51,056 primarily due to commitments made to a third party for products and services for our strategic investments related to supply chain optimization and information technology systems. A majority of these agreements are due within three years and are recorded as liabilities when the goods are received or the services are rendered. Payments under these agreements were $17,370 as of January 29, 2022.

General litigation – The Company is involved in various legal proceedings that are incidental to the conduct of the business including both class action and single plaintiff litigation. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

10**. Accrued liabilities**

Accrued liabilities consist of the following:

​	​	​	​	​	​	​
​	​	January 29,		​	January 30,
(In thousands)		2022			2021
Accrued payroll, bonus, and employee benefits (1)	​	$	158,017	​	$	143,992
Accrued advertising	​		49,477	​		23,543
Accrued taxes	​		43,464	​		36,787
Other accrued liabilities	​		113,839	​		92,012
Accrued liabilities	​	$	364,797	​	$	296,334

​

	(1)	Includes $43,845 in social security tax payments deferred related to the CARES Act as of January 30, 2021. There was no deferral related to the CARES Act as of January 29, 2022.

11. Income taxes

The provision for income taxes consists of the following:

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)		2022			2021			2020
Current:	​			​			​
Federal	​	$	280,300	​	$	67,724	​	$	163,596
State	​	​	55,358	​	​	11,534	​	​	31,106
Total current	​	​	335,658	​	​	79,258	​	​	194,702
Deferred:	​	​		​	​		​	​
Federal	​	​	(22,936)	​	​	(19,631)	​	​	1,182
State	​	​	(2,730)	​	​	(4,377)	​	​	4,321
Total deferred	​	​	(25,666)	​	​	(24,008)	​	​	5,503
Provision for income taxes	​	$	309,992	​	$	55,250	​	$	200,205

​

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

​

​	​	​	​	​	​	​
​		Fiscal year ended
​	​	January 29,	​	January 30,	​	February 1,
​		2022		2021		2020
Federal statutory rate	​	21.0%	​	21.0%	​	21.0%
State effective rate, net of federal tax benefit		3.3%	​	2.9%	​	3.1%
Executive compensation limitation	​	0.5%	​	1.2%	​	0.2%
Excess deduction of stock compensation	​	(0.5%)	​	(0.3%)	​	(1.1%)
Other		(0.4%)	​	(0.9%)	​	(1.1%)
Effective tax rate		23.9%	​	23.9%	​	22.1%

​

​

Significant components of deferred tax assets and liabilities are as follows:

​

​	​	​	​	​	​	​
​		January 29,		​	January 30,
(In thousands)		2022			2021
Deferred tax assets:		​			​
Operating lease liability	​	$	471,687	​	$	484,780
Reserves not currently deductible	​	​	47,059	​	​	32,590
Accrued liabilities	​		33,289	​		31,056
Employee benefits	​		24,355	​		23,687
Property and equipment	​	​	1,710	​	​	—
Credit carryforwards	​		334	​		291
NOL carryforwards	​	​	303	​	​	255
Inventory valuation	​		—	​		8,386
Total deferred tax assets	​		578,737	​		581,045
Deferred tax liabilities:	​			​
Operating lease asset	​	​	561,137	​	​	561,605
Prepaid expenses	​		45,815	​		46,013
Receivables not currently includable	​	​	5,398	​	​	3,720
Inventory valuation	​	​	3,490	​	​	—
Other	​		2,224	​		1,669
Intangibles	​	​	366	​	​	585
Property and equipment	​		—	​		32,812
Total deferred tax liabilities	​		618,430	​		646,404
Net deferred tax liability	​	$	(39,693)	​	$	(65,359)

​

At January 29, 2022, the Company had $423 of credit carryforwards for state income tax purposes that expire between 2022 and 2025. The Company also had $95 of state net operating loss (NOL) carryforwards that expire by 2040 and $825 of federal and $163 of state NOL carryforwards that do not expire.

