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    <td width="75%" valign="top"><p ALIGN="left"><big><b><big><strong>Impacts of Utility Entry
    Into Air Conditioning Installation and Maintenance for Air Conditioning Contractors of
    America</strong></big></b></big></p>
    <font SIZE="2"><p></font><font size="4"><font face="Arial"><strong>BY<br>
    RICHARD C. CARLSON<br>
    CHAIRMAN, SPECTRUM ECONOMICS<br>
    MAY 6, 1998</strong></font></p>
    </font><p ALIGN="left"><small>(<em>originally published by PMA OnLine Magazine: 07/98</em>)</small></p>
    <font face="Arial"><p align="left">&nbsp;</p>
    <b><font SIZE="2"><p ALIGN="left"></font>EXECUTIVE SUMMARY</b></font></p>
    <p><font face="Arial">If done properly, electric deregulation promises to create a
    competitive market for retail sales of electricity which should lead to substantial energy
    cost savings for most consumers. However, early experience with deregulation has
    demonstrated that there are several substantial, unexpected problems. One such problem is
    the cross-subsidization of utility affiliates in unregulated service industries which
    threatens to undermine competition in these service industries as well as to reduce cost
    savings to consumers of electricity. The current pattern of electric deregulation creates
    strong economic incentives for such cross-subsidized market entry.</font></p>
    <p><font face="Arial">The most obvious example of cross-subsidized utility entry into new
    markets is the move of several utilities into the heating, ventilation, air-conditioning
    and refrigeration (HVACR) market. Members of the HVACR service industry have witnessed an
    unprecedented and growing incursion into the HVACR service market by utility affiliates in
    recent years. In a few states, such as Delaware and Maryland, utility affiliates have used
    their market power and cross-subsidies to suddenly gain over a 20% share of the HVACR
    market. These affiliates have enjoyed substantial cross-subsidies from their related
    utilities in the form of free advertising, free marketing, free customer information, free
    or reduced cost employees and free equipment. These cross-subsidies impose costs on the
    electric consumer and are contrary to the goals of open competition on which deregulation
    is premised.</font></p>
    <p><font face="Arial">This report, prepared by Spectrum Economics of Palo Alto, California
    examines the issue of cross-subsidization of utility affiliates in the HVACR market and
    its potential implications for deregulation of the electric power industry. The key issues
    explored and conclusions reached are as follows:</font><ul>
      <li><font face="Arial"><b>Deregulation and Cross-Subsidization:</b> This section reviews the
        long history of the problems of cross-subsidization created by earlier deregulation of
        other industries such as natural gas and long-distance service. In all of these
        industries, strict safeguards against cross-subsidization were required.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Cross-Subsidization Defined:</b> The National Regulatory Research
        Institute has defined cross-subsidization and demonstrated how regulation creates
        incentives for cross-subsidization.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Utility Cross-Subsidization of HVACR Affiliates and Its Public
        Policy Implications:</b> Examines why deregulation creates incentives to cross-subsidize
        unregulated affiliates and the forms of cross-subsidization. Partial deregulation
        encourages cross-subsidization because subsidy costs can be hidden in regulated operations
        and passed on to consumers. Such subsidies both increase costs to electric consumers and
        in the long run would lead to high price monopolies in the unregulated HVACR business.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Utility Entrants into HVACR Markets and Regulatory Responses:</b>
        Surveys the entry of utility affiliates into the HVACR market as well as regulatory
        responses in seven key states: New York, Nevada, Colorado, Maryland, Virginia, Ohio and
        Michigan. Among these states, the strongest utility HVACR programs are in Maryland and
        Ohio. Many states are considering tough rules to prohibit cross-subsidies, but Minnesota
        has enacted the toughest regulations. </font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Impacts of Cross-Subsidization on Competition:</b> The California
        PUC has found that cross-subsidies in California alone are approaching over $100 million
        per year. This would translate into a national consumer loss of over $2 billion per year.
        Short term job loss to existing workers could reach 60,000.</font></li>
    </ul>
    <p><font face="Arial">The report concludes that legislation to deregulate electric
    generation must address the issue of cross-subsidization in order to avoid substantial
    harm to competition and consumers.</font></p>
    <b><p><font face="Arial">I. INTRODUCTION</font></b></p>
    <p><a name="12345"></a><a name="B12345"></a><font face="Arial">The U.S. heating,
    ventilation, air conditioning and refrigeration (HVACR) industry has revenues of over $67
    billion per year and employs over 530,000 people<a href="#1,2"><sup>1,2</sup></a>.&nbsp;
    About 70% of the employees work for small contractors who employ less than 50 people, and
    almost half work for employers with less than 10 employees<a href="#3"><sup>3</sup></a>.
