UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM ~~10‑Q~~10-Q

~~[X]~~☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~October 28, 2017~~July 30, 2022

~~[ ]~~☐ 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~~001-33764

ULTA BEAUTY, INC.

(Exact name of Registrant as specified in its charter)

incorporation or organization)

Identification No.)

Delaware

(State or other jurisdiction of
incorporation or organization)

~~38‑4022268~~38-4022268

(I.R.S. Employer
Identification No.)

1000 Remington Blvd., Suite 120

Bolingbrook, Illinois

(Address of principal executive offices)

60440

(Zip code)

Registrant’s telephone number, including area code: (630) ~~410‑4800~~410-4800

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ULTA	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule ~~12b‑2~~12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☒Accelerated filer ☐

~~Non- accelerated~~ Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b‑2~~12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of ~~November 27, 2017~~August 22, 2022 was ~~60,992,388~~51,221,498 shares.

ULTA BEAUTY, INC.

TABLE OF CONTENTS


Part I - Financial Information

Item 1. Financial Statements
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Cash Flows		5
Consolidated ~~Statement~~Statements of Stockholders’ Equity		6
Notes to Consolidated Financial Statements		7 8

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations		14 15

Item 3. Quantitative and Qualitative Disclosures about Market Risk		23 24

Item 4. Controls and Procedures		23 25

Part II - Other Information		24 25

Item 1. Legal Proceedings		24 25

Item 1A. Risk Factors		24 25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24 25

Item 3. Defaults Upon Senior Securities		24 26

Item 4. Mine Safety Disclosures		24 26

Item 5. Other Information		25 26

Item 6. Exhibits		25 27

SIGNATURES		26
		28

Part I - Financial Information

Item ~~1.Financial~~1.Financial Statements

Ulta Beauty, Inc.

Consolidated Balance Sheets

October 28,

January 28,

October 29,
(In thousands, except per share data)

2017

2017

2016
Assets

(Unaudited)

(Unaudited)
Current assets:

Cash and cash equivalents

$
46,787

$
385,010

$
133,108
Short-term investments

60,000

30,000

110,000
Receivables, net

82,934

88,631

65,708
Merchandise inventories, net

1,349,714

943,975

1,137,023
Prepaid expenses and other current assets

101,403

88,621

85,611
Prepaid income taxes

5,450

—

7,015
Total current assets

1,646,288

1,536,237

1,538,465

Property and equipment, net

1,172,682

1,004,358

1,001,938
Deferred compensation plan and other assets

15,903

11,283

10,798
Total assets

$
2,834,873

$
2,551,878

$
2,551,201

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$
447,293

$
259,518

$
425,071
Accrued liabilities

266,435
R

260,854

229,569
Accrued income taxes

984

8,971

—
Total current liabilities

714,712

529,343

654,640

Deferred rent

400,477

366,191

361,667
Deferred income taxes

78,647

86,498

62,669
Other long-term liabilities

24,986

19,628

20,141
Total liabilities

1,218,822

1,001,660

1,099,117

Commitments and contingencies (Note 3)

Stockholders' equity:

Common stock, $0.01 par value, 400,000 shares authorized; 61,693, 62,733 and 62,920 shares issued; 61,074, 62,129 and 62,316 shares outstanding; at October 28, 2017 (unaudited), January 28, 2017 and October 29, 2016 (unaudited), respectively

617

627

629
Treasury stock-common, at cost

(18,732)

(14,524)

(14,427)
Additional paid-in capital

691,075

658,330

653,036
Retained earnings

943,091

905,785

812,846
Total stockholders’ equity

1,616,051

1,550,218

1,452,084
Total liabilities and stockholders’ equity

$
2,834,873

$
2,551,878

$
2,551,201


	July 30,		January 29,		July 31,
(In thousands, except per share data)	2022		2022		2021
Assets		(Unaudited)				(Unaudited)
Current assets:
Cash and cash equivalents	$	434,226	$	431,560	$	770,144
Receivables, net		180,514		233,682		154,416
Merchandise inventories, net		1,666,130		1,499,218		1,443,685
Prepaid expenses and other current assets		123,014		110,814		108,145
Prepaid income taxes		39,029		5,909		18,544
Total current assets		2,442,913		2,281,183		2,494,934

Property and equipment, net		912,017		914,476		909,507
Operating lease assets		1,509,246		1,482,256		1,470,166
Goodwill		10,870		10,870		10,870
Other intangible assets, net		1,075		1,538		2,001
Deferred compensation plan assets		33,393		38,409		36,396
Other long-term assets		36,480		35,647		30,711
Total assets	$	4,945,994	$	4,764,379	$	4,954,585

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	586,851	$	552,730	$	535,257
Accrued liabilities		323,939		364,797		313,372
Deferred revenue		316,571		353,579		265,462
Current operating lease liabilities		274,693		274,118		267,442
Accrued income taxes		—		12,786		—
Total current liabilities		1,502,054		1,558,010		1,381,533

Non-current operating lease liabilities		1,582,003		1,572,638		1,585,539
Deferred income taxes		40,029		39,693		64,535
Other long-term liabilities		52,840		58,665		43,165
Total liabilities		3,176,926		3,229,006		3,074,772

Commitments and contingencies (Note 6)

Stockholders' equity:
Common stock, $0.01 par value, 400,000 shares authorized; 52,087, 53,049, and 55,160 shares issued; 51,332, 52,311, and 54,446 shares outstanding; at July 30, 2022 (unaudited), January 29, 2022, and July 31, 2021 (unaudited), respectively		521		530		551
Treasury stock-common, at cost		(59,803)		(53,478)		(44,775)
Additional paid-in capital		982,339		934,945		889,206
Retained earnings		846,011		653,376		1,034,831
Total stockholders’ equity		1,769,068		1,535,373		1,879,813
Total liabilities and stockholders’ equity	$	4,945,994	$	4,764,379	$	4,954,585

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Income

(Unaudited)


	13 Weeks Ended				26 Weeks Ended
	July 30,		July 31,		July 30,		July 31,
(In thousands, except per share data)	2022		2021		2022		2021
Net sales	$	2,297,113	$	1,967,207	$	4,643,014	$	3,905,726
Cost of sales		1,368,949		1,169,244		2,773,824		2,353,975
Gross profit		928,164		797,963		1,869,190		1,551,751

Selling, general and administrative expenses		534,459		464,299		1,035,429		908,174
Pre-opening expenses		2,277		1,357		4,625		5,946
Operating income		391,428		332,307		829,136		637,631
Interest expense (income), net		(108)		425		293		783
Income before income taxes		391,536		331,882		828,843		636,848
Income tax expense		95,859		80,989		201,771		155,666
Net income	$	295,677	$	250,893	$	627,072	$	481,182

Net income per common share:
Basic	$	5.73	$	4.59	$	12.08	$	8.71
Diluted	$	5.70	$	4.56	$	12.00	$	8.66

Weighted average common shares outstanding:
Basic		51,607		54,675		51,928		55,235
Diluted		51,900		55,014		52,237		55,592

~~(Unaudited)~~

13 Weeks Ended

39 Weeks Ended

October 28,

October 29,

October 28,

October 29,
(In thousands, except per share data)

2017

2016

2017

2016
Net sales

$
1,342,181

$
1,131,232

$
3,946,914

$
3,274,163
Cost of sales

849,053

704,179

2,508,452

2,071,842
Gross profit

493,128

427,053

1,438,462

1,202,321

Selling, general and administrative expenses

320,729

280,464

887,601

757,568
Pre-opening expenses

9,732

6,928

19,989

14,159
Operating income

162,667

139,661

530,872

430,594
Interest income, net

(316)

(211)

(1,209)

(774)
Income before income taxes

162,983

139,872

532,081

431,368
Income tax expense

58,338

52,310

185,020

161,826
Net income

$
104,645

$
87,562

$
347,061

$
269,542

Net income per common share:

Basic

$
1.71

$
1.40

$
5.62

$
4.30
Diluted

$
1.70

$
1.40

$
5.58

$
4.28

Weighted average common shares outstanding:

Basic

61,299

62,371

61,778

62,625
Diluted

61,630

62,692

62,198

62,932

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	26 Weeks Ended
	July 30,		July 31,
(In thousands)	2022		2021
Operating activities
Net income	$	627,072	$	481,182
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		123,721		139,577
Non-cash lease expense		146,251		137,521
Deferred income taxes		336		(824)
Stock-based compensation expense		22,875		19,097
Loss on disposal of property and equipment		2,277		1,703
Change in operating assets and liabilities:
Receivables		53,168		38,693
Merchandise inventories		(166,912)		(275,470)
Prepaid expenses and other current assets		(12,200)		(741)
Income taxes		(45,906)		(61,074)
Accounts payable		40,051		59,360
Accrued liabilities		(49,364)		17,858
Deferred revenue		(37,008)		(8,921)
Operating lease liabilities		(163,302)		(146,892)
Other assets and liabilities		(392)		344
Net cash provided by operating activities		540,667		401,413

Investing activities
Capital expenditures		(120,500)		(57,305)
Other investments		(1,249)		—
Net cash used in investing activities		(121,749)		(57,305)

Financing activities
Repurchase of common shares		(434,448)		(635,793)
Stock options exercised		24,521		22,808
Purchase of treasury shares		(6,325)		(6,974)
Net cash used in financing activities		(416,252)		(619,959)

Effect of exchange rate changes on cash and cash equivalents		—		(56)
Net increase (decrease) in cash and cash equivalents		2,666		(275,907)
Cash and cash equivalents at beginning of period		431,560		1,046,051
Cash and cash equivalents at end of period	$	434,226	$	770,144

Supplemental information
Cash paid for interest	$	1,057	$	1,057
Income taxes paid, net of refunds		246,641		216,831
Non-cash capital expenditures		42,451		18,511

~~(Unaudited)~~

39 Weeks Ended

October 28,

October 29,

(In thousands)

2017

2016

Operating activities

Net income

$
347,061

$
269,542

Adjustments to reconcile net income to net cash provided by operating activities:


Depreciation and amortization

187,710

151,014

Deferred income taxes

(7,851)

3,142

Non-cash stock compensation charges

17,898

14,203

Excess tax benefits from stock-based compensation

—

(9,001)

Loss on disposal of property and equipment

5,707

6,822

Change in operating assets and liabilities:

Receivables

5,697

(716)

Merchandise inventories

(405,739)

(375,230)

Prepaid expenses and other current assets

(12,782)

(13,063)

Income taxes

(13,437)

(10,716)

Accounts payable

187,775

228,897

Accrued liabilities

(18,721)

11,247

Deferred rent

34,286

39,878

Other assets and liabilities

1,489

6,999

Net cash provided by operating activities

329,093

323,018

Investing activities

Purchases of short-term investments

(240,000)

(60,000)

Proceeds from short-term investments

210,000

80,000

Purchases of property and equipment

(337,639)

(281,203)

Net cash used in investing activities

(367,639)

(261,203)

Financing activities

Repurchase of common shares

(309,767)

(296,994)

Stock options exercised

14,849

16,188

Purchase of treasury shares

(4,208)

(2,742)

Excess tax benefits from stock-based compensation

—

9,001

Debt issuance costs

(551)

—

Net cash used in financing activities

(299,677)

(274,547)

Net decrease in cash and cash equivalents

(338,223)

(212,732)

Cash and cash equivalents at beginning of period

385,010

345,840

Cash and cash equivalents at end of period

$
46,787

$
133,108

Supplemental cash flow information

Cash paid for income taxes (net of refunds)

$
205,863

$
168,471

Non-cash investing activities:

Change in property and equipment included in accrued liabilities

$
24,302

$
30,971

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated ~~Statement~~Statements of Stockholders’ Equity

(Unaudited)


				Treasury -
	Common Stock			Common Stock			Additional				Total
	Issued			Treasury			Paid-In		Retained		Stockholders'
(In thousands)	Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance – January 29, 2022	53,049	$	530	(738)	$	(53,478)	$	934,945	$	653,376	$	1,535,373
Net income	—		—	—		—		—		331,395		331,395
Stock-based compensation	—		—	—		—		10,356		—		10,356
Stock options exercised and other awards	73		1	—		—		6,501		—		6,502
Purchase of treasury shares	—		—	(14)		(5,172)		—		—		(5,172)
Repurchase of common shares	(332)		(3)	—		—		—		(132,831)		(132,834)
Balance – April 30, 2022	52,790	$	528	(752)	$	(58,650)	$	951,802	$	851,940	$	1,745,620
Net income	—		—	—		—		—		295,677		295,677
Stock-based compensation	—		—	—		—		12,519		—		12,519
Stock options exercised and other awards	95		1	—		—		18,018		—		18,019
Purchase of treasury shares	—		—	(3)		(1,153)		—		—		(1,153)
Repurchase of common shares	(798)		(8)	—		—		—		(301,606)		(301,614)
Balance – July 30, 2022	52,087	$	521	(755)	$	(59,803)	$	982,339	$	846,011	$	1,769,068

~~(Unaudited)~~

Treasury -

Common Stock

Common Stock

Additional

Total

Issued

Treasury

Paid-In

Retained

Stockholders'
(In thousands)

Shares

Amount

Shares

Amount

Capital

Earnings

Equity

Balance – January 28, 2017

62,733

$
627

(604)

$
(14,524)

$
658,330

$
905,785

$
1,550,218
Stock options exercised and other awards

198

2

–

–

14,847

–

14,849
Purchase of treasury shares

–

–

(15)

(4,208)

–

–

(4,208)
Net income

–

–

–

–

–

347,061

347,061
Stock compensation charge

–

–

–

–

17,898

–

17,898
Repurchase of common shares

(1,238)

(12)

–

–

–

(309,755)

(309,767)
Balance – October 28, 2017

61,693

$
617

(619)

$
(18,732)

$
691,075

$
943,091

$
1,616,051

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

(Unaudited)


				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 (Loss)		Equity
Balance – January 30, 2021	56,952	$	569	(692)	$	(37,801)	$	847,303	$	1,189,422	$	56	$	1,999,549
Net income	—		—	—		—		—		230,289		—		230,289
Stock-based compensation	—		—	—		—		8,978		—		—		8,978
Foreign currency translation adjustments	—		—	—		—		—		—		(56)		(56)
Stock options exercised and other awards	94		1	—		—		5,031		—		—		5,032
Purchase of treasury shares	—		—	(21)		(6,766)		—		—		—		(6,766)
Repurchase of common shares	(1,243)		(12)	—		—		—		(392,297)		—		(392,309)
Balance – May 1, 2021	55,803	$	558	(713)	$	(44,567)	$	861,312	$	1,027,414	$	—	$	1,844,717
Net income	—		—	—		—		—		250,893		—		250,893
Stock-based compensation	—		—	—		—		10,119		—		—		10,119
Stock options exercised and other awards	104		1	—		—		17,775		—		—		17,776
Purchase of treasury shares	—		—	(1)		(208)		—		—		—		(208)
Repurchase of common shares	(747)		(8)	—		—		—		(243,476)		—		(243,484)
Balance – July 31, 2021	55,160	$	551	(714)	$	(44,775)	$	889,206	$	1,034,831	$	—	$	1,879,813

See accompanying notes to consolidated financial statements.

Table of Contents

Ulta Beauty, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share and store count data) (Unaudited)

~~(Unaudited)~~

~~1.Business~~1.Business and basis of presentation

On January 29, 2017, Ulta Salon, Cosmetics & Fragrance, Inc. implemented a holding company reorganization pursuant to which Ulta Beauty, Inc., which was incorporated as a Delaware corporation in December 2016, became the successor to Ulta Salon, Cosmetics & Fragrance, Inc., the former publicly traded company and now a wholly owned subsidiary of Ulta Beauty, Inc. As used in these notes and throughout this Quarterly Report on Form 10‑Q, all references to “we,” “us,” “our,” “Ulta Beauty” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries.

~~The Company~~ was ~~originally~~ 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 Quarterly Report on Form 10-Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries.

As of ~~October 28, 2017,~~July 30, 2022, the Company operated ~~1,058~~1,325 stores ~~in 48~~across 50 states, ~~and the District of Columbia,~~ as shown in the table below.

Number of

Number of
Location

stores

Location

stores
Alabama

17

Montana

6
Alaska

3

Nebraska

5
Arizona

25

Nevada

14
Arkansas

9

New Hampshire

7
California

134

New Jersey

27
Colorado

24

New Mexico

6
Connecticut

13

New York

40
Delaware

3

North Carolina

28
District of Columbia

1

North Dakota

3
Florida

71

Ohio

40
Georgia

33

Oklahoma

18
Idaho

8

Oregon

12
Illinois

52

Pennsylvania

40
Indiana

21

Rhode Island

3
Iowa

9

South Carolina

15
Kansas

11

South Dakota

2
Kentucky

11

Tennessee

20
Louisiana

16

Texas

97
Maine

3

Utah

13
Maryland

18

Virginia

25
Massachusetts

15

Washington

25
Michigan

44

West Virginia

6
Minnesota

15

Wisconsin

20
Mississippi

9

Wyoming

2
Missouri

19

Total

1,058


	Number of		Number of
Location	stores	Location	stores
Alabama	24	Montana	6
Alaska	3	Nebraska	5
Arizona	31	Nevada	16
Arkansas	11	New Hampshire	8
California	165	New Jersey	44
Colorado	26	New Mexico	7
Connecticut	19	New York	52
Delaware	3	North Carolina	40
Florida	91	North Dakota	4
Georgia	43	Ohio	45
Hawaii	4	Oklahoma	21
Idaho	9	Oregon	16
Illinois	55	Pennsylvania	45
Indiana	24	Rhode Island	4
Iowa	11	South Carolina	24
Kansas	13	South Dakota	3
Kentucky	15	Tennessee	28
Louisiana	18	Texas	120
Maine	3	Utah	15
Maryland	28	Vermont	1
Massachusetts	23	Virginia	32
Michigan	49	Washington	36
Minnesota	19	West Virginia	7
Mississippi	11	Wisconsin	20
Missouri	25	Wyoming	3
		Total	1,325

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles ~~(GAAP)~~ for interim financial information and with the instructions to Form ~~10‑Q~~10-Q and the U.S. Securities and Exchange Commission’s Article 10, Regulation S-X. These ~~consolidated~~ financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

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The Company’s business is subject to seasonal ~~fluctuation. Significant~~fluctuation, with significant portions of ~~the Company’s~~ net sales and net income ~~are~~being realized during the fourth quarter of the fiscal year due to the holiday selling season. The results for the 13 and 3926 weeks ended ~~October 28, 2017~~July 30, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending ~~February 3, 2018,~~January 28, 2023, or for any other future interim period or for any future ~~year.~~year, in particular as a result of the uncertainty around the continuing effects of the COVID-19 pandemic, geo-political events, and inflationary cost pressures on future periods.

These unaudited interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form ~~10‑K~~10-K for the year ended January ~~28, 2017.~~29, 2022. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

~~2.Summary~~

2.Summary of significant accounting policies

Information regarding ~~the Company’s~~ significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the ~~Company’s~~ Annual Report on Form ~~10‑K~~10-K for the year ended January ~~28, 2017.~~29, 2022. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Consolidated Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31. The ~~Company’s third~~second quarter in fiscal ~~2017~~2022 and ~~2016~~2021 ended on ~~October 28, 2017~~July 30, 2022 and ~~October 29, 2016,~~July 31, 2021, respectively.

~~Share-based compensation~~Use of estimates

The ~~Company measures share-based compensation cost on~~preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~grant~~reported amounts of assets and liabilities at the date ~~based on the fair value~~ of the ~~award,~~consolidated financial statements and ~~recognizes~~ the expense on a straight-line method over the requisite service period for awards expected to vest. The Company estimated the grant date fair value of stock options using a Black-Scholes valuation model using the following weighted-average assumptions for the periods indicated:

39 Weeks Ended

October 28,

October 29,


2017

2016

Volatility rate

30.9%

35.0%

Average risk-free interest rate

1.6%

1.2%

Average expected life (in years)

3.5

3.5

Dividend yield

None

None

The Company granted 106 and 109 stock options during the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for stock option grants was $2,212 and $1,983 for the 13 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for stock option grants was $6,589 and $5,965 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. The weighted-average grant date fair value of these options was $69.61 and $52.95 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. At October 28, 2017, there was approximately $20,562 of unrecognized compensation expense related to unvested stock options.

The Company issued 45 and 52 restricted stock units during the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for restricted stock units was $2,419 and $1,890 for the 13 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for restricted stock units was $6,872 and $5,335 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. At October 28, 2017, there was approximately $16,199 of unrecognized compensation expense related to restricted stock units.

The Company issued 21 and 24 performance-based restricted stock units during the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for performance-based restricted stock units was $1,618 and $1,468 for the 13 weeks ended October 28, 2017 and October 29, 2016, respectively. The compensation cost that has been charged against operating income for performance-

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based restricted stock units was $4,437 and $2,903 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively. At October 28, 2017, there was approximately $9,708 of unrecognized compensation expense related to performance-based restricted stock units.

~~Recent accounting pronouncements not yet adopted~~

~~Revenue Recognition from Contracts with Customers~~

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014‑09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification Topic 606 (ASU 2014‑09). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that the Company will recognize revenue when the transfer of promised goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ~~In August 2015, the FASB issued ASU 2015‑14, Revenue from Contracts with Customers (Topic 606),which delayed the effective date of ASU 2014‑09 by one year. With the deferral, the revenue recognition standard is effective~~ ~~for annual reporting periods beginning after December 15, 2017, including interim reporting periods,~~ ~~with early adoption permitted.~~ In March 2016, the FASB issued ASU 2016‑08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (ASU 2016‑08), which further clarifies how to implement revenue recognition guidance related to determining whether an entity is a principal or an agent in a revenue transaction. In April 2016, the FASB issued ASU 2016‑10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (ASU 2016‑10), which further clarifies the aspects of (a) identifying performance obligations and (b) the licensing implementation guidance. The effective date and transition requirements for ASU 2016‑08 and ASU 2016‑10 are the same as the effective date and transition requirements of ASU 2014‑09. These standards allow for either full retrospective or modified retrospective adoption.

