SecProbe.io

November 24, 2025
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
2 Wells Avenue
Newton , Massachusetts 02459
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-35780
Dear Elizabeth Boland:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 October 9, 2025

 VIA
EDGAR

 Aamira Chaudhry

 Amy Geddes

Division of Corporation Finance

 Office of Trades &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Re:
 Comment Letter to Bright Horizons Family Solutions Inc.

Form 10-K for Fiscal Year Ended December 31, 2024

Filed February 27, 2025

File No. 001-35780

Dear Ms. Chaudhry and Ms. Geddes:

This letter is in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission contained in your letter dated September 29, 2025 to Bright Horizons Family Solutions Inc. (the “Company”). For ease of reference, the Staff’s comments are printed below in italics and are followed by the
Company’s response in regular typeface.

 Form 10-K for Fiscal Year Ended December 31, 2024

Item 8. Financial Statements and Supplementary Data

16. Earnings Per Share, page 84

1.
 Comment:

We note that for the year ended December 31, 2024, basic and diluted earnings per share were calculated using the treasury method and
for the years ended December 31, 2023 and 2022, basic and diluted earnings per share were calculated using the two-class method. Please tell us why these methods were chosen for each of the years
presented.

 1

 Response:

In response to the Staff’s comment, we respectfully advise that we stopped granting awards of Participating Securities (as defined below)
in the first quarter of the fiscal year ended December 31, 2022, and this shift in the Company’s practice warranted a change in the methodology used to calculate earnings per share subsequent to the fiscal year ended December 31,
2023. The Company’s 2012 Omnibus Long-Term Incentive Plan, as amended and restated, allows for the issuance of equity awards, including awards of restricted stock with participating rights, which contain
non-forfeitable dividend rights and participate equally with our common stock with respect to dividends issued or declared (“Participating Securities”). In accordance with ASC 260-10-45-61A, the Company used the two-class method to calculate basic and diluted earnings
per share when such Participating Securities were outstanding. However, as noted above, the Company has not granted Participating Securities since the first quarter of fiscal year ended December 31, 2022 and, at this time, none are expected to
be granted in the future. Our other equity awards do not contain participating dividend rights. As a result, the number of unvested shares of Participating Securities has decreased each year as the prior awards vest and the impact of Participating
Securities on earnings per share was de minimis for the fiscal year ended December 31, 2024. Weighted average unvested shares of Participating Securities were 54,476 for the fiscal year ended December 31, 2024, or 0.09% of total weighted
average shares outstanding, and as of March 31, 2025, there were no unvested Participating Securities outstanding. In an effort to streamline the Company’s 2024 financial statements and footnote disclosures, the Company no longer
presented the two-class method for basic and diluted earnings per share, and instead, used one single class of common stock for calculating basic earnings per share and the treasury method to calculate diluted
earnings per share. The reported basic earnings per share of $2.42 and diluted earnings per share of $2.40 for the fiscal year ended December 31, 2024, was the same under both methods.

18. Segment and Geographic Information, page 85

2.
 Comment:

Please tell us what consideration you gave to identifying, labeling and presenting significant segment expenses separately with your tabular
disclosure here of revenue, cost of services, other expenses and income from operations by reportable segment. Please refer to ASC
280-10-50-26A for further guidance.

 2

 Response:

We acknowledge the Staff’s comment regarding the identification, labeling and presentation of significant segment expenses in our tabular
segment disclosure. In preparing our segment disclosure, we compiled and reviewed information regularly provided to our Chief Operating Decision Maker (CODM) that includes segment-level financial information. Based on the guidance in ASC 280-10-50-26A, we identified the segment expense data that is either directly presented in or easily computable from these reports,
which includes cost of services, overhead (defined as selling, general and administrative expense on our consolidated statements of income), and amortization expense.

Of these categories, we determined that cost of services is a significant segment expense, representing 88%, 73% and 64% of total segment
expense for the Full Service, Backup Care and Educational Advisory Services reportable segments, respectively, for the fiscal year ended December 31, 2024. Overhead and amortization expense are the other segment expense items that are directly
presented in or are easily computable from the information provided to the CODM, representing approximately 15% and 1%, respectively, of total expense for the fiscal year ended December 31, 2024. We considered both qualitative and quantitative
factors, including the percentage and dollar amount of such expenses, the relevance of the expense items to the reportable segment’s operations, and the variability in the size and components of the expense items from period to period, among
other factors, and concluded that these items were not significant. We presented these expense items as other expenses in our tabular segment disclosure with the appropriate qualitative footnote disclosure explaining what was included therein. To
clarify that such expense items were not considered significant, we will change our labeling of “Other expenses” in our segment disclosure to “Other Segment Items” in future filings.

 3

 We hope the foregoing has been responsive to the Staff’s comments. If you have any
questions or would like to discuss our response in this letter, please feel free to contact me at (617) 673-8125 at your earliest convenience.

Sincerely,

 /s/ Elizabeth Boland

Elizabeth Boland

 Chief Financial Officer

cc:
 Laurie A. Cerveny, Morgan, Lewis & Bockius LLP

 4

September 29, 2025
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
2 Wells Avenue
Newton , Massachusetts 02459
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-35780
Dear Elizabeth Boland:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 8. Financial Statements and Supplementary Data
16. Earnings Per Share, page 84
1.We note that for the year ended December 31, 2024, basic and diluted earnings per
share were calculated using the treasury method and for the years ended December 31,
2023 and 2022, basic and diluted earnings per share were calculated using the two-
class method. Please tell us why these methods were chosen for each of the years
presented.
18. Segment and Geographic Information , page 85
2.Please tell us what consideration you gave to identifying, labeling and presenting
significant segment expenses separately with your tabular disclosure here of revenue,
cost of services, other expenses and income from operations by reportable segment.
Please refer to ASC 280-10-50-26A for further guidance.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,

September 29, 2025
Page 2
action or absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Amy Geddes at 202-551-3304
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 16, 2023
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
2 Wells Avenue
Newton, MA 02459
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-35780
Dear Elizabeth Boland:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 June 15, 2023

 VIA
EDGAR

 Robert Shapiro, Esq.

 Assistant Director

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Re:
 Comment Letter to Bright Horizons Family Solutions Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Filed February 28, 2023

 Form 10-Q for Fiscal Quarter Ended March 31, 2023

 Filed May 8, 2023

 File No. 001-35780

Dear Mr. Shapiro:

 This letter is in
response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your letter dated June 5, 2023 to Bright Horizons Family Solutions Inc. (the
“Company”). For ease of reference, the Staff’s comments are printed below in italics and are followed by the Company’s response in regular typeface.

Form 10-Q for Fiscal Quarter Ended March 31, 2023

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

Results of Operations

 Three Months Ended
March 31, 2023 Compared to the Three Months Ended March 31, 2022, page 24

1.
 Comment:

When citing multiple factors which impacted your results, please include quantification of all material factors cited. In this regard, you
mention the impact of certain inflationary factors, such as price increases and wage increases. To the extent these factors can be quantified as either a percentage change or total dollar impact, please provide quantification accordingly.
Additionally, we note from your quarterly earnings calls, the Company regularly discusses utilization and utilization by cohort, and the impact it has on the Company’s results. Please consider including your period over period center
utilization to allow investors to understand the impact utilization had on your results. Refer to Item 303(c) of Regulation S-K.

 1

 Response:

We acknowledge the Staff’s comment regarding the quantification of material factors impacting our results when multiple factors are cited.
We currently provide qualitative and quantitative disclosures in our quarterly and annual filings to highlight the average tuition rates for different age groups (infants, toddlers and preschoolers) and trends in personnel costs in order to
demonstrate the impact of general market and industry trends, including inflationary factors. We note that such inflationary factors can be difficult to distinguish separately from overall market and industry trends. In response to the Staff’s
comment, we will supplement our current qualitative and quantitative disclosures related to tuition and wages in future filings, beginning with our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2023, to also include quantitative information regarding average tuition increases and average wage rate increases. We further acknowledge that, to the extent inflation continues to have a material impact on our business and results of
operations, we will continue to evaluate our related disclosures and include, in future periodic filings, additional quantitative information when possible and helpful to investors.

We also acknowledge the Staff’s comment regarding utilization. We currently disclose the overall percentage change in enrollment, which
we believe is the most important driver of our full service center-based child care segment results. In response to the Staff’s comment, we will supplement our disclosures in future filings, beginning with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, with additional comparative center utilization (for example, percentage of full-service centers open since the beginning of Q3 2021 that are operating at
utilization levels above 70%, between 40% and 70%, and less than 40%, with commentary about significant changes during the period) to help investors understand the financial performance of the full service center-based child care segment
during this continued period of enrollment recovery.

 We hope the foregoing has been responsive to the Staff’s comments. If you have
any questions or would like to discuss our response in this letter, please feel free to contact me at (617) 673-8125 at your earliest convenience.

Sincerely,

 /s/ Elizabeth Boland

Elizabeth Boland

 Chief Financial Officer

cc:
 Abe Friedman, U.S. Securities and Exchange Commission

 Laurie A. Cerveny, Morgan, Lewis & Bockius LLP

 2

United States securities and exchange commission logo
June 5, 2023
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
2 Wells Avenue
Newton, MA 02459
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 28, 2023
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Filed May 8, 2023
File No. 001-35780
Dear Elizabeth Boland:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended March 31, 2023 Compared to the Three Months Ended March 31, 2022,
page 24
1.When citing multiple factors which impacted your results, please include quantification of
all material factors cited.  In this regard, you mention the impact of certain inflationary
factors, such as price increases and wage increases. To the extent these factors can be
quantified as either a percentage change or total dollar impact, please provide
quantification accordingly.  Additionally, we note from your quarterly earnings calls, the
Company regularly discusses utilization and utilization by cohort, and the impact it has on
the Company’s results.  Please consider including your period over period center

 FirstName LastNameElizabeth Boland
 Comapany NameBright Horizons Family Solutions Inc.
 June 5, 2023 Page 2
 FirstName LastName
Elizabeth Boland
Bright Horizons Family Solutions Inc.
June 5, 2023
Page 2
utilization to allow investors to understand the impact utilization had on your results.
Refer to Item 303(c) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Shapiro at 202-551-3273 or Abe Friedman at 202-551-8298
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 22, 2021
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue
Watertown, Massachusetts 02472
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-35780
Dear Ms. Boland:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 February 4, 2021

VIA EDGAR

 Daniel Morris, Esq.

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Comment Letter to Bright Horizons Family Solutions Inc.

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-35780

Dear Mr. Morris:

 This letter is in
response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your letter dated February 2, 2021 to Bright Horizons Family Solutions Inc. (the
“Company”). For ease of reference, the comment is printed below in italics and is followed by the Company’s response in regular typeface.

Form 10-K for Fiscal Year Ended December 31, 2019

General

1.
 Comment:

We note your response to prior comment 6. Please revise to clarify what you mean by the statement that the provision does not “preclude
or contract” the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act. If you mean that the provision does not apply to claims arising under the federal securities laws, as
stated in your response, please confirm that you will include disclosure in future filings stating this directly.

 1

 Response:

In response to the Staff’s comment, we respectfully advise the Staff that our forum selection provision does not apply to claims arising
under the federal securities laws. We propose to revise the following risk factor in our Annual Report for the fiscal year ended December 31, 2020 as redlined to show the Company’s proposed changes and we will include similar disclosure in
other future filings, as applicable:

 Our certificate of incorporation designates the Court of Chancery of the State of Delaware as
the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors,
officers or employees.

 Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the
State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other
employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (iv) any other action
asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the
provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or
other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of,
one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

The exclusive forum provision in our certificate of incorporation
does not apply to claims brought pursuant to United States federal securities laws including the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. The exclusive forum provision in our certificate of incorporation
will not relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

 We hope the foregoing has been responsive to the Staff’s comment. If you have any
questions or would like to discuss our response in this letter, please feel free to contact me at (617) 673-8125 at your earliest convenience.

Sincerely,

/s/ Elizabeth Boland

Elizabeth Boland

 Chief Financial Officer

cc:
 Erin Jaskot, U.S. Securities and Exchange Commission

 Laurie A. Cerveny, Morgan, Lewis & Bockius LLP

 2

United States securities and exchange commission logo
February 2, 2021
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue
Watertown, Massachusetts 02472
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-35780
Dear Ms. Boland:
            We have reviewed your January 19, 2021 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 29, 2020 letter.
Form 10-K for Fiscal Year Ended December 31, 2019
General
1.We note your response to prior comment 6. Please revise to clarify what you mean by the
statement that the provision does not "preclude or contract" the scope of exclusive federal
or concurrent jurisdiction for any actions brought under the Securities Act or the
Exchange Act. If you mean that the provision does not apply to claims arising under the
federal securities laws, as stated in your response, please confirm that you will include
disclosure in future filings stating this directly.

 FirstName LastNameElizabeth Boland
 Comapany NameBright Horizons Family Solutions Inc.
 February 2, 2021 Page 2
 FirstName LastName
Elizabeth Boland
Bright Horizons Family Solutions Inc.
February 2, 2021
Page 2
            Please contact Daniel Morris at 202-551-3314 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 January 19, 2021

VIA EDGAR

 Daniel Morris, Esq.

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Comment Letter to Bright Horizons Family Solutions Inc.

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 27, 2020

File No. 001-35780

Dear Mr. Morris:

 This letter is in
response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained in your letter dated December 29, 2020 to Bright Horizons Family Solutions Inc. (the
“Company”). For ease of reference, the Staff’s comments are printed below in italics and are followed by the Company’s response in regular typeface.

Form 10-K for Fiscal Year Ended December 31, 2019

MD&A

 Results of Operations, page 30

1.
 Comment:

Please revise to quantify factors to which changes are attributed. For example, you disclose revenue growth is primarily attributable to
contributions from new and ramping child care and early education centers, expanded sales of your back-up care and educational advisory services, typical annual tuition increases of 3% to 4%, and acquisitions,
but do not quantify these factors. Please consider providing such quantification of factors in tabular form with the remaining written narrative focused on analyzing the reasons for such changes. Please also tell us your consideration of discussing
and analyzing results of operations for each of your reportable segments. Refer to Item 303(a) of Regulation S-K.

 1

 Response:

We acknowledge the Staff’s comment with respect to factors contributing to changes in our revenue and results of operations and will
provide additional disclosure in our upcoming Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) to quantify the
material components of revenue and to enhance the narrative analyzing changes in our revenue and results of operations and the material factors contributing to such changes. By way of illustration, please refer to the sample MD&A discussion of
our results of operations for the year ended December 31, 2019 compared to the prior year as redlined to show the Company’s proposed changes (the “Sample MD&A”) attached as Exhibit 1.

With respect to our results of operations for each of our reportable segments, we respectfully advise the Staff that in our previous
consideration of Item 303(a) of Regulation S-K, we determined that a discussion and analysis of our results of operations by financial statement line item enhances the reader’s understanding of our
consolidated financial statements while providing insight as to the contributions from each reportable segment. We believe this presentation best reflects how we manage and analyze our business, and aligns with our consolidated financial statements
and footnotes while providing the reader with an understanding of our business drivers and financial condition. We manage and measure performance for our segments at the income from operations level and discuss the drivers of operating performance
by reportable segment under the caption Income from Operations in MD&A. In light of the Staff’s comment, in addition to our existing disclosure, we will add a table summarizing income from operations for each reportable segment to
enhance the narrative description of material factors and performance drivers impacting the changes in our results of operations for each of our reportable segments. Please refer to the Sample MD&A attached as Exhibit 1.