    The industry pays high wages to its employees, who average about $17 per hour and provides
    independent livelihood to over 53,000 small business owners and their families.<a href="#4,5"><sup>4,5</sup></a></font></p>
    <p><a name="B6"></a><font face="Arial">Increasingly, the future of these independent
    contractors is threatened by anticompetitive practices associated with the entry of large
    electric and gas utilities into the HVACR industry through unregulated affiliates. About
    42% of utilities are now active in the HVACR business, but most of their activity is
    recent.<a href="#6"><sup>6</sup></a> In the early 1990s only two major utilities,
    Consumer&#146;s Power of Michigan and Public Service of Colorado, had major HVACR
    businesses. By 1997, the number of utilities in the HVACR market had grown to over 50. The
    change in utility participation in the HVACR business is shown in <a href="#Chart1" name="C1">Chart 1</a>. This report examines some of the reasons for utility entry into the
    HVACR market, the potential for cross-subsidization of unregulated affiliates in the HVACR
    market, how this development threatens to reduce consumer savings in the soon-to-be
    deregulated electric power market, and utility actions and regulatory responses in seven
    states: Nevada, Colorado, Ohio, Michigan, New York, Maryland and Virginia.</font></p>
    <b><p><font face="Arial">II. DEREGULATION AND CROSS-SUBSIDIZATION</font></b></p>
    <p><font face="Arial">Recent U.S. efforts to deregulate major industries such as airlines,
    trucking, railroads and natural gas have by and large led to more competition and lower
    prices for most consumers. It is anticipated that deregulation of electric generation will
    produce many of the same benefits for consumers of electric power. However, if the
    transition to competition is not properly handled, deregulation could result in new
    economic inefficiencies both in the market for electric power and in related markets such
    as HVACR services. The recent and sudden expansion of electric utilities into the HVACR
    business is the leading edge of the potential for large energy supply and service
    conglomerates that could achieve near monopoly status in some industries. While integrated
    conglomerates are not in themselves problematic, the potential for anticompetitive impacts
    contrary to the intent of deregulation arises from the potential for utilities to use
    cross-subsidies from their regulated business to enter into and unfairly dominate other
    related but unregulated industries.</font></p>
    <p><font face="Arial">In contrast to European and Asian encouragement of industrial
    consolidation, the United States has historically sought to prevent monopolies. When
    industrial consolidation went too far, the government broke up such near monopolies as
    Standard Oil, IBM and AT&amp;T. Today Microsoft has come under increasing government
    scrutiny for allegedly monopolistic actions. Active U.S. enforcement of antitrust laws, in
    contrast to European and Asian protection of inefficient industrial giants, is one of
    several reasons for the relatively greater economic success of the United States. Where
    monopoly was thought to be inevitable, the U.S. has traditionally regulated such
    &quot;natural monopolies&quot; as water, electricity, gas and communications. Through
    regulation, monopolies prices were constrained, but they were also protected against
    competition. Thus regulated monopolies were both restricted and protected by their
    regulators.</font></p>
    <p><font face="Arial">Regulated firms generally were subject to another restriction: they
    were rarely allowed to enter unregulated businesses. This restriction was put in place to
    prevent these regulated monopolies from subsidizing their entry into new businesses using
    assets paid for by the ratepayers or from shifting part of that cost to consumers in the
    regulated industry. However, changing telecommunications and energy markets have led to
    partial deregulation first of natural gas and long-distance service, then of electricity
    generation. Partial deregulation of these industries has led to a &quot;mixed-market&quot;
    environment in which portions of the industry have been opened to competition while other
    portions have remained subject to regulation.</font></p>
    <p><a name="B78"></a><font face="Arial">As part of this deregulation process, utilities
    have been allowed to establish unregulated subsidiaries, but initially only under
    carefully controlled conditions. The first major utility deregulation effort, that of
    long-distance rates, required AT&amp;T to divest its regulated regional Bell operating
    companies (RBOC&#146;s) and limited its entry into a variety of information publishing
    sectors.<a href="#7,8"><sup>7, 8</sup></a></font></p>
    <b><p><font face="Arial">III. WHAT IS CROSS-SUBSIDIZATION?</font></b></p>
    <p><font face="Arial">Cross-subsidization is one of the key problems created by a mixed
    market environment. Concern about the potential for cross-subsidization prompted many of
    the restrictions described above and has posed a persistent problem for regulators.
    Cross-subsidization occurs when an affiliate in an unregulated market is able to price its
    product or services below cost due to its relationship with a regulated entity. Whether
    this cross-subsidy takes the form of covering the affiliates losses with revenues from the
    regulated utility or arises from the use of assets of the regulated entity to reduce the
    cost of providing service, the unregulated affiliate enjoys a competitive advantage due to
    its relationship with the regulated monopoly. This internal subsidy is borne, directly or
    indirectly, by the consumers of the regulated entity.</font></p>
    <p><font face="Arial">The result of this cross-subsidy is both inefficiency in the
    regulated market and a skewing of competition in the unregulated market as the affiliate
    is able to drive out otherwise efficient rivals through below cost pricing. The
    cross-subsidy enjoyed by the affiliate may allow the affiliate to offer prices far enough
    below its cost to allow it not only to drive out competitors but to prevent new entrants
    into the market. Once competition is eliminated, prices in the unregulated market will
    rise and the threat of predatory pricing will be sufficient to dissuade potential new
    entrants. Obviously, cross-subsidies pose adverse consequences for consumers and
    competitors alike.</font></p>
    <p><b><font face="Arial">IV.&nbsp; UTILITY CROSS-SUBSIDIZATION OF HVACR AFFILIATES AND ITS
    PUBLIC POLICY IMPLICATIONS</font></b></p>
    <b><p><font face="Arial">A. Why Deregulation Creates Incentives For Utilities To
    Cross-Subsidize Their Entry Into The Market for HVACR Services</font></p>
    </b><p><a name="B9"></a><font face="Arial">The utility industry is a huge industry
    undergoing the stress of market change and deregulation. The $213 billion electric utility
    industry dwarfs the $67 billion air conditioning installation and maintenance business<a href="#9"><sup>9</sup></a>. Several individual electric utilities are larger than an
    entire state&#146;s HVACR industry. Natural gas utilities are &quot;only&quot; a $60
    billion industry. The relative sizes of the HVACR, Electric Utility and Gas Utility
    industries are shown in <a href="#Chart2" name="C2">Chart 2</a>.</font></p>
    <p><a name="B10"></a><font face="Arial">Deregulation creates powerful incentives for gas
    and electric utilities to move into HVACR installation and service. The key incentive
    shared by all utilities and created by deregulation is the search for long-range profits.