The Company will adopt the new guidance in fiscal 2018 using the modified retrospective method. The Company’s project team has reached conclusions on key accounting policies based on the assessment of the effects of the standard. ASU 2014‑09 will impact the recognition timing or classificationreported amounts of revenues and expenses ~~for~~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 ~~(by using~~and income taxes to be the ~~deferred revenue method instead~~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 ~~incremental~~COVID-19 pandemic, geo-political events, and inflationary cost ~~method),~~pressures, will be reflected in the consolidated financial statements in future periods.

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3.Revenue

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

Disaggregated revenue

The following table sets forth the approximate percentage of net sales ~~instead of selling, general~~by primary category:


	13 Weeks Ended		26 Weeks Ended
	July 30,	July 31,	July 30,	July 31,
(Percentage of net sales)	2022	2021	2022	2021
Cosmetics	42%	43%	43%	44%
Haircare products and styling tools	22%	21%	21%	20%
Skincare	17%	17%	17%	18%
Fragrance and bath	12%	12%	12%	11%
Services	4%	4%	4%	4%
Accessories and other	3%	3%	3%	3%
	100%	100%	100%	100%

Deferred revenue

Deferred revenue primarily represents contract liabilities for the 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 administrative expenses under the proportional model), and sales refund reserve (by grossing up the balance sheet to record a refund obligation and right of return asset instead of recognizing revenue net of returns). unredeemed Ulta Beauty gift cards. In addition, breakage on gift cards is recognized proportionately as redemption occurs.

The ~~adoption~~following table provides a summary of ~~ASU 2014-09 will not have a material impact on~~ the ~~Company’s consolidated financial position, results~~changes included in deferred revenue during the 13 and 26 weeks ended July 30, 2022 and July 31, 2021:


	13 Weeks Ended				26 Weeks Ended
	July 30,		July 31,		July 30,		July 31,
(In thousands)	2022		2021		2022		2021
Beginning balance	$	312,359	$	253,172	$	345,206	$	269,032
Additions to contract liabilities (1)		101,904		91,824		213,678		183,929
Deductions to contract liabilities (2)		(108,350)		(88,769)		(252,971)		(196,734)
Ending balance	$	305,913	$	256,227	$	305,913	$	256,227

(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 $10,658 and $9,235 at July 30, 2022 and July 31, 2021, respectively.

4.Goodwill and other intangible assets

Goodwill, which represents the excess of ~~operations or cash flows. Upon adoption,~~cost over the ~~Company will recognize~~fair value of net assets acquired, was $10,870 at July 30, 2022, January 29, 2022, and July 31, 2021. NaN additional goodwill was recognized during the ~~cumulative effect~~13 and 26 weeks ended July 30, 2022. The recoverability of ~~adopting this guidance as an adjustment to~~goodwill is reviewed annually during the opening balance of retained earnings. Prior periods will not be retrospectively adjusted. In addition, the Company does not expect significant changes to its internal control over financial reporting due to the adoption.

~~Leases~~

~~In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842). This standard will change the way all leases of one year~~fourth quarter or more ~~are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and recognize~~frequently if an ~~associated financing lease liability~~event occurs or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, thosecircumstances change that contain provisions similar to capitalized leases, are amortized like capital leases under current GAAP as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. Entities are required to use a modified retrospective approach for leaseswould indicate that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and have the option to use certain relief. ASU 2016‑02 is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim reporting periods. Early adoption is permitted.

After further evaluation, the Company will adopt the new standard in fiscal 2019. The Company’s ability to adopt depends on system readiness, including software procured from third-party providers, and completing an analysis ofimpairment may exist.

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information necessary to quantify the financial statement impact. The Company formed a project team to review the current accounting policies and practices and assess the effect of the standard on the consolidated financial statements. The team completed a preliminary assessment of the potential impact of adopting ASU 2016‑02 on the consolidated financial statements. The adoption of ASU 2016‑02 will have a material impact on the Company’s consolidated financial position, but the Company is not able to quantify the difference at this time. The Company does not believe adoption of this standard will have a material impact on the Company’s consolidated results of operations or cash flows.

~~Liabilities – Extinguishments of Liabilities~~

In March 2016, the FASB issued ASU 2016‑04, Liabilities – Extinguishments of Liabilities (Subtopic 405‑20): Recognition of Breakage for Certain Prepaid Stored – Value Products. This update entitles a company to derecognize amounts related to expected breakage to the extent that it is probable a significant reversal of the recognized breakage amount will not subsequently occur. ASU 2016‑04 should be applied either using a modified retrospective transition method or retrospectively. ASU 2016‑04 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. ~~The adoption of ASU 2016‑04 is not expected to have a material impact on the Company’s~~ ~~consolidated financial position, results of operations or cash flows.~~

~~Statement of Cash Flows~~

~~In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force).~~ ASU 2016‑15 provides classification guidance on certain cash receipts and cash payments, including, but not limited to, debt prepayment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of bank-owned life insurance policies and distributions received from equity method investees. The adoption of ASU 2016‑15 requires a retrospective transition method applied to each period presented. ASU 2016‑15 is effective for annual periods and interim periods beginning after December 15, 2017, and early adoption is permitted. The adoption of ASU 2016‑15 is not expected to have a material impact on the Company’s ~~consolidated financial position, results of operations or cash flows.~~

~~In November 2016, the FASB issued ASU 2016‑18,Statement of Cash Flows (Topic 230): Restricted Cash~~ ~~(a consensus of the Emerging Issues Task Force)~~, which amends ASU Topic 230. ASU 2016‑18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer be required to present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. Entities will also have to disclose the nature of their restricted cash and restricted cash equivalent balances. ASU 2016‑18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those years, and early adoption is permitted. Entities are required to apply the guidance retrospectively. ~~The adoption of ASU 2016‑18 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.~~

~~Compensation – Stock Compensation: Scope of Modification Accounting~~

In May 2017, the FASB issued ASU 2017‑09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. ASU 2017‑09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted. The adoption of ASU 2017‑09 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

~~Recently adopted accounting pronouncements~~

~~Compensation – Stock Compensation~~

In March 2016, the FASB issued ASU 2016‑09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changed how companies account for certain aspects of share-based payments to employees. Companies have to recognize all income tax effects of awards in the income

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~~statement when~~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 ~~awards vest or are settled, and additional paid-in capital pools were eliminated. The guidance on employer’s accounting for an employee’s use~~carrying amount of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures changed, and two practical expedients for non-public entities were added. ASU 2016‑09 was effective for annual and interim reporting periods beginning after December 15, 2016.such assets may not be recoverable.

The Company adopted the new guidance prospectively in the first quarter of fiscal 2017. The adoption resulted in a decrease in the provision for income taxes of $781 and $9,921 for the 13 weeks and 39 weeks ended October 28, 2017, respectively, due to the recognition of excess tax benefits for options exercised and the vesting of equity awards. The extent of excess tax benefits or deficiencies is subject to variation in the Company’s stock price and timing/extent of restricted stock units vesting and employee stock option exercises. Additionally, the consolidated statements of cash flows now present such tax benefits or deficiencies as an operating activity on a prospective basis. Based on the adoption methodology applied, the statement of cash flows classification of prior periods has not been adjusted. As allowed under the new guidance, the Company did not change its accounting principles relative to elements of this standard and continued its existing practice of estimating the number of awards that will be forfeited.

5.Leases

~~3.Commitmentsandcontingencies~~

~~Leases~~ –The Company leases retail stores, distribution ~~and office facilities~~centers, fast fulfillment centers, corporate offices, and certain ~~equipment. Original~~equipment under non-cancelable operating leases with various expiration dates through 2034. All leases are classified as operating leases and generally have initial lease terms ~~range from three to ten~~of 10 years and, ~~store leases generally contain~~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.

Lease cost

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 ~~additional years. Total rent expense under~~corporate offices is classified within selling, general and administrative expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses.

The following table presents a summary of operating ~~leases was $60,687~~lease costs:


	13 Weeks Ended				26 Weeks Ended
	July 30,		July 31,		July 30,		July 31,
(In thousands)	2022		2021		2022		2021
Operating lease cost	$	79,094	$	76,776	$	159,995	$	155,512

Other information

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


	26 Weeks Ended
	July 30,		July 31,
(In thousands)	2022		2021
Cash paid for operating lease liabilities (1)	$	189,938	$	182,161
Operating lease assets obtained in exchange for operating lease liabilities (non-cash)		173,241		103,073

(1)	Excludes $13,363 and $16,923 related to cash received for tenant incentives for the 26 weeks ended July 30, 2022 and July 31, 2021, respectively.

6.Commitments and $51,580 for the 13 weeks ended October 28, 2017 and October 29, 2016, respectively. Total rent expense under operating leases was $175,282 and $150,424 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively.contingencies

~~General litigation~~ – The Company is involved in various legal proceedings that are incidental to the conduct of the ~~business.~~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.

~~4.Notes payable~~

7.Debt

On ~~August 23, 2017,~~March 11, 2020, the Company entered into aAmendment No. 1 to the Second Amended and Restated Loan Agreement ~~(the~~(as so amended, the Loan Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Lender ~~thereunder,~~thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and ~~Bookrunners,~~Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a ~~Lender,~~Lender; PNC Bank, National Association, as Documentation Agent and a ~~Lender,~~Lender; and the other lenders party thereto. The Loan Agreement matures on ~~August 23, 2022,~~March 11, 2025, provides maximum revolving loans equal to the lesser of ~~$400,000~~$1,000,000 or a percentage of eligible owned

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inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of ~~eligible owned receivables and~~ qualified cash), contains a ~~$20,000~~$50,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional ~~$50,000,~~$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 ~~will~~ 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 ~~1.25%~~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 ~~October 28, 2017,~~July 30, 2022, January ~~28, 2017~~29, 2022, and ~~October 29, 2016, the Company had no~~July 31, 2021, there were 0 borrowings outstanding under the credit ~~facility and~~facility.

As of July 30, 2022, the Company was in compliance with all terms and covenants of the Loan Agreement.

~~5.Fair~~

8.Fair value measurements

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

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

●

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

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●

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 ~~October 28, 2017,~~July 30, 2022, January ~~28, 2017~~29, 2022, and ~~October 29, 2016, the Company held financial~~July 31, 2021, there were liabilities ~~of $16,143, $10,474 and $10,955, respectively,~~ related to ~~its~~the non-qualified deferred compensation ~~plan.~~plan included in other long-term liabilities on the consolidated balance sheets of $36,071, $40,839, and $38,077, respectively. The liabilities ~~have been~~are 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.

~~6.Investments~~

9.Stock-based compensation

The Company’s short-term investments as of October 28, 2017, January 28, 2017 and October 29, 2016 consist of $60,000, $30,000 and $110,000, respectively, in certificates of deposit. These short-term investments are carried at cost, which approximatesStock-based compensation expense is measured on the grant date based on the fair value ~~and are~~ ~~recorded in~~of the ~~Consolidated Balance Sheets in Short-term investments.~~award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for awards expected to vest. The ~~contractual maturity~~estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions:



	26 Weeks Ended
	July 30,	July 31,
	2022	2021
Volatility rate	49.0%	46.9%
Average risk-free interest rate	2.4%	0.4%
Average expected life (in years)	3.4	3.9
Dividend yield	NaN	NaN

The expected volatility is based on the historical volatility of the Company’s ~~investments~~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.