2.
 Comment:

We note that under your profit and loss models you retain the financial risk of operating child care centers and that under your cost-plus
model you receive a fee from the employer sponsor for managing/operating their center and may also receive an operating subsidy to supplement tuition paid by parents. Based on this, it appears your revenue for the full service center-based child
care segment consists of tuition from parents, management/operating fees from employer sponsors, and operating subsidies from employer sponsors. We note from your Form 10-Q for the fiscal quarter ended
September 30, 2020 that you have experienced the impact of the COVID-19 pandemic on your business, which has substantially disrupted your global operations and resulted in a 46% decrease in full service
center-based child care segment revenue.

 The extent to which your revenue for this segment changed, or is at risk of fluctuation,
due to changes in enrollment (i.e., tuition) is not clear. Please expand MD&A to present a separate table quantifying the amounts of each significant component of revenues for this segment and to discuss and analyze the reasons for material
changes in each component. Refer to the requirements of Item 303(a)(3) of Regulation S-K.

 2

 Response:

We acknowledge the Staff’s comment with respect to revenue in our full service center-based child care segment and will expand the
MD&A section of our 2020 Form 10-K to present tabular disclosure quantifying the material components of revenue and will include a narrative discussion analyzing the reasons for material changes for each
component. By way of illustration, please refer to the Sample MD&A attached as Exhibit 1.

 Notes to Consolidated Financial Statements

 Note 1. Organization and Significant Accounting Policies

Revenue Recognition and Deferred Revenue, page 52

3.
 Comment:

Your disclosure here primarily explains the general accounting model for revenue recognition under ASC 606. Your disclosure in Note 2 -
Revenue Recognition primarily explains the nature of your service offerings. Please consider combining these revenue policy disclosures and refocusing them to explain how you measure and recognize revenue for your various types of contracts with
customers so that the disclosure is specific to you.

 For example, in your disclosure on page 55 on full service center-based child
care, you state revenue from fixed and variable fees for full service center-based child care is recognized over time as services are rendered. However, it is not clear from this disclosure to what fixed and variable fees you refer and what
specifically you mean by over time (e.g., each month). Please also consider similar changes to your critical accounting estimates disclosure on page 38 and also include there the significant judgments and estimates involved in your accounting for
contracts with customers, if any.

 Response:

We acknowledge the Staff’s comment with respect to the disclosure of our revenue recognition policies in Note 1 - Organization
and Significant Accounting Policies and Note 2 - Revenue Recognition and will revise the notes in the 2020 Form 10-K to combine the disclosure of the policies into Note 1, and further
describe how we measure and recognize revenue for our various types of contracts with customers. Additionally, in response to the Staff’s comment, we will expand our disclosure in Note 1 to specify the significant judgments and estimates
involving our accounting for contracts with customers. By way of illustration, please refer to the revenue recognition policies in the sample Note 1 - Organization and Significant Accounting Policies disclosure for the year ended
December 31, 2019 (modified for Staff comments and expected updates for fiscal year 2020 activity) attached as Exhibit 2. We will also make similar proposed changes to our critical accounting policies disclosure within MD&A.

 3

4.
 Comment:

We note from your disclosure on page 28 that under both the sponsor and cost-plus business models, the sponsor or employer funds development
of the facility, pre-opening/start-up capital equipment, and ongoing maintenance and repair costs. Please tell us the accounting consequence to you from these
transactions, if any.

 Response:

In response to the Staff’s comment, we respectfully advise the Staff that we enter into contracts with employer clients to manage and
operate their child care centers that include a management fee (which we refer to as cost-plus model), or to provide child care services to their employees on either an exclusive or priority basis (which we refer to as sponsor model).

In both the sponsor and cost-plus business models, the employer sponsor generally funds the development of the child care center (which is
owned or leased by the sponsor), funds the pre-opening/start-up capital equipment, and retains responsibility for ongoing maintenance and repair costs. As a result, the
capital assets associated with the facility are owned by the employer sponsor and are not included in our financial statements or results of operations. While we use the assets in conjunction with providing the specified services, the right to use
the assets is typically linked to the revenue arrangement for the applicable term and is restricted for the use defined by the employer sponsor (we therefore do not account for the use of assets owned by the employer sponsor as a lease). We are
responsible under our contracts with the employer sponsor to provide child care services to the applicable parents, and to staff, operate and maintain the child care center. Accordingly, we incur center operating expenses, including on-going maintenance and repair costs, as part of our operations. For cost-plus centers, to the extent that center operating costs exceed revenues from tuition paid by parents, employers pay us operating subsidies
in addition to the management fee to cover the deficiency, which subsidies are included in revenue.

 4

5.
 Comment:

We note from your disclosure on page 28 that under the cost-plus business model, you receive a fee from the employer sponsor for managing
and operating their center and may also receive an operating subsidy to supplement tuition paid by parents. We also note that these contracts have a typical term of three to five years. Please tell us how you account for the management/operating fee
and the potential operating subsidy. In your response, please address whether the contractual rates for any of these amounts vary over time under the term of the contracts. Please also tell us what generally causes operating subsidies to be due to
you, how such amounts are generally determined, and how you determine the amount and timing of recognition of such amounts.

Response:

 In
response to the Staff’s comment, we respectfully advise the Staff that under the cost-plus business model, we enter into contracts with employer sponsors to manage and operate their child care centers. We are responsible for staffing and
managing the child care center, and are therefore the principal in the arrangement. Accordingly, we manage and incur the center operating expenses and receive revenues from tuition paid by parents and from a management fee. In certain arrangements,
a subsidy from the employer sponsor is received if center operating costs exceed parent tuition revenues.

 The full-service child care
offering provided to parents and the employer sponsor is a series of distinct services that are substantially the same and have the same pattern of transfer to the customer over time, which transfers daily. The tuition paid by parents and the
management fee is recognized on a daily basis, but for convenience is recorded on a monthly basis (i.e., the same monthly amount within the contract year using the time-elapsed method). As discussed above, certain arrangements provide that the
employer sponsor pay operating subsidies in lieu of, or to supplement, parent tuition. The employer subsidy, which consists of variable consideration, is typically calculated as the difference between parent tuition revenue and the operating costs
for the center for each respective month and is recognized as revenue in the month the services are provided. The variable consideration relates specifically to our efforts to transfer each distinct daily service, and the allocation of the variable
consideration earned to that distinct day in which those activities are performed is consistent with the overall allocation objective described in ASC
606-10-32-28.

 The
management fee included in these contracts is typically a monthly amount and generally includes an annual escalator that is intended to reflect expected future cost increases. Annual escalators are generally stated as a percentage or as a reference
to a consumer price index. The contracts also generally include a termination right with a notice period. Accordingly, we would not be entitled to any escalated fees unless the termination right is not exercised (i.e., the contact is renewed). We
allocate revenue for

 5

contracts with an accounting term in excess of one year to the applicable contract year based on the rates applicable for that annual period, which is commensurate with the expected increases to
the cost of providing the service, our standard pricing practices, as well as the overall allocation objective of ASC
606-10-32-28.

 General

6.
 Comment:

We note that your certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum
for “any derivative action or proceeding brought on behalf of the Corporation.” Please tell us, and disclose in future filings, whether this provision applies to actions arising under the Exchange Act and/or the Securities Act. In this
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. We also note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision
applies to federal securities law claims, please also disclose in future filings that that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:

 In
response to the Staff’s comment, we respectfully advise the Staff that our forum selection provision provides that the Court of Chancery of the State of Delaware has exclusive jurisdiction over only certain matters to the “fullest extent
permitted by applicable law.” Accordingly, this provision is not intended to apply to (1) claims arising under the Securities Exchange Act of 1934, as amended, for which federal courts have exclusive jurisdiction, and (2) claims
arising under the Securities Act of 1933, as amended, for which federal and states courts have concurrent jurisdiction. In response to the Staff’s comment, we will add the following disclosure to the relevant risk factor in our 2020 Form 10-K to clarify that the forum selection provision in our certificate of incorporation will not apply to actions arising under the Exchange Act and Securities Act and we will include similar disclosure in other
future filings, as applicable.

 “The exclusive forum provision in the Company’s certificate of incorporation will not preclude
or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the federal securities laws including the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules
and regulations promulgated thereunder.”

 6

 We hope the foregoing has been responsive to the Staff’s comments. If you have any questions
or would like to discuss our response in this letter, please feel free to contact me at (617) 673-8125 at your earliest convenience.

Sincerely,

 /s/ Elizabeth Boland

Elizabeth Boland

 Chief Financial Officer

cc:
 Stephen Kim, U.S. Securities and Exchange Commission

Lyn Shenk, U.S. Securities and Exchange Commission

Erin Jaskot, U.S. Securities and Exchange Commission

Laurie A. Cerveny, Morgan, Lewis & Bockius LLP

 7

 Exhibit 1 – Sa

United States securities and exchange commission logo
December 29, 2020
Elizabeth Boland
Chief Financial Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue
Watertown, Massachusetts 02472
Re:Bright Horizons Family Solutions Inc.
Form 10-K for Fiscal Year Ended December 31, 2019
Filed February 27, 2020
File No. 001-35780
Dear Ms. Boland:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
MD&A
Results of Operations, page 30
1.Please revise to quantify factors to which changes are attributed.  For example, you
disclose revenue growth is primarily attributable to contributions from new and ramping
child care and early education centers, expanded sales of your back-up care and
educational advisory services, typical annual tuition increases of 3% to 4%, and
acquisitions, but do not quantify these factors.  Please consider providing such
quantification of factors in tabular form with the remaining written narrative focused on
analyzing the reasons for such changes.  Please also tell us your consideration of
discussing and analyzing results of operations for each of your reportable segments.  Refer
to Item 303(a) of Regulation S-K.
2.We note that under your profit and loss models you retain the financial risk of operating

 FirstName LastNameElizabeth Boland
 Comapany NameBright Horizons Family Solutions Inc.
 December 29, 2020 Page 2
 FirstName LastNameElizabeth Boland
Bright Horizons Family Solutions Inc.
December 29, 2020
Page 2
child care centers and that under your cost-plus model you receive a fee from the
employer sponsor for managing/operating their center and may also receive an operating
subsidy to supplement tuition paid by parents.  Based on this, it appears your revenue for
the full service center-based child care segment consists of tuition from parents,
management/operating fees from employer sponsors, and operating subsidies from
employer sponsors.  We note from your Form 10-Q for the fiscal quarter ended September
30, 2020 that you have experienced the impact of the COVID-19 pandemic on your
business, which has substantially disrupted your global operations and resulted in a 46%
decrease in full service center-based child care segment revenue.

The extent to which your revenue for this segment changed, or is at risk of fluctuation,
due to changes in enrollment (i.e., tuition) is not clear.  Please expand MD&A to present a
separate table quantifying the amounts of each significant component of revenues for this
segment and to discuss and analyze the reasons for material changes in each component.
Refer to the requirements of Item 303(a)(3) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 1. Organization and Significant Accounting Policies
Revenue Recognition and Deferred Revenue, page 52
3.Your disclosure here primarily explains the general accounting model for revenue
recognition under ASC 606.  Your disclosure in Note 2 - Revenue Recognition
primarily explains the nature of your service offerings.  Please consider combining
these revenue policy disclosures and refocusing them to explain how you measure and
recognize revenue for your various types of contracts with customers so that the disclosure
is specific to you.

For example, in your disclosure on page 55 on full service center-based child care, you
state revenue from fixed and variable fees for full service center-based child care is
recognized over time as services are rendered.  However, it is not clear from
this disclosure to what fixed and variable fees you refer and what specifically you mean
by over time (e.g., each month).  Please also consider similar changes to your critical
accounting estimates disclosure on page 38 and also include there the significant
judgments and estimates involved in your accounting for contracts with customers, if any.
4.We note from your disclosure on page 28 that under both the sponsor and cost-plus
business models, the sponsor or employer funds development of the facility, pre-
opening/start-up capital equipment, and ongoing maintenance and repair costs.  Please tell
us the accounting consequence to you from these transactions, if any.
5.We note from your disclosure on page 28 that under the cost-plus business model,
you receive a fee from the employer sponsor for managing and operating their center and
may also receive an operating subsidy to supplement tuition paid by parents.  We also
note that these contracts have a typical term of three to five years.  Please tell us how you
account for the management/operating fee and the potential operating subsidy.  In your

 FirstName LastNameElizabeth Boland
 Comapany NameBright Horizons Family Solutions Inc.
 December 29, 2020 Page 3
 FirstName LastName
Elizabeth Boland
Bright Horizons Family Solutions Inc.
December 29, 2020
Page 3
response, please address whether the contractual rates for any of these amounts vary over
time under the term of the contracts.  Please also tell us what generally causes operating
subsidies to be due to you, how such amounts are generally determined, and how you
determine the amount and timing of recognition of such amounts.
General
6.We note that your certificate of incorporation provides that the Court of Chancery of the
State of Delaware is the sole and exclusive forum for “any derivative action or proceeding
brought on behalf of the Corporation.” Please tell us, and disclose in future filings,
whether this provision applies to actions arising under the Exchange Act and/or the
Securities Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. We also note that Section 22
of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to federal securities law claims, please also
disclose in future filings that that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at 202-551-3314 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 31, 2014

Via E -mail
David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South
Watertown, MA  02472

Re: Bright Horizons Family Solutions, Inc .
 Form 10 -K for the Year Ended December 31, 2013
Filed March 25, 2014
File No. 001 -35780

Dear Mr. Lissy:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/Tia L. Jenkins

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

October 21, 2014

Via E -mail
David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions, Inc.
200 Talcott Avenue South
Watertown, MA  02472

Re: Bright Horizons Family Solutions, Inc .
 Form 10-K for the Year Ended December 31, 2013
Filed March 25, 2014
File No. 001 -35780

Dear Mr. Lissy :

We have reviewed your filing an d 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 amending your filing, by
providing the requested 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 or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2013

Exhibits 31.1 and 31.2

1. You include Management’s Report on Internal Control over Financial Reporting under
Item 9A.  However, y our Section 302 certifi cations do not appear to comply with Item
601(b)(31) of Regulation S -K, as follows :
 The introductory portion of paragraph 4 does not include a reference to internal
control over financial reporting (as defined in Exchange Act Rules 13a -15(f) and
15d-15(f)) , and
 Paragraph 4(b) was not included.
Please  file an amendment to your Form 10 -K with updated certifications that follow
the wording shown in Item 601(b)(31) of Regulation S -K.

David Lissy
Bright Hori zons Family Solutions , Inc.
October 21, 2014
Page 2

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

 In responding to our comments, please provide  a written statement from the co mpany
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 Commission or any person under the federal securities laws of the United States.

