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SEC Correspondence

 December 22, 2014

VIA COURIER AND EDGAR

Re:

Talen Energy Corporation

Talen Energy Holdings, Inc.

Registration Statement on Form S-1

Submitted November 5, 2014

File Nos. 333-199888 and 333-199888-01

 Mara L. Ransom

 Assistant
Director

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Dear Ms. Ransom:

 On behalf of
Talen Energy Corporation and Talen Energy Holdings, Inc. (collectively, “Talen Energy”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission (the “SEC”) Pre-Effective Amendment No. 1
(“Amendment No. 1”) to the above-referenced Registration Statement. The Registration Statement has been revised in response to the comments from the staff (the “Staff”) of the Division of Corporation Finance of the SEC and
to reflect certain other changes. We have also sent to your attention via courier courtesy copies of Amendment No. 1 marked to show changes from the Registration Statement.

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December 22, 2014

 In
addition, we are providing the following responses to the Staff’s comment letter, dated December 5, 2014, regarding the Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below.
Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. Capitalized terms used and not otherwise defined in this letter have the meanings assigned to such terms in Amendment No. 1. The
responses and information described below are based upon information provided to us by Talen Energy.

 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 Transaction Agreement and the other agreements included as exhibits
to the registration statement. Please note that disclosure regarding an agreement’s representations or covenants in a registration statement (whether through incorporation by reference or direct 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 information 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 agreements do not constitute disclosure under the federal 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
warranties contained in the agreements and will update such disclosure as required by federal securities laws.

 Talen
Energy has revised its disclosure on page 75 and II-6 to address the Staff’s comment.

 Unaudited Pro Forma Condensed Combined Financial
Information, page 95

2.
We note 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.

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 Estimated
Purchase Price

 As provided in Note 2 (c)(8) to the Pro Forma Condensed Combined Financial Information, the estimated purchase price is calculated
as follows:

 Business Enterprise Value

$
3,294

 Less: Net Debt

1,272

 Estimated purchase price for the RJS Power business

$
2,022

 The Business Enterprise Value and Net Debt in the table above is ascribed to the RJS Power business. This
preliminary purchase price of the RJS Power business represents 35% of the business enterprise value and fair value of net debt of Talen Energy estimated during the second quarter of 2014 when evaluating and negotiating the Combination.

When negotiating the relative percentage ownership of Talen Energy to be held by PPL shareholders and the Contributors immediately after the
Combination, PPL and Riverstone each utilized information from both discounted cash flow and market multiple methodologies to measure the estimated fair values of the Energy Supply business and the RJS Power business. In accordance with the
Transaction Agreement, the Contributors will receive as consideration 35% of the shares of outstanding common stock of Talen Energy immediately after the Combination. This transaction is considered a business combination and must be accounted for in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805. As required under ASC 805-30-30-7, the consideration transferred in a business combination shall be measured at fair
value, which shall be calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests issued by the acquirer
(i.e. the purchase price). The fair value of the consideration transferred will be derived from the actual trading price of Talen Energy’s common stock immediately after the Combination. Because Talen Energy cannot in advance predict with
certainty what the market value of its common stock will be on the transaction date (currently expected to occur in the second quarter of 2015), Talen Energy respectfully submits it is not possible for Talen Energy to provide an estimate in advance
of the transaction date that does not have significant potential for change. Talen Energy therefore believes it is important to disclose that its estimate could change materially. Because the Transaction Agreement does not provide for any

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adjustment to the relative common stock ownership between PPL’s shareholders and the Contributors, the purchase price will be the fair value of 35% of the outstanding common stock of Talen
Energy at the date of the Combination.

 Estimated Fair Values of Tangible and Intangible Assets and Liabilities of RJS Power

 Fair value, as defined in ASC 820, Fair Value Measurements and Disclosures, is the “price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

 In estimating fair
value, Talen Energy engaged a third party consultant to assist in this process and considered and evaluated each of the three traditional approaches to value: the income approach, the market approach, and the cost approach.

For purposes of estimating the fair value of the generating assets acquired, Talen Energy relied primarily on the income approach, utilizing
the discounted cash flow method; a method whereby the present value of the future expected net cash flows is calculated using an appropriate discount rate to convert the future cash flows into present value.

For purposes of estimating the fair value of the ash site real property, Talen Energy relied on the relief from royalty method of the income
approach. Under the relief from royalty method, the fair value of an asset is estimated based on the premise that ownership of the asset relieves the owner of the need to pay a royalty to a third party for use of the asset. Under this method, fair
value is estimated by discounting the royalty savings as well as any tax benefits related to ownership to a present value.