    By hiding part of the costs of establishing themselves in the unregulated HVACR business,
    utilities can force their electric customers to help finance corporate expansion. In the
    long-run, after competitors are driven out by predatory pricing unregulated monopoly
    profits can be earned in the new business<a href="#10"><sup>10</sup></a>.</font></p>
    <p><font face="Arial">The second reason is bundling: using service contracts bundled with
    gas or electric purchases to encourage customers not to shift to new, more
    cost-competitive energy supplies. Fearful that they will be unable to compete on price
    alone due to stranded costs and other factors, utilities are hoping to retain customers by
    offering services like HVACR installation and service along with the base gas or electric
    service as a single package. Alternate suppliers of cheap gas and electricity can compete
    on price more easily than they can compete on service. Many utilities believe that they
    have a better chance of retaining consumer loyalty for their base electric and gas
    products by providing a bundle of energy services, including HVACR and appliance services,
    at a single package price. These utilities are deliberately under-pricing service
    contracts as loss leaders, to convince customers to accept long-term electric or gas
    purchase contracts. The main incentive to do this is that many utility costs are largely
    fixed, so that the loss of a small number of customers can significantly reduce profits.</font></p>
    <p><a name="B11"></a><font face="Arial">Under deregulation both electric and gas utilities
    share another powerful reason for diversifying into HVACR installation and service:
    institutional survival. Their existing businesses are slow growing, and new competitors
    will almost surely take some of that current business. Established organizations generally
    try to avoid staff cuts. Most utilities must cut staff to remain competitive in their core
    business, but they are desperate to shift these workers to new business to avoid the
    organizational morale and political problems of significant layoffs. Many utilities will
    grasp at any possibility to maintain the size of the organization, even if it will not be
    immediately profitable. Regulatory politics encourages such investments. Electric
    deregulation and general rate freezes are occurring at a time of declining interest rates
    and declining fuel prices. These fortuitous circumstances make many utilities potentially
    so profitable that they risk a political backlash against deregulation. After languishing
    for most of the last five years, utility earnings per share growth rates are expected to
    more than double from 2.5% per year to almost 6% per year in the next five years under
    deregulation<a href="#11"><sup>11</sup></a>. The decision facing utility executives is
    simple: If they don&#146;t take the diversification risk, their own jobs are at risk, and
    the profits saved from utility staff cuts may be recaptured by regulators in any case. If
    utility executives do invest in risky, initially money losing diversification, their jobs
    are saved and they are effectively risking the money of their regulated customers, not
    their shareholders. </font></p>
    <p><font face="Arial">Avoiding layoffs through diversification only works if the utility
    can be cost competitive in the new business or if it can use cross-subsidization to kill
    competitors. Utilities cannot be cost competitive in the HVACR business with their
    existing staff -- their wages are too high. Thus, utilities must either cross-subsidize or
    use non-union contractor personnel in the new HVACR enterprises: They must choose between
    an economic problem and a political one. </font></p>
    <p><font face="Arial">However, many utilities are doing so by utilizing their
    ratepayer-based assets to cross-subsidize their entry into the market for HVACR services.
    Through cross-subsidization, the affiliate&#146;s costs are lower than other participants
    in the market for HVACR services and are able to use their cost difference to force out
    current HVACR service providers and discourage new market entrants. Thus, while the
    initial result of cross-subsidization may be to lower the cost of HVACR services, these
    prices will surely rise as competition is eliminated. In addition, the cost of providing
    these below-cost services is actually being paid by the customers of the regulated part of
    the utility. </font></p>
    <b><p><font face="Arial">B. Utility Cross-Subsidization and Public Policy</font></b></p>
    <p><font face="Arial">Both gas and electric utilities have many ways to cross-subsidize
    their HVACR affiliates. Some key cross-subsidies include providing the following services
    to unregulated affiliates at low or no cost:</font><ul>
      <li><font face="Arial"><b>Customer Data:</b> Utilities have amassed large volumes of
        information on their customers and those customers&#146; usage patterns during their
        tenure as monopoly utility service providers. Obviously, this type of information becomes
        extremely valuable in a competitive marketplace. By sharing this data with its unregulated
        affiliate, the utility provides the affiliate with a substantial competitive advantage.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Employees and Employee Benefits:</b> Costs associated with
        employees and employee benefits are substantial, and the potential for cross-subsidization
        arises when employees are shared between the utility and its affiliate.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Finance:</b> Regulated entities generally receive a lower costs of
        capital than firms in competitive markets. If this advantage is passed on to the
        unregulated affiliate, that entity enjoys lower costs of capital than similarly placed
        independent firms solely by virtue of its relationship with the utility. Borrowing for
        these unregulated subsidiaries raises interest costs paid by general utility customers.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Shared Logos or Trademarks:</b> The &quot;name brand&quot;
        recognition possessed by utility logos and trademarks is the result of their monopoly
        status and should be considered to be a ratepayer asset in a competitive environment.