You may contact Blaise Rhodes  at (202) 551 -3774  or Rufus Decker,  Branch Chief,  at
(202) 551 -3769 if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/Tia L. Jenkins

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

January 13, 2014

Via E -mail
Mr. David Lissy
Chief Executive Officer
Bright Horizons Family Solutions , Inc.
200 Talcott Avenue South
Watertown, MA   02472

Re: Bright Horizons Family Solutions , Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed March 26, 2013
File No. 001-35780

Dear Mr. Lissy :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing  includes  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

Correspondence

 January 7, 2014

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Form 10-K for the Year Ended December 31, 2012

Filed March 26, 2013

 Form
10-Q for the Period Ended September 30, 2013

 Filed November 7, 2013

File No. 001-35780

Attn:
Ruairi Regan/Brigitte Lippmann - Legal

 Jamie Kessel/Rufus Decker - Accounting

Ladies and Gentlemen:

 Bright Horizons Family
Solutions Inc. (the “Company”) respectfully submits this letter to the Securities and Exchange Commission (the “Commission”) via EDGAR in response to information requested by the Staff during a phone conversation with
Ropes & Gray LLP, the Company’s legal counsel, on December 18, 2013 in connection with a discussion of the response letter that was filed by the Company on December 3, 2013 relating to the Company’s Form 10-K for the
year ended December 31, 2012 and the Company’s Form 10-Q for the period ended September 30, 2013.

 In response to the
Staff’s request for additional information regarding how the Company determined the stock option awards granted to the named executive officers in May 2012, the Company confirms that, to the extent that information with respect to such awards
is applicable to the Company’s Compensation Disclosure & Analysis in future filings with the Commission, such future filings will include disclosure regarding such awards consistent with the following:

In addition, all of our named executive officers received an option award in May 2012. When determining the size of the award to be granted to
each named

 200 Talcott
Avenue South, Watertown, Massachusetts 02472 p 617.673.8000 f 617.673.8001

 One of Fortune Magazine’s “100 Best Companies
to Work for in America”

 www.brighthorizons.com

 Division of Corporation Finance

Securities and Exchange Commission

 January 7, 2014

 Page
 2

executive officer, our compensation committee did not employ a formulaic approach, but instead took the following factors into account: the respective responsibilities and contributions of the
named executive officers, the total value of the option awards granted to them in September 2008, the absence of incremental equity awards to any named executive officer since 2008, other than one award to our Chief Financial Officer described
above, and our financial performance during the ensuing economic downturn. In addition, our compensation committee considered the Board and the Sponsor’s interest in re-incentivizing management after four years of the Company not having made
any awards to the management team, except as noted above, including the named executive officers and determined to allocate an additional amount of shares to management equity awards, equal to approximately 25% of the current employee equity pool
and determined to allocate to our named executive officers approximately 25% of such additional awards. Consistent with our general approach of compensating Mr. Lissy, our Chief Executive Officer, and Ms. Tocio, our President and Chief
Operating Officer, at generally comparable levels, our compensation committee granted each individual an award of the same size. Also consistent with our general approach to executive compensation, our other named executive officers received awards
reflective of their positions, responsibilities and seniority within the Company. Our compensation committee granted Mr. Henry a proportionately larger award than he had received in 2008 after considering his increased responsibilities as an
executive officer over the past four years and his relatively low equity incentive holdings as compared to our other executive officers. To encourage retention, the awards granted in May 2012 were subject to time-based vesting and
performance-vesting, which performance-vesting was satisfied upon consummation of our initial public offering.

*        *        *
 *        *

 The Company hereby acknowledges that (i) it is responsible for the adequacy
and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) it is the Staff’s
view that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s inquiry. If you should have any questions about this letter or require any
further information, please call the undersigned at (617) 673-8125 or Craig E. Marcus of Ropes & Gray LLP at (617) 951-7802.

Very truly yours,

/s/ Elizabeth Boland

Elizabeth Boland

cc:
David Lissy

 Craig E. Marcus

 2

CORRESP
1
filename1.htm

SEC Response Letter

 December 3, 2013

VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Form 10-K for the Year Ended December 31, 2012

Filed March 26, 2013

 Form
10-Q for the Period Ended September 30, 2013

 Filed November 7, 2013

File No. 001-35780

Attn:
Ruairi Regan/Brigitte Lippmann—Legal

Jamie Kessel/Rufus Decker—Accounting

 Ladies and Gentlemen:

Bright Horizons Family Solutions Inc. (the “Company”) respectfully submits this letter to the Securities and Exchange Commission (the
“Commission”) via EDGAR in response to the comment letter dated November 26, 2013 relating to the Company’s Form 10-K for the year ended December 31, 2012 and the Company’s Form 10-Q for the period ended
September 30, 2013.

 To assist your review, the Staff’s comments as reflected in the Staff’s letter dated November 26,
2013 are reproduced in italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment.

 200 Talcott
Avenue South, Watertown, Massachusetts 02472 p 617.673.8000 f 617.673.8001

 One of Fortune Magazine’s “100 Best Companies
to Work for in America”

 www.brighthorizons.com

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

Page 2

 Form 10-K for the Year Ended December 31, 2012

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 35

Results of Operations -Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011, page 39

1.
You discuss selling, general and administrative expenses and income from operations excluding stock compensation expense. These amounts appear to represent non-GAAP measures. In your Form 10-Q for the period ended
September 30, 2013, you similarly discuss selling, general and administrative expenses and income from operations exclusive of several charges. In future filings, please provide the disclosures required by Item 10(e) of Regulation S-K.
Please provide us with your proposed revised disclosures.

 Response to Comment 1:

The Company acknowledges the Staff’s comment and confirms that it will not include the non-GAAP measures referred to in the comment in future quarterly or
annual report filings. In addition, the Company’s Registration Statement on Form S-1 (No. 333-192240) (the “Registration Statement”) has been revised on pages 54 and 56 in response to this comment to remove the non-GAAP measures.

Item 8. Financial Statements and Supplementary Data, page 56

Notes to the Consolidated Financial Statements, page 62

Note 11. Income Taxes, page 78

2.
In future filings, please disclose as of each balance sheet date the cumulative amount of undistributed earnings of foreign subsidiaries that you intend to permanently reinvest and have not currently provided for in
your U.S. income taxes. Please provide us with your proposed revised disclosures. Refer to ASC 740-30-50-2.

 Response to Comment 2:

 The Company acknowledges the Staff’s comment and confirms that it will, as of each balance sheet date, include disclosure of the cumulative
amount of undistributed earnings of non-U.S. subsidiaries that the Company intends to permanently reinvest and has not currently provided for in its U.S. income taxes. The Company expects that such future disclosure will be consistent with the
following:

 We consider the earnings of our non-U.S. subsidiaries to be indefinitely invested outside the United States. Based upon our
current business plan, the earnings in our non-U.S. subsidiaries will continue to be used for our international operations and we do not

 2

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

 Page
 3

 anticipate repatriating these funds. Also, the estimates of future domestic cash generation
are projected to be sufficient to meet our future domestic cash needs. We have not recorded a deferred tax liability on approximately $        and $         of
undistributed earnings of non-U.S. operations indefinitely reinvested outside of the U.S. as of December 31, 2013 and 2012, respectively.

 Note
16. Segment and Geographic Information, page 88

3.
We note your disclosure that the various service offerings included in the Full Service Center-Based Care reportable segment have similar operating characteristics and meet the criteria for aggregation under ASC
280-10-50-11. Please identify each of the operating segments in the Full Service Center-Based Care reportable segment and provide us with the analysis you performed in concluding that these operating segments could be aggregated into the same
reportable segment. In doing so, please also tell us your consideration of the two distinct economic models, Profit and Loss and Cost Plus, in arriving at this conclusion.

Response to Comment 3:

 The Company supplementally
advises the Staff that its full-service center-based child-care services reportable segment contains the following service offerings that have similar operating characteristics and meet the criteria for aggregation under ASC 280-10-50-11:

•

Center-based child care and early education (“child care”) for infants (typically ages three to sixteen months), toddlers (typically ages sixteen months to three years) and preschoolers (typically ages three
to five years), delivered in 686 child care centers at December 31, 2012, of which 515 are in the United States, 138 are in the United Kingdom and 33 are in other countries outside the U.S.1

•

Center-based elementary school education (“elementary schools”) for kindergarteners through fifth graders (typically ages five to eleven years), delivered in eight schools at December 31, 2012, all of
which are in the U.S.

 Under ASC 280-10-50-11, a company may aggregate operating segments by meeting three key elements:
(1) aggregation must be consistent with the objective and basic principles of ASC 280; (2) the operating segments must be economically similar; and (3) the operating segments must have similar qualitative characteristics, including
the nature of the services, the type or class of customer for the company’s services, the methods used to provide its services, and the nature of the regulatory environment.

1
Please note that note 16 on page 88 of the Company’s Form 10-K refers to this service offering as “center-based child-care, preschool.” In future filings we will revise to refer to this service offering,
as “center-based child care and preschool.”

 3

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

 Page
 4

 For the year ended December 31, 2012, the child-care centers and elementary schools generated the
following respective revenue:

2012

%

(in thousands)

 Child care

$
903,450

98.0
%

 Elementary schools

18,764

2.0
%

$
922,214

100.0
%

 In accordance with the standards set forth in ASC 280-10-50-11, the Company has concluded that child care and elementary
schools services meet the criteria for aggregation because both offerings:

•

provide a similar service, which is care and education to children in a center-based format;

•

have a similar service delivery model that focuses on childhood education through age-appropriate program curriculum, provided by a teacher in a daily service setting;

•

serve a similar class of customers, parents and the children attending the centers and schools on a daily basis;

•

operate in an environment regulated by state licensing agencies;

•

share similar economic characteristics, specifically tuition paid by families, and expenses primarily related to payroll and benefits for personnel, food costs, program supplies and, parent marketing and facilities
costs; and

•

exhibit similar long-term operating performance.

 The consistency exhibited by each of the centers across the
entire full service child-care center portfolio is illustrated by the following factors:

•

the child care and early education services provided, including staffing ratios and hiring practices, curriculum, tuition fees for service, hours of operation and the fact that the same services are provided at all
locations;

•

the customers served;

•

the similar organizational structure within each center’s operations and the associated management oversight;

•

the similar level of support provided by the Company’s corporate office for various administrative and compliance functions; and

•

the long-term average operating performance, which is targeted to exceed 20%. For 2012 and 2011, the gross margin performance for child care centers was 19.7% and 18.5%, respectively, in the full service segment.

 Child-care is delivered through a uniform center-based model, with each center managed by a center director, who has day-to-day operating
responsibility for the center, including training, management of staff, licensing compliance, implementation of curricula, conducting child assessments and enrollment.

 4

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

 Page
 5

 The Company uses this structure for center operations regardless of the underlying economic model of the
center. The profit and loss (P&L) or cost plus (CP) business model is determined based on the needs of the particular client and the Company’s expectations regarding the anticipated term of the contract and the specific service offering.
The alternative contract models are intended to enable the center to meet the needs of the particular client, but do not affect the management, including determination of resource allocation, or oversight of any center’s operations or
assessment of financial performance. In addition, the P&L and CP models, by design, have similar economic characteristics. Revenue per center averaged $1.4 million for P&L centers and $1.6 million for CP centers in 2012 and gross margin was
19.8% for P&L centers and 19.6% for CP centers in 2012, and was 18.2% for P&L centers and 19.4% for CP centers in 2011.

 For the reasons described
above, the Company believes that aggregation of its child care and elementary schools operating segments in its full-service center-based child-care services reportable segment is consistent with the objective and basic principles of ASC 280 and
otherwise satisfies the requirements of ASC 280-10-50-11.

4.
Please disclose in future filings your domestic revenues and long-lived assets as required by ASC 280-10-50-41. The amounts related to individual foreign countries should also be disclosed, if material. Please
provide us with your proposed revised disclosures.

 Response to Comment 4:

The Company acknowledges the Staff’s comment and confirms that it will include in its future filings its domestic revenues and long-lived assets as
required by ASC 280-10-50-41 together with any material amounts related to individual foreign countries. The Company expects that such future disclosure will be consistent with the following:

 5

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

 Page
 6

 The classification “North America” is comprised of our United States, Canada and
Puerto Rico operations and the classification “Europe and other” includes our United Kingdom, Netherlands, Ireland, and India operations. Revenues were $         million in 2013,
$         million in 2012, and $         million in 2011 in the United States and $         million in 2013,
$         million in 2012, and $         million in 2011 in the United Kingdom. Long-lived assets were $         million and
$         million, at December 31, 2013 and 2012, respectively, in the United States, and $         million and $
million at December 31, 2013 and 2012, respectively, in the United Kingdom. The amounts of revenue and long-lived assets associated with other countries were not material.

Item 11. Executive Compensation, page 95

 Equity
Awards, page 98

5.
We note the substantial option awards on May 2, 2012 as disclosed in the summary compensation table and the grant of plan-based awards table. It is unclear from your disclosure in this section how the option
awards were determined. Please revise your filing to include substantive analysis and insight into how your Compensation Committee made its restricted option award determinations with respect to each named executive officer. Refer to subparagraphs
(b)(1)(iii) and (v) of Item 402 of Regulation S-K. For example, please discuss and analyze how the Compensation Committee determined the actual number of shares underlying the option awards to your named executive officers and how and why
those awards varied among the named executive officers. Also, it appears from your disclosure that the awards were based in part on your relatively strong performance during the economic downturn. To the extent that equity awards are based on data
you have analyzed from peer companies, please identify the peer companies you use and include an analysis of where actual option awards fell relative to your peer companies.

Response to Comment 5:

 The Company supplementally
advises the Staff that, as referenced in footnote 3 to the summary compensation table, the fair value of the awards included in the summary compensation table relates in large part to the option awards issued in connection with the Company’s
option exchange transaction. The Company respectfully directs the Staff to the disclosure included on pages 53 and 54 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”)
as well as the disclosure contained in Note 12 to the Company’s consolidated financial statements (beginning on page 81 of the Form 10-K) regarding the details of the option exchange transaction, including the purpose of the option exchange
transaction and the methodology for determining the number of shares to be issued in connection with the option exchange transaction. In addition, the Company respectfully directs the Staff to the disclosure included on page 98 of the Form
10-K, which includes disclosure that

 6

 Division of Corporation Finance

Securities and Exchange Commission

 December 3, 2013

 Page
 7

 each named executive officer participated in the option exchange transaction with respect to all previously
outstanding options to purchase shares of Class A common stock. The same disclosures are included on pages 50, 51 and F-33 of the Registration Statement.

