UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Quarterly Period Ended May 2, 2009
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from to
 Commission File Number: 001-33764
 ULTA SALON, COSMETICS & FRAGRANCE, INC.
  Delaware
    
    36-3685240(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)1000 Remington Blvd., Suite 120Bolingbrook, Illinois
    
    60440(Address of principal executive offices)
    
    (Zip code)
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



ULTA SALON, COSMETICS & FRAGRANCE, INC.
TABLE OF CONTENTS
 Part I   Financial InformationItem 1. Financial StatementsBalance Sheets
    
    
    3Statements of Income
    
    
    5Statements of Cash Flows
    
    
    6Statement of Stockholders Equity
    
    
    8Notes to Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    21Part II   Other Information
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    22
  2




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##### 



Part I   Financial Information
 
 Item 1. Financial Statements
 Ulta Salon, Cosmetics & Fragrance, Inc.
 
 Balance Sheets
 May 2,
    
    January 31,
    
    May 3,(In thousands)
    
    2009
    
    2009
    
    2008(unaudited)
    
    (unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    3,840
    
    
    $
    3,638
    
    
    $
    3,975Receivables, net
    
    
    12,392
    
    
    
    18,268
    
    
    
    19,533Merchandise inventories, net
    
    
    230,286
    
    
    
    213,602
    
    
    
    212,564Prepaid expenses and other current assets
    
    
    24,200
    
    
    
    24,294
    
    
    
    22,435Prepaid income taxes
    
    
    5,890
    
    
    
    8,628
    
    
    
    Deferred income taxes
    
    
    8,195
    
    
    
    8,278
    
    
    
    9,129Total current assets
    
    
    284,803
    
    
    
    276,708
    
    
    
    267,636Property and equipment, net
    
    
    286,140
    
    
    
    292,224
    
    
    
    255,123Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    4,080Total assets
    
    $
    570,943
    
    
    $
    568,932
    
    
    $
    526,839Liabilities and stockholders equityCurrent liabilities:Current portion  notes payable
    
    $
    12,534
    
    
    $
    18,000
    
    
    $
    18,143Accounts payable
    
    
    53,500
    
    
    
    47,811
    
    
    
    66,508Accrued liabilities
    
    
    43,757
    
    
    
    51,202
    
    
    
    49,618Accrued income taxes
    
    
    
    
    
    
    
    
    
    
    6,872Total current liabilities
    
    
    109,791
    
    
    
    117,013
    
    
    
    141,141Notes payable  less current portion
    
    
    88,047
    
    
    
    88,047
    
    
    
    86,391Deferred rent
    
    
    104,168
    
    
    
    101,288
    
    
    
    80,411Deferred income taxes
    
    
    17,616
    
    
    
    17,616
    
    
    
    Total liabilities
    
    
    319,622
    
    
    
    323,964
    
    
    
    307,943
  See accompanying notes to financial statements.
 3




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
Balance Sheets (continued)
 May 2,
    
    January 31,
    
    May 3,(In thousands, except per share data)
    
    2009
    
    2009
    
    2008(unaudited)
    
    
    
    
    
    (unaudited)Stockholders equity:Common stock, $.01 par value, 400,000 shares
authorized; 58,254, 58,245 and 57,780 shares
issued; 57,749, 57,740 and 57,275 shares
outstanding; at May 2, 2009 (unaudited),
January 31, 2009 and May 3, 2008
(unaudited), respectively
    
    $
    583
    
    
    $
    582
    
    
    $
    578Treasury stock-common, at cost
    
    
    (4,179
    )
    
    
    (4,179
    )
    
    
    (4,179
    )Additional paid-in capital
    
    
    294,377
    
    
    
    293,052
    
    
    
    287,922Accumulated deficit
    
    
    (38,936
    )
    
    
    (43,856
    )
    
    
    (64,849
    )Accumulated other comprehensive loss
    
    
    (524
    )
    
    
    (631
    )
    
    
    (576
    )Total stockholders equity
    
    
    251,321
    
    
    
    244,968
    
    
    
    218,896Total liabilities and stockholders equity
    
    $
    570,943
    
    
    $
    568,932
    
    
    $
    526,839
 See accompanying notes to financial statements.
 4




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
 
 Statements of Income
 (unaudited)
 Three months endedMay 2,
    
    May 3,(In thousands, except per share data)
    
