SecProbe.io

December 5, 2014

Via E -mail
Paul A. Farr
Chief Executive Officer
Talen Energy Corporation
835 W. Hamilton Street
Allentown, PA 18101

Re: Talen Energy Corporation
Registration Statement on Form S-1
Filed November 5, 2014
  File No. 333-199888

Dear Mr. Farr :

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 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.

Representation and Warranties, page 75

1. We note your cautionary statements here and on page II-6 at the beginning of the exhibit
index concerning the representations and warranties in the Tran saction Agreement and
the other agreements included as exhibits to the registration s tatement.  Please note that
disclosure regarding an agreement’s representations or covenants in a registration
statement  (whether through incorporation by reference or dir ect inclusion) constitutes a
disclosure to investors, and you are required to consider whether additional disclosure is
necessary in order to put the information contained in, or otherwise incorporated into that
publication, into context so that such infor mation is not misleading.  Please refer to
Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934
and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a)
liability, Exchange Act Release No. 51283  (Mar. 1, 2005).  Accordingly, if you continue
to use these cautionary statements in your registration statement , please revise them to
remove any implication that the agreement s do not constitute disclosure under the federal

Paul A. Farr
Talen Energy Corporation
December 5, 2014
Page 2

 securities laws and to clarify  that you will provide additional disclosure to the extent that
you are or become aware of the existence of any material facts that are required to be
disclosed under federal securities law and that might otherwise contradict the
representations and warran ties contained in the agreements and will update such
disclosure as required by federal securities laws .

Unaudited Pro Forma Condensed Combined Financial Information, page 95

2. We not e the actual purchase price for RJS Power could be materially different than your
estimated purchase price and the final fair value amounts recorded for the assets,
including goodwill, and liabilities of RJS Power may differ materially from the
information  presented in the pro forma financial information.  Please describe in more
detail how you estimated the purchase price and how you estimated the fair market values
of the tangible and intangible assets and liabilities of RJS Power.

Note 2. Purchase Pric e Allocation, Pro Forma and Other Adjustments, page 102

3. Please revise your disclosure in pro forma adjustment Note 2(e) to disclose the interest
rate used in computing the estimated pro forma interest expense based on the committed
terms of the new $1.85 billion credit facility.

Management’s Discussion and Analysis of Financial Condition . . . , page 108

Energy Supply , page 109

Other Financial and Operational Developments, page 110

4. We note your disclosure here and on page F -16 of the Brunner Island and Montour coal -
fired generation plants tested for impairment in the fourth quarter of 2013 as well as your
disclosure of several factors that could negatively impact the operations of th ese facilities
and potentially result in future impairment charges.  To the extent these are asset groups
at-risk, please tell us your consideration of disclosing the percentage by which fair value
exceeded the carrying value of these asset groups.

RJS P ower , page 147

Results of Operations, page 148

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013, page 153

5. We note that you identify more than one reason for an increase or decrease in the
components of power revenues and realized settleme nt on commodity derivative
contracts.  Please revise your disclosure to quantify, to the extent possible, the effect of

Paul A. Farr
Talen Energy Corporation
December 5, 2014
Page 3

 each different reason to provide your readers with insight into the underlying drivers of
those changes.

Significant Accounting Polic ies, page 165

6. Please consider disclosing your critical accounting estimates to supplement the
description of significant accounting policies included in Note 3 to the audited combined
financial statements on page F -126.  Please also disclose whether accou nting estimates
and assumptions are reasonably likely to change in the future based on other outcomes
that are reasonably likely to occur, and quantify the impact that could result given the
range of reasonably possible outcomes.

Financial Statements of RJS Power Holdings LLC

Audited Combined Statements of Cash Flows for the Year Ended December 31, 2013, page F -
123

7. We note your presentation of changes in assets and liabilities in the combined statements
of cash flows for the year ended Dec ember 31, 2013.  We are unable to reconcile the
change in other current liabilities to the balance in the combined balance sheets on page
F-120.  Also, the loss on the extinguishment of debt in the combined statements of cash
flows does not agree to the lo ss reflected in the combined statements of operations on
page F -121.  Please revise or advise.