As disclosed on page 98 of the Form 10-K (and page 92 of the Registration Statement), in addition to the option awards granted on May 2, 2012 related to
the option exchange transaction, the Company granted an option award to each named executive officer on May 2, 2012 with the number of shares underlying such option awards determined based upon the responsibilities and contributions of such
person as an executive officer (taking into consideration the total value of the option award granted to such person in September 2008) and the Company’s relatively strong performance during the economic downturn. The Registration
Statement has been revised on pages 92 and 93 in response to this comment to provide additional detail regarding how the Company’s compensation committee determined the actual number of shares underlying these additional option awards granted
on May 2, 2013 to the named executive officers and how and why those awards varied among the named executive officers. In addition, the Registration Statement has been revised on page 94 to clarify, in footnote 3 to the summary
compensation table, that the fair value amount related to awards other than the awards issued in connection with the option exchange transaction relates to both the April 4, 2012 awards (the details of which are described on page 98 of the Form
10-K and page 92 of the Registration Statement) and the additional May 2, 2012 awards. The Company supplementa

November 26, 2013

Via E -Mail
Mr. David Lissy
Chief Executive Officer
Bright Horizons Family Solutions , Inc.
200 Talcott Avenue South
Watertown, MA   02472

Re: Bright Horizons Family Solutions , Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed March 26, 2013
Form 10 -Q for the Period Ended September 30, 2013
Filed November 7, 2013
File No. 001-35780

Dear Mr. Lissy :

We have reviewed your filing an d 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 amending your filing, by
providing the requested 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 or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2012
Item 7. Management’s Discussion and Analysis  of Financia l Condition and Results of
Operations, page 35
Results of Operations  -Year Ended December 31, 2012 Compared to the Year Ended December
31, 2011, page 39

1. You discuss selling, general and administrative expenses and income from operations
excluding stock compensation expense .  These amounts appear to represent non -
GAAP measures.  In your Form 10 -Q for the period ended September 30, 2013, you
similarly discuss selling, general and administrative expenses and income from
operations exclusive of several charges.  In future filings, please provide the
disclosures required by Item 10(e) of Regulation S -K.  Please provide us with your
proposed revised disclosures.

Mr. David Lissy
Bright Horizons Family Solutions , Inc.
November 26 , 2013
Page 2

Item 8. Financial Stat ements and Suppleme ntary Data , page 56
Notes to the Consolidated Financial Statements , page 62
Note 11.  Income Taxes, page 78

2. In future filings, please disclose as of each balance sheet date the cumulative amount
of undistributed earnings of foreign subsidiaries that  you intend to permanently
reinvest and have not currently provided for in your U.S. income taxes.  Please
provide us with your proposed revised disclosures.  Refer to ASC 740 -30-50-2.

Note 16.  Segment and Geographic Information, page 88

3. We note your di sclosure that the various service offerings  included in the Full Service
Center -Based Care reportable segment have similar operating characteristics and
meet the criteria for aggregation under ASC 280 -10-50-11.  Please identify  each of
the operating segment s in the Full Service Center -Based Care reportable segment and
provide us with the analysis you performed in concluding that these operating
segments could be aggregated into the same reportable segment.  In doing so, p lease
also tell us your consideration  of the two distinct economic models,  Profit and Loss
and Cost Plus, in arriving at this conclusion.

4. Please disclose in future filings your domestic  revenues and long -lived assets as
required by  ASC 280 -10-50-41.  The amounts related to individual foreign
countries should also be disclosed, if material.  Please provide us with your
proposed revised disclosures.

Item 11. Executive Compensation , page 95
Equity Awards, page 98
5. We note the substantial  option awards on May 2, 2012 as disclosed in the summary
compensation table and the grant of plan -based awards table.   It is unclear from your
disclosure in this section how the option awards were determined.   Please revise your
filing to include substant ive analysis and insight into how your Compensation
Committee made its restricted option award determinations with respect to each
named executive officer.   Refer to subparagraphs (b)(1)(iii) and (v)  of Item  402 of
Regulation S -K.  For example, please disc uss and analyze how the Compensation
Committee determined the actual number of shares underlying the option awards to
your named executive officers and how and why those awards varied among the
named executive officers.   Also, it appears from your disclosu re that the awards were
based in part on your relatively strong performance during the economic
downturn.   To the extent that equity awards are based on data you have  analyzed from
peer companies, please identify the peer companies you use and include an a nalysis
of where actual option awards fell relative to your peer companies.

Mr. David Lissy
Bright Horizons Family Solutions , Inc.
November 26 , 2013
Page 3

 Exhibit s 31.1 and 31.2

6. In future filings, please confirm you will remove the certifying individual  title from
the first line of the Section 302 ce rtification.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s 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 adequacy of the disclosures 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 Commission or any person under the federal securities laws of the United States.

You may contact Jamie Kessel, Sta ff Accountant,  at (202) 551 -3727  or Rufus Decker,
Branch Chief, at (202) 551 -3769  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or Brigitte
Lippman n at (202) 551 -3713  with any other questions.

Sincerely,

/s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

Acceleration Request

 June 11, 2013

Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Jay Williamson

Re:
Bright Horizons Family Solutions Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-188903)

 Ladies and Gentlemen:

 As underwriters of the proposed public offering of up to 9,775,000 shares of
common stock of the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on June 12, 2013, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we
have effected the following distribution of the Company’s Preliminary Prospectus dated June 10, 2013, through the date hereof:

Preliminary Prospectus dated June 10, 2013:

 4,378 copies to prospective Underwriters, institutional investors, dealers and others.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

 Very truly yours,

GOLDMAN, SACHS & CO.

 J.P. MORGAN SECURITIES LLC

BARCLAYS CAPITAL INC.

 As Representatives of the several
Underwriters

 By: J.P. MORGAN
SECURITIES LLC

 By:

 /s/ John Bertone

 John Bertone

 Vice
President

CORRESP
1
filename1.htm

Acceleration Request / Company

 June 10, 2013

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Jay Williamson

          Re:
Bright Horizons Family Solutions Inc.

Registration Statement on Form S-1 (File No. 333-188903)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended, Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time on June 12, 2013, or as soon as possible thereafter.

 The Company hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement
effective, it does not foreclose the Commission from taking any action with respect to the registration statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and

(iii)
it is the staff’s position that the Company may not assert staff comments and the declaration of effectiveness of the registration statement as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call Craig E. Marcus of Ropes & Gray LLP, counsel to the Company, at (617) 951-7802 as soon as the registration
statement has been declared effective.

 Very truly yours,

BRIGHT HORIZONS FAMILY SOLUTIONS INC.

By:

/s/ Elizabeth Boland

 Name:

 Title:

 Elizabeth Boland

 Chief
Financial Officer

200 Talcott Avenue South, Watertown, Massachusetts 02472 p 617.673.8000 f 617.673.8001

One of Fortune Magazine’s “100 Best Companies to Work for in America”

www.brighthorizons.com

CORRESP
1
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Acceleration Request / Underwriters

 June 10, 2013

 Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jay Williamson

          Re:
Bright Horizons Family Solutions Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-188903)

 Ladies and Gentlemen:

 As underwriters of the proposed public offering of up to
9,775,000 shares of common stock of the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on June 12, 2013, or as soon thereafter as is
practicable.

 The undersigned advise that they will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [signature page follows]

 Very truly yours,

GOLDMAN, SACHS & CO.

 J.P. MORGAN
SECURITIES LLC

 BARCLAYS CAPITAL INC.

As Representatives of the several Underwriters

By: J.P. MORGAN SECURITIES LLC

By:

/s/ John Bertone

 John Bertone

 Vice
President

CORRESP
1
filename1.htm

SEC Letter

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 June 3, 2013

 VIA EDGAR

 VIA EMAIL

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Registration Statement on Form S-1

 File No. 333-188903

Attn:
Jay Williamson

 Dear Sir:

On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933 (the “Act”), and the rules and regulations promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR and via email the following information that
was requested by the Staff on a phone call on June 3, 2013 relating to the Company’s Registration Statement on Form S-1, File No. 333-188903 (the “Registration Statement”).

On April 11, 2013, the Company announced the April 10, 2013 acquisition of Kidsunlimited Group Limited
(“Kidsunlimited”), an operator of nurseries in the United Kingdom. Item 11(e) of Form S-1 requires that the Company include in the Registration Statement any financial information required by Rule 3-05 and Article 11 of Regulation
S-X. Rule 3-05(b)(4)(i)(B) permits registration statements not subject to Rule 419, such as the Registration Statement, to omit the financial statements of an acquired business if (i) the acquired business does not exceed any of the conditions
of significance in the definition of “significant subsidiary” in Rule 1-02 at the 50 percent level and (ii) the date of the final prospectus relating to the offering in question is no more than 74 days after the consummation of the
business combination (in this case, on June 23, 2013) and the financial statements have not previously been filed by the registrant.

 Because the Company believes that it satisfies all of the conditions specified in Rule 3-05(b)(4)(i)(B) of Regulation S-X, as described in further detail below, the Company has determined that the
financial statements of Kidsunlimited are not currently required to be included in the Registration Statement.

 Division of Corporation Finance

 Securities and Exchange Commission

 June 3, 2013

 Page
 2

 1. Based upon the Company’s calculations derived from the Company’s and the Kidsunlimited
financial statements, the Kidsunlimited acquisition is significant below 50 percent under each of the conditions specified in the definition of “Significant Subsidiary” in Rule 1-02:

•

 Rule 1-02(w)(1) – “The registrant’s and its other subsidiaries’ investments in and advances to the subsidiary exceed 50
percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year (for a proposed combination between entities under common control, this condition is also met when the
number of common shares exchanged or to be exchanged by the registrant exceeds 50 percent of its total common shares outstanding at the date the combination is initiated).”

 Investment of the Company in Kidsunlimited:

$
70,909,000
1

 Consolidated total assets of the Company as of December 31, 2012:

$
1,913,632,000

 Percentage represented by investment of the Company in Kidsunlimited:

3.7
%

•

 Rule 1-02(w)(2) – “The registrant’s and its other subsidiaries’ proportionate share of the total assets (after intercompany
eliminations) of the subsidiary exceeds 50 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.”

 The Company’s proportionate share of total assets of Kidsunlimited as of April 30, 2012 (US GAAP):

$
102,680,000

 Consolidated total assets of the Company as of December 31, 2012:

$
1,913,632,000

 Percentage represented by the Company’s proportionate share of total assets of Kidsunlimited:

5.4
%

•

 Rule 1-02(w)(3) – “The registrant’s and its other subsidiaries’ equity in the income from continuing operations before income
taxes, extraordinary items and cumulative

1
 Represents the cash purchase price of £45 million, converted to dollars, plus acquisition costs.

 2

 Division of Corporation Finance

 Securities and Exchange Commission

 June 3, 2013

 Page
 3

effect of a change in accounting principle of the subsidiary exclusive of amounts attributable to any noncontrolling interests exceeds 50 percent of such income of the registrant and its
subsidiaries consolidated for the most recently completed fiscal year.”

 The Company’s equity in Kidsunlimited’s loss before taxes for its fiscal year ended April 30, 2012 (US
GAAP):

$
(3,208,000
)

 Consolidated income before taxes of the Company for the year ended December 31, 2012 (exclusive of amounts attributable to
non-controlling interest)

$
11,174,000
2

 Percentage represented by the Company’s equity in Kidsunlimited’s income before taxes:

28.7
%

 Because under the pre tax income test described in Rule 1-02(w)(3), the acquisition of Kidsunlimited
satisfies the condition at 29%, but less than 50%, the Company intends to file the financial statements required by Rule 3-05(b)(2)(ii) on or prior to June 24, 2013 in accordance with the requirements of Rule 3-05(b)(4)(ii).

2. The Company anticipates that the date of the final prospectus related to the proposed public offering contemplated by the Registration Statement
will be on or prior to June 23, 2013:

 Based upon discussions to date with the Company’s financial advisors, the
Company believes that the date of the final prospectus related to the proposed public offering will be on or prior to June 23, 2013, as required by Rule 3-05(b)(4)(i)(B). In the event that the proposed public offering is delayed such that the
final prospectus will not be dated on or prior to June 23,

2

 Reconciliation of consolidated income before income taxes of the Company, exclusive of amounts attributable to non-controlling
interest:

 Consolidated income before income taxes

$
11,752

 Less: income before income taxes attributable to non-controlling interest included in income before income taxes
(a)

(578
)

 Income before income taxes, exclusive of amounts attributable to non-controlling interest

$
11,174

 (a)Net income attributable to non-controlling interest:

 Income before income taxes attributable to non-controlling interest included in consolidated income before income
taxes

$
578

 Less: income taxes associated with income before income taxes of non-controlling interest

(231
)

 Net income attributable to non-controlling interest

$
347

 3

 Division of Corporation Finance

 Securities and Exchange Commission

 June 3, 2013

 Page
 4

2013, the Company undertakes to file an amendment to the Registration Statement to include the financial information relating to the acquisition of Kidsunlimited that would be required by
Item 11(e) of Form S-1 and Rules 3-05 and Article 11 of Regulation S-X.

*        *        *
  *        *

 We hope that the foregoing has been responsive to the
Staff’s inquiry. If you should have any questions about this letter or require any further information, please call the undersigned at (617) 951-7802 or Rachel Phillips of our offices at (617) 235-4734.

Very truly yours,

/s/ Craig E. Marcus

Craig E. Marcus

cc:
David Lissy

 Elizabeth Boland

 4

CORRESP
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Correspondence

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

August 30, 2012

Confidential Submission

 Pursuant to Title I, Section 106 under

the Jumpstart Our Business Startups

 Act and

Section 24(b)(2) of the

Securities Exchange Act of 1934

 EMAILED TO CFDRAFT.SUBMISSION@SEC.GOV

 VIA SEC SECURE EMAIL PORTAL

 CONFIDENTIAL SUBMISSION

Draft Registration Statement

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Confidential Submission of Draft Registration Statement on Form S-1

 Ladies and Gentlemen:

 On behalf of Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), and in connection with
the confidential submission of its draft registration statement on Form S-1 (the “Registration Statement”) on the date hereof, we hereby confidentially submit the draft Registration Statement pursuant to Title I, Section 106 under the
Jumpstart Our Business Startups Act (the “JOBS Act”) and Section 24(b)(2) of the Securities Exchange Act of 1934, as amended, for non-public review by the Staff of the Securities and Exchange Commission (the “Commission”)
prior to the public filing of the Registration Statement. A copy of the Registration Statement has been submitted along with this letter to cfdraft.submission@sec.gov through the SEC Secure Email Portal
(https://web1.zixmail.net/s/welcome.jsp?b=sec).

 Pursuant to Title 1, Section 101 of the JOBS Act, the Company is
an “emerging growth company” that had total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year ended December 31, 2011. Therefore, the Company is permitted to make this confidential
submission of the Registration Statement for review by the Staff, provided that the Registration Statement and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the Company conducts a
“road show,” as such term is defined in Title 17, Section 230.433(h)(4) of the Code of Federal Regulations. In addition, as an “emerging growth company,” the Company has omitted certain disclosures required by Form S-1 in
accordance with the provisions of Title 1 of the JOBS Act, including certain compensation information.

 -
 2
 -

August 30, 2012

 Please direct all notices and communications with respect to this confidential
submission to each of the following:

 John G. Casagrande

 General Counsel

 200 Talcott Avenue South

 Watertown, Massachusetts 02472

 Telephone: (617) 673-8000

Facsimile: (617) 673-8629

 With a copy to:

 Craig E. Marcus

 Ropes &
Gray LLP

 Prudential Tower

 800
Boylston Street

 Boston, Massachusetts

Telephone: (617) 951-7000

 Facsimile:
(617) 951-7050

 Alternatively, please feel free to contact me at (617) 235-4734 or
rachel.phillips@ropesgray.com if you have any questions regarding this submission.