    2009
    
    2008Net sales
    
    $
    268,825
    
    
    $
    239,298Cost of sales
    
    
    189,482
    
    
    
    165,377Gross profit
    
    
    79,343
    
    
    
    73,921Selling, general and administrative expenses
    
    
    69,194
    
    
    
    62,065Pre-opening expenses
    
    
    1,195
    
    
    
    3,772Operating income
    
    
    8,954
    
    
    
    8,084Interest expense
    
    
    671
    
    
    
    915Income before income taxes
    
    
    8,283
    
    
    
    7,169Income tax expense
    
    
    3,363
    
    
    
    2,894Net income
    
    $
    4,920
    
    
    $
    4,275Net income per common share:Basic
    
    $
    0.09
    
    
    $
    0.08Diluted
    
    $
    0.08
    
    
    $
    0.07Weighted average common shares outstanding:Basic
    
    
    57,743
    
    
    
    56,956Diluted
    
    
    58,750
    
    
    
    58,980
 See accompanying notes to financial statements.
 5




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
 
 Statements of Cash Flows
 (unaudited)
 Three months endedMay 2,
    
    May 3,(In thousands)
    
    2009
    
    2008Operating activitiesNet income
    
    $
    4,920
    
    
    $
    4,275Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    15,365
    
    
    
    12,018Non-cash stock compensation charges
    
    
    1,295
    
    
    
    591Excess tax benefits from stock-based
compensation
    
    
    
    
    
    
    (1,083
    )Loss on disposal of property and equipment
    
    
    39
    
    
    
    127Change in operating assets and liabilities:Receivables
    
    
    5,876
    
    
    
    1,110Merchandise inventories
    
    
    (16,684
    )
    
    
    (36,455
    )Prepaid expenses and other assets
    
    
    94
    
    
    
    (3,251
    )Income taxes
    
    
    2,738
    
    
    
    1,808Accounts payable
    
    
    5,689
    
    
    
    14,386Accrued liabilities
    
    
    (4,255
    )
    
    
    (4,119
    )Deferred rent
    
    
    2,880
    
    
    
    9,176Net cash provided by (used in) operating activities
    
    
    17,957
    
    
    
    (1,417
    )Investing activitiesPurchases of property and equipment
    
    
    (12,320
    )
    
    
    (30,545
    )Net cash used in investing activities
    
    
    (12,320
    )
    
    
    (30,545
    )Financing activitiesProceeds on long-term borrowings
    
    
    284,284
    
    
    
    289,238Payments on long-term borrowings
    
    
    (289,750
    )
    
    
    (259,474
    )Proceeds from issuance of common stock under
stock plans
    
    
    31
    
    
    
    1,360Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    1,083Initial public offering issuance costs
    
    
    
    
    
    
    (59
    )Net cash (used in) provided by financing activities
    
    
    (5,435
    )
    
    
    32,148Net increase in cash and cash equivalents
    
    
    202
    
    
    
    186Cash and cash equivalents at beginning of period
    
    
    3,638
    
    
    
    3,789Cash and cash equivalents at end of period
    
    $
    3,840
    
    
    $
    3,975
 See accompanying notes to financial statements.
 6




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
Statements of Cash Flows (continued)
(unaudited)
 Three months endedMay 2,
    
    May 3,(In thousands)
    
    2009
    
    2008Supplemental cash flow informationCash paid for interest
    
    $
    723
    
    
    $
    1,006Cash paid for income taxes
    
    $
    625
    
    
    $
    3Noncash investing and financing activities:Change in property and equipment included in
accrued liabilities
    
    $
    (3,000
    )
    
    $
    334Unrealized gain on interest rate swap hedge,
net of tax
    
    $
    107
    
    
    $
    143
 See accompanying notes to financial statements.
 7




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
 
 Statement of Stockholders Equity
 (unaudited)
 Treasury -
    
    
    
    
    
    
    
    
    
    AccumulatedCommon Stock
    
    Common Stock
    
    Additional
    
    
    
    
    
    Other
    
    TotalIssued
    
    
    
    
    
    Treasury
    
    
    
    
    