        Allowing unregulated affiliates to advertise, trade upon, or promote their affiliation
        with the utility through the use of shared logos or trademarks results in a ratepayer
        asset being used to create an unfair competitive advantage in the market for HVACR
        services.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Bill Inserts:</b> Direct mail advertising is expensive. Many
        utilities provide free advertising to their affiliates by allowing them to insert
        advertising in the utility&#146;s monthly billings.</font></li>
    </ul>
    <ul>
      <li><font face="Arial"><b>Preferential Referrals:</b> Many consumers call their utility when
        they experience problems with major appliances or HVACR systems. Often utilities refer
        these callers only to their unregulated affiliate rather than informing them of the
        existence of numerous qualified service providers.</font></li>
    </ul>
    <p><font face="Arial">While requesting the freedom to subsidize their own entry into the
    HVACR business through their affiliates, electric utilities have at the same time opposed
    subsidies to their competitors. Investor owned utilities have spent over 50 years fighting
    subsidized public power projects. They objected to the public power industry receiving
    subsidies from taxpayers in form of below market interest rates, low or no taxes and free
    administrative support. The Edison Electric Institute, a coalition of investor-owned
    utilities, was formed over 50 years ago to fight public power subsidies. These public
    power subsidies are similar to the utility&#146;s cross-subsidies of their unregulated
    affiliates.</font></p>
    <p><a name="B12"></a><font face="Arial">Many of these same utilities are currently
    proposing new subsidies to themselves. These proposed subsidies would require customer
    payment for so-called &quot;stranded costs&quot; (e.g., unsuccessful past investments
    which firms in normal competitive industries would be forced to write off). These proposed
    stranded cost assessments amount to a subsidy to electric utilities of between $100 and
    $160 billion<a href="#12"><sup>12</sup></a>. While the utilities plead financial necessity
    to obtain stranded cost recovery, many of these same utilities are pouring tens of
    millions of dollars into entering the HVACR business.</font></p>
    <p><a name="B13"></a><font face="Arial">The economic and public policy reasons for
    limiting cross-subsidization of unregulated affiliates in the HVACR industry are well
    described in a recent report issued by the National Regulatory Research Institute
    entitled, &quot;The Problem of Regulating Utility Affiliate Interactions in a Mixed Market
    Environment&quot; by Kenneth Costello and Robert Graniere<a href="#13"><sup>13</sup></a>.
    The Institute is supported by the National Association of Regulatory Utility Commissioners
    (NARUC). The report makes the following key points:</font><ul>
      <li><font face="Arial">Cost shifting from unregulated affiliate to regulated utility can be
        accomplished in myriad ways;</font></li>
    </ul>
    <ul>
      <li><font face="Arial">Cost based regulation provides a substantial economic incentive for
        such cost shifting;</font></li>
    </ul>
    <ul>
      <li><font face="Arial">The regulatory challenge of reviewing such cost shifting is
        difficult, if not impossible;</font></li>
    </ul>
    <ul>
      <li><font face="Arial">Cost shifting is economically inefficient: it taxes utility customers
        to finance unfair competition by the unregulated affiliate; and</font></li>
    </ul>
    <ul>
      <li><font face="Arial">In the long run, the potential for cost-shifting limits competition
        in the industry entered by the utility&#146;s unregulated affiliate.</font></li>
    </ul>
    <p><a name="B14"></a><font face="Arial">The ability of regulated utilities to leverage
    their market power into closely related sectors such as HVACR service through
    cross-subsidization of unregulated affiliates presents significant problems for both
    regulators and competitors in these unregulated industries. Even Robert Pitofsky, Chairman
    of the Federal Trade Commission and one of the top government officials charged with
    enforcing the antitrust laws, concedes: &quot;[cross-subsidization] is one of the most
    difficult issues to deal with in antitrust enforcement, because the books are in the hands
    of the person who is doing the cross-subsidizing, and the allocation problems are
    enormously difficult.&quot;<sup><a href="#14">14</a> </sup>Even where regulators have
    attempted to maintain effective regulations against subsidized utility entry into new
    market, detailed controls against cross-subsidies have been difficult to implement.
    California has imposed stringent controls on utilities&#146; affiliate transactions,
    including corporate separation, and has tried to closely monitor these relationships for
    such giant utilities as Pacific Gas and Electric. Nevertheless, a late 1997 audit of
    PG&amp;E&#146;s subsidiaries found cross-subsidiaries amounting to $33.7 million dollars.
