SecProbe.io

June 27, 2013

Via E -mail
Jane T. Elfers
Chief Executive Officer
The Children’s Place Retail Stores, Inc.
500 Plaza Drive
Secaucus, NJ 07094

 Re:  The Children’s Place Retail Stores, Inc.
  Form 10 -K for the  Fiscal Year Ended February 2, 2013
  Filed March 28 , 2013
  Definitive Proxy Statement on Schedule 14A
  Filed April 8, 2013
  File No.  000 -23071

Dear Ms. Elfers :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days , by providing the req uested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

 After reviewing any  information you provide in response to  these comments, we may
have additional comments.

Form 10 -K for the Fiscal Year Ended February 2, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition, page 26

Results of Operations, page 30

Fiscal 2012 Compared to Fiscal 2011, page  31

1. We note your disclosure within your Selected Data for Continuing Operations on page 25
that your average net sales per store ha ve been declining over the past five years.  With a
view to revised disclosure in future filings, please advise us of the ex tent to which this
metric is used by management to manage the business and tell us whether the average net
sales per store numbers represent a known, material trend in your average store

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 2

 productivity.  If so, please provide draft disclosure to include in f uture filings, as
applicable.  See Securities Act Release No. 33 -8350.

Provision for income taxes, page 32
2. You disclose the decrease in the provision for income taxes is due to a $15.1 million
decrease in income from continuing operations before income taxes. The effects of
material variances in components of the tax provision that offset each other should be
separately disclosed and quantified. Refer to Item 303(a)(3) of Regulation S -K and SEC
Interpretive Release 33 -8350 ( http://www.sec.gov/rules/interp/33 -8350.htm ).  In this
regard, we note your foreign operations comprised 59% of your continuing operations
before taxes and the foreign tax rate differential in your effective tax rate reconcili ation
is a reduction of $9,044 million. Please provide draft disclosure to be included in future
filings addressing  material effects to your tax provision. Please include the effect of
foreign  effective inco me tax rates on your results of operations, including the effect of
having proportionally higher earnings in countries where you have lower statutory tax
rates. Alternatively, describe to us why you believe such disclosure is not necessary.

Item 8. Financial Statements and Supplementary Data, page 38

Consolidated Statements of Operations, page 45
3. We note you exclude depreciation and amortization from cost of sales. Since you do not
allocate the amount of depreciation and amortization expense to cost of sales, please
revise the description of the li ne item in accordance with SAB Topic 11 .B to clearly
identify that cost of sales excludes depreciation and amortization expense.

Note 12. Income Taxes, page 69
4. We note you changed your permanent reinvestment assertions related to Hong Kong and
other Asia n subsidiaries in the fourth quarter of fiscal 2011, whereby you no longer
provide deferred taxes on the undistributed earnings of these subsidiaries. In this regard,
please tell us and in future filings clarify why you believe it is not practicable to
determine the amount of unrecognized deferred ta x liability related to the $169.8 million
in undistributed  earnings.   Provide us with a d raft of your proposed revisions.
Items 2.02 and 9.01 Forms 8 -K filed on May 23, 2013  and March 26, 2013
Exhibit 99.1
Reco nciliation  of Non-GAAP  Financial Information to GAAP Information
5. We note that you present two different types of full non -GAAP consolidated income
statements for purposes of presenting your results of operations.  We believe that the

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 3

 presentation of a full  non-GAAP income statement attaches undue prominence to the
non-GAAP information, results in the creation of many additional non -GAAP measures
(e.g. non -GAAP cost of goods sold, interest income and selling, general and
administrative expense, etc) and may give the impression that the non -GAAP income
statement represents a comprehensive basis of accounting.  Please confirm to us that you
will not present full non -GAAP consolidated income statements in future filings.  Refer
to Question 102.10 of the Division  of Corporation Finance’s Compliance and Disclosure
Interpretations of the rules and regulations on the use of Non -GAAP Financial Measures
for additional guidance.  As an alternative, you may present a non -GAAP performance
measure reconciled to the most co mparable measure calculated in accordance with
GAAP.

Definitive Proxy Statement on Schedule 14A filed on April 8, 2013

Compensation Discussion and Analysis, page 17

CEO Compensation, page 25

6. We note your alternate presentation of your CEO’s realized compensation for 2012 on
pages 25 and 26.  Please confirm that in future filings you will not present these
alternative tables before or more prominently than the Summary Compensation Table
require d by Item 402(c) of Regulation S -K.  In addition, please confirm that in future
filings you will disclose that these alternative tables are not a substitute for the Summary
Compensation Table.  Lastly, please confirm that in future filings you will clearly  explain
the differences between the compensation reflected in  Total Direct Compensation,
Realizable Compensation and the Summary Compensation Table. Please provide draft
disclosure  in your response . For guidance see the Staff Observations in the Review of
Executive Compensation Disclosure at
http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm .

Long -Term Incentives – Equity Awards , page 30

7. Please revise future filings to more clearly quantify and explain the amounts of
compensation awarded pursuant to employment agreements and plan awards.  For
example, it is unclear why certain amounts of performance -based awards were chosen as
referenced in the last par agraph on page 31.  See Items 402(b)(1)(v) and 402(b)(2)(vi) of
Regulation S -K.  Please provide draft disclosure.

Jane T. Elfers
The Children’s Place Retail Stores, Inc.
June 27, 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inc ludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequ acy of the disclos ures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commiss ion or any person under the federal securities laws of the United States.

You may conta ct Myra Moosariparambil  at (202) 551 -3796 or Tia L. Jenkins at (202)
551-3871 if you have questions regarding comments on the financial statements and related
matters and Adam Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536 with any other
questions.

Sincerely,

/s/Tia L. Jenkins

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining