##### Table of Contents



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 1, 2010
 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
(State or other jurisdiction of 
incorporation or organization)
    
    36-3685240
(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(Do not check if a smaller reporting company)
Smaller reporting company o 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
    
    
    7Notes to Financial Statements
    
    
    8Item 2.    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    13Item 3.    Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4.    Controls and Procedures
    
    
    19Part II  Other Information
    
    
    20Item 1.    Legal Proceedings
    
    
    20Item 1A.  Risk Factors
    
    
    20Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3.    Defaults Upon Senior Securities
    
    
    20Item 4.    [Reserved]
    
    
    20Item 5.    Other Information
    
    
    20Item 6.    Exhibits
    
    
    21SIGNATURES
    
    
    22
  2




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##### Table of Contents



Part I   Financial Information
 
 Item 1. Financial Statements
 
 Ulta Salon, Cosmetics & Fragrance, Inc.
Balance Sheets
 May 1,
    
    January 30,
    
    May 2,(In thousands)
    
    2010
    
    2010
    
    2009(unaudited)
    
    
    
    (unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    8,670
    
    
    $
    4,017
    
    
    $
    3,840Receivables, net
    
    
    8,051
    
    
    
    13,477
    
    
    
    12,392Merchandise inventories, net
    
    
    228,082
    
    
    
    206,948
    
    
    
    230,286Prepaid expenses and other current assets
    
    
    29,134
    
    
    
    30,272
    
    
    
    24,200Prepaid income taxes
    
    
    
    
    
    
    
    
    
    
    5,890Deferred income taxes
    
    
    8,060
    
    
    
    8,060
    
    
    
    8,195Total current assets
    
    
    281,997
    
    
    
    262,774
    
    
    
    284,803Property and equipment, net
    
    
    285,766
    
    
    
    290,861
    
    
    
    286,140Total assets
    
    $
    567,763
    
    
    $
    553,635
    
    
    $
    570,943Liabilities and stockholders equityCurrent liabilities:Current portion  notes payable
    
    $
    
    
    
    $
    
    
    
    $
    12,534Accounts payable
    
    
    60,693
    
    
    
    56,387
    
    
    
    53,500Accrued liabilities
    
    
    54,789
    
    
    
    59,189
    
    
    
    43,757Accrued income taxes
    
    
    6,740
    
    
    
    10,781
    
    
    
    Total current liabilities
    
    
    122,222
    
    
    
    126,357
    
    
    
    109,791Notes payable  less current portion
    
    
    
    
    
    
    
    
    
    
    88,047Deferred rent
    
    
    114,051
    
    
    
    113,718
    
    
    
    104,168Deferred income taxes
    
    
    20,952
    
    
    
    20,952
    
    
    
    17,616Total liabilities
    
    
    257,225
    
    
    
    261,027
    
    
    
    319,622
  See accompanying notes to financial statements.
 3




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##### Table of Contents



Ulta Salon, Cosmetics & Fragrance, Inc.
Balance Sheets (continued)
 May 1,
    
    January 30,
    
    May 2,(In thousands, except per share data)
    
    2010
    
    2010
    
    2009(unaudited)
    
    
    
    (unaudited)Stockholders equity:Common stock, $.01 par value, 400,000 shares
authorized; 59,095, 58,674 and 58,254 shares
issued; 58,590, 58,169 and 57,749 shares
outstanding; at May 1, 2010 (unaudited),
January 31, 2009 and May 2, 2009
(unaudited), respectively
    
    $
    591
    
    
    $
    586
    
    
    $
    583Treasury stock-common, at cost
    
    
    (4,179
    )
    
    
    (4,179
    )
    
    
    (4,179
    )Additional paid-in capital
    
    
    304,965
    
    
    
    300,701
    
    
    
    294,377Retained earnings (accumulated deficit)
    
    
    9,161
    
    
    
    (4,500
    )
    
    
    (38,936
    )Accumulated other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    (524
    )Total stockholders equity
    
    
    310,538
    
    
    
    292,608
    
    
    
    251,321Total liabilities and stockholders equity
    
    $
    567,763
    
    
    $
    553,635
    
    
    $
    570,943
 See accompanying notes to financial statements.
 4




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##### Table of Contents



Ulta Salon, Cosmetics & Fragrance, Inc.
Statements of Income
(unaudited)
 Three months endedMay 1,
    
    May 2,(In thousands, except per share data)
    
    2010
    
    2009Net sales
    
    $
    320,196
    
    
    $
    268,825Cost of sales
    
    
    215,661
    
    
    
    189,283Gross profit
    
    
    104,535
    
    
    
    79,542Selling, general and administrative expenses
    
    
    80,729
    
    
    
    69,393Pre-opening expenses
    
    
    474
    
    
    
    1,195Operating income
    
    
    23,332
    
    
    
    8,954Interest expense
    
    
    118
    
    
    
    671Income before income taxes
    
    
    23,214
    
    
    
    8,283Income tax expense
    
    
    9,553
    
    
    
    3,363Net income
    
    $
    13,661
    
    
    $
    4,920Net income per common share:Basic
    
    $
    0.23
    
    
    $
    0.09Diluted
    
    $
    0.23
    
    
    $
    0.08Weighted average common shares outstanding:Basic
    
    
    58,306
    
    
    
    57,743Diluted
    
    
    60,276
    
    
    
    58,750
 See accompanying notes to financial statements.
 5




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##### Table of Contents



Ulta Salon, Cosmetics & Fragrance, Inc.
Statements of Cash Flows
(unaudited)
 Three months endedMay 1,
    
    May 2,(In thousands)
    
    2010
    
    2009Operating activitiesNet income
    
    $
    13,661
    
    
    $
    4,920Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    15,918
    
    
    
    15,365Non-cash stock compensation charges
    
    
    1,735
    
    
    
    1,295Excess tax benefits from stock-based compensation
    
    
    (724
    )
    
    
    Loss on disposal of property and equipment
    
    
    197
    
    
    
    39Change in operating assets and liabilities:Receivables
    
    
    5,426
    
    
    
    5,876Merchandise inventories
    
    
    (21,134
    )
    
    
    (16,684
    )Prepaid expenses and other assets
    
    
    1,138
    
    
    
    94Income taxes
    
    
    (3,317
    )
    
    
    2,738Accounts payable
    
    
    4,306
    
    
    
    5,689Accrued liabilities
    
    
    (7,722
    )
    
    
    (4,255
    )Deferred rent
    
    
    333
    
    
    
    2,880Net cash provided by operating activities
    
    
    9,817
    
    
    
    17,957Investing activitiesPurchases of property and equipment
    
    
    (7,698
    )
    
    
    (12,320
    )Net cash used in investing activities
    
    
    (7,698
    )
    
    
    (12,320
    )Financing activitiesProceeds on long-term borrowings
    
    
    
    
    
    
    284,284Payments on long-term borrowings
    
    
    
    
    
    
    (289,750
    )Proceeds from issuance of common stock under stock plans
    
    
    1,810
    
    
    
    31Excess tax benefits from stock-based compensation
    
    
    724
    
    
    
    Net cash provided by (used in) financing activities
    
    
    2,534
    
    
    
    (5,435
    )Net increase in cash and cash equivalents
    
    
    4,653
    
    
    
    202Cash and cash equivalents at beginning of period
    
    
    4,017
    
    
    
    3,638Cash and cash equivalents at end of period
    
    $
    8,670
    
    
    $
    3,840Supplemental cash flow informationCash paid for interest
    
    $
    94
    
    
    $
    723Cash paid for income taxes
    
    $
    12,870
    
    
    $
    625Noncash investing and financing activities:Change in property and equipment included in accrued
liabilities
    
    $
    3,322
    
    
    $
    (3,000
    )Unrealized gain on interest rate swap hedge, net of tax
    
    $
    
    
    
    $
    107
 See accompanying notes to financial statements.
 6




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Ulta Salon, Cosmetics & Fragrance, Inc.
Statement of Stockholders Equity
(unaudited)
 Treasury 
    
    
    
    
    
    RetainedCommon Stock
    
    Common Stock
    
    Additional
    
    Earnings
    
    TotalIssued
    
    
    
    
    
    Treasury
    
    
    
    
    
    Paid-In
    
    (Accumulated
    
    Stockholders(In thousands, except per share data)
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit)
    
    EquityBalance  January 30, 2010
    
    
    58,674
    
    
    $
    586
    
    
    
    (505
    )
    
    $
    (4,179
    )
    
    $
    300,701
    
    
    $
    (4,500
    )
    
    $
    292,608Common stock options exercised
    
    
    421
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    1,805
    
    
    
    
    
    
    
    1,810Net income for the three months ended May 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,661
    
    
    
    13,661Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    724
    
    
    
    
    
    
    
    724Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,735
    
    
    
    
    
    
    
    1,735Balance  May 1, 2010
    
    
    59,095
    
    
    $
    591
    
    
    
    (505
    )
    
    $
    (4,179
    )
    
    $
    304,965
    
    
    $
    9,161
    
    
    $
    310,538
 See accompanying notes to financial statements.
 7




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Ulta Salon, Cosmetics & Fragrance, Inc.
Notes to Financial Statements
(unaudited)
 1. Business and basis of presentation
  State
    
    Number of storesAlabama
    
    
    7Arizona
    
    
    23Arkansas
    
    
    1California
    
    
    30Colorado
    
    
    11Connecticut
    
    
    1Delaware
    
    
    1Florida
    
    
    25Georgia
    
    
    16Illinois
    
    
    33Indiana
    
    
    6Iowa
    
    
    3Kansas
    
    
    1Kentucky
    
    
    2Louisiana
    
    
    2Maryland
    
    
    6Massachusetts
    
    
    4Michigan
    
    
    9Minnesota
    
    
    7Mississippi
    
    
    3Missouri
    
    
    3Nebraska
    
    
    2Nevada
    
    
    6New Jersey
    
    
    11New York
    
    
    12North Carolina
    
    
    13Ohio
    
    
    7Oklahoma
    
    
    7Oregon
    
    
    3Pennsylvania
    
    
    16Rhode Island
    
    
    1South Carolina
    
    
    6Tennessee
    
    
    3Texas
    
    
    46Utah
    
    
    2Virginia
    
    
    10Washington
    
    
    5Wisconsin
    
    
    3Total
    
    
    347
    2. Summary of significant accounting policies
  8




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Fiscal quarter
  Reclassifications
  Share-based compensation
  Three months endedMay 1, 2010
    
    May 2, 2009Volatility rate
    
    
    55.0
    %
    
    
    58.0
    %Average risk-free interest rate
    
    
    3.1
    %
    
    
    2.5
    %Average expected life (in years)
    
    
    6.3
    
    
    
    6.3Dividend yield
    
    None
    
    None
    Comprehensive income
  Three months endedMay 1,
    
    May 2,2010
    
    2009Net income
    
    $
    13,661
    
    
    $
    4,920Unrealized gain on interest rate swap hedge, net of income tax
    
    
    
    
    
    
    107Comprehensive income
    
    $
    13,661
    
    
    $
    5,027
 9




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3. Commitments and contingencies
 Leases 
 General litigation
   4. Notes payable
   5. Financial instruments
  10




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Amount of Gain (Loss)Recognized in AOCL on
    
    Amount of Gain Reclassfied
    
    Amount of Gain RecognizedDerivative (Effective
    
    from AOCL into Income
    
    in Income on DerivativePortion)
    
    (Effective Portion)
    