The Company accounts for uncertainty in income taxes in accordance with Accounting Standards Codification 740-10. The reserve for uncertain tax positions was $3,389 and $2,783 at January 29, 2022 and January 30, 2021, respectively, which represents the best estimate of the potential liability. A reconciliation of unrecognized tax benefits, excluding interest and penalties, is as follows:

​

​	​	​	​	​	​	​
​		January 29,		​	January 30,
(In thousands)		2022			2021
Balance at beginning of the year	​	$	2,783	​	$	3,536
Increase due to a prior year tax position	​		1,219	​		224
Decrease due to a prior year tax position	​		(613)	​		(977)
Balance at end of the year	​	$	3,389	​	$	2,783

​

The Company acknowledges that the amount of unrecognized tax benefits may change in the next twelve months. However, it does not expect the change to have a significant impact on its consolidated financial statements. Income tax-related interest and penalties were insignificant for fiscal 2021 and 2020.

The Company files tax returns in the U.S. federal and state jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service for years before 2018 and is no longer subject to examinations by state authorities before 2017.

12**. Debt**

On March 11, 2020, the Company entered into Amendment No. 1 to the Second Amended and Restated Loan Agreement (as so amended, the Loan Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead

Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; PNC Bank, National Association, as Documentation Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 11, 2025, provides maximum revolving loans equal to the lesser of $1,000,000 or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), contains a $50,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $100,000, subject to the consent by each lender and other conditions. The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 during such periods when availability under the Loan Agreement falls below a specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0% to 0.125% or the London Interbank Offered Rate plus a margin of 1.125% to 1.250%, with such margins based on the Company’s borrowing availability, and the unused line fee is 0.20% per annum.

As of January 29, 2022 and January 30, 2021, the Company had no borrowings outstanding under the credit facility. The weighted average interest rate was 1.56% for fiscal 2020.

As of January 29, 2022, the Company was in compliance with all terms and covenants of the Loan Agreement.

13. Fair value measurements

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

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

	●	Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

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

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

As of January 29, 2022 and January 30, 2021, there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $40,839 and $32,909, respectively. The liabilities have been categorized as Level 2 as they are based on third-party reported values which are based primarily on quoted market prices of underlying assets of the funds within the plan.

Some assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that are reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

14**. Investments**

Investments in renewable energy projects are accounted for under the equity method of accounting. The balance of these investments was $2,671 and $3,174 as of January 29, 2022 and January 30, 2021, respectively, and is included in other long-term assets on the consolidated balance sheets. The Company did not contribute capital or receive investment tax credits during fiscal 2021. The Company contributed capital of $5,665 and received distributions including $1,689 of investment tax credits during fiscal 2020.

​

The Company made other investments of $4,297 during fiscal 2021.

​

15**. Stock-based compensation**

The Company’s equity incentive plan was adopted in order to attract and retain personnel for positions of substantial authority and to provide additional incentive to employees and directors to promote the success of the business.

The Amended and Restated 2011 Incentive Award Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalent rights, stock payments, deferred stock, and cash-based awards to employees, consultants, and directors. Unless provided otherwise by the administrator of the plan, options vest over four years at the rate of 25% per year from the date of grant and must be exercised within ten years. Options are granted with the exercise price equal to the fair value of the underlying stock on the date of grant. As of January 29, 2022, the plan reserves for the issuance upon grant or exercise of awards up to 2,577 shares of common stock.

The following table presents information related to stock-based compensation:

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)		2022			2021			2020
Stock options	​	$	11,245	​	$	10,757	​	$	8,660
Restricted stock units	​	​	19,286	​	​	16,608	​	​	12,762
Performance-based restricted stock units	​	​	16,728	​	​	218	​	​	4,220
Total stock-based compensation expense	​	$	47,259	​	$	27,583	​	$	25,642
​	​	​	​	​	​	​	​	​	​
Cash received from stock option exercises	​	$	40,386	​	$	12,229	​	$	43,780
Income tax benefit	​	$	7,088	​	$	750	​	$	11,600

​

Stock options

Stock-based compensation expense is measured on the grant date based on the fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for awards expected to vest. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions for the periods indicated:

​

​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
​	Fiscal year ended
​	January 29,		​	January 30,		​	February 1,
​	2022			2021			2020
Volatility rate	​	46.9%	​	​	43.0%	​	​	31.0%
Average risk-free interest rate	​	0.4%	​	​	0.3%	​	​	2.3%
Average expected life (in years)	​	3.9		​	3.4	​		3.5
Dividend yield	​	None		​	None	​		None

​

The expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the United States Treasury yield curve in effect on the date of grant for the respective expected life of the option. The expected life represents the time the options granted are expected to be outstanding. The expected life of options granted is derived from historical data on Ulta Beauty stock option exercises. Forfeitures of stock options are estimated at the grant date based on historical rates of stock option activity and reduce the stock-based compensation expense recognized. The Company does not currently pay a regular dividend.

The following table presents information related to common stock options:

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands, except weighted-average grant date fair value)		2022			2021			2020
Weighted-average grant date fair value	​	$	109.84	​	$	54.40	​	$	89.91
Fair value of options vested	​	​	10,417	​	​	9,741	​	​	9,143
Intrinsic value of options exercised	​	​	39,489	​	​	11,304	​	​	51,650

​

At January 29, 2022, there was approximately $11,623 of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately two years.

​

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fiscal 2021				​	Fiscal 2020				​	Fiscal 2019
​	​	​	​	​	Weighted-	​	​	​	​	Weighted-	​	​	​	​	Weighted-
​		Number of	​	​	average	​	Number of	​	​	average	​	Number of	​	​	average
​		options		​	exercise price		options		​	exercise price		options		​	exercise price
Beginning of year	​	671	​	$	208.47	​	539	​	$	212.58	​	755	​	$	174.34
Granted	​	61	​	​	306.96	​	248	​	​	174.45	​	97	​	​	348.73
Exercised	​	(224)	​	​	180.05	​	(90)	​	​	135.70	​	(285)	​	​	153.64
Forfeited/Expired	​	(10)	​	​	225.24	​	(26)	​	​	219.47	​	(28)	​	​	263.34
End of year	​	498	​	$	232.85	​	671	​	$	208.47	​	539	​	$	212.58
Exercisable at end of year	​	179	​	$	248.11	​	236	​	$	209.03	​	172	​	$	159.39
Vested and Expected to vest	​	474	​	$	233.28	​	639	​	$	208.49	​	510	​	$	211.14

​

The following table presents information related to stock options outstanding and stock options exercisable at January 29, 2022 based on ranges of exercise prices (shares in thousands): ​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Options outstanding						​	Options exercisable
​	​	​	​	Weighted-	​	​	​	​	​	​	Weighted-	​	​	​
​	​	​	​	average	​	​	​	​	​	​	average	​	​	​
​	​	​	​	remaining	​	​	​	​	​	​	remaining	​	​	​
​	​	​	​	contractual	​	​	Weighted-	​	​	​	contractual	​	​	Weighted-
​	​	Number of	​	life	​	​	average	​	Number of	​	life	​	​	average
Range of Exercise Prices		options		(years)		​	exercise price		options		(years)		​	exercise price
$74.91 – $127.15	​	11	​	2	​	$	92.99	​	11	​	2	​	$	92.99
$127.16 – $153.87	​	1	​	3	​	​	152.27	​	1	​	3	​	​	152.27
$153.88 – $174.45	​	213	​	8	​	​	174.45	​	27	​	8	​	​	174.45
$174.46 – $204.27	​	77	​	6	​	​	203.15	​	44	​	6	​	​	202.31
$204.28 – $281.53	​	57	​	5	​	​	281.53	​	57	​	5	​	​	281.53
$281.54 – $365.13	​	139	​	8	​	​	330.98	​	39	​	7	​	​	348.73
$74.91 – $365.13	​	498	​	7	​	$	232.85	​	179	​	6	​	$	248.11

​

The aggregate intrinsic value of outstanding and exercisable stock options as of January 29, 2022 was $62,762 and $19,793, respectively. The last reported sale price of the Company’s common stock on the NASDAQ Global Select Market on January 29, 2022 was $358.83 per share.

Restricted stock units

Restricted stock units are granted to certain employees and directors. Employee grants generally cliff vest after three years and director grants cliff vest after one year. The grant date fair value of restricted stock units is based on the closing market price of shares of the Company’s common stock on the date of grant. Restricted stock units are expensed on a straight-line basis over the requisite service period. Forfeitures of restricted stock units are estimated at the grant

date based on historical rates of stock award activity and reduce the stock-based compensation expense recognized. At January 29, 2022, unrecognized stock-based compensation expense related to restricted stock units was $22,179. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one and a half years.