Very truly yours,

/s/ Rachel Phillips

 Attachment

cc:

John Casagrande, Bright Horizons Family Solutions Inc.

Elizabeth Boland, Bright Horizons Family Solutions Inc.

Craig E. Marcus, Ropes & Gray LLP

D. Rhett Brandon, Simpson Thacher & Bartlett LLP

John Ericson, Simpson Thacher & Bartlett LLP

CORRESP
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filename1.htm

Correspondence

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 October 9, 2012

 VIA E-MAIL

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:

Bright Horizons Family Solutions Inc.

Confidential Draft Registration Statement on Form S-1

Submitted August 30, 2012

CIK No. 0001437578

Attn:

Shaz Niazi/ Brigitte Lippman – Legal

Blaise Rhodes/Raj Rajan – Accounting

 Ladies and Gentlemen:

 On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933 (the “Securities Act”), and the rules and
regulations promulgated thereunder, please find attached for confidential submission to the Securities and Exchange Commission (the “Commission”) via e-mail at cfdraft.submission@sec.gov a complete copy (including certain exhibits) of
Amendment No. 1 to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) as well as the following responses to the comment letter dated September 26, 2012 from the Staff regarding the Registration
Statement.

 This amendment reflects certain revisions to the Registration Statement, as confidentially submitted to the
Commission on August 30, 2012, in response to the comment letter to David Lissy of the Company, dated September 26, 2012 from the Staff of the Commission, as well as certain other updated information.

To assist your review, the Staff’s comments as reflected in the Staff’s letter dated September 26, 2012 are reproduced in
italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. All references to page numbers in the Company’s response are to the page numbers in Amendment No. 1 to the
Registration Statement.

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 2

 General

 1. Please supplementally provide us with any written materials that you or anyone authorized to do so on your behalf provide in reliance on Section 5(d) of the Securities Act to potential
investors that are qualified institutional buyers or institutional accredited investors. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

 Response to Comment 1:

 The Company supplementally advises the Staff that no written materials
have been provided to potential investors that are qualified institutional buyers or institutional accredited investors in reliance on Section 5(d) of the Securities Act, and that, based upon information received by the Company from the
underwriters identified in the Registration Statement, no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) of the Securities Act by any broker or dealer that is a participant in the offering.
If any such materials are used in the future in connection with the offering, the Company will provide copies of such materials to the Staff supplementally.

 2. Prior to the effectiveness of the registration statement, please ensure that we receive a copy of the letter, or a phone call, from FINRA, stating that FINRA has finished its review and has
no concerns regarding the proposed underwriting arrangements.

 Response to Comment 2:

The Company acknowledges the Staff’s comment and confirms to the Staff that it understands that the Staff must receive, prior to the effectiveness
of the Registration Statement, a copy of the letter, or a phone call, from FINRA stating that FINRA has finished its review of, and has not objected to, the proposed underwriting arrangements.

3. Please include all information that is not subject to Rule 430A, including the number of shares and a bona fide estimate of the range of the
maximum offering price for the shares. As the price range you select will affect disclosure in several sections of the filing, we will need sufficient time to process your amendments once a price range is included and the material information now
appearing blank throughout the document has been provided. Please understand that the effect of the price range on disclosure throughout the document may cause us to raise issues on areas not previously commented on.

 2

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 3

 Response to Comment 3:

 The Company acknowledges the Staff’s comment and understands that the Staff may have additional comments once the price range and all other information not subject to Rule 430A has been included in
the Registration Statement. The Company intends to include all such information in a subsequent amendment to the Registration Statement.

4. Please provide us with any gatefold information such as pictures, graphics or artwork that will be used in the prospectus. For guidance, see
Securities Act Forms Compliance and Disclosure Interpretation, Question 101.02.

 Response to Comment 4:

The Company supplementally advises the Staff that, to the extent that it determines to include any gatefold pictures, graphics or artwork in the
prospectus, it will promptly provide the Staff with such pictures, graphics or artwork.

 Prospectus Cover Page

5. Please disclose in the second sentence the number of shares that the selling shareholders are offering.

Response to Comment 5:

 The Company
supplementally advises the Staff that it has revised the Registration Statement to reflect the fact that the additional shares that may be purchased at the option of the underwriters, as described on the cover page of the prospectus, will be sold by
the Company (and not by any selling stockholder). As a result, the Company does not currently contemplate that there will be any shares offered by selling stockholders in this offering.

 Market and Other Industry Data, page ii

 6. Please add disclosure
confirming that the company is responsible for all of the disclosure in the prospectus. Please also remove the language from this section that “information may prove to be inaccurate” and “market and other similar industry data
included in this prospectus, and estimates and beliefs based on that data, may not be reliable” as such statements imply that you are not responsible for the accuracy of the information you elect to include in your prospectus.

Response to Comment 6:

 The Registration
Statement has been revised on page ii in response to Comment 6.

 3

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 4

 Our Company, page 1

 7. Disclosure on pages 1-6 of the prospectus summary repeats information contained on pages 61-68 of the Business section. Please shorten the prospectus summary. See Note 4 to Rule 421(b) of
Regulation C, Item 503(a), and instruction to Item 503(a) of Regulation S-K.

 Response to Comment 7:

The Registration Statement has been revised on pages 1-6 in response to Comment 7 to shorten the prospectus summary.

8. Please revise to provide a more balanced discussion of your business, including the specific risks that you face. For example, where you
discuss revenues and adjusted EBITDA on pages 1 and 5, also discuss your net income (loss) from 2001 through 2011.

 Response to Comment 8:

 The Registration Statement has been revised on pages 1, 5, 61 and 67 in response to Comment 8 to include a discussion of net income (loss)
from 2001 through 2011.

 9. Please reconcile the information in your website and prospectus so that material information about your
company is consistent. For example, under the “About Us” page of your website, you state that “Bright Horizons Family Solutions is the world’s leading provider of employer-sponsored child care, early education, and work/life
solutions.” However, in this section of the prospectus, you state that you “are a leading provider of high-quality child care and early education services as well as other services designed to help employers and families better address the
challenges of work and life.” On the same website page you state that you have more than 90 Fortune 500 clients, but on page 1 of the prospectus you state you have more than 130 Fortune 500 clients.

Response to Comment 9:

 The Company
supplementally advises the Staff that the information on the Company’s website has been revised in response to Comment 9 so that material information about the Company is consistent with the disclosure included in the Registration Statement.

 Risk Factors, page 15

10. All material risks should be described in the risk factors section. If risks are not deemed material, you should not reference them. Please
revise the fourth sentence of the first paragraph relating to unidentified risks.

 Response to Comment 10:

The Registration Statement has been revised on page 14 in response to Comment 10 to remove the identified sentence.

 4

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 5

 Management’s Discussion and Analysis . . . , page 41

Results of Operations, page 48

11. Please revise to include detailed discussions analyzing the cost of services for each period presented. Your discussions should also include
analysis of your operations along the lines of reportable segments. Please ensure to quantify the effect of each causal factor that you cite for material changes in your financial statements. Your revised variance analysis should fully explain the
changes between periods. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350

 Response to Comment 11:

The Registration Statement has been revised on pages 48, 50 and 52 in response to Comment 11 to include additional detail regarding the cost of services
for each period presented.

 Debt, page 56

 Senior Credit Facilities, page 56

 12. We note your disclosure in the
first paragraph of this section regarding the amounts outstanding on your senior credit facilities. In the interest of enhancing your disclosure, please also disclose the amount outstanding on your Series C term loans here.

Response to Comment 12:

 The Registration
Statement has been revised on page 56 in response to Comment 12.

 Competition, page 74

13. We note that you do not discuss financial resources, name recognition or the possibility that your competitors may not be required to comply
with certain regulations in your disclosure in this section, despite briefly discussing them in your second risk factor on page 20. Please revise here to discuss these factors and to provide more fulsome disclosure regarding your competitive
disadvantages with respect to your competitors.

 Response to Comment 13:

 The Registration Statement has been revised on pages 19 and 74 in response to Comment 13.

Management, page 78

14. We note from your disclosure under Description of Capital Stock on page 105 that your governing documents will provide for a classified
board of directors. Please revise the table in this section to state the expected term of office of each director, as required by item 401(a) of Regulation S-K.

 5

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 6

 Response to Comment 14:

 The Registration Statement has been revised on page 79 in response to Comment 14.

 15.
We note your disclosure on page 87 regarding Ms. Mason receiving compensation in her capacity as an employee, but not as director or Chairman. Please revise your description of Ms. Mason’s business experience to fully describe her
employment within the past five years. See Item 401(e) of Regulation S-K.

 Response to Comment 15:

The Registration Statement has been revised on page 80 in response to Comment 15.

 16. We note your reference to Mr. Brown serving as a director of the Company since its inception in 2008. It appears you may have intended to refer to 1998 as disclosed in your description
of Ms. Tocio’s business experience. Please revise or advise.

 Response to Comment 16:

The Registration Statement has been revised on page 81 in response to Comment 16 to correct the referenced year to 1998.

17. Please revise your disclosure of Mr. Bekenstein’s, Mr. Hitch’s, Mr. Humphrey’s, Ms. Kondracke’s and
Ms. Lawrence-Lightfoot’s business experience to clarify the start and end dates for the positions they held during the past five years. For example, include the month and year in which Mr. Bekenstein and Mr. Hitch became Managing
Directors and Mr. Humphrey became Principal at Bain Capital Partners, LLC and such other positions they held in the past five years. Also, clarify when Ms. Kondracke commenced her position with America’s Promise Alliance, when
Ms. Lawrence-Lightfoot served in her position with the Catherine T. MacArthur Foundation and when Ms. Lawrence-Lightfoot commenced her position at Berklee College of Music. See Item 401(e) of Regulation S-K.

Response to Comment 17:

 The Registration
Statement has been revised on pages 81 and 82 in response to Comment 17.

 Executive Compensation, page 82

Elements of Executive Compensation, page 82

 Equity Awards, page 83

 18. We note your disclosure that your stock option
awards will “only fully vest and become exercisable if there is a change of control of the Company or an initial public offering.” Please reconcile this disclosure with your disclosure in the footnotes on page 85, which suggest other means
by which the stock options may fully vest.

 6

 Division of Corporation Finance

 Securities and Exchange Commission

 October 9, 2012

 Page
 7

 Response to Comment 18:

 The Company respectfully directs the Staff to the second and third sentences of the fourth paragraph on page 85 of the Registration Statement, which state that “Grants under the Equity Plan,
including those made to our named executive officers, generally consist of stock option awards, half of which are subject to time-based vesting and half of which are subject to time- and performance-based vesting and will fully vest and become
exercisable if there is a change of control of the Company or an initial public offering of the Company’s stock or, for certain members of senior management, including the named executive officers, upon the cessation of the optionee’s
employment other than in connection with a breach by the optionee of any restrictive covenants. In addition, the performance condition for Ms. Tocio’s awards subject to time- and performance-based vesting will be deemed satisfied in the
event her employment is terminated as a result of her retirement at any time after May 28, 2013.” (italics added) As a result, the Company believes that the existing disclosure is consistent with the disclosure included in the
footnotes on page 87.

 19. Please revise to describe the reasons why Ms. Boland was the only named executive officer to receive
an option grant during fiscal 2011.

 Response to Comment 19:

 The Registration Statement has been revised on page 85 in response to Comment 19.

 2011
Director Compensation, page 87

 20. We note your disclosure in the last paragraph of this section that the directors
affiliated with your sponsor will not be compensated for their future board service. Please also disclose whether such directors received any compensation in 2011.

 Response to Comment 20:

 The Registration Statement has been revised on page 89 in response to
Comment 20.

 Related Party Transactions, page 94

 Stockholders Agreement, page 94

 21. Please describe the material terms of
the stockholders agreement. See Item 404(a) of Regulation S-K.

 Response to Comment 21:

The Registration Statement has been revised on page 96 to include additional detail regarding the materia

CORRESP
1
filename1.htm

Acceleration Request

 January 22, 2013

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Shaz Niazi/ Brigitte Lippman

Re:

 Bright Horizons Family Solutions Inc.

Registration Statement on Form S-1 (File No. 333-184579)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bright Horizons Family Solutions Inc., a Delaware corporation (the “Company”), hereby requests that the effective date for the
registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on January 24, 2013, or as soon as possible thereafter.

The Company hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it
does not foreclose the Commission from taking any action with respect to the registration statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the registration statement; and

(iii)
it is the staff’s position that the Company may not assert staff comments and the declaration of effectiveness of the registration statement as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please call Craig E.
Marcus of Ropes & Gray LLP, counsel to the Company, at (617) 951-7802 as soon as the registration statement has been declared effective.

 Very truly yours,

 BRIGHT HORIZONS FAMILY SOLUTIONS
INC.

 By:

 /s/ David Lissy

Name:

 David Lissy

Title:

 Chief Executive Officer

200 Talcott Avenue South, Watertown, Massachusetts 02472 p 617.673.8000 f 617.673.8001

One of Fortune Magazine’s “100 Best Companies to Work for in America”

www.brighthorizons.com

CORRESP
1
filename1.htm

Acceleration Request

 January 22, 2013

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Shaz Niazi / Brigitte Lippman

        Re:

Bright Horizons Family Solutions Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-184579)

 Ladies and Gentlemen:

 As underwriters of the Company’s proposed public
offering of up to 11,615,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (NYT) on January 24, 2013, or as soon
thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as
amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated January 14, 2013, through the date hereof:

Preliminary Prospectus dated January 14, 2013:

 6,849 copies to prospective Underwriters, institutional investors, dealers and others.

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

GOLDMAN, SACHS & CO.

J.P. MORGAN SECURITIES LLC

BARCLAYS CAPITAL INC.

As Representatives of the several Underwriters

By:

J.P. MORGAN SECURITIES LLC

By:

 /s/ John Bertone

John Bertone

Vice President

CORRESP
1
filename1.htm

Response Letter

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 January 4, 2013

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Registration Statement on Form S-1

 File No. 333-184579

Discussion with SEC Staff on January 4, 2013

Attn:
Shaz Niazi/ Brigitte Lippman – Legal

Blaise Rhodes/Raj Rajan – Accounting

Ladies and Gentlemen:

 On
behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933 (the “Securities Act”), and the rules and regulations promulgated thereunder, please find
enclosed for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR the following information that was requested by the Staff during a conference call on January 4, 2013 in connection with a discussion of the
response letter that was filed by the Company on December 27, 2012 (the “Response Letter”) relating to the Company’s Registration Statement on Form S-1, File No. 333-184579 (the “Registration Statement”).

 To facilitate your review, the Company has included in Annex A attached hereto copies of certain excerpted pages that
will be included in an amendment to the Registration Statement to reflect the changes to the Company’s disclosure in the Registration Statement that are described in this response letter. Unless otherwise specified, all references to page
numbers in this letter are to the page numbers in the excerpted pages included herewith as Annex A.