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The Company granted 48 and 61 stock options during the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for stock options was ~~less than twelve months at~~ ~~October 28, 2017~~.$2,164 and $3,101 for the 13 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for stock options was $4,506 and $5,998 for the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. The weighted-average grant date fair value of these stock options was $149.14 and $109.72 for the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. At July 30, 2022, there was approximately $13,822 of unrecognized stock-based compensation expense related to unvested stock options.

~~7.Net~~There were 56 and 58 restricted stock units issued during the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for restricted stock units was $4,987 and $5,149 for the 13 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for restricted stock units was $9,439 and $9,984 for the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. At July 30, 2022, there was approximately $32,535 of unrecognized stock-based compensation expense related to restricted stock units.

There were 37 and 46 performance-based restricted stock units issued during the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for performance-based restricted stock units was $5,368 and $1,869 for the 13 weeks ended July 30, 2022 and July 31, 2021, respectively. Stock-based compensation expense for performance-based restricted stock units was $8,930 and $3,115 for the 26 weeks ended July 30, 2022 and July 31, 2021, respectively. At July 30, 2022, there was approximately $29,861 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

10.Income taxes

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which the Company operates stores. Income tax expense of $95,859 for the 13 weeks ended July 30, 2022 represents an effective tax rate of 24.5%, compared to $80,989 of tax expense representing an effective tax rate of 24.4% for the 13 weeks ended July 31, 2021.

Income tax expense of $201,771 for the 26 weeks ended July 30, 2022 represents an effective tax rate of 24.3%, compared to $155,666 of tax expense representing an effective tax rate of 24.4% for the 26 weeks ended July 31, 2021.

11.Net income per common share

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

13 Weeks Ended

39 Weeks Ended

October 28,

October 29,

October 28,

October 29,
(In thousands, except per share data)

2017

2016

2017

2016
Numerator for diluted net income per share – net income

$
104,645

$
87,562

$
347,061

$
269,542
Denominator for basic net income per share – weighted-average common shares

61,299

62,371

61,778

62,625
Dilutive effect of stock options and non-vested stock

331

321

420

307
Denominator for diluted net income per share

61,630

62,692

62,198

62,932

Net income per common share:

Basic

$
1.71

$
1.40

$
5.62

$
4.30
Diluted

$
1.70

$
1.40

$
5.58

$
4.28


	13 Weeks Ended				26 Weeks Ended
	July 30,		July 31,		July 30,		July 31,
(In thousands, except per share data)	2022		2021		2022		2021
Numerator:
Net income	$	295,677	$	250,893	$	627,072	$	481,182

Denominator:
Weighted-average common shares – Basic		51,607		54,675		51,928		55,235
Dilutive effect of stock options and non-vested stock		293		339		309		357
Weighted-average common shares – Diluted		51,900		55,014		52,237		55,592

Net income per common share:
Basic	$	5.73	$	4.59	$	12.08	$	8.71
Diluted	$	5.70	$	4.56	$	12.00	$	8.66

The denominator for diluted net income per common share for the 13 weeks ended ~~October 28, 2017~~July 30, 2022 and ~~October 29, 2016~~July 31, 2021 excludes ~~259~~67 and 21152 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. The denominator for diluted net income per common share for the 3926 weeks ended ~~October 28, 2017~~July 30, 2022 and ~~October 29, 2016~~July 31, 2021 excludes ~~172~~

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125 and ~~184~~207 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.

~~8.Share~~12.Share repurchase program

OnIn March ~~10, 2016, the Company announced that~~2020, the Board of Directors authorized a share repurchase program (the ~~2016~~2020 Share Repurchase Program) pursuant to which the Company ~~may~~could repurchase up to ~~$425,000~~$1,600,000 of the Company’s common stock. The ~~2016~~2020 Share Repurchase Program authorization revoked the previously authorized but unused ~~amounts~~amount of ~~$172,386~~$177,805 from the earlier share repurchase program. The ~~2016~~2020 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

As part of the 2016 Share Repurchase Program, the Company entered into an Accelerated Share Repurchase (ASR) agreement with Goldman, Sachs & Co. to repurchase $200,000 of the Company’s common stock. Under the ASR agreement, the Company paid $200,000 to Goldman, Sachs & Co. and received an initial delivery of 852 shares in the

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~~first quarter of 2016, which were retired and represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial delivery.~~ In May 2016, the ASR settled and an additional 153 shares were delivered to the Company and retired. The final number of shares delivered upon settlement was determined with reference to the average price of the Company’s common stock over the term of the agreement. The transaction was accounted for as an equity transaction. The par value of shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to additional paid-in capital and retained earnings. Upon receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

On March ~~9, 2017, the Company announced that~~2022, the Board of Directors authorized a new share repurchase program (the ~~2017~~2022 Share Repurchase Program) pursuant to which the Company may repurchase up to ~~$425,000~~$2,000,000 of the Company’s common stock. The ~~2017~~2022 Share Repurchase Program ~~authorization~~ revokes the previously authorized but unused ~~amount of $79,863~~amounts from the ~~2016~~2020 Share Repurchase Program. The ~~2017~~2022 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

~~During the 39 weeks ended October 28, 2017, the Company purchased 1,23~~8 ~~shares~~

A summary of common stock ~~for $309,767. During~~repurchase activity is presented in the ~~39 weeks ended October 29, 2016, excluding the shares repurchased under the ASR, the Company purchased 445 shares of common stock for $96,994.~~following table:


	26 Weeks Ended
	July 30,		July 31,
(In thousands)	2022		2021
Shares repurchased		1,130		1,990
Total cost of shares repurchased	$	434,448	$	635,793

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Item ~~2.Management’s~~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, as amended, 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,” “targets,” ~~“strategies”~~“strategies,” or other comparable words. Any forward-looking statements contained in this Form ~~10‑Q~~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, targets, strategies, 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;~~

spending and volatility in the economy, including as a result of the COVID-19 pandemic and geo-political events;

●

the impact of current inflationary cost pressures on payroll, benefits, supply chain, and other operating costs;

●

our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan;

●

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

●

epidemics, pandemics or natural disasters that have and could continue to negatively impact sales;

●

our ability to gauge beauty trends and react to changing consumer preferences in a timely manner;

●

the possibility that we may be unable to compete effectively in our highly competitive markets;

●

the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information;

●

~~weather conditions that could negatively impact sales;~~

the possibility of material disruptions to our information systems;

●

~~our ability~~the failure to ~~gauge beauty trends~~maintain satisfactory compliance with applicable privacy and ~~react to changing consumer preferences in a timely manner;~~

data protection laws and regulations;

●

~~our ability to attract and retain key executive personnel;~~

the possibility that the capacity of our distribution and order fulfillment infrastructure and the performance of our ~~newly opened~~distribution centers and ~~to be opened distribution~~fast fulfillment centers may not be adequate to support our ~~recent growth and~~ expected future growth plans;

●

~~our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan;~~

~~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 of material disruptions to our information systems;~~

changes in the wholesale cost of our products;

●

a decline in operating results that has and may continue to lead to asset impairment and store closure charges;

●

the possibility that new store openings and existing locations may be impacted by developer or co-tenant issues;

●

~~customer acceptance of~~ our ~~rewards program~~ability to attract and ~~technological and marketing initiatives;~~

retain key executive personnel;

●

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

●

our ability to successfully execute our common stock repurchase program or implement future common stock repurchase programs; 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~~10-K for the year ended January ~~28, 2017,~~29, 2022, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form ~~10‑Q~~10-Q (including this report).

Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

References in the following discussion to “we,” “us,” “our,” “Ulta Beauty,” the ~~“ Company,~~“Company,” and similar references mean Ulta Beauty, Inc. and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Overview

We were founded in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige ~~products,~~products; drug stores and mass merchandisers for mass ~~products~~products; and salons and authorized retail outlets for professional hair care products. We developed a unique specialty retail concept that offers ~~All Things Beauty. All in One Place.~~TM, a ~~compelling value proposition~~broad range of brands and price points, select beauty services, and a convenient and welcoming shopping

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environment. We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation and self-investment, and has high expectations for the shopping experience. We believe our strategy provides us with the competitive advantages that have contributed to our financial performance.

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~~On January 29, 2017,~~Today, we implemented a holding company reorganization pursuant to which Ulta Beauty, Inc., which was incorporated as a Delaware corporation in December 2016, became the successor to Ulta Salon, Cosmetics & Fragrance, Inc., the former publicly-traded company and now a wholly owned subsidiary of Ulta Beauty, Inc.

We are the largest beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products, and salon services. ~~We focus on providing affordable indulgence to our guests by combining unmatched product breadth, value and convenience with a distinctive specialty retail environment and experience.~~ Key aspects of our business include: ~~our ability to offer our guests~~ a ~~unique combination~~differentiated assortment of more than ~~20,000~~25,000 beauty products across ~~the~~a variety of categories ~~of prestige~~ and ~~mass cosmetics, fragrance, haircare, skincare, bath and body products and salon styling tools,~~price points as well as a ~~full-service~~variety of beauty services, including salon services, in ~~every store featuring hair, skin and brow services; our focus on delivering a compelling value proposition to our guests across all of our product categories; and convenience, as our~~more than 1,300 stores ~~are~~ predominantly located in convenient, high-traffic ~~locations such as power centers.~~locations; engaging digital experiences delivered through our website, Ulta.com, and our mobile applications; our best-in-class loyalty program that enables members to earn points for every dollar spent on products and beauty services and provides us with deep, proprietary customer insights; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic ~~imperatives:~~priorities: 1) ~~acquire new guests~~drive breakthrough and disruptive growth through an expanded definition of All Things Beauty, 2) evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World, 3) expand and deepen ~~loyalty with existing guests, 2) differentiate by delivering a distinctive~~our presence across the beauty journey, solidifying Ulta Beauty at the Heart of the Beauty Community, 4) drive operational excellence and ~~personalized guest experience across all channels, 3) offer relevant, innovative~~optimization, 5) protect and ~~often exclusive products that excite~~cultivate our ~~guests, 4) deliver exceptional services in three core areas: hair, skin health~~world-class culture and ~~brows, 5) grow stores~~talent and ~~e-commerce to reach~~6) expand our environmental and ~~serve more guests, 6) invest in infrastructure to support our guest experience and growth, and capture scale efficiencies and 7) attract and retain talent that drives a winning culture.~~social impact. We believe that the ~~expanding~~attractive and growing U.S. beauty products and salon services industry, the expanding definition of beauty and the ~~shift~~role that omnichannel capabilities play in ~~distribution channel of prestige beauty products from department stores to specialty retail stores,~~consumers’ lives, coupled with Ulta Beauty’s competitive strengths, ~~positions~~position us to capture additional market share in the industry.