A summary of restricted stock units activity is presented in the following table (shares in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Fiscal 2021				​	Fiscal 2020				​	Fiscal 2019
​		​	​	Weighted-		​	​	​	Weighted-		​	​	​	Weighted-
​	​	Number of	​	average grant		​	Number of	​	average grant		​	Number of	​	average grant
​		units		date fair value			units		date fair value			units		date fair value
Beginning of year	​	253		$	210.46	​	159		$	259.21	​	168		$	220.68
Granted	​	61	​	​	312.42	​	163	​	​	179.72	​	53	​	​	335.28
Vested	​	(76)	​	​	209.88	​	(38)	​	​	276.51	​	(46)	​	​	207.77
Forfeited	​	(17)	​	​	233.94	​	(31)	​	​	218.40	​	(16)	​	​	259.65
End of year	​	221	​	$	236.95	​	253	​	$	210.46	​	159	​	$	259.21
Expected to vest	​	205	​	$	236.95	​	234	​	$	210.46	​	147	​	$	259.21

​

Performance-based restricted stock units

Performance-based restricted stock units are granted to certain employees. Units granted prior to 2021 cliff vest after three years based upon achievement of pre-established net sales and earnings before tax goals at the end of the second year of the term. The grant date fair value of these performance-based restricted stock units is based on the closing market price of shares of the Company’s common stock on the date of grant. Performance-based restricted stock units granted in 2021 cliff vest after three years based upon achievement of pre-established net sales and earnings before tax goals for each of the first two years. The performance is then capped at 100% if the total shareholder return over a three-year period is not positive. The grant date fair value of the 2021 performance-based restricted stock units are measured using a Monte Carlo simulation. Performance-based restricted stock units are expensed on a straight-line basis over the requisite service period, based on the probability of achieving the performance goal, with changes in expectations recognized as an adjustment to earnings in the period of the change. If the performance goal is not met, no stock-based compensation expense is recognized and any previously recognized stock-based compensation expense is reversed. Forfeitures of performance-based restricted stock units are estimated at the grant date based on historical rates of stock award activity and reduce the stock-based compensation expense recognized. At January 29, 2022, unrecognized stock-based compensation expense related to performance-based restricted stock units was $13,990. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one and a half years.

A summary of performance-based restricted stock unit activity is presented in the following table (shares in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Fiscal 2021				​	Fiscal 2020				​	Fiscal 2019
​	​	​	Weighted-		​	​	​	Weighted-		​	​	​	Weighted-
​	Number of	​	average		​	Number of	​	average		​	Number of	​	average
​	units		grant date			units		grant date			units		grant date
Beginning of year	37	​	$	271.88	​	62	​	$	267.60	​	94	​	$	214.64
Granted	74	​	​	326.99	​	—	​	​	—	​	21	​	​	348.73
Change in performance award payout	(7)	​	​	348.73	​	(5)	​	​	204.27	​	(3)	​	​	281.53
Vested	(47)	​	​	295.49	​	(14)	​	​	281.53	​	(43)	​	​	191.76
Forfeited	(3)	​	​	319.71	​	(6)	​	​	263.38	​	(7)	​	​	258.80
End of year	54	​	$	314.30	​	37	​	$	271.88	​	62	​	$	267.60
Expected to vest	50	​	$	314.30	​	35	​	$	271.88	​	57	​	$	267.60

​

The number of performance-based restricted stock units granted is based on achieving the targeted performance goals as defined in the performance-based restricted stock unit agreements. As of January 29, 2022, the maximum number of units that could vest under the provisions of the agreements was 92.

Awards with market conditions are classified as liability awards and the fair value is determined using a Monte Carlo simulation. Market-based restricted stock units totaling 28 shares were granted to the former Chief Executive Officer in fiscal 2018 and settled during fiscal 2021. Compensation expense for liability awards was $7,671, $879, and $597 for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020, respectively.