 Division of Corporation Finance

 Securities and Exchange Commission

 January 4, 2013

Page 2

 Dilution, page 33

The Company supplementally advises the Staff that it will revise page 33 of the Registration Statement as reflected in Annex A to reflect the
Company’s net tangible book value deficiency at September 30, 2012 and pro forma as adjusted net tangible book value deficiency at September 30, 2012 as calculated below.

Net Tangible
Book Value
Deficiency at
September 30,
2012

Adjustments
for the
Offering

Pro Forma As
Adjusted Net
Tangible
Book Value
Deficiency
at
September 30,
2012

 Total Assets

$
1,899,603

$
180,754
(a)

$
2,080,357

 Goodwill

(991,967
)

(991,967
)

 Other Intangible – Net

(440,067
)

(440,067
)

 Total Consolidated Tangible Assets

467,569

648,323

 Total Liabilities

1,293,683

1,293,683

 Redeemable Noncontrolling Interest

15,825

15,825

 Deferred Financing Costs

14,605

14,605

 Net Tangible Book Value Deficiency

$
(856,544
)

$
(675,790
)

(a)
Represents the estimated net proceeds to the Company, after deducting estimated offering expenses and underwriting discounts and commissions, from the initial public
offering (assuming an initial public offering price of $24.00 per share, the midpoint of the preliminary estimated initial public offering price range and an offering size, excluding any over-allotment option, of 8,300,000 shares). The pro forma as
adjusted net tangible book value deficiency at September 30, 2012 that will be included in the Registration Statement will be appropriately adjusted to reflect any change in the midpoint of the initial public offering price range or the
offering size from the estimates reflected in the calculation above.

 Conversion of Class L Common Stock

The Company supplementally advises the Staff that, consistent with the disclosure included in Annex A to its response letter dated December 4, 2012,
it will revise pages ii, 29, F-9, F-40 of the Registration Statement as reflected in Annex A to describe the timing and terms of conversion of the Company’s Class L common stock.

 2

 Division of Corporation Finance

 Securities and Exchange Commission

 January 4, 2013

Page 3

*    *    *    *    *

We hope that the foregoing has been responsive to the Staff’s questions. The Company anticipates filing Amendment No. 2 to the
Registration Statement reflecting the foregoing changes, as well as the changes previously identified in the Response Letter and the Company’s prior response letter dated December 4, 2012, shortly after resolving all of the Staff’s
comments to the Registration Statement and distributing preliminary prospectuses at that time. If you should have any questions about this letter or require any further information, please call the undersigned at (617) 951-7802 or Rachel
Phillips of our offices at (617) 235-4734.

 Very truly yours,

/s/ Craig E. Marcus

 Craig E. Marcus

cc:
David Lissy

 Elizabeth Boland

 3

 Annex A

 Market and Other Industry Data

 Although we are responsible for all of the disclosure
contained in this prospectus, we rely on and refer to information regarding the child care industry, which has been compiled from market research reports, census data and other publicly available information. Other industry and market data included
in this prospectus are from internal analyses based upon data available from known sources or other proprietary research and analysis. We believe this data to be accurate as of the date of this prospectus. However, this information cannot always be
verified with complete certainty due to the limitations on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

Trademarks, Service Marks and Copyrights

 We own or have rights to trademarks, service marks, trade names and copyrights that we use in connection with the operation of our business, including our corporate names, logos and website names. Other trademarks,
service marks and trade names appearing in this prospectus are the property of their respective owners. The trademarks we own include Bright Horizons®. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ©,
® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks,
service marks, trade names and copyrights.

 The Reclassification

In connection with this offering, on
                     , 2013, we amended our certificate of incorporation to effect a 1-for-1.9704 reverse split of our Class A common stock
and then convert each outstanding share of Class L common stock into 35.1955 shares of our Class A common stock. In addition, immediately following the conversion of our Class L common stock we reclassified our Class A common stock into common
stock. At the time of such conversion and reclassification, in accordance with the terms of our equity incentive plans and our outstanding awards thereunder, outstanding options to purchase shares of our Class A common stock and Class L common stock
became options to purchase shares of our common stock with appropriate adjustments to the exercise price per share and the number of shares underlying each such award. Unless otherwise indicated, all share data gives effect to the reverse split of
our Class A common stock, the conversion of all shares of our Class L common stock into shares of our Class A common stock and the subsequent reclassification of our Class A common stock into common stock and related adjustments to our outstanding
options to purchase shares of our Class A common stock and Class L common stock, which we refer to collectively as the reclassification. See “The Reclassification.”

 ii

 THE RECLASSIFICATION

In connection with this offering, on
    , 2013, we amended our certificate of incorporation to effect a 1-for-1.9704 reverse split of our Class A common stock and then convert each outstanding share of our Class L common stock into 35.1955 shares of our Class
A common stock. Immediately following the conversion of our Class L common stock, we reclassified our Class A common stock into common stock. The Class L common stock was identical to the Class A common stock, except that the Class L common
stock was convertible into shares of our Class A common stock, and each share of Class L common stock was entitled to a preferential payment upon any liquidating distribution by us to holders of our capital stock, whether by dividend, distribution
or otherwise, equal to the base amount for such share ($405.00), which we refer to as the Class L base amount. After payment of the Class L base amount, each share of common stock and Class L common stock shared equally in all remaining liquidating
distributions by us to holders of our common stock. The conversion rate of 35.1955 shares of Class A common stock for each share of Class L common stock was determined and approved by our board of directors and stockholders.

At the time of the conversion of our Class L common stock, in accordance with the terms of our equity incentive plans and our outstanding awards
thereunder, outstanding options to purchase shares of our Class L common stock became options to purchase shares of our common stock with appropriate adjustments to the exercise price per share and the number of shares underlying each such award.

  References to the “reclassification” throughout this prospectus refer to the 1-for-1.9704 reverse stock split of our
Class A common stock, the conversion of our Class L common stock into our Class A common stock, related adjustments to our outstanding options to purchase shares of our Class A common stock and Class L common stock and the reclassification of
our Class A common stock into our common stock.

 - 29 -

 DILUTION

If you invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public
offering price per share of our common stock and the net tangible book value per share of our common stock after this offering. Dilution results from the fact that the initial public offering price per share of the common stock is substantially in
excess of the book value per share of common stock attributable to the existing stockholders for the presently outstanding shares of common stock. We calculate net tangible book value per share of our common stock by dividing the net tangible book
value by the number of outstanding shares of our common stock.

  Our net tangible book value deficiency at September 30, 2012
was approximately $856.5 million, or $16.23 per share of our common stock pro forma for the reclassification but before giving effect to this offering. Pro forma net tangible book value deficiency per share before the offering has been
determined by dividing net tangible book value (total consolidated tangible assets less total consolidated liabilities, deferred financing costs and redeemable noncontrolling interests) by the number of shares of common stock outstanding at
September 30, 2012, assuming that the reclassification had taken place on September 30, 2012. Dilution in net tangible book value deficiency per share represents the difference between the amount per share that you pay in this offering and the net
tangible book value deficiency per share immediately after this offering.

 After giving effect to the receipt of the estimated net
proceeds from our sale of shares in this offering, assuming an initial public offering price of $24.00 per share (the midpoint of the offering range shown on the cover of this prospectus), and the application of the estimated net proceeds therefrom
as described under “Use of Proceeds,” our pro forma as adjusted net tangible book value deficiency at September 30, 2012 would have been approximately $675.8 million, or $11.07 per share of common stock. This represents an
immediate decrease in net tangible book value deficiency per share of $5.16 to existing stockholders and an immediate increase in net tangible book value deficiency per share of $35.07 to you. The following table illustrates this dilution per share.

 Assumed initial public offering price per share(a)

$
24.00

 Pro forma net tangible book value (deficiency) per share at September 30, 2012

$
(16.23
)

 Increase per share attributable to new investors in this offering

5.16

 Pro forma net tangible book value (deficiency) per share after this offering

(11.07
)

 Dilution per share to new investors

$
(35.07
)

(a)
The midpoint of the range set forth on the cover of this prospectus.

  If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value deficiency per share of our common stock after giving effect to this offering would
be $10.40 per share of our common stock. This represents a decrease in pro forma as adjusted net tangible book value deficiency of $5.83 per share of our common stock to existing stockholders and dilution in pro forma as adjusted net tangible
book value deficiency of $34.40 per share of our common stock to you.

 A $1.00 increase (decrease) in the assumed initial public
offering price of $24.00 per share of our common stock would decrease (increase) our pro forma net tangible book value deficiency after giving effect to the offering by $7.7 million, assuming no change to the number of shares of our common stock
offered by us as set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

 - 33 -

 BRIGHT HORIZONS FAMILY SOLUTIONS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 AS OF DECEMBER 31, 2010 AND 2011 AND SEPTEMBER 30, 2012 AND FOR THE YEARS ENDED DECEMBER 31, 2009, 2010, AND 2011 AND THE NINE MONTHS ENDED

SEPTEMBER 30, 2012 AND 2011

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 Organization—Bright Horizons Family Solutions Inc. (“Bright Horizons” or the “Company”) provides workplace services for employers and families throughout the United States, Puerto
Rico, Canada, the United Kingdom, Ireland, the Netherlands, and India. Workplace services include center-based child care, education and enrichment programs, elementary school education, back-up dependent care (for children and elders), before and
after school care, college preparation and admissions counseling, tuition reimbursement program management, and other family support services.

 The Company operates its child care and early education centers under various types of arrangements, which generally can be classified into two categories: (i) the management or cost plus (“Cost
Plus”) model, where Bright Horizons manages a work-site child care and early education center under a cost-plus arrangement with an employer sponsor, and (ii) the profit and loss (P&L) model, where the Company assumes the financial
risk of the child care and early education center’s operations. The P&L model may be operated under either (a) the sponsored model, where Bright Horizons provides child care and early educational services on a priority enrollment basis
for employees of an employer sponsor, or (b) the lease/consortium model, where the Company provides priority child care and early education to the employees of multiple employers located within a real estate developer’s property or the
community at large. Under each model type the Company retains responsibility for all aspects of operating the child care and early education center, including the hiring and paying of employees, contracting with vendors, purchasing supplies, and
collecting tuition and related accounts receivable.

  Unaudited Pro Forma Information—The unaudited pro forma balance
sheet as of September 30, 2012 reflects the conversion of all outstanding shares of Class L common stock as of that date into Class A common stock at a conversion ratio of 35.1955 shares of Class A common stock for each share of Class L common
stock. For purposes of pro forma net income per share, all shares of Class L common stock have been treated as though they had been converted to common stock in all periods in which such shares were outstanding.

Basis of Presentation

CORRESP
1
filename1.htm

Response Letter

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 December 27, 2012

 Submitted Pursuant to a

 Request for Confidential Treatment

 Pursuant to 17 C.F.R. 200.83

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Bright Horizons Family Solutions Inc.

 Registration Statement on Form S-1

 File No. 333-184579

SEC Comment Letter dated December 18, 2012

Attn:
Shaz Niazi/ Brigitte Lippman – Legal

 Blaise Rhodes/Raj Rajan – Accounting

 Ladies and Gentlemen:

On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933 (the “Securities Act”), and the rules and regulations promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR the following responses to the
comment letter dated December 18, 2012 from the Staff regarding the response letter that was filed by the Company on December 4, 2012 (the “Response Letter”) relating to the Company’s Registration Statement on Form S-1, File
No. 333-184579 (the “Registration Statement”).

 To assist your review, the Staff’s comments as reflected
in the Staff’s letter dated December 18, 2012 are reproduced in italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. In addition, to facilitate your review, the Company
has included in Annex A attached hereto copies of certain excerpted pages that will be included in an amendment to the Registration Statement to reflect the foregoing and has included in Annex B attached hereto copies of certain
excerpted pages that are expected to be included in an amendment to the Registration Statement to update the Company’s executive compensation disclosure for fiscal year 2012, subject to confirmation of

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 2

amounts and achievement of performance targets upon completion of the Company’s fiscal year, in anticipation of seeking effectiveness of the Registration Statement in 2013. Unless otherwise
specified, all references to page numbers in the Company’s responses below are to the page numbers in the excerpted pages included herewith as Annex A.

 Confidential treatment has been requested for portions of this letter. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A
complete version of this letter has been separately filed with the Securities and Exchange Commission.

 Dilution, page 33

1.
We read your response to comment 2 in our letter dated November 20, 2012. Show us how you have revised the disclosures as stated in your response and provide us
your calculations of net tangible book value deficiency before offering and after offering. We may have further comments after reviewing your response.

 Response to Comment 1:

 The Company supplementally advises the Staff that, as disclosed on page
33, which was included in Annex A to the Response Letter, the Company has deducted the redeemable non-controlling interest and its deferred financing costs from its determination of net tangible book value deficiency. The Company’s net tangible
book value deficiency at September 30, 2012 of $827.3 million, or $15.68 per share, and the Company’s pro forma as adjusted net tangible book value deficiency at September 30, 2012 of $668.4 million, or $10.94 per share, each of which
were included on page 33 of Annex A to the Response Letter, were calculated as follows (based on the financial information included on pages F-3 and F-24 of the Registration Statement) (dollars in thousands):

Net Tangible
Book Value
Deficiency at
September 30,
2012

Adjustments
for the
Offering

Pro Forma As
Adjusted Net
Tangible
Book Value
Deficiency at
September 30,
2012

 Total Assets

$
1,899,603

$
(30,782
)(a)

$
1,868,821

 Goodwill

(991,967
)

(991,967
)

 Other Intangible – Net

(440,067
)

(440,067
)

 Total Consolidated Tangible Assets

467,569

436,787

 Total Liabilities

1,293,683

(189,714
)(b)

1,103,969

 Redeemable Noncontrolling Interest

15,825

15,825

 Deferred Financing Costs

(14,605
)

(14,605
)

 Net Tangible Book Value Deficiency

$
(827,334
)

$
(668,402
)

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 2

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 3

(a)
Represents the estimated net proceeds to the Company from the initial public offering (assuming an initial public offering price of $24.00 per share, the midpoint of
the preliminary estimated initial public offering price range), less (i) $204.0 million expected to be used to repay amounts outstanding under the Company’s 13.0% senior notes, and (ii) $7.5 million expected to be used to make the
termination payment under the Company’s Sponsor management agreement, in each case, without giving effect to taxes.

(b)
Represents $191.6 million, the carrying amount of the Company’s 13.0% senior notes as of September 30, 2012, less debt issuance costs of $1.9 million.

 The Company will further revise page 33 as reflected in Annex A hereto to clarify that its calculation of net tangible book
value deficiency is equal to total consolidated tangible assets, less total consolidated liabilities, redeemable non-controlling interests and deferred financing costs.

 Common Stock Valuation and Stock-Based Compensation, page 44

2.
We note your response to comment 3 in our letter dated November 20, 2012. However, we note the following issues:

•

 We note your response that projected time for liquidity event is 1-3 years. Considering your discussions with underwriters started in April 2012 and
the proximity to the valuation date, tell us (i) how your assumption of a projected liquidity event of 1-3 years in your valuations as of March 31, 2012, April 4, 2012 and May 2, 2012 are appropriate and (ii) how the
effective marketability discount used in such valuations and fair value determinations are appropriate.