    (Ineffective Portion)Three months ended
    
    Three months ended
    
    Three months endedMay 1, 2010
    
    May 2, 2009
    
    May 1, 2010
    
    May 2, 2009
    
    May 1, 2010
    
    May 2, 2009Interest rate swap,
net of tax
    
    $
    
    
    
    $
    107
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 6. 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
    
    $
    
    
    
    $
    984
    
    
    $
    
 11




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7. Net income per common share
  Three months endedMay 1,
    
    May 2,2010
    
    2009Net income
    
    $
    13,661
    
    
    $
    4,920Denominator for basic net income per share 
weighted-average common shares
    
    
    58,306
    
    
    
    57,743Dilutive effect of stock options
    
    
    1,970
    
    
    
    1,007Denominator for diluted net income per share
    
    
    60,276
    
    
    
    58,750Net income per common share:Basic
    
    $
    0.23
    
    
    $
    0.09Diluted
    
    $
    0.23
    
    
    $
    0.08
  12




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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 Item 1A, Risk Factors of
our Annual Report on Form 10-K for the year ended january 30, 2010. 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
      13




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Global economic conditions
  Current business trends
  Change in Management
  Basis of presentation
    
    
    the general national, regional and local economic conditions and corresponding impact on
customer spending levels;
 14




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
    
    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;
    
    salon payroll and benefits;
    
    customer loyalty program expense; 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;
    
    stock-based compensation expense;
    
    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.
    15




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Results of operations
   Three months ended
    
    Three months endedMay 1,
    
    May 2,
    
    May 2,
    
    May 3,2010

    
    2009
    
    2009
    
    2008(Dollars in thousands)
    
    (Percentage of net sales)Net sales
    
    $
    320,196
    
    
    $
    268,825
    
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    215,661
    
    
    
    189,283
    
    
    
    67.4
    %
    
    
    70.4
    %Gross profit
    
    
    104,535
    
    
    
    79,542
    
    
    
    32.6
    %
    
    
    29.6
    %Selling, general and
administrative expenses
    
    
    80,729
    
    
    
    69,393
    
    
    
    25.2
    %
    
    
    25.8
    %Pre-opening expenses
    
    
    474
    
    
    
    1,195
    
    
    
    0.1
    %
    
    
    0.4
    %Operating income
    
    
    23,332
    
    
    
    8,954
    
    
    
    7.3
    %
    
    
    3.3
    %Interest expense
    
    
    118
    
    
    
    671
    
    
    
    0.0
    %
    
    
    0.2
    %Income before income taxes
    
    
    23,214
    
    
    
    8,283
    
    
    
    7.2
    %
    
    
    3.1
    %Income tax expense
    
    
    9,553
    
    
    
    3,363
    
    
    
    3.0
    %
    
    
    1.3
    %Net income
    
    $
    13,661
    
    
    $
    4,920
    
    
    
    4.3
    %
    
    
    1.8
    %Other operating data:Number stores end of period
    
    
    347
    
    
    
    320Comparable store sales
increase (decrease)
    
    
    10.8
    %
    
    
    (2.3
    )%
 Comparison of three months ended May 1, 2010 to three months ended May 2, 2009
 Net sales
   16




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Gross profit
  
    
    160 basis points of leverage in fixed store costs due to a combination of less drag on
the relatively smaller new store program in fiscal 2009 and increased comparable store
sales levels;
    
    70 basis points improvement in merchandise margins driven by our marketing and
merchandising strategies; and
    
    20 basis points of leverage in supply chain due to efficiencies and increased comparable
store sales levels.
 Selling, general and administrative expenses
  
    
    40 basis points of leverage in marketing expense attributed to the carry-forward benefit
of our fiscal 2009 cost efficiencies and stronger comparable store sales levels; and
    
    20 basis points of leverage in store payroll and variable store expenses on increased
comparable store sales levels.
 Pre-opening expenses
  Interest expense
  Income tax expense
  Net income
  Liquidity and capital resources
   17