16**. Net income per common share**

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

​

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands, except per share data)		2022			2021			2020
Numerator:	​	​	​	​	​	​	​	​	​
Net income		$	985,837		$	175,835		$	705,945
​	​	​	​	​	​	​	​	​	​
Denominator:	​	​	​	​	​	​	​	​	​
Weighted-average common shares – Basic	​	​	54,482	​	​	56,351	​	​	57,840
Dilutive effect of stock options and non-vested stock	​	​	359	​	​	207	​	​	265
Weighted-average common shares – Diluted	​	​	54,841	​	​	56,558	​	​	58,105
​	​	​	​	​	​	​	​	​	​
Net income per common share:	​	​	​	​	​	​	​	​	​
Basic	​	$	18.09	​	$	3.12	​	$	12.21
Diluted	​	$	17.98	​	$	3.11	​	$	12.15

​

The denominator for diluted net income per common share for fiscal years 2021, 2020, and 2019 excludes 205, 211, and 298 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. Outstanding performance-based restricted stock units are included in the computation of dilutive shares only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method.

17**. Employee benefit plans**

The Company provides a 401(k) retirement plan covering all employees who qualify as to age and length of service. The plan is funded through employee contributions and a Company match. In fiscal 2021, 2020, and 2019, the Company match was 100% of the first 3% of eligible compensation and an additional 50% match for the next 2% of eligible compensation. Total expense recorded under this plan is included in SG&A expenses in the consolidated statements of income as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	Fiscal year ended
​	​	​	January 29,		​	January 30,		​	February 1,
(In thousands)		​	2022		​	2021		​	2020
401(k) plan matching contribution expense		​	$	19,296	​	$	16,878	​	$	16,556
​	​	​	​	​	​	​	​	​	​	​

​

The Company also has a non-qualified deferred compensation plan for highly compensated employees whose contributions are limited under qualified defined contribution plans. The plan is funded through employee contributions and a Company match. In fiscal 2021, 2020, and 2019, the Company match was 100% of the first 3% of salary. Amounts contributed and deferred under the plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a substantial portion of

its exposure. Total expense recorded under this plan is included in SG&A expenses in the consolidated statements of income and was insignificant during fiscal 2021, 2020, and 2019.

Amounts included in the consolidated balance sheets related to the deferred compensation plan were as follows:

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	January 29,		​	January 30,
(In thousands)	​	​	​	​	​	2022		​	2021
Deferred compensation plan liability	​	​	​	​	​	$	40,839	​	$	32,909
Deferred compensation plan assets	​	​	​	​	​	​	38,409	​	​	33,223

​

​

18. Share repurchase program

In March 2019, the Board of Directors authorized a share repurchase program (the 2019 Share Repurchase Program) pursuant to which the Company could repurchase up to $875,000 of the Company’s common stock. The 2019 Share Repurchase Program authorization revoked the previously authorized but unused amount of $25,435 from the earlier share repurchase program. The 2019 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

In March 2020, the Board of Directors authorized a new share repurchase program (the 2020 Share Repurchase Program) pursuant to which the Company could repurchase up to $1,600,000 of the Company’s common stock. The 2020 Share Repurchase Program authorization revoked the previously authorized but unused amount of $177,805 from the 2019 Share Repurchase Program. The 2020 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time. During fiscal 2020, the share repurchase program was suspended in order to strengthen its liquidity and preserve cash while navigating the COVID-19 pandemic. The program resumed during the fourth quarter of fiscal 2020.

A summary of common stock repurchase activity is presented in the following table:

​	​	​	​	​	​	​	​	​	​
​	​	Fiscal year ended
​	​	January 29,		​	January 30,		​	February 1,
(In thousands)		2022		​	2021		​	2020
Shares repurchased	​	​	4,250	​	​	475	​	​	2,321
Total cost of shares repurchased	​	$	1,521,925	​	$	114,895	​	$	680,979

​

​

​

​

​

19. Subsequent event

​

On March 7, 2022, the Board of Directors authorized a new share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company may repurchase up to $2,000,000 of the Company’s common stock. The 2022 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

​

​

​

​

​

​

Item 15. Exhibits and Financial Statement Schedules (Continued)