    California PUC staff projected that PG&amp;E subsidies to its unregulated subsidiaries
    were growing at such a rate that they could amount to $300 million over the next three
    years. Unfortunately, no other PUC has completed such a study of the actual costs of
    cross-subsidies. Projecting the California PUC results for PG&amp;E to a national level,
    however, the annual national cost for these cross-subsidies would amount to approximately
    $2 billion per year. The estimated cross-subsidy cost to utility consumers by state is
    shown in <a href="#Table1" name="T1">Table 1</a>.</font></p>
    <b><p><font face="Arial">V. A SAMPLING OF UTILITY ENTRANTS INTO THE HVACR MARKET AND
    REGULATORY RESPONSES IN MAJOR STATES</font></p>
    <p><font face="Arial">A. Overview</font></b></p>
    <p><font face="Arial">Utility participation in the HVACR market has taken a variety of
    forms, including:</font><ul>
      <li><font face="Arial">contractor certification programs;</font></li>
      <li><font face="Arial">sales of referrals for customers seeking HVACR service;</font></li>
      <li><font face="Arial">sales of HVACR maintenance plans (either directly or through an
        affiliate); and </font></li>
      <li><font face="Arial">general HVACR maintenance and contracting.</font></li>
    </ul>
    <p><font face="Arial">In response to this development, many state regulatory commissions
    have begun crafting standards of conduct to govern utility affiliate transactions,
    particularly those states moving towards a deregulated market. Among these states, many
    are moving towards stricter requirements of physical and financial separation for electric
    utilities and their non-regulated affiliates. New Hampshire and California have required
    that the utilities and their affiliates be separate corporate entities. Iowa, while not
    requiring complete separation, has prohibited the sharing of vehicles, service tools and
    other assets between the utility and its unregulated affiliates. Minnesota probably
    enacted the strictest rules: it required that unregulated affiliates pay a 1% of revenues
    franchise fee to the regulated utility. (This was later overturned by state courts.) Many
    other states are currently considering similar rules including charges for shared data
    processing and administrative support, permitting sharing of marketing and other data only
    if it is available to all competitors on a nondiscriminatory basis, and other rules to
    prevent abuse of utility market power. The degree to which such rules are enacted and
    effectively enforced will determine whether HVACR service remains a bastion of small
    business.</font></p>
    <b><p><font face="Arial">B. Status In Key States</font></b></p>
    <p><font face="Arial">The nation&#146;s most aggressive utility moves into
    air-conditioning installation and maintenance are in Maryland, Virginia, and Colorado.</font></p>
    <p><font face="Arial"><b>Maryland</b> -- Baltimore Gas and Electric is moving aggressively
    into the HVACR business. Through their Home Products and Services division , formed in
    1994, BG&amp;E sells HVACR and appliance service contracts, repairs and installs HVACR
    systems, and sells appliances. BG&amp;E&#146;s Commercial Building Systems division
    designs, finances and supervises the installation of commercial HVACR systems. BG&amp;E
    clearly cross-subsidizes its affiliates, which pay nothing for such vital services as
    advertising, data or customer referrals from the regulated utility. </font></p>
    <p><font face="Arial">Delmarva Power (recently renamed Connectiv), which supplies
    electricity to Delaware and Eastern Maryland, has been even more aggressive in the HVACR
    area. Delmarva/Connectiv has purchased several electrical contractors and now sells,
    finances and installs residential and commercial central air conditioning systems.
    Connectiv recently announced that its HVACR business tripled to $95 million in 1997. This
    amounts to a market share of over 20% in Connectiv&#146;s territory. </font></p>
    <p><font face="Arial">The Washington, D.C., area gas utility, Washington Gas, is also
    aggressively selling HVACR services. Its HVACR service programs go back at least to the
    early 1980's. They sell appliance and HVACR service contracts and finance purchases
    through a &quot;Thrift Purchase Plan&quot;. The actual service work is done by a
    combination of Washington Gas staff and &quot;Trade Associate&quot; contractors.
    Washington Gas also operates a contractor referral program.</font></p>
    <p><font face="Arial">Several Maryland area utilities are not entering the HVACR business,
    as of late 1997. Allegheny Power, which services western Maryland, is not pursuing air
    conditioning installation and maintenance. Columbia Gas also has no major programs. </font></p>
    <p><font face="Arial">Maryland regulators and the Maryland legislature are currently
    debating how to regulate these utility programs. The staff of the Maryland PSC has
    recommended strict separation between BG&amp;E and its affiliates, including competitive
    bidding for all utility contracts and open purchase of all utility services such as
    customer data. The legislature passed tight cost allocation rules for utility
    subsidiaries.</font></p>
    <p><a name="B15"></a><font face="Arial">In nearby Delaware, the State Legislature passed a
    Joint Resolution establishing Fair Conduct rules for utility subsidiaries. Delmarva Power
    had bought several HVACR contractors and the utility was referring customers to these
    unregulated subsidiaries without informing the customers of the corporate relationship.
