486 
(16) SUBSIDIARY
COMPANY.—The term ‘‘sub-
sidiary company’’ of a holding company means— 
(A) any company, 10 percent or more of the 
outstanding voting securities of which are di-
rectly or indirectly owned, controlled, or held 
with power to vote, by such holding company; 
and 
(B) any person, the management or policies 
of which the Commission, after notice and oppor-
tunity for hearing, determines to be subject to a 
controlling influence, directly or indirectly, by 
such holding company (either alone or pursuant 
to an arrangement or understanding with 1 or 
more other persons) so as to make it necessary 
for the rate protection of utility customers with 
respect to rates that such person be subject to the 
obligations, duties, and liabilities imposed by 
this subtitle upon subsidiary companies of hold-
ing companies. 
(17) VOTING SECURITY.—The term ‘‘voting secu-
rity’’ means any security presently entitling the 
owner or holder thereof to vote in the direction or 
management of the affairs of a company.
487 
SEC. 1263. REPEAL OF THE PUBLIC UTILITY HOLDING COM-
PANY ACT OF 1935. 
The Public Utility Holding Company Act of 1935 (15 
U.S.C. 79 et seq.) is repealed. 
SEC. 1264. FEDERAL ACCESS TO BOOKS AND RECORDS. 
(a) IN GENERAL.—Each holding company and each 
associate company thereof shall maintain, and shall make 
available to the Commission, such books, accounts, memo-
randa, and other records as the Commission determines are 
relevant to costs incurred by a public utility or natural gas 
company that is an associate company of such holding com-
pany and necessary or appropriate for the protection of 
utility customers with respect to jurisdictional rates. 
(b) AFFILIATE COMPANIES.—Each affiliate of a hold-
ing company or of any subsidiary company of a holding 
company shall maintain, and shall make available to the 
Commission, such books, accounts, memoranda, and other 
records with respect to any transaction with another affil-
iate, as the Commission determines are relevant to costs in-
curred by a public utility or natural gas company that is 
an associate company of such holding company and nec-
essary or appropriate for the protection of utility customers 
with respect to jurisdictional rates. 
(c) HOLDING COMPANY SYSTEMS.—The Commission 
may examine the books, accounts, memoranda, and other 
records of any company in a holding company system, or
488 
any affiliate thereof, as the Commission determines are rel-
evant to costs incurred by a public utility or natural gas 
company within such holding company system and nec-
essary or appropriate for the protection of utility customers 
with respect to jurisdictional rates. 
(d) CONFIDENTIALITY.—No member, officer, or em-
ployee of the Commission shall divulge any fact or informa-
tion that may come to his or her knowledge during the 
course of examination of books, accounts, memoranda, or 
other records as provided in this section, except as may be 
directed by the Commission or by a court of competent ju-
risdiction. 
SEC. 1265. STATE ACCESS TO BOOKS AND RECORDS. 
(a) IN GENERAL.—Upon the written request of a State 
commission having jurisdiction to regulate a public-utility 
company in a holding company system, the holding com-
pany or any associate company or affiliate thereof, other 
than such public-utility company, wherever located, shall 
produce for inspection books, accounts, memoranda, and 
other records that— 
(1) have been identified in reasonable detail in 
a proceeding before the State commission; 
(2) the State commission determines are relevant 
to costs incurred by such public-utility company; and
489 
(3) are necessary for the effective discharge of the 
responsibilities of the State commission with respect 
to such proceeding. 
(b) LIMITATION.—Subsection (a) does not apply to 
any person that is a holding company solely by reason of 
ownership of 1 or more qualifying facilities under the Pub-
lic Utility Regulatory Policies Act of 1978 (16 U.S.C. 2601 
et seq.). 
(c) CONFIDENTIALITY OF INFORMATION.—The produc-
tion of books, accounts, memoranda, and other records 
under subsection (a) shall be subject to such terms and con-
ditions as may be necessary and appropriate to safeguard 
against unwarranted disclosure to the public of any trade 
secrets or sensitive commercial information. 
(d) EFFECT ON STATE LAW.—Nothing in this section 
shall preempt applicable State law concerning the provision 
of books, accounts, memoranda, and other records, or in any 
way limit the rights of any State to obtain books, accounts, 
memoranda, and other records under any other Federal 
law, contract, or otherwise. 
(e) COURT JURISDICTION.—Any United States district 
court located in the State in which the State commission 
referred to in subsection (a) is located shall have jurisdic-
tion to enforce compliance with this section.
490 
SEC. 1266. EXEMPTION AUTHORITY. 
(a) RULEMAKING.—Not later than 90 days after the 
effective date of this subtitle, the Commission shall issue a 
final rule to exempt from the requirements of section 1264 
(relating to Federal access to books and records) any person 
that is a holding company, solely with respect to 1 or 
more— 
(1) qualifying facilities under the Public Utility 
Regulatory Policies Act of 1978 (16 U.S.C. 2601 et 
seq.); 
(2) exempt wholesale generators; or 
(3) foreign utility companies. 
(b) OTHER AUTHORITY.—The Commission shall ex-
empt a person or transaction from the requirements of sec-
tion 1264 (relating to Federal access to books and records) 
if, upon application or upon the motion of the Commis-
sion— 
(1) the Commission finds that the books, ac-
counts, memoranda, and other records of any person 
are not relevant to the jurisdictional rates of a public 
utility or natural gas company; or 
(2) the Commission finds that any class of trans-
actions is not relevant to the jurisdictional rates of a 
public utility or natural gas company.
491 
SEC. 1267. AFFILIATE TRANSACTIONS. 
(a) COMMISSION AUTHORITY UNAFFECTED.—Nothing 
in this subtitle shall limit the authority of the Commission 
under the Federal Power Act (16 U.S.C. 791a et seq.) to 
require that jurisdictional rates are just and reasonable, in-
cluding the ability to deny or approve the pass through of 
costs, the prevention of cross-subsidization, and the issuance 
of such rules and regulations as are necessary or appro-
priate for the protection of utility consumers. 
(b) RECOVERY OF COSTS.—Nothing in this subtitle 
shall preclude the Commission or a State commission from 
exercising its jurisdiction under otherwise applicable law 
to determine whether a public-utility company, public util-
ity, or natural gas company may recover in rates any costs 
of an activity performed by an associate company, or any 
costs of goods or services acquired by such public-utility 
company from an associate company. 
SEC. 1268. APPLICABILITY. 
Except as otherwise specifically provided in this sub-
title, no provision of this subtitle shall apply to, or be 
deemed to include— 
(1) the United States; 
(2) a State or any political subdivision of a 
State; 
(3) any foreign governmental authority not oper-
ating in the United States;