(b) Financial Statement Schedule

Ulta Beauty, Inc.Schedule II – Valuation and Qualifying Accounts(In thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Balance at		​	Charged to		​	​		​	Balance at
​	​	beginning		​	costs and		​	​		​	end
Description		of period		​	expenses		​	Deductions		​	of period
Fiscal 2021	​	​	​	​	​	​	​	​	​	​	​	​
Allowance for doubtful accounts		$	768	​	$	388	​	$	(151)	(a)	$	1,005
Inventory reserve	​	​	52,860	​	​	9,525	​	​	(35,503)	​	​	26,882
Fiscal 2020	​	​	​	​	​	​	​	​	​	​	​	​
Allowance for doubtful accounts	​	$	1,363	​	$	22	​	$	(617)	(a)	$	768
Inventory reserve	​	​	46,941	​	​	42,634	​	​	(36,715)	​	​	52,860
Fiscal 2019	​	​	​	​	​	​	​	​	​	​	​	​
Allowance for doubtful accounts	​	$	651	​	$	1,094	​	$	(382)	(a)	$	1,363
Inventory reserve	​	​	36,640	​	​	50,285	​	​	(39,984)	​	​	46,941

	(a)	Represents write-off of uncollectible accounts

All other financial statement schedules required by Form 10-K have been omitted because they were inapplicable or otherwise not required under the instructions contained in Regulation S-X.

(c) Exhibits

The exhibits listed in the Exhibit Index below are filed as part of this Annual Report on Form 10-K.

​

​

​

​

​

​

​

​

​

EXHIBIT INDEX

​	​	​	​	​	​	​	​		​	​	​	​	​
​	​	​	​	​	​	Incorporated by Reference
Exhibit	​	​	​	Filed	​	​	​		Exhibit	​	File	​	​
Number		Description of document		Herewith		Form			Number		Number		Filing Date
3.1	​	Certificate of Incorporation of Ulta Beauty, Inc.	​	​	​	8-K	​		3.1	​	001-33764	​	1/30/2017
3.2	​	Bylaws of Ulta Beauty, Inc., as amended through June 3, 2020	​	​	​	8-K	​	3.2		​	001-33764	​	6/8/2020
4	​	Description of Ulta Beauty, Inc.’s Securities	​	​	​	10-K	​	4		​	001-33764	​	3/27/2020
10.1	​	Compensation Plan Agreement, dated as of January 27, 2017 between Ulta Salon, Cosmetics & Fragrance, Inc. and Ulta Beauty, Inc.*	​	​	​	8-K	​	10.1		​	001-33764	​	1/30/2017
10.2	​	Second Amended and Restated Loan Agreement, dated as of August 23, 2017, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and PNC Bank, National Association	​	​	​	8-K	​	10.0		​	001-33764	​	8/24/2017
10.3	​	Amendment No. 1 to Second Amended and Restated Agreement, dated March 11, 2020, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders	​	​	​	10-K	​	10.3		​	001-33764	​	3/27/2020
10.4	​	Ulta Beauty, Inc. Second Amended and Restated Restricted Stock Option Plan*	​	​	​	S-1	​	10.7		​	333-144405	​	8/17/2007
10.5	​	Amendment to Ulta Beauty, Inc. Second Amended and Restated Restricted Stock Option Plan*	​	​	​	S-1	​	10.7(a)		​	333-144405	​	8/17/2007
10.6	​	Ulta Beauty, Inc. 2007 Incentive Award Plan*	​	​	​	S-1	​	10.10		​	333-144405	​	9/27/2007
10.7	​	Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	​	​	DEF 14A	​	Appendix A		​	001-33764	​	4/20/2016
10.8	​	Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan*	​	​ ​	​	8-K	​	10.1		​	001-33764	​	3/31/2015
10.9	​	Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan*	​	​	​	10-K	​	10.17		​	001-33764	​	4/2/2009
10.10	​	Letter Agreement dated June 20, 2013 between Ulta Salon, Cosmetics & Fragrance, Inc. and Mary N. Dillon*	​	​	​	8-K	​	10.1		​	001-33764	​	6/24/2013