Comparable sales is a key metric that is monitored closely within the retail industry. Our comparable sales have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable sales, including general U.S. economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.

Over the ~~long-term,~~long term, our growth strategy is to increase total net sales through ~~increases in~~growing our comparable sales, byexpanding omnichannel capabilities, and opening new ~~stores and by increasing sales in our e-commerce channel. Operating~~stores. Long-term operating profit is expected to increase as a result of our ~~ability~~efforts to optimize our real estate portfolio, expand merchandise margin and leverage our fixed store costs with comparable sales increases and operating efficiencies, partially offset by incremental investments in people, systems, and supply chain ~~investments.~~required to support a 1,500 to 1,700 store chain in the U.S. with successful e-commerce and competitive omnichannel capabilities.

Current Trends

Impact of COVID-19

We closely monitor the continuing impact of COVID-19 on all facets of our business. During the first half of fiscal 2022, we experienced an increase in sales driven primarily by the favorable impact from the easing of COVID-19 restrictions. While operations during the first half of fiscal 2022 did not appear to be negatively impacted, the continuing COVID-19 pandemic could have negative impacts in the future. The extent of the impact of the pandemic on our future business and financial results will depend on, among other things, the potential temporary reclosing of certain stores, the potential temporary restrictions on certain store operating hours and/or in-store capacity, supply chain disruptions, increased freight costs and higher wholesale costs, the continued duration of the pandemic and any variants of the virus, the duration, timing and severity of the impact on consumer spending, the timing and effectiveness of vaccine distribution, vaccination rates, and how quickly and to what extent normal economic and operating conditions can resume.

Industry trends

Our research indicates that Ulta Beauty has captured meaningful market share across all categories over the last several years. However, the COVID-19 pandemic and its various impacts have changed consumer behavior and consumption of beauty products due to the closures of offices, retail stores and other businesses and the significant decline in travel,

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entertainment and social gatherings. The overall beauty market declined in 2020 but stabilized in 2021, as consumers began to recover from the impacts of COVID-19. We remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains over the long term.

Impact of inflation and changing prices

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, continued pressure from inflation could have an adverse impact on consumer spending and sales and could lead to a recession. Furthermore, inflation pressure could negatively impact our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with higher costs. In addition, inflation could materially increase the interest rates on any future debt.

Basis of presentation

~~We have determined the operating segments on the same basis that we use to internally evaluate performance. We have combined our three operating segments:~~The Company has one reportable segment, which includes retail stores, salon services, and ~~e-commerce, into one reportable segment because they have a similar class of consumers, economic characteristics, nature of products and distribution methods.~~e-commerce.

~~Net sales include retail store and e-commerce merchandise sales as well as salon service revenue.~~ We recognize merchandise revenue at the point of sale in our retail stores. E-commerce sales are recognized upon shipment or guest pickup of the merchandise based on ~~delivery~~meeting the transfer of ~~merchandise to the guest.~~control criteria. Retail store and e-commerce sales are recorded net of estimated returns. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the customer, which is at the time of shipment or guest pickup. We provide refunds for merchandise returns within 60 days from the original purchase date. State sales taxes are presented on a net basis as we consider our self a pass-through conduit for collecting and remitting state sales tax. Salon service revenue is recognized at the time the service is ~~provided.~~provided to the guest. Gift card sales revenue is deferred until the guest redeems the gift card. Company coupons and other incentives are recorded as a reduction of net sales. Other revenue includes the private label and co-branded credit card programs, royalties derived from the partnership with Target, and deferred revenue related to the loyalty program and gift card breakage.

Comparable sales reflect sales for stores beginning on the first day of the ~~14th~~14^th month of operation. Therefore, a store is included in our comparable store base on the first day of the period after one year of operations plus the initial ~~one month~~one-month grand opening period. Non-comparable store sales include sales from new stores that have not yet completed their ~~13th~~13^th month of operation and stores that were closed for part or all of the period in either ~~year as a result of remodel activity.~~year. Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or prior period. Comparable sales include ~~the Company’s e-commerce business.~~retail sales, salon services, and e-commerce. There may be variations in the way in which some of our competitors and other retailers calculate comparable or same store sales.

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Measuring comparable sales allows us to evaluate the performance of our store base as well as several other aspects of our overall strategy. Several factors could positively or negatively impact our comparable sales results:

●

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 merchandising and marketing activities; and

●

the number of new stores opened and the impact on the average age of all of our comparable stores.

Cost of sales includes:

●

the cost of merchandise sold, ~~(retail store~~offset by vendor income that is not a reimbursement of specific, incremental, and ~~e-commerce), including substantially all vendor allowances, which are treated as a reduction of merchandise~~identifiable costs;

●

~~warehousing and~~ distribution costs including labor and related benefits, freight, rent, depreciation and amortization, real estate taxes, utilities, and insurance;

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●

shipping and handling costs;

●

~~store~~retail stores occupancy costs including rent, depreciation and amortization, real estate taxes, utilities, repairs and maintenance, insurance, ~~licenses~~ and ~~cleaning expenses;~~

licenses;

●

salon services payroll and benefits;

and

●

~~customer loyalty program expense; and~~

shrink and inventory valuation reserves.

Our cost of sales may be negatively impacted as we open ~~an increasing number of~~new stores. Changes in our merchandise or channel mix may also have an impact on cost of sales. This presentation of items included in cost of sales may not be comparable to the way in which our competitors or other retailers compute their cost of sales.

Selling, general and administrative expenses include:

●

payroll, bonus, and benefit costs for retail store and corporate employees;

●

advertising and marketing costs, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costs;

●

~~credit card program incentives;~~

occupancy costs related to our corporate office facilities;

●

stock-based compensation expense;

●

depreciation and amortization for all assets, except those related to our retail stores and ~~warehouse~~distribution operations, which are included in cost of sales; and

●

legal, finance, information systems, and other corporate overhead costs.

This presentation of items in selling, general and administrative expenses may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.

Pre-opening expenses include non-capital expenditures during the period prior to store opening for new, remodeled, and relocated stores including rent during the construction period for new and relocated stores, store set-up labor, management and employee training, and grand opening advertising.

Interest ~~income,~~expense, net includes both interest ~~income~~expense and ~~expense. Interest income represents interest from cash equivalents and short-term investments with maturities of twelve months or less from the date of purchase.~~income. Interest expense includes interest costs and ~~unused~~ facility fees associated with our credit facility, which is structured as an asset-based lending instrument. Our credit facility interest is based on a variable interest rate structure which can result in increased cost in periods of rising interest rates.

~~Table~~ Interest income represents interest from cash equivalents and short-term investments with maturities of ~~Contents~~

twelve months or less from the date of purchase.

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which we operate stores.

Results of operations

Our quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31. The Company’s ~~third~~second quarter in fiscal ~~2017~~2022 and ~~2016~~2021 ended on ~~October 28, 2017~~July 30, 2022 and ~~October 29, 2016,~~July 31, 2021, respectively. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

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The following ~~table presents~~tables present the components of our consolidated results of operations for the periods indicated:


	13 Weeks Ended				39 Weeks Ended
	October 28,		October 29,		October 28,		October 29,

									13 Weeks Ended				26 Weeks Ended
									July 30,		July 31,		July 30,		July 31,
(Dollars in thousands)	2017		2016		2017		2016		2022		2021		2022		2021
Net sales	$	1,342,181	$	1,131,232	$	3,946,914	$	3,274,163	$	2,297,113	$	1,967,207	$	4,643,014	$	3,905,726
Cost of sales		849,053		704,179		2,508,452		2,071,842		1,368,949		1,169,244		2,773,824		2,353,975
Gross profit		493,128		427,053		1,438,462		1,202,321		928,164		797,963		1,869,190		1,551,751


Selling, general and administrative expenses		320,729		280,464		887,601		757,568		534,459		464,299		1,035,429		908,174
Pre-opening expenses		9,732		6,928		19,989		14,159		2,277		1,357		4,625		5,946
Operating income		162,667		139,661		530,872		430,594		391,428		332,307		829,136		637,631
Interest income, net		(316)		(211)		(1,209)		(774)
Interest expense (income), net										(108)		425		293		783
Income before income taxes		162,983		139,872		532,081		431,368		391,536		331,882		828,843		636,848
Income tax expense		58,338		52,310		185,020		161,826		95,859		80,989		201,771		155,666
Net income	$	104,645	$	87,562	$	347,061	$	269,542	$	295,677	$	250,893	$	627,072	$	481,182


Other operating data:
Number of stores end of period		1,058		949		1,058		949		1,325		1,296		1,325		1,296
Comparable sales increase:
Retail and salon comparable sales		6.6%		14.3%		8.6%		13.6%
E-commerce comparable sales		62.9%		59.1%		68.2%		50.8%
Total comparable sales increase		10.3%		16.7%		12.1%		15.4%
Comparable sales										14.4%		56.3%		16.2%		60.9%


	13 Weeks Ended				26 Weeks Ended
	July 30,		July 31,		July 30,		July 31,
(Percentage of net sales)	2022		2021		2022		2021
Net sales		100.0%		100.0%		100.0%		100.0%
Cost of sales		59.6%		59.4%		59.7%		60.3%
Gross profit		40.4%		40.6%		40.3%		39.7%

Selling, general and administrative expenses		23.3%		23.6%		22.3%		23.3%
Pre-opening expenses		0.1%		0.1%		0.1%		0.1%
Operating income		17.0%		16.9%		17.9%		16.3%
Interest expense (income), net		(0.0%)		0.0%		0.0%		0.0%
Income before income taxes		17.0%		16.9%		17.9%		16.3%
Income tax expense		4.2%		4.1%		4.3%		4.0%
Net income		12.9%		12.8%		13.5%		12.3%

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13 Weeks Ended

39 Weeks Ended

October 28,

October 29,

October 28,

October 29,

(Percentage of net sales)

2017

2016

2017

2016

Net sales

100.0%

100.0%

100.0%

100.0%

Cost of sales

63.3%

62.2%

63.6%

63.3%

Gross profit

36.7%

37.8%

36.4%

36.7%

Selling, general and administrative expenses

23.9%

24.8%

22.5%

23.1%

Pre-opening expenses

0.7%

0.6%

0.5%

0.4%

Operating income

12.1%

12.4%

13.5%

13.2%

Interest income, net

0.0%

0.0%

0.0%

0.0%

Income before income taxes

12.1%

12.4%

13.5%

13.2%

Income tax expense

4.3%

4.6%

4.7%

4.9%

Net income

7.8%

7.7%

8.8%

8.2%

Comparison of 13 weeks ended ~~October 28, 2017~~July 30, 2022 to 13 weeks ended ~~October 29, 2016~~July 31, 2021

Net sales

Net sales increased ~~$210.9~~$329.9 million or ~~18.6%~~16.8%, to ~~$1,342.2~~$2.3 billion for the 13 weeks ended July 30, 2022, compared to $2.0 billion for the 13 weeks ended July 31, 2021. The net sales increase was primarily due to the favorable impact from the continued resilience of the beauty category, the impact of new brands and product innovation, the easing of COVID-19 restrictions and an increase of $19.0 million in other revenue compared to the 13 weeks ended July 31, 2021. The total comparable sales increase of 14.4% during the 13 weeks ended July 30, 2022 was driven by an8.3% increase in transactions and a5.6% increase in average ticket.

Gross profit

Gross profit increased $130.2 million or 16.3%, to $928.2 million for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$1,131.2~~$798.0 million for the 13 weeks ended October 29, 2016. Salon service sales increased $6.5 million or 10.8%, to $66.9 million compared to $60.4 million in the third quarter of 2016. E-commerce sales increased $46.3 million or 62.9%, to $119.8 million compared to $73.6 million in the third quarter of 2016. The net sales increase is due to comparable stores driving an increase of $115.2 million and an increase in non-comparable stores of $95.7 million compared to the third quarter of 2016. We estimate that Hurricanes Harvey and Irma resulted in approximately $14 million in lost sales during the 13 weeks ended October 28, 2017.

The 10.3% comparable sales increase consisted of a 6.6% increase in retail stores and salon services and a 62.9% increase in e-commerce sales. The inclusion of e-commerce sales resulted in an increase of approximately 370 basis points to the Company’s consolidated same store sales calculation for the 13 weeks ended October 28, 2017, compared to 240 basis points for the 13 weeks ended October 29, 2016. The total comparable sales increase included a 6.0% increase in transactions and a 4.3% increase in average ticket. We attribute the increase in comparable sales to our successful marketing and merchandising strategies. We estimate that Hurricanes Harvey and Irma resulted in approximately 100 basis points of negative impact to comparable store sales for the 13 weeks ended October 28, 2017.

~~Gross profit~~

~~Gross profit increased $66.1 million or 15.5%, to $493.1 million for the 13 weeks ended October 28, 2017, compared to $427.1 million for the 13 weeks ended October 29, 2016.~~July 31, 2021. Gross profit as a percentage of net sales decreased~~110 basis points~~ to ~~36.7%~~40.4% for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~37.8%~~40.6% for the 13 weeks ended ~~October 29, 2016.~~July 31, 2021. The decrease in gross profit margin was primarily due to ~~deleverage~~lower merchandise margin and higher inventory shrink, partially offset by leverage of fixed costs and strong growth in ~~merchandise margins.~~other revenue.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses increased ~~$40.3~~$70.2 million or ~~14.4%~~15.1%, to ~~$320.7~~$534.5 million for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$280.5~~$464.3 million for the 13 weeks ended ~~October 29, 2016.~~July 31, 2021. SG&A expenses as a percentage of net sales decreased ~~90 basis points~~ to ~~23.9%~~23.3% for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~24.8%~~23.6% for the 13 weeks ended ~~October 29, 2016. The decrease is~~July 31, 2021, primarily due to lower marketing expenses and leverage of store payroll and benefits and store expenses due to higher sales, partially offset by deleverage in corporate overhead ~~and variable store expenses attributed~~primarily due to ~~cost efficiencies~~strategic investments and higher ~~sales volume, partially offset by investments in store labor to support growth initiatives and charges related to the hurricanes.~~incentive compensation.

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Pre-opening expenses

Pre-opening expenses increased ~~$2.8~~$0.9 million to ~~$9.7~~$2.3 million for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022 compared to ~~$6.9~~$1.4 million for the 13 weeks ended October 29, 2016. During the 13 weeks ended October 28, 2017, we opened 48 new stores, relocated two stores and remodeled five stores, compared to the 13 weeks ended October 29, 2016, when we opened 42 new stores, relocated one store and remodeled six stores. July 31, 2021.

Interest ~~income,~~expense (income), net

Interest income, net was ~~$0.3~~$0.1 million for the 13 weeks ended ~~October 28, 2017~~July 30, 2022 compared to ~~$0.2~~interest expense, net of $0.4 million for the 13 weeks ended ~~October 29, 2016.~~July 31, 2021. Interest income ~~results~~represents interest from cash equivalents and short-term investments with maturities of twelve months or less from the date of purchase. Interest expense represents interest on borrowings and ~~various~~ fees related to the credit facility. We did not have any outstanding borrowings on our credit facility as of ~~October 28, 2017~~July 30, 2022, January 29, 2022, and ~~October 29, 2016.~~July 31, 2021.

Income tax expense

Income tax expense of ~~$58.3~~$95.9 million for the 13 weeks ended ~~October 28, 2017~~July 30, 2022 represents an effective tax rate of ~~35.8%~~24.5%, compared to ~~$52.3~~$81.0 million of tax expense representing an effective tax rate of ~~37.4%~~24.4% for the 13 weeks ended October 29, 2016. The lower tax rate is primarily due to a tax benefit resulting from the Company’s adoption of a new accounting standard for employee share-based payments, and income tax credits. See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”July 31, 2021.

Net income

Net income ~~increased $17.1 million or 19.5%, to $104.6~~was $295.7 million for the 13 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$87.6~~$250.9 million for the 13 weeks ended ~~October 29, 2016.~~July 31, 2021. The increase in net income is primarily ~~related~~due to the ~~$66.1~~$130.2 million increase in gross profit, partially offset by ~~a $40.3~~the $70.2 million increase in SG&A expenses and ~~a $6.0~~the $14.9 million increase in income ~~tax expense.~~taxes.

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Comparison of 3926 weeks ended ~~October 28, 2017~~July 30, 2022 to 3926 weeks ended ~~October 29, 2016~~July 31, 2021

Net sales

Net sales increased ~~$672.8~~$737.3 million or ~~20.5%~~18.9%, to ~~$3,946.9 million~~$4.6 billion for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$3,274.2 million~~$3.9 billion for the 3926 weeks ended October 29, 2016. Salon service sales increased $25.4 million or 14.3%, to $203.7 million compared to $178.2 million in the first 39 weeks of fiscal 2016. E-commerce sales increased $129.9 million or 68.2%, to $320.4 million compared to $190.5 million in the first 39 weeks of fiscal 2016.July 31, 2021. The net sales increase iswas primarily due to ~~comparable stores driving~~the favorable impact from the continued resilience of the beauty category, the impact of new brands and product innovation, the easing of COVID-19 restrictions and an increase of ~~$390.9~~$39.4 million ~~and an increase~~ in ~~non-comparable stores of $281.9 million~~other revenue compared to the ~~first 39 weeks of fiscal 2016.~~

The 12.1% comparable sales increase consisted of an 8.6% increase in retail stores and salon services and a 68.2% increase in e-commerce sales. The inclusion of e-commerce sales resulted in an increase of approximately 350 basis points to the Company’s consolidated same store sales calculation for the 3926 weeks ended ~~October 28, 2017 compared to 180 basis points for the 39 weeks ended October 29, 2016.~~July 31, 2021. The total comparable sales increase ~~included~~of 16.2% during the 26 weeks ended July 30, 2022 was driven by a ~~6.9%~~9.2% increase in transactions and a ~~5.2%~~6.4% increase in average ticket. ~~We attribute the increase in comparable sales to our successful marketing and merchandising strategies.~~

Gross profit

Gross profit increased ~~$236.1~~$317.4 million or ~~19.6%~~20.5%, to ~~$1,438.5 million~~$1.9 billion for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$1,202.3 million~~$1.6 billion for the 3926 weeks ended ~~October 29, 2016.~~July 31, 2021. Gross profit as a percentage of net sales ~~decreased 30 basis points~~increased to ~~36.4%~~40.3% for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~36.7%~~39.7% for the 3926 weeks ended ~~October 29, 2016.~~July 31, 2021. The ~~decrease~~increase in gross profit margin was primarily due to ~~deleverage~~leverage of fixed costs, strong growth in ~~merchandise margins~~other revenue, and favorable channel mix shifts, partially offset by ~~leverage in fixed store costs.~~lower merchandise margin and higher inventory shrink.

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Selling, general and administrative expenses

SG&A expenses increased ~~$130.0~~$127.3 million or ~~17.2%~~14.0%, to ~~$887.6~~$1.0 billion for the 26 weeks ended July 30, 2022, compared to $908.2 million for the 3926 weeks ended ~~October 28, 2017, compared to $757.6 million for the 39 weeks ended October 29, 2016. As~~July 31, 2021. SG&A expenses as a percentage of net sales ~~SG&A expenses~~ decreased ~~60 basis points~~ to ~~22.5%~~22.3% for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~23.1%~~23.3% for the 3926 weeks ended ~~October 29, 2016. The decrease is~~July 31, 2021, due to lower marketing expenses and leverage of store payroll and benefits due to higher sales, partially offset by deleverage in corporate overhead ~~and variable store expenses attributed~~primarily due to ~~cost efficiencies and higher sales volume, partially offset by investments in store labor to support growth initiatives.~~strategic investments.

Pre-opening expenses

Pre-opening expenses ~~increased $5.8~~decreased $1.3 million to ~~$20.0~~$4.6 million for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$14.2~~$5.9 million for the 3926 weeks ended October 29, 2016. During the 39 weeks ended October 28, 2017, we opened 86 new stores, relocated five stores and remodeled 10 stores, compared to the 39 weeks ended October 29, 2016, when we opened 79 new stores, relocated two stores and remodeled 11 stores.July 31, 2021.

Interest expense, net

Interest ~~income, net~~

~~Interest income,~~expense, net was ~~$1.2~~$0.3 million for the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022 compared to $0.8 million for the 3926 weeks ended ~~October 29, 2016. Interest income results from cash equivalents and short-term investments with maturities of twelve months or less from the date of purchase.~~July 31, 2021. Interest expense represents interest on borrowings and ~~various~~ fees related to the credit facility. We did not have any outstanding borrowings on our credit facility as of ~~October 28, 2017~~July 30, 2022, January 29, 2022, and ~~October 29, 2016.~~ July 31, 2021.

Income tax expense

Income tax expense of ~~$185.0~~$201.8 million for the 3926 weeks ended ~~October 28, 2017~~July 30, 2022 represents an effective tax rate of ~~34.8%~~24.3%, compared to ~~$161.8~~$155.7 million of tax expense representing an effective tax rate of ~~37.5%~~24.4% for the 3926 weeks ended ~~October 29, 2016.~~July 31, 2021.

Net income

Net income was $627.1 million for the 26 weeks ended July 30, 2022 compared to $481.2 million for the 26 weeks ended July 31, 2021. The ~~lower tax rate~~increase in net income is primarily due to ~~a tax benefit resulting from~~ the Company’s adoption of a new accounting standard for employee share-based payments. See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”

~~Net income~~

Net income increased $77.5 million or 28.8%, to $347.1 million for the 39 weeks ended October 28, 2017, compared to $269.5 million for the 39 weeks ended October 29, 2016. The increase is primarily related to the $236.1$317.4 million increase in gross profit, partially offset by ~~a $130.0~~the $127.3 million increase in SG&A expenses and ~~a $23.2~~the $46.1 million increase in income ~~tax expense.~~taxes.

Liquidity and capital resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facility. The most significant components of our working capital are merchandise inventories and cash and cash equivalents reduced by related accounts payable, accrued expenses and deferred revenue. As of July 30, 2022, January

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29, 2022, and July 31, 2021, we had cash and cash equivalents of $434.2 million, $431.6 million, and $770.1 million, respectively.

