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SEC Comment Letter for Talen Energy (TLN) — Jan 27, 2015

Talen Energy Corp
Date: Jan. 27, 2015 · CIK: 0001622536 · Accession: 0000000000-15-004424

AI Filing Summary & Sentiment

File numbers found in text: 333-199888

Referenced dates: January 8, 2015

Date
January 27, 2015
Author
/s/ William H. Thompson for
Form
UPLOAD
Company
Talen Energy Corp

Letter

January 27, 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 Response dated January 16, 2015 File No. 333-199888

Dear Mr. Farr :

We have reviewed your response dated January 16, 2015 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 circumst ances or do not believe an amendment is appropriate, plea se 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.

Energ y Supply

Unaudited Condensed Consolidated Financial Statements

Notes to Financial Statements, page F -85

1. Interim Financial Statements, page F -85

1. We reviewed your response to our comment in our letter dated January 8, 2015, and note the significant impact of the out -of-period adjustment as compared to your forecast of income from continuing operations after income taxes. Please explain to us how the size of this error to income from continuing operations after income taxes would not alter a reasonable investor’s judgment based on the qualitative factors discussed in your prior response.

Paul A. Farr Talen Energy Corporation January 27 , 2015 Page 2

You may contact Yolanda Guobadia, Staff Accountant , at (202) 551 -3562 or Donna Di Silvio, Staff Accountant, at (202) -551-3202 if you h ave question s 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/ William H. Thompson for

Show Raw Text
January  27, 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
Response dated January 16, 2015
  File No. 333-199888

Dear Mr. Farr :

We have reviewed your response dated January 16, 2015  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
circumst ances or do not believe an amendment is appropriate, plea se 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.

Energ y Supply

Unaudited Condensed Consolidated Financial Statements

Notes to Financial Statements, page F -85

1. Interim Financial Statements, page F -85

1. We reviewed your response to our comment in our letter dated January 8, 2015, and note
the significant impact of the out -of-period adjustment as compared to your forecast of
income from continuing operations after income taxes.  Please explain to us how the size
of this error to income from continuing operations after income taxes would not alter a
reasonable investor’s judgment based on the qualitative factors discussed in your prior
response.

Paul A. Farr
Talen Energy Corporation
January 27 , 2015
Page 2

You may contact Yolanda Guobadia, Staff Accountant , at (202) 551 -3562 or Donna Di
Silvio, Staff Accountant, at (202) -551-3202 if you h ave question s 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/ William H. Thompson for

Mara L. Ransom
Assistant Director