 In addition,
the fair value analyses considered several intangible assets and liabilities. Those assets, liabilities, and the associated fair value analyses are described below:

•

Below/Above Market Commodity Contracts - Below market contracts (intangible assets) and above market contracts (liabilities) were analyzed utilizing an income approach. Talen Energy determined the difference between
contract prices for the related commodities and the current market price and then multiplied the difference by annual volume to be expected over the contract lives. The resulting after-tax annual differences were discounted using an appropriate
discount rate to provide an estimate of the fair value of the contracts.

•

 Below/Above Market Leases - The fair values of the below market leases (intangible assets) and the above market leases (liabilities), were estimated
utilizing both the income and market approach. Talen Energy compared the

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contractual rent payments to available market rents assuming the leased sites are released to a similar tenant given the market conditions as of the measurement date. The contract rent was
compared with the estimated market rent during each period of the remaining lease term in order to calculate the fair value of the above/below market leases. Any difference over the lease term was discounted to current fair value using an
appropriate discount rate.

•

Ash Site Permit – The fair value of the ash site permit was estimated utilizing an income approach analysis. Specifically, the excess earnings method was employed. In this analysis, the net cash flow attributable
to the intangible asset was calculated based on a forecast of the cash flow associated with the relevant business less contributory asset charges for economic returns of and on all monetary, tangible, and other intangible assets necessary to
realizing the cash flows associated with only the subject asset. Under this method, fair value is estimated by discounting the resulting “excess earnings” to present value using an appropriate discount rate.

•

Emission Allowances – The fair value of emissions allowances was estimated using the market approach. Since there is a transparent and observable market for such emissions allowances, Talen Energy applied the
observable market prices to the appropriate volume of annual allowances to develop the indication of fair value.

 Talen
Energy has revised its disclosure in Note 2 (c) to the unaudited pro forma condensed combined financial information on page 102 to reflect the possibility of material changes to the estimated purchase price and final fair value amounts.

Note 2. Purchase Price 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.

 Talen Energy has revised its disclosure on page 104 to address the Staff’s comment.

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 these facilities and potentially result in future impairment

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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 assets groups.

 Regulation S-K, Item 303, requires disclosure of “any known trends or uncertainties that . . . the registrant
reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations.” In addition, ASC 275-10-50-13 notes that risk and uncertainty disclosures are applicable to long-lived
assets the value of which may become impaired in the near term. Talen Energy has provided the disclosure identified in the Staff’s comment to give investors insight into when charges may be incurred in the future for certain long-lived asset
impairments.

 Talen Energy respectfully advises the Staff that these two long-lived asset groups (the Brunner Island and Montour coal-fired
generation plants), neither of which is an independent reporting unit, were each assessed for impairment as, in management’s judgment, these held and used asset groups each met the criteria within ASC 360 requiring such test. In
management’s opinion, generally a long-lived asset that meets the criteria requiring an impairment assessment would be considered an at-risk asset warranting early warning disclosure, if material. In accordance with ASC 360, when assessing
these asset groups for impairment, management first applied an undiscounted cash flow recoverability test which utilizes cash flows based on management’s plans for the use of these assets. As neither asset group failed this undiscounted cash
flow recoverability test, fair value was not required to be calculated under the accounting guidance contained in ASC 360. However, Talen Energy believes it is important to provide investors with as much information as reasonably possible to help
them assess the likelihood and significance of a potential impairment of these plants and, therefore, Talen Energy has disclosed the factors that could negatively impact the operations of these facilities and the carrying value of these assets.

RJS Power, 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 settlement on commodity derivative contracts. Please revise your disclosure to quantify, to
the extent possible, the effect of each different reason to provide your readers with insight into the underlying drivers of those changes.

Talen Energy has revised its disclosure on page 154 to quantify and explain the effect of each of the underlying drivers of the increases and
decreases in the components of power revenues and realized settlement on commodity derivative contracts.

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 Significant
Accounting Policies, 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 accounting 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.

 Talen Energy has revised the disclosure beginning on page 166 to supplement the description of significant
accounting policies included in Note 3 to the audited combined financial statements of RJS Power. Talen Energy has also included a discussion of whether accounting estimates are reasonably likely to change and quantified the impact of any such
changes where practicable. Please see the revised disclosure beginning on page 166 of Amendment No. 1. in response to the Staff’s comments.

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 statement