•

 We note under PWERM methodology, the per share value of common stock is estimated based on the probability weighted present value of expected future
values of stock under various possible future liquidity event scenarios. Please tell us (i) the future liquidity event scenarios used and (ii) probabilities for such scenarios.

Response to Comment 2:

 The Company
supplementally advises the Staff that the future liquidity event scenarios considered in the Company’s PWERM methodology were a sale of the Company and a public offering of the Company’s common stock. As of the valuation determinations as
of March 31, 2012, April 4, 2012 and May 2, 2012, the Company categorized the probability of completing a liquidity event as follows: (1) [*****]% on or prior to December 31, [*****], (2) [*****]% on or prior
to December 31, [*****], (3) [*****]% on or prior to December 31, [*****], and (4) [*****]% on or prior to December 31, [*****].

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 3

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 4

 While the Company commenced discussions with its lead underwriter in late May 2012 regarding the
possibility of an initial public offering, the timing for consummation of an initial public offering, or any other liquidity event, remained uncertain and significantly dependent on market conditions. The Company determined, based on discussions
with the stockholders and the Company’s advisors, including the underwriters, that its ability to achieve a liquidity event would be dependent on a number of conditions, some of which were outside of the Company’s control, including the
liquidity and general state of the capital markets and credit markets, the short- and long-term pricing in each of those markets, general economic conditions and outlook, and the Company’s financial performance and growth prospects. The Company
believes that the probabilities assigned to future liquidity events described above were appropriate based on all of the information available to the Company as of each of March 31, 2012, April 4, 2012 and May 2, 2012, including
the anticipated timeline to complete an initial public offering and the market risks referred to above.

 The Company further notes that until
the total equity value of the Company exceeds the Class L liquidation preference (which total equity value did not exceed the Class L liquidation preference as of December 31, 2011), holders of shares of Class A common stock are not
entitled to receive any value upon a liquidity event. As a result, increasing the probability of a liquidity event in the near term would have resulted in a lower indicated value per share for the Class A common stock as the value of the
Class A common stock was largely dependent on the enterprise value increasing above the existing debt. As an example, the Company recalculated the value of the Class A common stock using the same PWERM methodology but with the probability
of a liquidity event of [*****]% on or before December 31, [*****] and [*****]% on or before December 31, [*****] and the resulting value of the Class A common stock would have been $[*****] per share, as compared to the $6.09 per
share value that was determined by the Company on May 2, 2012 using the liquidity event probabilities described above.

 In determining
the fair value of its common stock, the Company did not apply a separate and explicit marketability discount as the rates of return associated with the highly leveraged Class A common stock were analogous to venture capital rates of return
which inherently are illiquid in nature. Instead, the Company applied risk-adjusted discount rates that were based on the capital asset pricing model for each of the Class A common stock and the Class L common stock and that reflected the
subordination of the common stock in the capital structure, including subordination of the Class A common stock to the Class L common stock, and the expected time to a liquidity event. The Company believes that such discount rates appropriately
capture the risks associated with each class of the Company’s common stock. In particular, the Company noted that the risk-adjusted discount rates applied to the Class A common stock as of each of March 31,
2012, April 4, 2012 and May 2, 2012 were consistent with the rates of return for venture capital investments indicated in the AICPA Practice Aid on Valuation of Privately-Held-

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 4

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 5

Company Equity Securities Issued as Compensation. As these rates of return reflect returns on illiquid investment, the Company believes that the use of the risk-adjusted discount rates without a
separate marketability discount were appropriate to value the Company’s Class A common stock using the PWERM methodology.

 Equity
Awards, page 47

3.
We note your response to comment 5 in our letter dated November 20, 2012. However you have not provided the basis for the determination of option exchange
completed on May 2, 2012 and note the following issues:

•

 Considering you determined the fair value of Class L common stock of $511.51 and Class A common stock of $6.09 as of April 4, 2012 and
May 2, 2012, please explain to us how you determined the exchange ratio for the exchange options completed on May 2, 2012 and how it is consistent with such fair value determinations.

•

 Your disclosure on page 48 indicates option exchange resulted in equity holders holding equity in the same ratio of nine shares of Class A
common stock for every one share of Class L common stock. However your disclosure on page F-33 indicates exchange ratio of options to purchase approximately 7.9 shares of Class common stock for a new option to purchase 4.6 shares of Class A
common stock and one share of Class L common stock. Please revise to clarify the exchange ratio and present consistent disclosures as appropriate.

 Response to Comment 3:

 The Company supplementally advises the Staff that in estimating the
potential future value to the Company’s optionsholders of the Company’s option grants, the Company has historically relied upon a stretch management forecast (detailed below) that is different from the forecast used as a basis for fair
value determinations. The Company determined to use the stretch management forecast for these purposes in consideration of the Company’s then-existing capital structure, where the Class L common stock was entitled to a preferential liquidating
distribution that, as described in response to Comment 4 below continues to grow at a rate of 10% per annum, compounded quarterly, and thereby absorbs the Company’s equity value until the Company’s operating performance grows to a
sufficient level to command a total equity value that is high enough to surpass this Class L preference amount. This capital structure creates an inflection point in the Company’s total equity value that dramatically impacts the value of its
Class A common stock (and similarly its options to purchase shares of Class A common stock). If the Company’s total equity value is below that inflection point (as it was in 2011 and at the beginning of 2012) the shares of
Class A common stock would receive no value upon a liquidation at that time and have value only based upon the Company’s prospects for future growth that could result in the Company’s total equity value increasing above the inflection

*****
Confidential material redacted and separately filed with the Securities and Exchange Commission.

 5

Division of Corporation Finance

Securities and Exchange Commission

Confidential Treatment Requested By

December 27, 2012

Bright Horizons Family Solutions Inc.

Page 6

point. However, once the Company’s performance is sufficient to support a total equity value that exceeds the Class L preference amount, the shares of Class A common stock become
entitled to share in the equity value in excess of the Class L preference amount on a pro rata basis upon a liquidation, resulting in more rapid growth in the value of shares of Class A common stock as compared to the shares of Class L common
stock. The Company refers the Staff to Exhibit 1 to this comment letter for a description of the Company’s stretch forecast for fiscal [*****].

 Through the option exchange, the Company sought to enable optionholders to exchange out-of-the-money options to purchase only shares of Class A common stock for options to purchase shares of
Class A common stock and Class L common stock that both (i) were issued with an exercise price that was equal to fair value at the time of grant and (ii) offered existing optionholders the ability to participate in any growth in the
Company’s equity value on the same basis as the Company’s investor shareholders (by holding options to purchase both shares of Class A common stock and Class L common stock in the same ratio as the Company’s investor stockholders
held their shares of Class A common stock and Class L common stock).

 The exchange ratio used by the Company in the option exchange was
determined by calculating the estimated aggregate value of the existing options to purchase shares of Class A common stock i

December 18 , 2012

Via E -mail
Mr. David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472

Re: Bright Horizons  Family Solutions Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed November  9, 2012
Response dated December 4, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your response  letter  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments app ly to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Dilution, page 33

1. We read your response to comment 2  in our letter dated November 20, 2012 .  Show us
how you have revised the disclosures as stated in your response and provide us your
calculations of net tangible book value deficiency before offering an d after offering.   We
may have further comments after reviewing your response.

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 2

 Common Stock Valuation and Stock -Based Compensation, page 44
Valuations and Methodology, page 46.

2. We note your response to comment 3  in our letter dated November 20, 2012 .  However,
we note the following iss ues:

 We note your response that projected time for liquidity event is 1 -3 years.
Considering your discussions with underwriters started in April 2012 and the
proximity to the valuation date, tell us (i) how your assumption of a projected
liquidity event o f 1-3 years in your valuations as of March 31, 2012, April 4, 2012
and May 2, 2012 are appropriate and (ii) how the effective marketability discount
used in such valuations and fair value determinations are appropriate.

 We note under PWERM methodology, the per share value of common stock is
estimated based on the probability weighted present value of expected future values
of stock under various possible future liquidity event scenarios.    Please tell us (i) the
future liquidity event scenarios used and (ii) probabilities for such scenarios.

Equity Awards, page 47

3. We note your response to comment 5  in our letter dated November 20, 2012 .  However
you have not provided the basis for the determination of option exchange completed on
May 2, 2012 and note the following issues:

 Considering  you determined the fair value of Class L common stock of $511.51 and
Class A common stock of $6.09 as of April 4, 2012 and May 2, 2012, please explain
to us how you determined the exchange ratio for the exchange options completed on
May 2, 2012 and how it  is consistent with such fair value determinations.

 Your disclosure on page 48 indicates option exchange resulted in equity holders
holding equity in the same ratio of nine shares of Class A common stock for every
one share of Class L common stock.   Howev er your disclosure on page F -33 indicates
exchange ratio of options to purchase approximately 7.9 shares of Class common
stock for a new option to purchase 4.6 shares of Class A common stock and one share
of Class L common stock.    Please revise to clarify  the exchange ratio and present
consistent disclosures as appropriate.

4. We note your response to comment 6  in our letter dated November 20, 2012 .  However
you have not bridged the fair value of the common stock and the basis for conversion of
each outstanding Class L common stock into 35 .1955 shares of Class A common
stock.    Based on the conversion amount of $631.32 per Class L Common stock as of
November 23, 2012 as noted in your response and the current proposed offering price of
$24, please bridge the fair value of the common stock an d the basis for conversion of
each outstanding Class L common stock into 35.1955 shares of Class A common stock.

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 3

5. We read your response to comment 7  in our letter dated November 20, 2012  and note that
your determination of the fair value of the Class A common stock reflects the abse nce of
a liquid market and, as a result, reflects an effective marketability discount.   Please
disclose the lack of marketability discount used for each valuation date and the basis for
your determination.

6. We note your response to comment 8  in our letter dated November 20, 2012 .  Howeve r, it
appears to us that you have not adequately addressed the issues. Thus, the comment is
partially reissued.   Considering the decline in fair value from $21.45 as of October 1,
2011 to $12.00 as of May 2, 2012, please bridge your fair value determinatio ns to the
current estimated IPO price.   Noting the preliminary estimated IPO price (without
refinancing) of $19 represents an approximate 58% increase in value and the preliminary
estimated IPO price (with refinancing) of $24 represents an approximate
100%   increase,   please reconcile and explain the differences between your estimated
offering price range and the fair values determined in your previous valuations.   Tell us
how each of the factors included in your analysis contributed to the increase.

7. We n ote your analysis indicates that after giving effect to the reclassification the value
per share as of May 2, 2012 would have been $12.00 per share of common stock in
respect of shares derived from Class A common stock and $14.54 per share of common
stock in respect of shares derived from Class L common stock.   Please explain to us how
the values of common stock derived from Class A and Class L are different and how you
computed such values.

8. We note you use projected 2012 and 2013 adjusted net income and adjusted EBITDA in
your analysis.   Provide us with (a) the projected 2012 and 2013 adjusted net income and
adjusted EBITDA (b) an explanation of the adjustments to net income and EBITDA .

9. We note acquisition of Huntyard as one of the factors in your analysi s.  Show us the
actual 2012, projected 2012 and 2013 net income, and adjusted EBITDA related to
Huntyard, how it increased your adjusted EBITDA, the impact of the acquisition of
Huntyard on your operations and how it contributed to the increase in fair val ue of your
common stock.

10. Please provide us the details of refinancing and demonstrate to us how your contemplated
refinancing of outstanding indebtedness will reduce your annual cash interest obligations
and how such saving in future resulted in change in  preliminary offering price from $19
without refinancing to $24 with refinancing.

11. We note your response that significant component of the increase in equity value is
attributable to the impact of rolling forward the valuation date to a more current date. Tell
us  (a) when the roll forward valuation was performed, (b) the time frame the changes
represent, (c) the fair value of your common stock determined as of that date, (d) the

David Lissy
Bright Horizons Family Solutions Inc.
December 18 , 2012
Page 4

 changes in your valuation assumptions and (e) reconcile changes in fair value from
previous valuation date to the roll forward valuation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all app licable Securities  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 adequacy of the disclosures they have made.

You may contact Blaise R hodes  at (202) 551 -3774  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Shaz  Niazi at (202) 551 -3121 or Brigitte Lippmann  at (202) 551 -3713  with any other
questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

cc: Craig E. Marcus, Esq.
Ropes & Gray LLP

CORRESP
1
filename1.htm

Response Letter

 December 4, 2012

 Submitted Pursuant to a

 Request for Confidential Treatment

 Pursuant to 17 C.F.R. 200.83

 VIA EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Re:

Bright Horizons Family Solutions Inc.

Amendment No. 1 to the Registration Statement on Form S-1

Filed November 9, 2012

File No. 333-184579

 Attn:

Shaz Niazi/ Brigitte Lippman – Legal

Blaise Rhodes/Raj Rajan – Accounting

 Ladies and Gentlemen:

 On behalf of Bright Horizons Family Solutions Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933 (the “Securities Act”), and the rules and
regulations promulgated thereunder, please find attached for filing with the Securities and Exchange Commission (the “Commission”) via EDGAR the following responses to the comment letter dated November 20, 2012 from the Staff
regarding the Registration Statement that was filed on November 9, 2012.

 To assist your review, the Staff’s
comments as reflected in the Staff’s letter dated November 20, 2012 are reproduced in italics in numerical sequence in this letter, and the corresponding responses of the Company are shown below each comment. In addition, to facilitate
your review, the Company has included in Annex A attached hereto copies of certain excerpted pages that will be included in an amendment to the Registration Statement to reflect the foregoing and has included in Annex B attached hereto copies of
certain excerpted pages that will be included in an amendment to the Registration Statement to effect the other changes in disclosure referred to in this letter. All references to page numbers in the Company’s response are to the page numbers
in the excerpted pages included herewith as Annex A.

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 2

 Confidential treatment has been requested for portions of this letter. The copy filed herewith omits
the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this letter has been separately filed with the Securities and Exchange Commission.

Capitalization, page 30

1.
We note your correspondence dated November 9, 2012 relating to the preliminary proposed offering. In order to provide an investor better understanding of
the impact of the various transactions associated with this offering, please revise your head note to provide a quantified explanation of the reclassification (reverse split and conversion of Class L Common stock and Class A common stock etc.),
the offering and the use of offering proceeds. In addition, revise your presentation to add separate columns to capture the adjustments associated with (i) conversions of Class L and Class A common stock (ii) the offering itself and
(iii) the repayment of your credit facilities with all related adjustments.

 Response to Comment 1:

The Company acknowledges the Staff’s comment and confirms that it will revise the Registration Statement in response to Comment 1, as set forth on
page 32 included in Annex A, to include the requested disclosure in the next filing of the Registration Statement.

 Dilution, page 31

2.
We note your correspondence dated November 9, 2012 relating to the preliminary estimated offering price of $19 per share and the related dilution disclosures.
It appears you did not deduct the redeemable non-controlling interest or deferred financing costs from your determination of net tangible book value. Please tell us why you believe this is appropriate or revise your dilution calculation and related
disclosures as appropriate.