Our primary cash needs are for rent, capital expenditures for new, ~~relocated~~remodeled, and ~~remodeled~~relocated stores, increased merchandise inventories related to store expansion and new brand additions, ~~in-store boutiques (sets of custom designed fixtures configured to prominently display certain prestige brands within our stores),~~ supply chain improvements, share repurchases, and ~~for~~ continued improvement in our information technology systems.

Our ~~primary sources of liquidity are~~most significant ongoing short-term cash ~~on hand, short-term~~requirements relate primarily to funding operations (including expenditures for lease expenses, inventory, labor, distribution, advertising and marketing, and tax liabilities) as well as periodic spend for capital expenditures, investments, and cash flows from operations, including changes in working capital, and borrowings under our credit facility. The most significant component of our working capital is merchandise inventories reduced by related accounts payable and accrued expenses.

share repurchases. Our working capital needs are greatest from August through November each year as a result of our inventory build-up during this period for the approaching holiday season. ~~This is also the time~~

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

We generally fund short-term and long-term cash requirements with cash from operating activities. We believe our primary sources of year when we are at maximum investment levels in our new store class and may not have collected all of the landlord allowances due to us as part of our lease agreements. Based on past performance and current expectations, we believe that cash on hand, short-term investments, cash generated from operations and available borrowings under our credit facilityliquidity will satisfy our cash requirements over both the ~~Company’s working capital needs, capital expenditure needs, commitments,~~short-term (the next twelve months) and ~~other liquidity requirements through~~long-term.

Cash flows

We believe our ability to generate substantial cash from operating activities and readily secure financing at ~~least the next 12 months.~~

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competitive rates are key strengths that give us significant flexibility to meet our short and long-term financial commitments.

The following table presents a summary of our cash flows for the ~~periods indicated:~~26 weeks ended July 30, 2022 and July 31, 2021:


	39 Weeks Ended
	October 28,		October 29,

					26 Weeks Ended
					July 30,		July 31,
(In thousands)	2017		2016		2022		2021
Net cash provided by operating activities	$	329,093	$	323,018	$	540,667	$	401,413
Net cash used in investing activities		(367,639)		(261,203)		(121,749)		(57,305)
Net cash used in financing activities		(299,677)		(274,547)		(416,252)		(619,959)
Net decrease in cash and cash equivalents	$	(338,223)	$	(212,732)

Operating activities

Operating activities consist of net income adjusted for certain non-cash items, including depreciation and amortization, non-cash lease expense, deferred income taxes, stock-based compensation expense, realized gains or losses on disposal of property and equipment, and the effect of working capital changes.

The increase in net cash provided by operating activities in the first 26 weeks of fiscal 2022 is mainly due to the increase in net income and merchandise inventories, partially offset by timing of accounts payable and accrued liabilities and increase in deferred revenue compared to the first 26 weeks of fiscal 2021. The increase in net income was primarily due to an increase in gross profit resulting from higher sales, partially offset by an increase in SG&A expenses and income taxes.

Merchandise inventories, net were ~~$1,349.7 million~~$1.67 billion at ~~October 28, 2017,~~July 30, 2022, compared to ~~$1,137.0 million~~$1.44 billion at ~~October 29, 2016,~~July 31, 2021, representing an increase of ~~$212.7~~$222.4 million or ~~18.7%~~15.4%. ~~Average inventory per store increased 6.5% compared to prior year.~~ The ~~increase~~change in total inventory is primarily due to the following:

●

~~approximately $131~~$32 million increase due to the addition of ~~109~~29 net new stores opened since ~~October 29, 2016;~~

July 31, 2021;

●

~~approximately $33~~$81 million increase due to ~~the opening of the Dallas, Texas distribution center;~~new key brand launches; and

●

~~approximately $49~~$109 million increase due to ~~increased sales, new brand additions~~inventory cost increases and ~~incremental~~ inventory ~~for in-store prestige brand boutiques.~~

receipts to maintain strong in-stocks of key items to support expected demand.

~~Deferred rent liabilities were $400.5 million at October 28, 2017, an increase~~Table of ~~$38.~~8 million compared to $361.7 million at October 29, 2016. Deferred rent includes deferred construction allowances, future rental increases, free rent and rent holidays, which are all recognized on a straight-line basis over their respective lease term. The increase is primarily due to the addition of 109 net new stores opened since October 29, 2016. Contents

Investing activities

We have historically used cash primarily for new, remodeled, relocated, and ~~remodeled~~refreshed stores, supply chain investments, short-term investments, and investments in information technology systems. Investment activities for capital expenditures were ~~$337.4~~$120.5 million during the 3926 weeks ended ~~October 28, 2017,~~July 30, 2022, compared to ~~$281.2~~$57.3 million during the 3926 weeks ended ~~October 29, 2016.~~ July 31, 2021.

During the 26 weeks ended July 30, 2022, we opened 17 new stores and relocated 10 stores, compared to the 26 weeks ended July 31, 2021, when we opened 35 new stores, relocated two stores and remodeled five stores.

The increase in ~~capital expenditures is~~net cash used in investing activities in the first 26 weeks of fiscal 2022 compared to the first 26 weeks of fiscal 2021 was primarily due to more capital expenditures.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems, and supply chain investments we undertake and the timing of these expenditures. Based on past performance and current expectations, we believe our ~~new store program, the expansion~~sources of ~~prestige boutiques and related in-store merchandising upgrades during the 39 weeks ended October 28, 2017, compared~~liquidity will be sufficient to the 39 weeks ended October 29, 2016. As of October 28, 2017, we had $60.0 million of short-term investments, which consist of certificates of deposit with maturities of twelve months or less from the date of purchase.fund future capital expenditures.

Financing activities

Financing activities

~~Financing activities in fiscal 2017~~ include share repurchases, borrowing and ~~2016 consist principally~~repayment of our revolving credit facility, and capital stock ~~transactions and our stock repurchase program. Purchase~~transactions. Purchases of treasury shares ~~in fiscal~~ ~~2017~~ ~~and~~ ~~2016represents~~represent the fair value of common shares repurchased from plan participants in connection with shares withheld to satisfy minimum statutory tax obligations upon the vesting of restricted stock.

The decrease in net cash used in financing activities in the first 26 weeks of fiscal 2022 compared to the first 26 weeks of fiscal 2021 was primarily due to a decrease in share repurchases.

We had no borrowings outstanding under ~~our~~the credit facility as of ~~October 28, 2017,~~July 30, 2022, January ~~28, 2017~~29, 2022, and ~~October 29, 2016.~~July 31, 2021. The zero outstanding borrowings position iscontinues to be due to a combination of factors including ~~strong~~ sales ~~growth and~~demand, overall performance of management initiatives ~~such as~~including expense ~~control.~~control, and inventory and other working capital reductions. We may require borrowings under the ~~credit~~ facility from time to time in future periods for unexpected business disruptions, to support our new store program, ~~capital expenditures, or~~ seasonal inventory ~~needs.~~needs, or share repurchases.

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Share repurchase program

OnIn March ~~10, 2016, we announced that our~~2020, the Board of Directors authorized a share repurchase program (the ~~2016~~2020 Share Repurchase Program) pursuant to which the Company ~~may~~could repurchase up to ~~$425.0 million~~$1.6 billion of the Company’s common stock. The ~~2016~~2020 Share Repurchase Program authorization revoked the previously authorized but unused ~~amounts~~amount of ~~$172.4~~$177.8 million from the earlier share repurchase program. The ~~2016~~2020 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

As part of the 2016 Share Repurchase Program, we entered into an Accelerated Share Repurchase (ASR) agreement with Goldman, Sachs & Co. to repurchase $200.0 million of the Company’s common stock. Under the ASR agreement, the Company paid $200.0 million to Goldman, Sachs & Co. and received an initial delivery of 851,653 shares in the first quarter of 2016, which were retired and represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial delivery. In May 2016, the ASR settled and an additional 153,418 shares were delivered to the Company and retired. The final number of shares delivered upon settlement was determined with reference to the average price of the Company’s common stock over the term of the agreement. The transaction was accounted for as an equity transaction. The par value of shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to additional paid-in capital and retained earnings. Upon receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

On March ~~9, 2017, we announced that~~2022, the Board of Directors authorized a new share repurchase program (the ~~2017~~2022 Share Repurchase Program) pursuant to which the Company may repurchase up to ~~$425.0 million~~$2.0 billion of the Company’s common stock. The ~~2017~~2022 Share Repurchase Program ~~authorization~~ revokes the previously authorized but unused ~~amount of $79.9 million~~amounts from the ~~2016~~2020 Share Repurchase Program. The ~~2017~~2022 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

~~During the 39 weeks ended October 28, 2017, we purchased 1,237,949 shares~~A summary of common stock ~~for $309.8 million. During~~repurchase activity is presented in the ~~39 weeks ended October 29, 2016, excluding the shares repurchased under the ASR, we purchased 444,523 shares~~following table:


	26 Weeks Ended
	July 30,		July 31,
(Dollars in millions)	2022		2021
Shares repurchased		1,129,828		1,989,576
Total cost of shares repurchased	$	434.4	$	635.8

Table of ~~common stock for $97.0 million.~~Contents

Credit facility

On ~~August 23, 2017, the Company~~March 11, 2020, we entered into aAmendment No. 1 to the Second Amended and Restated Loan Agreement ~~(the~~(as so amended, the Loan Agreement) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Lender ~~thereunder,~~thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and ~~Bookrunners,~~Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a ~~Lender,~~Lender; PNC Bank, National Association, as Documentation Agent and a ~~Lender,~~Lender; and the other lenders party thereto. The Loan Agreement matures on ~~August 23, 2022,~~March 11, 2025, provides maximum revolving loans equal to the lesser of ~~$400.0 million~~$1.0 billion 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 ~~eligible owned receivables and~~ qualified cash), contains a ~~$20.0~~$50.0 million subfacility for letters of credit and allows the Company to increase the revolving facility by an additional ~~$50.0~~$100.0 million, 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 ~~will~~ 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 ~~1.25%~~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 ~~October 28, 2017,~~July 30, 2022, January ~~28, 2017~~29, 2022, and ~~October 29, 2016,~~July 31, 2021, we had no borrowings outstanding under the credit ~~facility and the Company was~~facility.

As of July 30, 2022, we were in compliance with all terms and covenants of the Loan Agreement.

~~Off-balance sheet arrangements~~Seasonality

AsOur business is subject to seasonal fluctuation. Significant portions of ~~October 28, 2017, we~~our net sales and profits are realized during the fourth quarter of the fiscal year due to the holiday selling season. To a lesser extent, our business is also affected by Mother’s Day and Valentine’s Day. Any decrease in sales during these higher sales volume periods could have ~~not entered into any “off-balance sheet” arrangements, as described by~~an adverse effect on our business, financial condition, or operating results for the ~~SEC. We do, however,~~entire fiscal year. Our quarterly results of operations have ~~off-balance sheet operating leases and purchase obligations incurred~~varied in the ~~ordinary course~~past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of ~~business.~~our results of operations should not be relied upon as an indication of our future performance.