    Paid-In
    
    Accumulated
    
    Comprehensive
    
    Stockholders(In thousands, except per share data)
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    Loss
    
    EquityBalance  January 31, 2009
    
    
    58,245
    
    
    $
    582
    
    
    
    (505
    )
    
    $
    (4,179
    )
    
    $
    293,052
    
    
    $
    (43,856
    )
    
    $
    (631
    )
    
    $
    244,968Common stock options exercised
    
    
    9
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    31Unrealized gain on interest rate swap hedge,
net of $83 income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107
    
    
    
    107Net income for the three months ended May 2, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,920
    
    
    
    
    
    
    
    4,920Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,027Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,295
    
    
    
    
    
    
    
    
    
    
    
    1,295Balance  May 2, 2009
    
    
    58,254
    
    
    $
    583
    
    
    
    (505
    )
    
    $
    (4,179
    )
    
    $
    294,377
    
    
    $
    (38,936
    )
    
    $
    (524
    )
    
    $
    251,321
 See accompanying notes to financial statements.
 8




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##### 



Ulta Salon, Cosmetics & Fragrance, Inc.
 
 Notes to Financial Statements
 (unaudited)
 1. Business and basis of presentation
  Number ofState
    
    storesAlabama
    
    
    7Arizona
    
    
    24Arkansas
    
    
    1California
    
    
    30Colorado
    
    
    11Delaware
    
    
    1Florida
    
    
    22Georgia
    
    
    16Illinois
    
    
    31Indiana
    
    
    6Iowa
    
    
    2Kansas
    
    
    1Kentucky
    
    
    2Louisiana
    
    
    2Maryland
    
    
    6Massachusetts
    
    
    4Michigan
    
    
    9Minnesota
    
    
    6Missouri
    
    
    3Nebraska
    
    
    2Nevada
    
    
    6New Jersey
    
    
    10New York
    
    
    10North Carolina
    
    
    13Ohio
    
    
    6Oklahoma
    
    
    6Oregon
    
    
    3Pennsylvania
    
    
    13Rhode Island
    
    
    1South Carolina
    
    
    4Tennessee
    
    
    3Texas
    
    
    42Utah
    
    
    2Virginia
    
    
    9Washington
    
    
    4Wisconsin
    
    
    2Total
    
    
    320
    Reverse stock split
  9




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##### 



Initial public offering
  2. Summary of significant accounting policies
  Fiscal quarter
  Reclassifications
  Share-based compensation
 Share-Based Payment
 Three months endedMay 2, 2009
    
    May 3, 2008Volatility rate
    
    
    58.0
    %
    
    
    50.7
    %Average risk-free interest rate
    
    
    2.5
    %
    
    
    1.8
    %Average expected life (in years)
    
    
    6.3
    
    
    
    4.7Dividend yield
    
    None
    
    None
   10




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Comprehensive income
  Three months endedMay 2,
    
    May 3,2009
    
    2008Net income
    
    $
    4,920
    
    
    $
    4,275Unrealized gain on interest rate swap hedge, net of income tax
    
    
    107
    
    
    
    143Comprehensive income
    
    $
    5,027
    
    
    $
    4,418
 3. Commitments and contingencies
 Leases 
 Securities litigation 
  General litigation
 4. Notes payable
   11




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##### 



5. Financial instruments
 Accounting
for Derivative Instruments and Certain Hedging Activities, as amended.
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of SFAS No. 133.
    Derivative LiabilitiesMay 2, 2009
    
    January 31, 2009(unaudited)Balance Sheet
    
    
    
    
    
    Balance SheetLocation
    
    Fair Value
    
    Location
    
    Fair ValueInterest rate swap liability
    
    Accrued liabilities
    
    $
    852
    
    
    Accrued liabilities
    
    $
    1,042
  Amount of Gain
    
    Amount of Gain
    
    Amount of GainRecognized in
    
    Reclassfied from
    
    Recognized in IncomeAOCL on Derivative
    
    AOCL into Income
    
    on Derivative(Effective Portion)
    
    (Effective Portion)
    
    (Ineffective Portion)Three months ended
    
    Three months ended
    
    Three months endedMay 2,
    
    May 3,
    
    May 2,
    
    May 3,
    
    May 2,
    
    May 3,2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Interest rate swap, net of tax
    