 Response to Comment 2:

 The Company acknowledges the Staff’s comment and confirms that it will revise the Registration Statement in response to Comment 2, as set forth on page 33 included in Annex A, to deduct the
redeemable non-controlling interest and the deferred financing costs from the calculation of net tangible book value in the amendment to the Registration Statement that includes the price range information.

Common Stock Valuation and Stock-Based Compensation, page 44

 The Company notes that the Staff’s remaining comments relate to the Company’s policies and practices regarding valuation of its common equity and stock-based compensation. In order to assist
your review, the Company supplementally advises the Staff that:

•

 The disclosure requested by the Staff in Comments 4, 5 and 7 regarding the timing of and approach to the Company’s common stock valuation is set
forth on pages 47-50 included in Annex A and the Company confirms that it will revise the Registration Statement to reflect such disclosure.

 2

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 3

•

 The explanations requested by comments 3, 5, 7 and 8, including the bridge between the Company’s fair value at April 4, 2012 and May 2,
2012 and the preliminary estimated offering price requested by Comments 4, 6 and 8 below are included herein.

•

 In considering the Company’s approach to common stock valuation and stock-based compensation in 2012, the Company believes that it is helpful to
focus on the following events described herein and in the Registration Statement:

•

 The Company undertook an option exchange on March 26, 2012 that was completed on May 2, 2012 following expiration of the twenty business day
period required by Rule 14e-1 under the Securities Exchange Act of 1934, as amended. In connection with such option exchange and in connection with options granted in April and May 2012, the Company estimates that it will record a $19.0 million
stock compensation expense, net of estimated forfeitures. A total of $13.0 million of such expense had been recorded through September 30, 2012.

•

 On May 10, 2012 the Company executed a purchase agreement relating to all of the capital stock of Huntyard Limited. Prior to May 10, Huntyard
was free to negotiate with other potential acquirers. After signing, the Company arranged for financing to consummate the transaction, and the transaction, which was accretive to the Company’s earnings, closed on May 23, 2012.

•

 As described in the response to Comment 8 below and in connection with the completion of this offering, in addition to repaying the outstanding
principal of the Company’s 13.0% senior notes with the net proceeds of this offering, the Company has decided to undertake a refinancing of all of its remaining outstanding indebtedness. The planned refinancing will substantially reduce the
costs of borrowing beginning in 2013 resulting in a significant upward adjustment in projected 2013 cash flow from operations and adjusted net income.

3.
Please show us for each period presented your computations supporting common stock discount rate and Class L discount rate used under PWERM methodology and the basis
for your determination. Please tell us about the factors that contributed to the changes between periods.

 Response to
Comment 3:

 The Company supplementally advises the Staff that the common stock discount rate (rate of return) and Class L
discount rate (rate of return) used under the PWERM methodology described on pages 46 and 47 included in Annex A were calculated at each valuation date using the capital asset pricing model (the “CAPM”). For information regarding the
September 30, 2011 internal valuation see the response to Comment 7 below. The following CAPM inputs were used to

 3

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 4

determine an average required rate of return over the projected time frame for a liquidity event (sale of the Company or an initial public offering) as of the valuation date:

May 28, 2008

December 31, 2011

March 31, 2012

Risk free rate (1)

4.57
%

4.00
%

4.00
%

Market (Equity) Risk Premium (2)

6.00
%

6.00
%

5.50
%

Size Risk Premium (3)

3.65
%

1.98
%

1.88
%

Unlevered Beta (4)

0.85

1.14

1.17

Projected time frame for liquidity event

2-4 years

1-3 years

1-3 years

Weighted Average Cost of Capital

Not used

12.8
%

12.8
%

 Required rate of return for Class L common stock (5)

16.0
%

16.3
%

15.6
%

 Required rate of return for Class A common stock (5)

44.0
%

56.7
%

47.6
%

(1)
Based on the 20-year treasury rates as of May 28, 2008 and, as of December 31, 2011 and March 31, 2012, based on the 20-year treasury rate modified to
consider historical patterns for this measure and a normalized long-term rate that the Company and the independent third-party valuation specialist believed better reflected the average rates for 20 year treasuries over time.

(2)
The Market (Equity) Risk Premium is the estimated spread required to induce an investor to purchase a large capitalization stock with average market risk over a risk
free rate, for which the 20 year treasury rate was used. The equity risk premium narrowed as of March 31, 2012 in response to improvements in financial market conditions suggested by indicators such as rising stock market indices, reduced
equity market volatility and lower spreads on high yield debt over investment grade debt.

(3)
Size risk premium for the May 28, 2008 calculation was determined using Ibbotson’s 2008 Micro-Cap size premium based on the median market participant equity
capitalization for a group of publicly held companies in the education sector (the “guideline companies”), which was the sector with which the Company was most typically grouped by investment professionals prior to the going private
transaction in May 2008. For this group of guideline companies, the median equity capitalization was at the Micro-Cap level. The size risk premium for the December 31, 2011 calculation was based on the 2011 Ibbotson Yearbook – Low Cap
rate, and the March 31, 2012 calculation was based on the 2012 Ibbotson Yearbook – Low Cap rate, because the Company’s estimated equity capitalization had increased to the Low Cap level.

(4)
The unlevered beta or business risk index was based upon an analysis of a consistent group of guideline companies.

(5)
The higher required rate of return for the Class A common stock reflects the additional risk in the Class A common stock as the lowest-ranking security in the
capital structure, which only participates in liquidating distributions after the Company has satisfied all obligations to its debtholders and the holders of shares of Class L common stock have received a preferential distribution as described in
the response to Comment 6 below. The discount rate used to determine the fair value of the Class A common stock reflects the absence of a liquid market for the shares of Class A common stock, resulting in an effective marketability
discount on such fair value determination. The required rate of return for the Company’s Class A common stock increases to the extent that the Company’s obligations to its debtholders and holders of Class L common stock outpaces the
equity value available in respect of the shares of Class A common stock. The required rate of return for the Class A common stock was calculated by projecting the capital structure of the Company for each year up to the projected time
frame for a liquidity event, then calculating the re-levered betas applicable to Class A common stock for each year by treating the Class L common stock as debt. The re-levered betas were then used with other inputs in the CAPM referenced above
to calculate the expected rate of return for Class A common stock for that given year. These returns were then converted into a compounded geometric mean return for each year (i.e., the compounded annual return from the valuation date to each
year in the projected time frame). The average of the returns for those years in which a liquidity event was likely to occur formed the discount rate for Class A common stock used in the valuation.

 4

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 5

 At May 28, 2008, the application of the Class A and Class L discount rates resulted in the
calculated fair values of each of the classes of common stock equaling the going private transaction price, which price was based upon an arms-length bidding process.

 The higher required rate of return for the Class A common stock at December 31, 2011 reflects increases in the Company’s overall leverage, which created more inherent risk for the
Class A common stock (due to larger re-levered beta). The Company’s obligations to its debtholders increased from $775 million in aggregate principal amount outstanding at May 28, 2008 to $825 million at December 31, 2011. The
accreted value of the Class L common stock increased from $535 million in May 2008 to $772 million at December 31, 2011. Lastly, the global economic downturn in 2009 and 2010 affected the Company’s operating performance, which resulted in
the lowering of the Company’s projected future cash flow from the level that had been estimated as of the May 28, 2008 valuation, thereby increasing the level of projected leverage on the future capital structure over the expected time
frame for a liquidity event.

 At March 31, 2012, the Company’s obligations to its debtholders had remained unchanged from
December 31, 2011 at $825 million in aggregate principal amount outstanding, while the accreted value of the Class L common stock increased to $788 million and the Company’s operating performance continued to improve over 2011 levels. As a
result, the projected future capital structure reflected a modestly reduced level of leverage as of March 31, 2012 in relation to the Company’s overall estimated enterprise value. This, coupled with the reduction in the equity risk premium
resulted in a lower required rate of return for the Class A common stock at March 31, 2012 as compared to the rate at December 31, 2011.

4.
We note your disclosure on page 45 that your retrospective valuation as of March 31, 2012 included consideration of a valuation performed by an independent
third party valuation specialist. Tell us and disclose (a) when the third party valuations were performed (b) the fair value as determined by such third party valuations and (c) reconcile such valuation to the fair value determined by
your Board of Directors and to the preliminary estimated offering price.

 Response to Comment 4:

The Company supplementally advises the Staff that it received a valuation report from an independent third party valuation specialist on August 27,
2012 regarding the retrospective fair value of its common stock as of March 31, 2012. In connection with preparing the interim financial statements for the Registration Statement, the Company undertook to confirm that the stock compensation
expense determined by the Company in connection with stock option grants on April 4, 2012 and May 2, 2012 (including the grants pursuant to the option exchange described in the Company’s response to Comment 6) was reasonable. The fair
value of the common stock was determined as of March 31, 2012 based on the financial information available for the first quarter of 2012 and based on the Company’s determination that the assumptions that supported the valuation as of
December 31, 2011 continued to be applicable.

 5

 Division of Corporation Finance

 Securities and Exchange Commission

Confidential Treatment Requested By

 December 4, 2012

Bright Horizons Family Solutions Inc.

  Page
 6

As of each of April 4, 2012 and May 2, 2012, the compensation committee of the Company’s board of directors had determined that the fair value 

November  20, 2012

Via E -mail
Mr. David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472

Re: Bright Horizons  Family Solutions Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed November  9, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your amended registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comm ents.

Capitalization, page 30

1. We note your correspondence dated November 9, 2012 relating to the preliminary
proposed offering.  In order to provide an investor better understanding of the impact of
the various transactions associated with this offering, please revise your head note to
provide a quantified explanation of the reclassification  (reverse split and conversion of
Class L Common stock and Class A common stock etc.), the offering and the use of
offering proceeds.  In addition, revise your presentation to add separate columns t o
capture the adjustments associated with (i) conversions of Class L and Class A common
stock (ii) the offering itself and (iii) the repayment of your credit facilities with all related
adjustments.

David  Lissy
Bright Horizons Family Solutions Inc.
November 20 , 2012
Page 2

 Dilution, page 31

2. We note your correspondence dated N ovember 9, 2012 relating to the preliminary
estimated offering price of $19 per share and the related dilution disclosures.  It appears
you did not deduct the redeemable non -controlling interest or deferred financing costs
from your determination of net ta ngible book value.  Please tell us why you believe this is
appropriate or revise your dilution calculation and related disclosures as appropriate.

Common Stock Valuation and Stock -Based Compensation, page 44

3. Please show us for each period presented your  computations supporting common stock
discount rate and Class L discount rate used under PWERM methodology and the basis
for your determination.  Please tell us about the factors that contributed to the changes
between periods.

4. We note your disclosure on page 45 that your retrospective valuation as of March 31,
2012 included consideration of a valuation performed by an independent third party
valuation specialist.  Tell us and disclose (a) when the third party valuations were
performed (b) the fair value a s determined by such third party valuations and (c)
reconcile such valuation to the fair value determined by your Board of Directors and to
the preliminary estimated offering price.

5. We note your disclosure that on May 2, 2012, 1,401,750 options to acquire  class A
common shares were exchanged for options to acquire 815,670 class A common shares
and options to acquire 90,630 Class L common shares based on exchange ratio of options
to purchase approximately 15.5 shares of Class A common stock for a new option  to
purchase nine shares of Class A common stock and one share of Class L common stock.
Please revise to clarify the purpose of such exchange and how the exchange ratio was
determined.

6. We note your correspondence dated November 9, 2012 relating to the proposed
reclassification to convert each outstanding Class L common stock into 35.1955 shares of
Class A common stock.  We also note your disclosure on page 45 that fair values were
$6.09 per Class A Common share and $511.51 per Class L common stock as of May 2,
2012.  Considering the proposed estimated offering price of $19 per share of common
stock please (a) explain to us the basis for the conversion ratio of Class L common stock
and (b)  bridge your fair value determined as of May 2, 2012 to the current conversion
ratio of Class L common stock and the estimated IPO price per share.

7. We note your disclosure that during 2012 you granted stock options to purchase an
aggregate of 1,108,674 sh ares of your Class A common stock and 123,186 shares of your
Class L common stock under your 2008 Equity Plan.  To enhance an investor’s
understanding, please address the following:

David  Lissy
Bright Horizons Family Solutions Inc.
November 20 , 2012
Page 3

 • Please disclose in tabular format the number of options and other awards granted,
exercise price, fair value of your common stock, and fair value of the instruments
granted for the twelve -month period preceding the most recent balance sheet date
(i.e., beginning October 1, 2011).

• Please revise to clarify when your valuations w ere completed for each award and
option issuance date.

• Describe the methods and assumptions used in estimating the fair value of
underlying stock and the instruments granted.

• Tell us disclose when the most recent contemporaneous valuations were
completed .

• Tell us if a marketability discount was used. If so, please provide the amount for
each valuation performed, and the basis for your determination.

• Please tell us when your board commenced discussing your initial public offering
with your underwriter(s) .

8. We note your correspondence dated November 9, 2012 relating to the proposed
preliminary range of offering price and estimated offering price of $19 per share.
Considering the significant difference in the offering price of $19 per share and your
valuati on of recent equity awards prior to the reclassification at $6.09 per Class A
common stock, please bridge your fair value per issuance determinations to the current
estimated IPO price per share.  Please reconcile and explain the differences between your
estimated offering price range and the fair values included in your analysis.  Please
ensure to quantify and discuss the impact on the fair value on each of the factors that
occurred between the date the equity awards were granted and the date of the regist ration
statement filed including the changes in valuation assumptions.  Identify all material
positive and negative events occurring during the period which could reasonably
contribute to variances in fair value.

We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

David  Lissy
Bright Horizons Family Solutions Inc.
November 20 , 2012
Page 4

 You may contact Blaise Rhodes  at (202) 551 -3774  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Shaz  Niazi at (202) 551 -3121 or Brigitte Lippmann  at (202) 551 -3713  with any other
questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

cc: Craig E. Marcus, Esq.
Ropes & Gray LLP

November  6, 2012

Via E -mail
Mr. David Lissy
Chief Executive  Officer
Bright Horizons Family Solutions Inc.
200 Talcott Avenue South
Watertown, Massachusetts 02472

Re: Bright Horizons Family Solutions Inc.
Registration Statement on Form S -1
Filed October 24, 2012
  File No. 333 -184579

Dear Mr. Lissy :

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Risk Factors, pag e 14

1. We note that Article XI of your form of second restated certificate of incorporation
attempts to restrict the forum in which certain actions may be brought  by investors .
Please add  risk factor disclosure addressing the issue of enforceability of such exclusive
forum provisions and the potential effect of such restrictions on investors .  Please also
add disclosure regarding th ese restrictions  under Description of Capital Stock, starting on
page 108.

We urge all per sons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  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 adequacy of the disclosures they have made.

David Lissy
Bright Horizons Family Solutions Inc.
November 6 , 2012
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pen ding regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the di sclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective res ponsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendmen t prior to the requested effective date of the
registration statement.

You may contact Blaise Rhodes  at (202) 551 -3774  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.   Please
contact Shaz  Niazi at (202) 551 -3121 or Brigitte Lippmann  at (202) 551 -3713  with any other
questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director

cc: Craig E. Marcus, Esq.
Ropes & Gray LLP