Ulta Beauty, Inc.
For the period ended Feb 1, 2025. Filed Mar 27, 2025.
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FY2025 · Filed Mar 27, 2025
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Financial Statements and Schedules |
|---|
The following documents are filed as a part of this Form 10-K:
| | |
|---|---|
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42) | 47 |
| Consolidated Balance Sheets | 51 |
| Consolidated Statements of Income | 52 |
| Consolidated Statements of Cash Flows | 53 |
| Consolidated Statements of Stockholders’ Equity | 54 |
| Notes to Consolidated Financial Statements | 55 |
| Schedule II – Valuation and Qualifying Accounts | 75 |
All other financial statement schedules required by Form 10-K have been omitted because they were inapplicable or otherwise not required under the instructions contained in Regulation S-X.
(b) Exhibits
The exhibits listed in the Exhibit Index below are filed as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Incorporated by Reference | ||||||||||||
| Exhibit | | | | Filed | | | | Exhibit | | File | | |
| Number · Description of document · Herewith · Form · Number · Number · Filing Date | ||||||||||||
| 3.1 | | Certificate of Incorporation of Ulta Beauty, Inc., as amended through June 1, 2023 | | | | 8-K | | 3.1 | | 001-33764 | | 6/07/2023 |
| 3.2 | | Bylaws of Ulta Beauty, Inc., as amended through June 1, 2023 | | | | 8-K | | 3.3 | | 001-33764 | | 6/07/2023 |
| 4 | | Description of Ulta Beauty, Inc.’s Securities | | | | 10-K | | 4 | | 001-33764 | | 3/26/2024 |
| 10.1 | | Compensation Plan Agreement, dated as of January 27, 2017 between Ulta Salon, Cosmetics & Fragrance, Inc. and Ulta Beauty, Inc.* | | | | 8-K | | 10.1 | | 001-33764 | | 1/30/2017 |
| 10.2 | | Amendment No. 3 to Second Amended and Restated Agreement, dated March 13, 2024, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders | | | | 10-K | | 10.2 | | 001-33764 | | 3/26/2024 |
| 10.3 | | Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | DEF 14A | | Appendix A | | 001-33764 | | 4/20/2016 |
| 10.4 | | Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan* | | | | 8-K | | 10.1 | | 001-33764 | | 3/31/2015 |
| 10.5 | | Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan* | | | | 10-K | | 10.17 | | 001-33764 | | 4/2/2009 |
| 10.6 | | Letter Agreement dated January 6, 2014 between Ulta Inc. and David Kimbell* | | | | 10-Q | | 10.1 | | 001-33764 | | 6/4/2015 |
| 10.7 | | Form of Option Agreement under the 2011 Incentive Award Plan* | | | | 10-K | | 10.13 | | 001-33764 | | 3/28/2017 |
| 10.8 | | Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan* | | | | 10-K | | 10.14 | | 001-33764 | | 3/28/2017 |
| 10.9 | | Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. Caro* | | | | 10-K | | 10.15 | | 001-33764 | | 3/28/2017 |
| 10.10 | | Ulta Beauty, Inc. Executive Change in Control and Severance Plan* | | | | 10-K | | 10.16 | | 001-33764 | | 3/28/2017 |
| 10.11 | | New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 8-K | | 10.1 | | 001-33764 | | 3/30/2021 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Incorporated by Reference | ||||||||||||
| Exhibit | | | | Filed | | | | Exhibit | | File | | |
| Number · Description of document · Herewith · Form · Number · Number · Filing Date | ||||||||||||
| 10.12 | | New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 8-K | | 10.2 | | 001-33764 | | 3/30/2021 |
| 10.13 | | Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.25 | | 001-33764 | | 3/25/2022 |
| 10.14 | | Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.26 | | 001-33764 | | 3/25/2022 |
| 10.15 | | Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.27 | | 001-33764 | | 3/25/2022 |
| 10.16 | | 2023 Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.20 | | 001-33764 | | 3/24/2023 |
| 10.17 | | 2023 Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.21 | | 001-33764 | | 3/24/2023 |
| 10.18 | | 2023 Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* | | | | 10-K | | 10.22 | | 001-33764 | | 3/24/2023 |
| 10.19 | | Transition and Advisory Agreement between Ulta Beauty, Inc. and David Kimbell | | X | | | | | | | | |
| 19 | | Ulta Beauty, Inc. Insider Trading Policy | | X | | | | | | | | |
| 21 | | List of Significant Subsidiaries | | X | | | | | | | | |
| 23 | | Consent of Independent Registered Public Accounting Firm | | X | | | | | | | | |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Incorporated by Reference | ||||||||||||
| Exhibit | | | | Filed | | | | Exhibit | | File | | |
| Number · Description of document · Herewith · Form · Number · Number · Filing Date | ||||||||||||
| 32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | |
| 32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | |
| 97 | | Ulta Beauty, Inc. Senior Leadership Clawback Policy | | | | 10-K | | 97 | | 001-33764 | | 3/26/2024 |
| 99 | | Proxy Statement for the 2025 Annual Meeting of Stockholders. [To be filed with the SEC under Regulation 14A within 120 days after February 1, 2025; except to the extent specifically incorporated by reference, the Proxy Statement for the 2025 Annual Meeting of Stockholders shall not be deemed to be filed with the SEC as part of this Annual Report on Form 10-K] | | | | | | | | | | |
| 101.INS | | Inline XBRL Instance | | X | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema | | X | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation | | X | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Labels | | X | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation | | X | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition | | X | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | | | | | | | | | | |
- A management contract or compensatory plan or arrangement.
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