    The Delaware Public Service Commission examiner found Delmarva Power&#146;s actions to be
    in clear violation of the Code Of Conduct.<a href="#15"><sup>15</sup></a></font></p>
    <p><a name="B16"></a><font face="Arial"><b>Virginia</b> -- Virginia Power (VEPCO) had an
    aggressive HVACR program but is pulling back from this business as of late 1997. VEPCO
    designs, builds and manages commercial HVACR systems. It created a &quot;Comfort
    Assured&quot; Preferred Dealer Network to install and service residential heat pump
    systems and provides low interest loans through these contractors. VEPCO also bought an
    appliance and HVACR service contract and warranty business. Under significant legal and
    political pressure, VEPCO is now selling the warranty business and is reducing its other
    HVACR service business. Under intense pressure, VEPCO signed an agreement with the
    Virginia Coalition for Fair Competition to follow strict &quot;standards of Conduct.&quot;<a href="#16"><sup>16</sup></a></font></p>
    <p><font face="Arial"><b>Colorado</b> -- Public Service of Colorado both services air
    conditioning systems and appliances and is constructing a large chilled water plant to
    provide cooling to downtown Denver. The plant will use off-peak power in the evening to
    chill water for day time use. PSC has reduced its once aggressive appliance service
    business to cover the Denver area only.</font></p>
    <p><font face="Arial">The most aggressive utility provider of HVACR services in Colorado
    and several nearby states is KN Energy, once mainly a gas transmission and distribution
    company. KN Energy provides appliance service (including HVACR), and appliance warranties
    along with a wide variety of gas and telecommunications services. </font></p>
    <p><font face="Arial">A nearby utility, NorAmEnergy, now part of Houston Industries, is
    aggressively expanding its appliance and air conditioning service business in Texas,
    Oklahoma, Arkansas, Louisiana and Minnesota and may soon enter the Colorado market.</font></p>
    <p><font face="Arial">Colorado&#146;s Public Utilities Commission is finalizing a modestly
    strict code of conduct rules for unregulated affiliates which require full payment to the
    utility for all data and other services. </font></p>
    <p><font face="Arial"><b>New York</b> -- New York utilities are discussing providing a
    variety of HVACR services but relatively few programs are being implemented as of late
    1997. The most active program is that of Brooklyn Union Gas and their merger partner Long
    Island Lighting (LILCO) -- now Keyspan Energy. Brooklyn Union sells and installs gas air
    conditioning and sells gas appliance maintenance contracts. Any further Keyspan entry into
    the HVACR business is being held up by negotiations surrounding the merger.</font></p>
    <p><font face="Arial">The other major New York utilities, Niagra Mohawk, Consolidated
    Edison, Rochester Gas and Electric and New York State Electric and Gas are not
    aggressively pursuing the HVACR business. </font></p>
    <p><font face="Arial">The New York PUC has ordered all state utilities, including Brooklyn
    Union/Keyspan out of the HVACR business by 2000, unless the utilities can prove they are
    not cross-subsidizing. The April 4, 1997 PSC order requires that all utility HVACR
    services be provided by separate subsidiaries, that past expenditures be refunded to
    customers and that HVACR service prices be immediately raised to unsubsidized levels. </font></p>
    <p><font face="Arial"><b>Michigan</b> -- Consumers Power has been aggressively trying to
    enter the HVACR business for 15 years, but they have been held up by litigation and the
    Michigan Coalition for Fair Competition has continued to fight these utility HVACR
    programs. Consumers Power sells appliance and HVACR service contracts for residences and
    is discussing broader HVACR services. Consumers Power also has a referral program which
    includes a 10% kickback from the contractor. </font></p>
    <p><font face="Arial">Detroit Edison sells appliance and HVACR service contracts. Detroit
    Edison is also installing its Liquid Pressure Amplification Pump as part of commercial
    refrigeration and air conditioning systems. </font></p>
    <p><font face="Arial">Michigan Consolidated Gas (part of MCN Energy) has expanded from
    servicing gas appliances to selling service contracts for central air conditioning systems
    in the Detroit and Grand Rapids areas. Michigan Consolidated advertises its&quot;100 years
    of gas appliance service experience.&quot; </font></p>
    <p><font face="Arial">These utility programs and potential cross-subsidy problems would be
    severely limited, if not killed by pending Michigan legislation enacting utility standards
    of conduct. The proposed Michigan standards would prohibit unregulated subsidiaries using
    the utility&#146;s name, staff or data bases. The Michigan Alliance for Fair Competition
    has repeatedly sued successfully to limit regulated utility provision of HVACR services.</font></p>
    <p><font face="Arial"><b>Ohio</b> -- Ohio utilities are discussing entering many aspects
    of the HVACR business, but no programs were actively implemented until 1997. In 1997, Ohio
    Edison (now part of First Energy which includes Toledo Edison and Cleveland Electric
    Illuminating) bought two of the nation&#146;s largest mechanical contractors, Roth
    Brothers and RPC Mechanical, with combined revenues of over $90 million. Ohio Edison has
    announced that through these contractors it will supply the full spectrum of HVACR,
    roofing, and building services primarily to commercial and industrial customers. They are
    also starting a &quot;one call&quot; appliance service program. This dramatic move makes
    Ohio Edison/First Energy a major HVACR player. </font></p>
    <p><font face="Arial">American Electric Power is indirectly entering the HVACR business
    through its proposed 10 year guaranteed savings programs. For large customers willing to
    contract for buying electricity for 10 years, AEP guarantees cost savings and installs
    energy saving equipment, including HVACR equipment, for free. It is unclear how extensive
    these new power contracts will be and what their impacts will be on existing HVACR
    contractors.</font></p>
    <p><font face="Arial">Columbia Gas has an appliance warranty program in Ohio. Consolidated
    Natural Gas is experimenting with an appliance warranty program in nearby Pennsylvania,
    which may be extended to the territory of CNG&#146;s East Ohio Gas.</font></p>
    <p><font face="Arial">Neither of Ohio&#146;s other major electric utilities, Cincinnati
    Gas and Electric (now Cinergy) and Dayton Power and Light, are actively pushing air
    conditioning installation and maintenance programs. </font></p>
    <p><font face="Arial">The Ohio legislature is considering utility standards of conduct
    which would control these programs, but passage is uncertain.</font></p>
    <p><font face="Arial"><b>Nevada</b> -- Nevada Power proposed a preferred dealer network
    where it would sell referrals to selected contractors, but this program was effectively
    killed by PSC action. They are also planning a central chilled water cooling system for
    the Las Vegas &quot;Strip.&quot; Having lost the dealer referral battle, Nevada Power is
    now entering the home and appliance warranty business (including HVACR) through an
    insurance affiliate, First Choice Insurance. This program is running into problems with
    the contractor&#146;s licensing board, as is a similar insurance program run by Old
    Republic. Sierra Pacific has no similar programs. </font></p>
    <p><font face="Arial">Southwest Gas has some contractor referral programs, but these are
    operated in cooperation with existing contractor organizations. </font></p>
    <p><font face="Arial">The Nevada Legislature passed a new law requiring that all
    unregulated work be run through separate affiliates, but the standards of conduct for
    these affiliates will be established as part of complex new laws and new rules for
    de-regulating electric power generation.</font></p>
    <b><p><font face="Arial">VI. POTENTIAL IMPACTS OF CROSS-SUBSIDIZATION ON LONG-TERM
    COMPETITION</font></p>
    </b><p><font face="Arial">Since electric and gas markets will continue to be partially
    regulated, the opportunities and incentives for cross-subsidization will also continue.