8. Please revise to separately identify the non -cash investing and financing activities in the
combined statements of cash flows for the periods presented.  Refe r to ASC 230 -10-50-3.

Notes to Combined Financial Statements, page F -124

3. Basis of presentation and significant accounting policies, page F -126

Revenue recognition, F -127

9. We note your disclosure and elsewhere throughout the prospectus that the company
engages in the sale of electricity, generating capacity and ancillary services on a
wholesale basis.  In this regard, please revise your disclosure to describe your revenue
recognition policies associated with each material type of revenue transaction.  In doing
so, please discuss revenue recognition with respect to long -term wholesale power
contracts.  Refer to ASC 235 -10-50-3 and SAB Topic 13B.

10. We note your disclosure that  revenue recognition is recorded under the accrual method
utilizing estimates where necessary.  Please describe the significant judgments made in
estimating revenues and how changes to such estimates affect the timing or amount of
revenue recognition.

Paul A. Farr
Talen Energy Corporation
December 5, 2014
Page 4

Asset retirement obligations, page F -129

11. Please revise your disclosure to clarify, if true, that you recognize the fair value of a
liability for an asset retirement obligation in the period in which it is incurred if a
reasonable estimate of fair value can  be made.  Refer to ASC 410 -20-25-4.

4. Acquisition, page F -130

Raven Power, page F -130

12. We note your disclosure that historical book value was used to record the fair value of
acquired accounts receivable, other current and long -term assets, accounts payable and
other current liabilities due to the short -term nature of these instruments.  Please tell us
how your initial measurement of the net assets acquired complies with ASC 805 -20-30-1.
Please also tell us how you measured the bargain purchase gain.   Refer to ASC 805 -30-
25-2.

8. Notes payable and lines of credit, page F -133

13. We note your disclosure that Topaz, Sapphire and Raven 2013 credit agreements contain
covenants that restrict distributions and certain loans, among other things.  Please tell  us
your consideration to disclose, in more detail, the pertinent provisions of such covenants
that restrict the payment of distributions and/or loans and to disclose the amount of
members’ interest or net income restricted or free of restrictions.  Refer to Rule 4 -
08(e)(1) of Regulation S -X.

Notes to Unaudited Combined Condensed Financial Statements, page 151

Changes to presentation of Statement of Operations, page F -152

14. Please describe the type of costs classified in fuel including the other variable operating
costs previously included within operations and maintenance on the Statement of
Operations.

Exhibit Index, page II -6

15. Regarding the o pinion of Simpson Thacher & Bartlett LLP as to certain tax matters  to be
filed by amendment as Exhibit 8.1 to  the registration statement, please clarify for us
whether this opinion will encompass both the Distribution Opinion and the Simpson
Thacher  Merger and Combination Opinion, each as defined in the Material U.S. Federal
Income Tax Consequences section of the  prospectus, beginning on page 61.  Please also
clarify for us whether you anticipate the opinion being in “long -form,” as defined in
Section III  of Staff Legal Bulletin No. 19 .

Paul A. Farr
Talen Energy Corporation
December 5, 2014
Page 5

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 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written s tatement 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 disclosure in the filing; and

 the company may not asse rt 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 responsibilities 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 amendment prior to the requested effective date of the
registr ation statement.

You may contact Yolanda Guobadia, Staff Accountant , at (202) 551 -3562 or Donna Di
Silvio, Staff Accountant, at (202) -551-3202 if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Jennifer López, Staff Attorney,  at (202)
551-3792, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at (202) 551 -3720 with
any other questions.

Sincerely,

 /s/ Dietrich A. King for

Mara L. Ransom
Assistant Director