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SEC Correspondence

FOIA CONFIDENTIAL TREATMENT

 REQUESTED PURSUANT TO 17 C.F.R. § 200.83

BY TALEN ENERGY CORPORATION

       TALEN ENERGY HOLDINGS, INC.

PN-001

January 16, 2015

 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 are providing the following response to the comment set forth in the comment letter of the staff (the “Staff”) of the Division of
Corporation Finance of the Securities and Exchange Commission (the “SEC”) dated January 8, 2015 relating to the above-referenced Registration Statement on Form S-1 originally filed on November 5, 2014 (the

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-002

SECURITIES AND EXCHANGE COMMISSION

 2

January 16, 2015

“Registration Statement”) and amended by Amendment No. 1 to the Registration Statement filed with the SEC on December 22, 2014. To assist your review, we have retyped the text
of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by Talen Energy.

For reasons of the business confidentiality of information contained herein, this letter is accompanied by a request for confidential
treatment for selected portions of this letter pursuant to Rule 83 of the SEC’s Rules on Information and Requests, 17 C.F.R. § 200.83. Talen Energy has sent a copy of the confidential treatment request to the Office of Freedom of
Information and Privacy Act Operations. Accordingly, certain portions of this letter as submitted via EDGAR have been omitted and submitted separately to the SEC, and such omitted information has been replaced in this letter as submitted via EDGAR
with a placeholder identified by the mark “[*].” For the Staff’s reference, the omitted portions for which Talen Energy is requesting confidential treatment are bracketed and underlined in the paper submission for ease of
identification.

 Energy Supply

 Unaudited
Condensed Consolidated 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) increases 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:

•

Describe in greater detail the nature of the error and the impact on operating income and income from continuing operations after taxes for the interim period ended September 30, 2014.

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-003

SECURITIES AND EXCHANGE COMMISSION

 3

January 16, 2015

 During the period ended September 30, 2014, management of PPL Energy Supply, LLC
(“PPL Energy Supply”) determined that a mechanical contracting and engineering subsidiary was not properly applying the percentage of completion method of accounting for long-term construction contracts in accordance with ASC 605-35. More
specifically, the subsidiary’s estimated costs to complete for certain contracts were overstated due to excess cost contingencies. In addition, these cost estimates were not adjusted throughout the contract period as the contingencies were
resolved, resulting in an overstated billings-in-excess-of-cost liability. The liability was maintained even after the contracts were completed and no further performance obligations existed. This practice resulted in revenue being understated
during the contract period for certain contracts and the related liability being released and recorded as revenue up to several years after completion of the contracts, resulting in improper timing of revenue recognition over an extended period.
Upon identification of this practice, management completed a recalculation of gross profits and the billings-in-excess-of-costs liability account at the subsidiary for years 2010 through the nine months ending September 30, 2014 based on the
proper application of ASC 605-35. After performing the recalculation, it was determined that the overstated billings-in-excess-of-costs liability amounted to $17 million at December 31, 2013. In September 2014, the misstatements were corrected
through a reduction to the liability account and a corresponding increase in revenue. As a result, operating income and income from continuing operations after income taxes for the nine months ended September 30, 2014 were overstated by $17
million and $11 million, respectively.

•

Explain how management determined the correction was not material to the estimated income for the 2014 full fiscal year and also 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.

 The SEC guidance regarding materiality, as it relates to accounting matters, is codified in SAB 99,
“Materiality.” SAB 99 provides that “the omission or misstatement of an item in a financial report is material if, in light of surrounding facts and circumstances, the magnitude of the item is such that it is probable that the
judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of an item.” SAB 99 recognizes that

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-004

SECURITIES AND EXCHANGE COMMISSION

 4

January 16, 2015

numerical thresholds (such as comparing the impact of the adjustment to particular items on the financial statements) are useful as a preliminary step in assessing materiality. However, SAB 99
emphasizes the need to consider qualitative considerations in assessing materiality, as a basis for reviewing the “factual context in which the reviewer would review the financial statement line item.”