    $
    107
    
    
    $
    143
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 12




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##### 



6. Fair Value Measurements
 Fair Value Measurements,
 
    
    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.
  Fair value measurement usingLevel 1
    
    Level 2
    
    Level 3Deferred compensation liabilities
    
    $
    
    
    
    $
    90
    
    
    $
    Interest rate swap liability
    
    $
    
    
    
    $
    852
    
    
    $
    
 7. Net income per common share
  Three months endedMay 2,
    
    May 3,2009
    
    2008Net income
    
    $
    4,920
    
    
    $
    4,275Denominator for basic net income per share 
weighted-average common shares
    
    
    57,743
    
    
    
    56,956Dilutive effect of stock options
    
    
    1,007
    
    
    
    2,024Denominator for diluted net income per share
    
    
    58,750
    
    
    
    58,980Net income per common share:Basic
    
    $
    0.09
    
    
    $
    0.08Diluted
    
    $
    0.08
    
    
    $
    0.07
  13




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with our financial statements and related notes included elsewhere in this
quarterly report. This discussion contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934 and the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, which reflect our current views with respect to, among other things,
future events and financial performance. You can identify these forward-looking statements by the
use of forward-looking words such as outlook, believes, expects, plans, estimates, or
other comparable words. Any forward-looking statements contained in this Form 10-Q are based upon
our historical performance and on current plans, estimates and expectations. The inclusion of this
forward-looking information should not be regarded as a representation by us or any other person
that the future plans, estimates or expectations contemplated by us will be achieved. Such
forward-looking statements are subject to various risks and uncertainties, which include, without
limitation: the impact of weakness in the economy; changes in the overall level of consumer
spending; changes in the wholesale cost of our products; the possibility that we may be unable to
compete effectively in our highly competitive markets; the possibility that our continued opening
of new stores could strain our resources and have a material adverse effect on our business and
financial performance; the possibility that new store openings may be impacted by developer or
co-tenant issues; the possibility that the capacity of our distribution and order fulfillment
infrastructure may not be adequate to support our recent growth and expected future growth plans;
the possibility of material disruptions to our information systems; weather conditions that could
negatively impact sales and other risk factors detailed in our public filings with the Securities
and Exchange Commission (the SEC), including risk factors contained in our Annual Report on Form
10-K for the year ended January 31, 2009. We assume no obligation to update any forward-looking
statements as a result of new information, future events or developments. References in the
following discussion to we, us, our, the Company, Ulta and similar references mean Ulta
Salon, Cosmetics & Fragrance, Inc. unless otherwise expressly stated or the context otherwise
requires.
 Overview
      14




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Global economic conditions
  Basis of presentation
    
    
    the general national, regional and local economic conditions and corresponding impact on
customer spending levels;
    
    the introduction of new products or brands;
    
    the location of new stores in existing store markets;
    
    competition;
    
    our ability to respond on a timely basis to changes in consumer preferences;
    
    the effectiveness of our various marketing activities; and
    
    the number of new stores opened and the impact on the average age of all of our
comparable stores.
  
    
    the cost of merchandise sold, including all vendor allowances, which are treated as a
reduction of merchandise costs;
    
    warehousing and distribution costs including labor and related benefits, freight, rent,
depreciation and amortization, real estate taxes, utilities, and insurance;
    
    store occupancy costs including rent, depreciation and amortization, real estate taxes,
utilities, repairs and maintenance, insurance, licenses, and cleaning expenses;
 15




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##### 




    
    salon payroll and benefits; and
    
    shrink and inventory valuation reserves.
    
    
    payroll, bonus and benefit costs for retail and corporate employees;
    
    advertising and marketing costs;
    
    occupancy costs related to our corporate office facilities;
    
    public company expense including Sarbanes-Oxley compliance expenses;
    
    stock-based compensation expense related to option grants which will result in increases
in expense as we implemented a structured stock option compensation program in 2007;
    
    depreciation and amortization for all assets except those related to our retail and
warehouse operations, which is included in cost of sales; and
    
    legal, finance, information systems and other corporate overhead costs.
     Results of operations
  16




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##### 



Three months ended
    
    
    Three months endedMay 2,
    
    
    May 3,
    
    
    May 2,
    
    
    May 3,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in thousands)
    