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~~Contractual obligations~~

Our contractual obligations consist of operating lease obligations, purchase obligations and our revolving line of credit. No material changes outside the ordinary course of business have occurred in our contractual obligations during the 39 weeks ended October 28, 2017.

Critical accounting policies and estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting ~~principles (GAAP).~~principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an ~~ongoing~~on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Annual Report on Form ~~10‑K~~10-K for the fiscal year ended January ~~28, 2017.~~29, 2022.

~~Recent accounting pronouncements not yet adopted~~

~~See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recent accounting pronouncements not yet adopted.”~~

~~Recently adopted accounting pronouncements~~

~~See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”~~

Item ~~3.Quantitative~~3.Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates. We do not hold or issue financial instruments for trading purposes.

Interest rate ~~sensitivity~~risk

We are exposed to interest rate risks primarily through borrowings under our credit facility. Interest on our borrowings is based upon variable rates. We dodid not have any outstanding borrowings on ~~our~~the credit facility as of ~~October 28, 2017~~July 30, 2022, January 29, 2022, and ~~October 29, 2016. Interest income from cash equivalents and short-term investments with maturities~~July 31, 2021.

Table of ~~twelve months or less from the date of purchase is partially offset by interest expense, which represents interest from borrowings and various fees associated with the credit facility.~~Contents

Item ~~4.Controls and Procedures~~

~~Evaluation of Disclosure~~ 4.Controls and Procedures

Evaluation of disclosure controls and procedures over ~~Financial Reporting~~financial reporting

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors.

Based on management’s evaluation as of ~~October 28, 2017,~~July 30, 2022, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as(as defined in Rules ~~13a‑15(e)~~13a-15(e) and ~~15d‑15(e)~~15d-15(e) under the Securities Exchange Act of ~~1934,~~1934), are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in ~~Internal Control~~internal control over ~~Financial Reporting~~financial reporting

There were no changes to our internal controls over financial reporting during the 13 weeks ended ~~October 28, 2017~~July 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II - Other Information

Item ~~1.Legal~~1.Legal Proceedings

See Note 36 to our consolidated financial statements, “Commitments and contingencies, ~~– General litigation,~~” for information on legal proceedings.

Item ~~1A.Risk~~1A.Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form ~~10‑K~~10-K for the year ended January ~~28, 2017,~~29, 2022, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form ~~10‑K~~10-K for the year ended January ~~28, 2017.~~29, 2022.

Item ~~2.Unregistered~~2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth repurchases of our common stock during the ~~third~~second quarter of ~~2017:~~2022:


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet be purchased under plans or programs (in thousands) (2)
May 1, 2022 to May 28, 2022	444,399	$	363.85	443,886	$	1,705,670
May 29, 2022 to June 25, 2022	148,852		405.85	146,676		1,646,171
June 26, 2022 to July 30, 2022	207,537		388.65	207,432		1,565,552
13 weeks ended July 30, 2022	800,788		378.09	797,994		1,565,552

Period

Total number
of shares
purchased (1)

Average
price paid
per share

Total number
of shares
purchased as
part of publicly
announced
plans or
programs (2)

Approximate
dollar value of
shares that may yet
to be purchased
under plans or programs
(in thousands) (2)
July 30, 2017 to August 26, 2017

262,681

$
233.81

262,681

$
206,654
August 27, 2017 to September 23, 2017

203,876

216.71

203,618

162,531
September 24, 2017 to October 28, 2017

125,120

209.91

124,562

136,390
13 weeks ended October 28, 2017

591,677

222.86

590,861

136,390

(1)

~~(1)~~

There were ~~590,861~~797,994 shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended ~~October 28, 2017~~July 30, 2022 and there were ~~816~~2,794 shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period.

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(2)

~~(2)~~

OnIn March ~~10, 2016,~~2022, we announced the ~~2016~~2022 Share Repurchase Program pursuant to which the Company may repurchase up to ~~$425.0 million~~$2.0 billion of the Company’s common stock. The ~~2016~~2022 Share Repurchase Program did not have an expiration date, but provided for suspension or discontinuation at any time. On March 9, 2017, we announced the 2017 Share Repurchase Program pursuant to which the Company may repurchase up to $425.0 million of the Company’s common stock. The 2017 Share Repurchase Program authorization revokesrevoked the previously authorized but unused amounts ~~of $79.9 million~~ from the ~~2016~~2020 Share Repurchase Program. As of ~~October 28, 2017, $136.4 million~~July 30, 2022, $1.6 billion remained available under the ~~$425.0 million 2017~~2022 Share Repurchase Program.

Item ~~3.Defaults~~3.Defaults Upon Senior Securities

None

Item ~~4.Mine~~4.Mine Safety Disclosures

None

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Item ~~5.Other~~5.Other Information

None

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Item ~~6.Exhibits~~6.Exhibits

The exhibits listed in the Exhibit Index below are filed as part of this Quarterly Report on Form ~~10‑Q.~~10-Q.

EXHIBIT INDEX


			Incorporated by Reference

									Incorporated by Reference
Exhibit Number	Description of document	Filed Herewith	Form	Exhibit Number	File Number	Filing Date	Description of document	Filed Herewith	Form	Exhibit Number	File Number	Filing Date


3.1	Certificate of Incorporation of Ulta Beauty, Inc.		8‑K	3.1	001‑33764	1/30/2017	Certificate of Incorporation of Ulta Beauty, Inc.		8-K	3.1	001-33764	1/30/2017
3.2	Certificate of Designations of Series A Junior Participating Preferred Stock of Ulta Beauty, Inc.		8‑K	3.2	001‑33764	1/30/2017	Bylaws of Ulta Beauty, Inc., as amended through June 3, 2020		8-K	3.2	001-33764	6/8/2020
3.3	Bylaws of Ulta Beauty, Inc.		8‑K	3.3	001‑33764	1/30/2017
10	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	001‑33764	8/24/2017
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					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					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	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					Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance	X					Inline XBRL Instance	X
101.SCH	XBRL Taxonomy Extension Schema	X					Inline XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation	X					Inline XBRL Taxonomy Extension Calculation	X
101.LAB	XBRL Taxonomy Extension Labels	X					Inline XBRL Taxonomy Extension Labels	X
101.PRE	XBRL Taxonomy Extension Presentation	X					Inline XBRL Taxonomy Extension Presentation	X
101.DEF	XBRL Taxonomy Extension Definition	X					Inline XBRL Taxonomy Extension Definition	X
104							Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

2527

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~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on ~~November 30, 2017~~August 25, 2022 on its behalf by the undersigned, thereunto duly authorized.


		ULTA BEAUTY, INC.
~~ULTA BEAUTY, INC.~~

By:	/s/ ~~Mary N. Dillon~~David C. Kimbell
	~~Mary N. Dillon~~David C. Kimbell Chief Executive Officer andDirector

By:	/s/ Scott M. Settersten
	Scott M. Settersten Chief Financial Officer, Treasurer and Assistant Secretary

2628


	October 28,			January 28,		October 29,
(In thousands, except per share data)	2017			2017		2016
Assets		(Unaudited)					(Unaudited)
Current assets:
Cash and cash equivalents	$	46,787		$	385,010	$	133,108
Short-term investments		60,000			30,000		110,000
Receivables, net		82,934			88,631		65,708
Merchandise inventories, net		1,349,714			943,975		1,137,023
Prepaid expenses and other current assets		101,403			88,621		85,611
Prepaid income taxes		5,450			—		7,015
Total current assets		1,646,288			1,536,237		1,538,465

Property and equipment, net		1,172,682			1,004,358		1,001,938
Deferred compensation plan and other assets		15,903			11,283		10,798
Total assets	$	2,834,873		$	2,551,878	$	2,551,201

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	447,293		$	259,518	$	425,071
Accrued liabilities		266,435	R		260,854		229,569
Accrued income taxes		984			8,971		—
Total current liabilities		714,712			529,343		654,640

Deferred rent		400,477			366,191		361,667
Deferred income taxes		78,647			86,498		62,669
Other long-term liabilities		24,986			19,628		20,141
Total liabilities		1,218,822			1,001,660		1,099,117

Commitments and contingencies (Note 3)

Stockholders' equity:
Common stock, $0.01 par value, 400,000 shares authorized; 61,693, 62,733 and 62,920 shares issued; 61,074, 62,129 and 62,316 shares outstanding; at October 28, 2017 (unaudited), January 28, 2017 and October 29, 2016 (unaudited), respectively		617			627		629
Treasury stock-common, at cost		(18,732)			(14,524)		(14,427)
Additional paid-in capital		691,075			658,330		653,036
Retained earnings		943,091			905,785		812,846
Total stockholders’ equity		1,616,051			1,550,218		1,452,084
Total liabilities and stockholders’ equity	$	2,834,873		$	2,551,878	$	2,551,201


				Treasury -
	Common Stock			Common Stock			Additional				Total
	Issued			Treasury			Paid-In		Retained		Stockholders'
(In thousands)	Shares	Amount		Shares	Amount		Capital		Earnings		Equity

Balance – January 28, 2017	62,733	$	627	(604)	$	(14,524)	$	658,330	$	905,785	$	1,550,218
Stock options exercised and other awards	198		2	–		–		14,847		–		14,849
Purchase of treasury shares	–		–	(15)		(4,208)		–		–		(4,208)
Net income	–		–	–		–		–		347,061		347,061
Stock compensation charge	–		–	–		–		17,898		–		17,898
Repurchase of common shares	(1,238)		(12)	–		–		–		(309,755)		(309,767)
Balance – October 28, 2017	61,693	$	617	(619)	$	(18,732)	$	691,075	$	943,091	$	1,616,051


	Number of		Number of
Location	stores	Location	stores
Alabama	17	Montana	6
Alaska	3	Nebraska	5
Arizona	25	Nevada	14
Arkansas	9	New Hampshire	7
California	134	New Jersey	27
Colorado	24	New Mexico	6
Connecticut	13	New York	40
Delaware	3	North Carolina	28
District of Columbia	1	North Dakota	3
Florida	71	Ohio	40
Georgia	33	Oklahoma	18
Idaho	8	Oregon	12
Illinois	52	Pennsylvania	40
Indiana	21	Rhode Island	3
Iowa	9	South Carolina	15
Kansas	11	South Dakota	2
Kentucky	11	Tennessee	20
Louisiana	16	Texas	97
Maine	3	Utah	13
Maryland	18	Virginia	25
Massachusetts	15	Washington	25
Michigan	44	West Virginia	6
Minnesota	15	Wisconsin	20
Mississippi	9	Wyoming	2
Missouri	19	Total	1,058


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (2)	Approximate dollar value of shares that may yet to be purchased under plans or programs (in thousands) (2)
July 30, 2017 to August 26, 2017	262,681	$	233.81	262,681	$	206,654
August 27, 2017 to September 23, 2017	203,876		216.71	203,618		162,531
September 24, 2017 to October 28, 2017	125,120		209.91	124,562		136,390
13 weeks ended October 28, 2017	591,677		222.86	590,861		136,390