SEC Comment Letter for Talen Energy (TLN) — Jan 8, 2015
Talen Energy Corp
Date: Jan. 8, 2015 · CIK: 0001622536 · Accession: 0000000000-15-001083
AI Filing Summary & Sentiment
File numbers found in text: 333-199888
Letter
January 8, 2015 Via E -mail Paul A. Farr Chief Executive Officer Talen Energy Corporation 835 W. Hamilton Street Allentown, PA 18101
Re: Talen Energy Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed December 22, 2014 File No. 333-199888
Dear Mr. Farr :
We have reviewed your registration statement 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 letter by amending your registration statement and providing the requested information . If you do not believe our comment applies 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 this comment, we may have additional comments.
Energy Supply
Unaudited Condensed Consolidat ed Financial Statements
Notes to Financial Statements, page F -85
1. Interim Financial Statements, page F -85
1. We note your disclosure that during the nine months ended September 30, 2014, PPL Energy Supply recorded $17 million ($11 million after -tax) incr eases to “energy -related businesses” revenues related to prior periods and the error is not expected to be material to the full year results for 2014. In this regard, please address the following:
Paul A. Farr Talen Energy Corporation January 8, 2015 Page 2
Describe in greater detail the nature of the error and th e impact on operating income and income from continuing operations after taxes for the interim period ended September 30, 2014.
Explain how management determined the correction was not material to the estimated income for the 2014 full fiscal year and a lso its effect on the trend of earnings.
Explain how you determined that the prior period correction was not material to any prior periods. In your response, please reference both the qualitative and quantitative assessment of materiality per SAB 99.
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
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January 8, 2015 Via E -mail Paul A. Farr Chief Executive Officer Talen Energy Corporation 835 W. Hamilton Street Allentown, PA 18101 Re: Talen Energy Corporation Amendment No. 1 to Registration Statement on Form S-1 Filed December 22, 2014 File No. 333-199888 Dear Mr. Farr : We have reviewed your registration statement 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 letter by amending your registration statement and providing the requested information . If you do not believe our comment applies 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 this comment, we may have additional comments. Energy Supply Unaudited Condensed Consolidat ed Financial Statements Notes to Financial Statements, page F -85 1. Interim Financial Statements, page F -85 1. We note your disclosure that during the nine months ended September 30, 2014, PPL Energy Supply recorded $17 million ($11 million after -tax) incr eases to “energy -related businesses” revenues related to prior periods and the error is not expected to be material to the full year results for 2014. In this regard, please address the following: Paul A. Farr Talen Energy Corporation January 8, 2015 Page 2 Describe in greater detail the nature of the error and th e impact on operating income and income from continuing operations after taxes for the interim period ended September 30, 2014. Explain how management determined the correction was not material to the estimated income for the 2014 full fiscal year and a lso its effect on the trend of earnings. Explain how you determined that the prior period correction was not material to any prior periods. In your response, please reference both the qualitative and quantitative assessment of materiality per SAB 99. 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