    The market power of existing regulated electric and gas monopolies may decline, but will
    not disappear. Therefore, careful regulation to prevent unfair cross-subsidization will
    continue to be necessary in order to prevent diverting consumer savings from the
    electricity markets and causing substantial disruptions in unregulated markets such as
    HVACR services.</font></p>
    <p><font face="Arial">Consumers are harmed by cross-subsidization both in the market for
    electricity and in markets served by unregulated utility affiliates. The harm to the
    utility&#146;s customers lies in the fact that they bear, whether directly or indirectly,
    the cost of the internal subsidy to the utility&#146;s unregulated affiliate. The harm to
    consumers in the market for HVACR services arises from the inefficient skewing of that
    market caused by the cross-subsidy. Again, the utility affiliate&#146;s ability to price
    its services at below cost in order to gain market share allows it to drive other
    competitors from the market. New competitors will be discouraged from entry by the
    affiliate&#146;s ability to incur short-term losses to eliminate competition. Therefore,
    while consumers may initially benefit from lower prices, these prices will rise rapidly
    once long term competition has been reduced.</font></p>
    <p><font face="Arial">Utility takeover of the HVACR business would be disruptive to the
    lives of both existing contractors and their workers. Delmarva/Connectiv&#146;s gaining of
    over a 20% market share in less than five years demonstrates how a large utility with
    unlimited funds can quickly dominate the HVACR industry. If utilities takeover only 10% of
    the existing market, total national job loss among existing workers would be 60,000 jobs.
    About 5,000 existing contractors would close down at this level of utility expansion. </font></p>
    <p><font face="Arial">Utilities have argued against restrictions on affiliate
    cross-subsidies on the grounds that they should be allowed to achieve economies of scale
    like other large integrated entities. There is inevitably a tension in deregulating
    monopolies between allowing realization of the benefits of economies of scale and creating
    an environment in which the benefits of market competition can be fully realized. However,
    past deregulation efforts demonstrate that legislators and regulators have seen fit to
    balance these interests by imposing at least some restrictions on the incumbent
    monopolists&#146; ability to utilize their accumulated market power. These restrictions
    are necessary in order to create a marketplace in which open competition can flourish. </font></p>
    <p><font face="Arial">In the long run, without restrictions, energy utilities will be able
    to gain monopoly level profits in related, unregulated service industries. Once
    cross-subsidies have been used to drive out existing competitors, prices can be raised to
    high levels, generating monopoly profits for the unregulated subsidiaries of the
    utilities. These high prices and profits can be maintained because potential new entrants
    will be frightened off by the risk of predatory low prices charged by the utilities. </font></p>
    <p><font face="Arial">Finally, allowing cross-subsidization of utility affiliates
    represents an unwise investment for utilities themselves. Utilities will face extremely
    difficult competitive forces in their core business in the coming years.