To determine the appropriateness of the method for correcting accounting misstatements, the SEC has provided guidance in SAB 108,
“Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB 108 provides guidance on the appropriate method for considering the effects of prior-period misstatements in
quantifying current-period misstatements (for the purpose of the quantitative portion of a materiality assessment). This guidance defines a “rollover” method, which quantifies a misstatement based on the effects of correcting the
misstatement existing in each historical income statement period, and an “iron curtain” method, which quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the reporting
period being analyzed through the current period income statement, regardless of the misstatement’s period(s) of origin.

 Combined,
the SAB Topics require that a materiality analysis for misstatement generally include all of the following:

•

Rollover method quantitative analysis

•

Iron curtain method quantitative analysis

•

Qualitative analysis

 After a thorough assessment of these quantitative and qualitative
factors, if it is determined that a misstatement is immaterial to the financial statements in the prior periods, and correcting the misstatement in the current period is not material to the current period financial statements, then the misstatement
is corrected in the current period and financial statements for the prior periods are not restated.

 In addition to the SEC guidance, ASC
250-10-45-27 states that “In determining materiality for the purpose of reporting the correction of an error, amounts shall be related to the estimated income for the full fiscal year and also to the effect on the trend of earnings. Changes
that are material with respect to an interim period but not material with respect to the estimated income for the full fiscal year or to the trend of earnings shall be separately disclosed in the interim period.”

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-005

SECURITIES AND EXCHANGE COMMISSION

 5

January 16, 2015

 Materiality Assessment

Management applied the aforementioned guidance to its review of the misstatement of revenue stemming from the mechanical contracting and
engineering subsidiary’s improper application of ASC 605 as follows.

 The table below presents the rollover method quantitative
analysis for 2010-2013 and the iron curtain quantitative analysis for the nine month interim period ended September 30, 2014 and the full fiscal year 2014 on both a forecasted basis at the time of management’s initial determination of
materiality and on the basis of the unaudited actual results, showing the impact on various income statement line items and certain non-GAAP measures of PPL Energy Supply. Management included both Gross Energy Margins and EBITDA as benchmarks for
measuring quantitative significance. Historically, PPL Energy Supply has disclosed and discussed Gross Energy Margins in its MD&A, as a key non-GAAP measure for assessing its performance in part because it enables the users of the financial
statements to understand how increases and decreases in energy prices impact the variability in the income statement, and how management uses risk management to mitigate this variability. Management also has assessed materiality against EBITDA
because this measure is of particular importance in the valuation of independent power producers (IPPs), which PPL Energy Supply will become, as a subsidiary of Talen Energy, following the spinoff transaction described in the S-1 Registration
Statement. PPL Energy Supply is also a public debt issuer with 100% of its equity held by its parent company, PPL Corporation. As such, EBITDA is also an important measure for the external stakeholders utilizing the financial statements of PPL
Energy Supply, as EBITDA is generally considered representative of cash available for debt service. Additionally, management believes that in the current market, in which PPL Energy Supply has experienced dramatic declines in earnings primarily as a
result of the significant decline in power prices, the usefulness of Gross Energy Margins and EBITDA as benchmarks for measuring quantitative significance increases substantially when assessing materiality for PPL Energy Supply. Management believes
this is particularly evident in the 2014 assessments in the table below.

 PPL Energy Supply

 (in
millions)

Unaudited
Actual
2014

Forecast
2014

9 months
Sept. 2014

2013

2012

2011

2010

 Reported

 EBITDA †

$
 [*]

$
 [*]

$
418

$
117

$
1,190

$
1,638

$
1,812

 Net Income †

$
 [*]

$
 [*]

$
48

$
(230
)

$
474

$
768

$
861

 Income from Continuing Operations After Income Taxes

$
 [*]

$
 [*]

$
38

$
(261
)

$
429

$
673

$
602

 Operating Revenues

$
 [*]

$
 [*]

$
1,653

$
4,514

$
5,346

$
6,272

$
4,977

 Gross Energy Margins

$
 [*]

$
 [*]

$
1,367

$
1,974

$
2,168

$
2,365

$
2,770

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-006

SECURITIES AND EXCHANGE COMMISSION

 6

January 16, 2015

 PPL Energy Supply

 (in
millions)