    
    (Percentage of net sales)Net sales
    
    $
    268,825
    
    
    $
    239,298
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    189,482
    
    
    
    165,377
    
    
    
    70.5
    %
    
    
    69.1
    %Gross profit
    
    
    79,343
    
    
    
    73,921
    
    
    
    29.5
    %
    
    
    30.9
    %Selling, general and administrative expenses
    
    
    69,194
    
    
    
    62,065
    
    
    
    25.7
    %
    
    
    25.9
    %Pre-opening expenses
    
    
    1,195
    
    
    
    3,772
    
    
    
    0.4
    %
    
    
    1.6
    %Operating income
    
    
    8,954
    
    
    
    8,084
    
    
    
    3.3
    %
    
    
    3.4
    %Interest expense
    
    
    671
    
    
    
    915
    
    
    
    0.2
    %
    
    
    0.4
    %Income before income taxes
    
    
    8,283
    
    
    
    7,169
    
    
    
    3.1
    %
    
    
    3.0
    %Income tax expense
    
    
    3,363
    
    
    
    2,894
    
    
    
    1.3
    %
    
    
    1.2
    %Net income
    
    $
    4,920
    
    
    $
    4,275
    
    
    
    1.8
    %
    
    
    1.8
    %Other operating data:Number stores end of period
    
    
    320
    
    
    
    265Comparable store sales (decrease) increase
    
    
    (2.3
    )%
    
    
    3.9
    %
  Comparison of three months ended May 2, 2009 to three months ended May 3, 2008
 Net sales
   Gross profit
  17




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##### 



Selling, general and administrative expenses
  Pre-opening expenses
  Interest expense
  Income tax expense
  Net income
  Liquidity and capital resources
    18




---



##### 



Three months endedMay 2,
    
    May 3,(In thousands)
    
    2009
    
    2008Net cash provided by (used in) operating activities
    
    $
    17,957
    
    
    $
    (1,417
    )Net cash used in investing activities
    
    
    (12,320
    )
    
    
    (30,545
    )Net cash (used in) provided by financing activities
    
    
    (5,435
    )
    
    
    32,148Net increase in cash and cash equivalents
    
    $
    202
    
    
    $
    186
 Operating activities
     Investing activities
  Financing activities
  Credit facility
   19




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##### 



Off-balance sheet arrangements
  Contractual obligations
  Critical accounting policies and estimates
  Share-based compensation
 Share-Based Payment
 Share-Based Payment, Simplified Method for Plain Vanilla Share Options,
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Interest rate sensitivity
  20




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures over Financial Reporting
   Changes in Internal Control over Financial Reporting
  
 Part II   Other Information
 
 Item 1. Legal Proceedings
 Securities litigation 
  General litigation 
 
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  21




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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibitnumber
    
    Description of document3.1
    
    Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Companys
Registration Statement on Form S-1 (file No. 333-144405)
filed with the Securities and Exchange Commission on August
17, 2007).3.2
    
    Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to the Companys Registration Statement on Form
S-1 (file No. 333-144405) filed with the Securities and
Exchange Commission on August 17, 2007).4.1
    
    Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Companys Registration
Statement on Form S-1 (file No. 333-144405) filed with the
Securities and Exchange Commission on October 11, 2007).4.2
    
    Third Amended and Restated Registration Rights Agreement
between Ulta Salon, Cosmetics & Fragrance, Inc. and the
stockholders party thereto (incorporated by reference to
Exhibit 4.2 to the Companys Registration Statement on Form
S-1 (file No. 333-144405) filed with the Securities and
Exchange Commission on August 17, 2007).4.3
    
    Stockholder Rights Agreement (incorporated by reference to
Exhibit 4.4 to the Companys Registration Statement on Form
S-1 (file No. 333-144405) filed with the Securities and
Exchange Commission on August 17, 2007).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 2002.31.2
    
    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 2002.32.1
    
    Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 SIGNATURES
  ULTA SALON, COSMETICS & FRAGRANCE, INC.By:
    
    /s/ Lynelle P. KirbyLynelle P. KirbyPresident, Chief Executive Officer and DirectorBy:
    
    /s/ Gregg R. BodnarGregg R. BodnarChief Financial Officer
 22