​	​	​	​	​	​	​	​		​	​	​	​	​
​	​	​	​	​	​	Incorporated by Reference
Exhibit	​	​	​	Filed	​	​	​		Exhibit	​	File	​	​
Number		Description of document		Herewith		Form			Number		Number		Filing Date
10.11	​	Letter Agreement dated September 13, 2013 between Ulta Inc. and Jeffrey J. Childs*	​	​	​	10-Q	​	10.1		​	001-33764	​	6/10/2014
10.12	​	Letter Agreement dated January 6, 2014 between Ulta Inc. and David Kimbell*	​	​	​	10-Q	​	10.1		​	001-33764	​	6/4/2015
10.13	​	Form of Option Agreement under the 2011 Incentive Award Plan*	​	​	​	10-K	​	10.13		​	001-33764	​	3/28/2017
10.14	​	Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan*	​	​	​	10-K	​	10.14		​	001-33764	​	3/28/2017
10.15	​	Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. Caro*	​	​	​	10-K	​	10.15		​	001-33764	​	3/28/2017
10.16	​	Ulta Beauty, Inc. Executive Change in Control and Severance Plan*	​	​	​	10-K	​	10.16		​	001-33764	​	3/28/2017
10.17	​	Restricted Stock Unit Award Agreement dated March 29, 2018, with Mary Dillon*	​	​	​	10-K	​	10.17		​	001-33764	​	4/3/2018
10.18	​	Amendment to Employment Letter Regarding Severance Entitlements, dated March 29, 2018, between Ulta Beauty, Inc. and Mary Dillon*	​	​	​	10-K	​	10.18		​	001-33764	​	4/3/2018
10.19	​	New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	​	​	8-K	​	10.1		​	001-33764	​	3/30/2021
10.20	​	New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	​	​	8-K	​	10.2		​	001-33764	​	3/30/2021
10.21	​	Restricted Stock Unit Award Agreement—PSUs—dated March 25, 2021, with Mary Dillon*	​	​	​	8-K	​	10.3		​	001-33764	​	3/30/2021
10.22	​	Stock Option Agreement dated March 25, 2021, with Mary Dillon*	​	​	​	8-K	​	10.4		​	001-33764	​	3/30/2021
10.23	​	Restricted Stock Unit Award Agreement dated March 25, 2021, with Mary Dillon*	​	​	​	8-K	​	10.5		​	001-33764	​	3/30/2021
10.24	​	Confidential Information & Restrictive Covenants Agreement with Mary Dillon*	​	​	​	8-K	​	10.6		​	001-33764	​	3/30/2021
10.25	​	Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	X	​	​	​	​		​	​	​	​
10.26	​	Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	X	​	​	​	​		​	​	​	​

​	​	​	​	​	​	​	​		​	​	​	​	​
​	​	​	​	​	​	Incorporated by Reference
Exhibit	​	​	​	Filed	​	​	​		Exhibit	​	File	​	​
Number		Description of document		Herewith		Form			Number		Number		Filing Date
10.27	​	Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*	​	X	​	​	​	​		​	​	​	​
21	​	List of Significant Subsidiaries	​	X	​	​	​	​		​	​	​	​
23	​	Consent of Independent Registered Public Accounting Firm	​	X	​	​	​	​		​	​	​	​
31.1	​	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002	​	X	​	​	​	​		​	​	​	​
31.2	​	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002	​	X	​	​	​	​		​	​	​	​
32.1	​	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	​	X	​	​	​	​		​	​	​	​
32.2	​	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	​	X	​	​	​	​		​	​	​	​
99	​	Proxy Statement for the 2022 Annual Meeting of Stockholders. [To be filed with the SEC under Regulation 14A within 120 days after January 29, 2022; except to the extent specifically incorporated by reference, the Proxy Statement for the 2022 Annual Meeting of Stockholders shall not be deemed to be filed with the SEC as part of this Annual Report on Form 10-K]	​	​	​	​	​	​		​	​	​	​
101.INS	​	Inline XBRL Instance	​	X	​	​	​	​		​	​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema	​	X	​	​	​	​		​	​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation	​	X	​	​	​	​		​	​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Labels	​	X	​	​	​	​		​	​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation	​	X	​	​	​	​		​	​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition	​	X	​	​	​	​		​	​	​	​

​	​	​	​	​	​	​	​		​	​	​	​	​
​	​	​	​	​	​	Incorporated by Reference
Exhibit	​	​	​	Filed	​	​	​		Exhibit	​	File	​	​
Number		Description of document		Herewith		Form			Number		Number		Filing Date
104	​	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).	​	​	​	​	​	​		​	​	​	​

• A management contract or compensatory plan or arrangement.