Unaudited
Actual
2014

Forecast
2014

9 months
Sept. 2014

2013

2012

2011

2010

 Over (Under) Statement

 Pre-Tax Misstatements

$
[*]

$
 [*]

$
16.9

$
(1.9
)

$
5.6

$
0.8

$
4.5

 After-Tax Misstatements

$
[*]

$
 [*]

$
10.7

$
(1.1
)

$
3.3

$
0.5

$
2.6

 Percentage

 EBITDA

[*]

[*]

4.0
%

-1.6
%

0.5
%

0.0
%

0.2
%

 Net Income

[*]

[*]

22.3
%

0.5
%

0.7
%

0.1
%

0.3
%

 Income from Continuing Operations After Income Taxes

[*]

[*]

28.2
%

0.4
%

0.8
%

0.1
%

0.4
%

 Operating Revenues

[*]

[*]

1.0
%

0.0
%

0.1
%

0.0
%

0.1
%

 Gross Energy Margins

[*]

[*]

0.0
%

0.0
%

0.0
%

0.0
%

0.0
%

†
Unaudited Actual 2014 EBITDA and Net Income included an estimated gain on the sale of the Montana hydro facilities of $[*] pre-tax and $[*] after-tax, respectively. Forecasted 2014 EBITDA and Net Income, at the time of
management’s initial determination of materiality, included an estimated gain on the sale of the Montana hydro facilities of $[*] pre-tax and $[*] after-tax, respectively.

Impact to prior periods

As shown in the above table, the misstatements had an immaterial quantitative impact under the rollover method to PPL Energy Supply’s
previously-issued financial statements for 2010 through 2013.

 Impact on current interim and annual period

The quantitative impact under the iron curtain method on the forecast and the unaudited actual Net Income, Operating Revenues, Gross Energy
Margins and EBITDA for the full year 2014 was also immaterial. As shown in the table above, the impact of declining power prices has had a negative impact on PPL Energy Supply’s business, and as net income and income from continuing operations
trend towards zero, the impact of the correction in 2014 of the prior period misstatements has a larger percentage impact relative to income from continuing operations versus the impact relative to other operating measures. While the quantitative
amount is greater than 5%, a presumptive materiality threshold, as income from continuing operations trends towards zero, management believes its quantitative relevance decreases relative to other operating measures.

As shown in the table above, all of PPL Energy Supply’s operating measures declined dramatically through these years as a result of the
significant decline in power prices. Management has similarly concluded that the effect of the prior period misstatements and the correction of those misstatements in 2014 did not mask these trends and, therefore, was not material.

 Confidential Treatment Requested By

Talen Energy Corporation

 Talen
Energy Holdings, Inc.

 PN-007

SECURITIES AND EXCHANGE COMMISSION

 7

January 16, 2015

 The impacts to the balance sheet with almost $11 billion of assets and member’s equity
in excess of $4 billion were also determined to be quantitatively and qualitatively insignificant.

 Given the percentage impact of the
misstatements with respect to the interim nine month period ended September 30, 2014 (as a result of the correction recorded during the interim period) and the immaterial impact with respect to the forecasted income for the full fiscal year
2014, management determined that the misstatement should be separately disclosed in the September 30, 2014 notes to the financial statements in accordance with ASC 250.

In SAB 99, the SEC provides examples of qualitative considerations that could render an otherwise small omission or misstatement
“material.” This list is not intended to be all-inclusive, but representative of the types of factors to be considered in assessing the materiality of an omission or misstatement.

Following are the SEC examples where immaterial amounts, such as the impacts of the misstatements caused by the timing of the subsidiary’s
revenue recognition, could be deemed material to investors. Comments are provided related to the recognition of revenue for the subsidiary:

•

Whether it arises from a precisely measurable item or an estimate. The subsidiary’s estimated costs to complete for certain contracts were overstated due to excess cost contingencies and these cost estimates
were not adjusted throughout the contract period as the contingencies were resolved, resulting in an overstated billings-in-exces