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Three months endedMay 1,
    
    May 2,(In thousands)
    
    2010
    
    2009Net cash provided by operating activities
    
    $
    9,817
    
    
    $
    17,957Net cash used in investing activities
    
    
    (7,698
    )
    
    
    (12,320
    )Net cash provided by (used in) financing activities
    
    
    2,534
    
    
    
    (5,435
    )Net increase in cash and cash equivalents
    
    $
    4,653
    
    
    $
    202
 Operating activities
    Investing activities
  Financing activities
   18




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Credit facility
   Off-balance sheet arrangements
  Contractual obligations
  Critical accounting policies and estimates
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Interest rate sensitivity
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures over Financial Reporting
   19




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Changes in Internal Control over Financial Reporting
  
 Part II   Other Information
 
 Item 1. Legal Proceedings
 General
litigation 
   
 Item 1A. Risk Factors
  We are currently undergoing a leadership transition. The execution of our business plan and
development strategy could be harmed if we are not able to successfully manage this transition.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. [Reserved]
  
 Item 5. Other Information
  20




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Item 6. Exhibits
 Incorporated by ReferenceExhibit

    
    
    
    Filed
    
    
    
    Exhibit
    
    File
    
    FilingNumber
    
    Description of document
    
    Herewith
    
    Form
    
    Number
    
    Number
    
    Date3.1
    
    Amended and Restated Certificate
of Incorporation
    
    
    
    S-1
    
    
    3.1
    
    
    333-144405
    
    8/17/20073.2
    
    Amended and Restated Bylaws
    
    
    
    S-1
    
    
    3.2
    
    
    333-144405
    
    8/17/20074.1
    
    Specimen Common Stock Certificate
    
    
    
    S-1
    
    
    4.1
    
    
    333-144405
    
    10/11/20074.2
    
    Third Amended and Restated
Registration Rights Agreement
between Ulta Salon, Cosmetics &
Fragrance, Inc. and the
stockholders party thereto
    
    
    
    S-1
    
    
    4.2
    
    
    333-144405
    
    8/17/20074.3
    
    Stockholder Rights Agreement
    
    
    
    S-1
    
    
    4.4
    
    
    333-144405
    
    8/17/200710.1
    
    Succession agreement, dated as
of April 23, 2010, by and
between Ulta Salon, Cosmetics &
Fragrance, Inc. and Lyn Kirby.
    
    
    
    8-K
    
    
    10.1
    
    
    001-33764
    
    4/27/201010.2
    
    Employment Agreement, dated as
of April 12, 2010, by and
between Ulta Salon, Cosmetics &
Fragrance, Inc. and Carl Rubin.
    
    
    
    8-K
    
    
    10.2
    
    
    001-33764
    
    4/27/201010.2(a)
    
    First Amendment to Carl Rubin
Employment Agreement, dated
April 28, 2010.
    
    X10.3
    
    Restricted Stock Award
Agreement, dated May 10, 2010,
by and between Ulta Salon,
Cosmetics & Fragrance, Inc. and
Carl Rubin.
    
    
    
    8-K
    
    
    10.3
    
    
    001-33764
    
    4/27/201010.4
    
    Option Agreement, dated May 10,
2010, by and between Ulta Salon,
Cosmetics & Fragrance, Inc. and
Carl Rubin.
    
    
    
    8-K
    
    
    10.4
    
    
    001-33764
    
    4/27/201031.1
    
    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
    
    X31.2
    
    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
    
    X32.1
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
    
    X
 21




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##### Table of Contents



SIGNATURES
  ULTA SALON, COSMETICS & FRAGRANCE, INC.By:
    /s/ Lynelle P. KirbyLynelle P. KirbyChief Executive Officer and DirectorBy:
    /s/ Gregg R. BodnarGregg R. BodnarChief Financial Officer 22