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(e) RULEMAKING.—The Commission shall proceed in 
accordance with section 553 of title 5, United States Code, 
when prescribing a rule under this section. 
(f) STATE AUTHORITY.—If the Commission determines 
that the regulations of a State provide equivalent or greater 
protection than the protection provided under this section, 
the regulations of the State shall apply in that State in 
lieu of the regulations issued by the Commission under this 
section. 
SEC. 1268. OFFICE OF CONSUMER ADVOCACY. 
(a) DEFINITIONS.—In this section: 
(1) ENERGY CUSTOMER.—The term ‘‘energy cus-
tomer’’ means a residential customer or a small com-
mercial customer that receives products or services 
from a public utility or natural gas company under 
the jurisdiction of the Commission. 
(2) NATURAL GAS COMPANY.—The term ‘‘natural 
gas company’’ has the meaning given the term in sec-
tion 2 of the Natural Gas Act (15 U.S.C. 717a), as 
modified by section 601(a) of the Natural Gas Policy 
Act of 1978 (15 U.S.C. 3431(a)). 
(3) OFFICE.—The term ‘‘Office’’ means the Office 
of Consumer Advocacy established by subsection 
(b)(1).
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(4) PUBLIC UTILITY.—The term ‘‘public utility’’ 
has the meaning given the term in section 201(e) of 
the Federal Power Act (16 U.S.C. 824(e)). 
(5) SMALL COMMERCIAL CUSTOMER.—The term 
‘‘small commercial customer’’ means a commercial 
customer that has a peak demand of not more than 
1,000 kilowatts per hour. 
(b) OFFICE.— 
(1) ESTABLISHMENT.—There is established with-
in the Department the Office of Consumer Advocacy. 
(2) DUTIES.—The Office may represent the in-
terests of energy customers on matters concerning 
rates or service of public utilities and natural gas 
companies under the jurisdiction of the Commis-
sion— 
(A) at hearings of the Commission; 
(B) in civil actions brought in connection 
with any function carried out by the Commis-
sion, except as provided in section 518 of title 
28, United States Code; and 
(C) at hearings or proceedings of other Fed-
eral regulatory agencies and commissions.
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SEC. 1269. AUTHORITY OF COURT TO PROHIBIT PERSONS 
FROM SERVING AS OFFICERS, DIRECTORS, 
AND ENERGY TRADERS. 
Section 314 of the Federal Power Act (16 U.S.C. 
825m) is amended by adding at the end the following: 
‘‘(d) In any proceedings under subsection (a), the court 
may prohibit, conditionally or unconditionally, and per-
manently or for such period of time as the court determines, 
any person who is engaged or has engaged in practices con-
stituting a violation of section 222 (and related rules and 
regulations) from— 
‘‘(1) acting as an officer or director of an electric 
utility; or 
‘‘(2) engaging in the business of purchasing or 
selling— 
‘‘(A) electric energy; or 
‘‘(B) transmission services subject to the ju-
risdiction of the Commission.’’. 
SEC. 1270. RELIEF FOR EXTRAORDINARY VIOLATIONS. 
(a) APPLICATION.—This section applies to any con-
tract entered into the Western Interconnection prior to June 
20, 2001, with a seller of wholesale electricity that the Com-
mission has— 
(1) found to have manipulated the electricity 
market resulting in unjust and unreasonable rates; 
and
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(2) revoked the seller’s authority to sell any elec-
tricity at market-based rates. 
(b) RELIEF.—Notwithstanding section 222 of the Fed-
eral Power Act (as added by section 1262), any provision 
of title 11, United States Code, or any other provision of 
law, in the case of a contract described in subsection (a), 
the Commission shall have exclusive jurisdiction under the 
Federal Power Act (16 U.S.C. 791a et seq.) to determine 
whether a requirement to make termination payments for 
power not delivered by the seller, or any successor in inter-
est of the seller, is not permitted under a rate schedule (or 
contract under such a schedule) or is otherwise unlawful 
on the grounds that the contract is unjust and unreasonable 
or contrary to the public interest. 
(c) APPLICABILITY.—This section applies to any pro-
ceeding pending on the date of enactment of this section 
involving a seller described in subsection (a) in which there 
is not a final, nonappealable order by the Commission or 
any other jurisdiction determining the respective rights of 
the seller. 
Subtitle G—Repeal of PUHCA and 
Merger Reform 
SEC. 1271. SHORT TITLE. 
This subtitle may be cited as the ‘‘Public Utility Hold-
ing Company Act of 2005’’.
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SEC. 1272. DEFINITIONS. 
For purposes of this subtitle: 
(1) AFFILIATE.—The term ‘‘affiliate’’ of a com-
pany means any company, 5 percent or more of the 
outstanding voting securities of which are owned, con-
trolled, or held with power to vote, directly or indi-
rectly, by such company. 
(2) ASSOCIATE COMPANY.—The term ‘‘associate 
company’’ of a company means any company in the 
same holding company system with such company. 
(3) 
COMMISSION.—The 
term 
‘‘Commission’’ 
means the Federal Energy Regulatory Commission. 
(4) COMPANY.—The term ‘‘company’’ means a 
corporation, partnership, association, joint stock com-
pany, business trust, or any organized group of per-
sons, whether incorporated or not, or a receiver, trust-
ee, or other liquidating agent of any of the foregoing. 
(5) ELECTRIC
UTILITY
COMPANY.—The term 
‘‘electric utility company’’ means any company that 
owns or operates facilities used for the generation, 
transmission, or distribution of electric energy for 
sale. 
(6) EXEMPT WHOLESALE GENERATOR AND FOR-
EIGN UTILITY COMPANY.—The terms ‘‘exempt whole-
sale generator’’ and ‘‘foreign utility company’’ have 
the same meanings as in sections 32 and 33, respec-
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tively, of the Public Utility Holding Company Act of 
1935 (15 U.S.C. 79z–5a, 79z–5b), as those sections ex-
isted on the day before the effective date of this sub-
title. 
(7) GAS UTILITY COMPANY.—The term ‘‘gas util-
ity company’’ means any company that owns or op-
erates facilities used for distribution at retail (other 
than the distribution only in enclosed portable con-
tainers or distribution to tenants or employees of the 
company operating such facilities for their own use 
and not for resale) of natural or manufactured gas for 
heat, light, or power. 
(8) HOLDING
COMPANY.—The term ‘‘holding 
company’’ means— 
(A) any company that directly or indirectly 
owns, controls, or holds, with power to vote, 10 
percent or more of the outstanding voting securi-
ties of a public-utility company or of a holding 
company of any public-utility company; and 
(B) any person, determined by the Commis-
sion, after notice and opportunity for hearing, to 
exercise directly or indirectly (either alone or 
pursuant to an arrangement or understanding 
with 1 or more persons) such a controlling influ-
ence over the management or policies of any
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public-utility company or holding company as to 
make it necessary or appropriate for the rate 
protection of utility customers with respect to 
rates that such person be subject to the obliga-
tions, duties, and liabilities imposed by this sub-
title upon holding companies. 
(9) HOLDING
COMPANY
SYSTEM.—The term 
‘‘holding company system’’ means a holding com-
pany, together with its subsidiary companies. 
(10) JURISDICTIONAL RATES.—The term ‘‘juris-
dictional rates’’ means rates accepted or established 
by the Commission for the transmission of electric en-
ergy in interstate commerce, the sale of electric energy 
at wholesale in interstate commerce, the transpor-
tation of natural gas in interstate commerce, and the 
sale in interstate commerce of natural gas for resale 
for ultimate public consumption for domestic, com-
mercial, industrial, or any other use. 
(11) NATURAL GAS COMPANY.—The term ‘‘nat-
ural gas company’’ means a person engaged in the 
transportation of natural gas in interstate commerce 
or the sale of such gas in interstate commerce for re-
sale. 
(12) PERSON.—The term ‘‘person’’ means an in-
dividual or company.
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(13) PUBLIC UTILITY.—The term ‘‘public util-
ity’’ means any person who owns or operates facilities 
used for transmission of electric energy in interstate 
commerce or sales of electric energy at wholesale in 
interstate commerce. 
(14) PUBLIC-UTILITY COMPANY.—The term ‘‘pub-
lic-utility company’’ means an electric utility com-
pany or a gas utility company. 
(15) STATE COMMISSION.—The term ‘‘State com-
mission’’ means any commission, board, agency, or 
officer, by whatever name designated, of a State, mu-
nicipality, or other political subdivision of a State 
that, under the laws of such State, has jurisdiction to 
regulate public utility companies. 
(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
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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. 
SEC. 1273. 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. 1274. 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.
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(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 
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.
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SEC. 1275. 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 
(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.
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(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. 
SEC. 1276. 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 1274 
(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 1274 (relating to Federal access to books and records)