    Cross-subsidization diverts needed resources, that could be devoted to providing core
    utility services in the new competitive environment, to side ventures subsidized by the
    utility&#146;s customers.<font SIZE="2"></p>
    </font><hr>
    <a name="Chart1"><p align="center"><img src="../images/carlcht1.jpg" alt="wpe3.jpg (7100 bytes)" WIDTH="288" HEIGHT="193"></a></p>
    <p align="center"><strong><small>Spectrum Economics, Inc.<small><br>
    </small>550 Hamilton Avenue, Ste. 307, Palo Alto, CA&nbsp; 94301</small><br>
    </strong><a href="#C1"><small>Return</small></a></p>
    <hr>
    <p align="center"><strong><a name="Table1">Table 1</a><br>
    Potential Annual Cross-Subsidies By State<br>
    <small>($ IN MILLIONS)</small></strong></p>
    <div align="center"><center><table border="5" width="34%">
      <tr>
        </font><td width="50%"><font face="Arial" size="2">COLORADO</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp;&nbsp; 28.7</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">MARYLAND</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp;&nbsp; 38.5</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">MICHIGAN</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp;&nbsp; 72.5</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">OHIO</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp;&nbsp; 84.5</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">NEW YORK</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp; 137.4</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">VIRGINIA</font></td>
        <td width="50%"><font face="Arial" size="2">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 50.6</font></td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%">&nbsp;</td>
        <td width="50%">&nbsp;</td>
        <font face="Arial">
      </tr>
      <tr>
        </font><td width="50%"><font face="Arial" size="2">U.S. TOTAL</font></td>
        <td width="50%"><font face="Arial" size="2">$1,000.0</font></td>
        <font face="Arial">
      </tr>
    </table>
    </center></div><p align="center"><small><a href="#T1">Return</a></small></p>
    <hr>
    <p align="center"><a name="Chart2"></a><strong>Chart 2<br>
    Relative Size 1997</strong></p>
    <font SIZE="3"><p align="center"></font><img src="../images/carlcht2.gif" alt="carlcht2.gif (3388 bytes)" WIDTH="288" HEIGHT="192"></p>
    <p align="center"><strong><small>Spectrum Economics, Inc.<small><br>
    </small>550 Hamilton Avenue, Ste. 307, Palo Alto, CA&nbsp; 94301</small><br>
    </strong><a href="#C2"><small>Return</small></a></p>
    <hr>
    <p><big><strong>Footnotes</strong></big></p>
    <font SIZE="2"><p></font></font><a name="1,2"></a><font face="Arial" size="2"><sup>1</sup>Projected
    from 1992 Census of Construction Industries output of $41 billion, based on recently
    released 6 digit SIC detail. HVACR includes SIC 17111, SIC 171116 (mechanical), SIC 171118
    (Refrigeration), SIC 171122 (Combination), and N.S.K (Other). Projection based on growth
    in earnings and employment through 1997. <a href="#12345">Return</a></p>
    <p><sup>2</sup>Employment and Earnings, Nov. 1997, Table B-12, HVACR is 66% of SIC 171,
    Plumbing, Heating and air-conditioning. <a href="#12345">Return</a></p>
    <p><a name="3"></a><sup>3</sup>U.S. Bureau of the Census, County Business Patterns, U.S.
    Summary, 1995, p.7. <a href="#12345">Return</a></p>
    <p><a name="4"></a><a name="4,5"></a><sup>4</sup>Employment and Earnings, Nov. 1997, Table
    B-15, data is for SIC 171. <a href="#12345">Return</a></p>
    <p><sup>5</sup>Op.cit.., County Business Patterns, p.7. <a href="#12345">Return</a></p>
    <p><a name="6"></a><sup>6</sup>1996 data from Energy Users News, July 1997. <a href="#B6">Return</a></p>
    <p><a name="7,8"></a><sup>7</sup>See 47 U.S.C., Sections 272 (separate affiliates for
    competitive activities, 274 (separate affiliate for electronic publishing), 275 (delayed
    entry into alarm monitoring services). <a href="#B78">Return</a></p>
    <p><sup>8</sup>For an excellent discussion of the economic theory of why regulated firms
    should be kept out of unregulated markets, see Timothy Brennan, &quot;Why Regulated Firms
    should be Kept Out of Unregulated Markets: Understanding the Divestiture in United States
    v. AT&amp;T, The Antitrust Bulletin, Fall 1987, P. 741 to 793. <a href="#B78">Return</a></p>
    <p><a name="9"></a><sup>9</sup>Monthly energy review, December 1997, KWH sales times
    average price. <a href="#B9">Return</a></p>
    <p><a name="10"></a><sup>10</sup>For an analysis of the economic and regulatory incentives
    for cross-subsidies see Jaison Abel, An Economic Analysis of Marketing Affiliates in a
    Deregulated Electric Power Industry, National Regulatory Research Institute, Ohio State
    University, Feb. 1998. <a href="#B10">Return</a></p>
    <p><a name="11"></a><sup>11</sup>Zack&#146;s Earnings forecasts, April 24, 1998. <a href="#B11">Return</a></p>
    <p><a name="12"></a><sup>12</sup>A. Thierer, &quot;Electricity Deregulation: Separating
    Fact From Fiction in the Debate Over Stranded Cost Recovery&quot;, March 1997, The
    Heritage Foundation, Washington D. C. <a href="#B12">Return</a></p>
    <p><a name="13"></a><sup>13</sup>For a detailed review of how utilities can cross
    subsidize, see Costello and Graniere, &quot;The Problem of Regulating Utility-Affiliate
    Interactions in a Mixed Market Environment, National Regulatory Research Institute, April
    1997. <a href="#B13">Return</a></p>
    <p><a name="14"></a><sup>14</sup>Antitrust Aspects of Electricity Deregulation before the
    House Committee on the Judiciary, 105th Congress, 1st Session, at 68 (1997) (statement of
    the Honorable Robert Pitofsky, Chairman, Federal Trade Commission). <a href="#B14">Return</a></p>
    <p><a name="15"></a><sup>15</sup>State News, October 19,1997. <a href="#B15">Return</a></p>
    <p></font><a name="16"></a><font face="Arial" size="2"><sup>16</sup>Lawrence DeSimone,
    Senior Vice President of Virginia Power, letter of Nov. 4, 1997 <a href="#B16">Return</a></font></td>
  </tr>
</table>
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