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July 3, 1969

United Nuclear Corp., Plaintiff
Combustion Engineering, Inc., Defendant

Fullam, D.J.

The opinion of the court was delivered by: FULLAM

Opinion and Order


 This is a private antitrust action under 15 U.S.C. § 26, arising out of the sale of 21% of the stock of United Nuclear Corp., the plaintiff, by the Olin Mathieson Chemical Corp. to the defendant, Combustion Engineering, Inc. On July 1, 1968, plaintiff filed its complaint alleging that this acquisition violated section 1 of the Sherman Act, 15 U.S.C. § 1, and sections 7 and 8 of the Clayton Act, 15 U.S.C. §§ 18, 19.

 On July 1, 1968, after hearing, I entered a temporary restraining order which prevented Combustion Engineering from exercising its rights as a shareholder of United Nuclear. This order, as later modified on July 8, 1968, and September 20, 1968, remains in effect.

 It has been stipulated that the hearing on plaintiff's request for preliminary injunction be treated as the final hearing. The record has since been supplemented by certain depositions and stipulations, the most recent of which was filed on May 7, 1969.

 After reviewing the entire record and considering the proposed findings of fact and conclusions of law submitted by counsel, I now enter the following

 Findings of Fact

 1. Plaintiff, United Nuclear Corporation, is a Delaware corporation with headquarters at Elmsford, New York, and offices, manufacturing facilities, and laboratories in New York and in other states.

 2. Defendant, Combustion Engineering, Inc., is a Delaware corporation with principal offices in New York City, and offices, manufacturing facilities and other facilities in various states and foreign countries.

 3. Combustion Engineering transacts business within the Eastern District of Pennsylvania.

 4. Both United Nuclear Corporation and Combustion Engineering, Inc. are engaged in interstate commerce.

 5. United Nuclear Corporation has 4,561,158 shares of common stock issued and outstanding. On June 27, 1968, Combustion Engineering, Inc. bought 978,403 shares of United Nuclear Corporation from Olin Mathieson Corporation. This acquisition of approximately 21% of United Nuclear Corporation's stock made Combustion Engineering, Inc. the largest single stockholder of United Nuclear Corporation.

 6. Since the end of World War II, efforts have been underway to develop the necessary technology to utilize nuclear energy as a means of producing electricity. By the early 1960's, experimental nuclear power plants were producing electricity for retail consumption, but production costs were too high in comparison with existing fossil-fuel plants.

 7. In 1962, the first nuclear power plants with a 400 megawatt of electricity rating (MW (e)) were ordered. Units of this size are competitive with fossil-fuel production. Since 1962, nuclear systems have been ordered with 800, 1000, and 1,100 MW (e) capacities.

 8. From 1953 through June of 1967, orders have been placed for nuclear power plants as set forth in Appendix A.

 9. In addition to the orders referred to in Finding 8 above, 14 utilities have announced plans to build nuclear generation plants. The average capacity of these proposed plants is 904.3 MW (e).

 10. In general, it takes about four to six years from the time a nuclear power plant is ordered until it is commercially operable.

 11. In nuclear power plants, the energy source is uranium. Steam to operate the generators is produced in a large and complex apparatus known as the Nuclear Steam Supply System (hereinafter the NSSS unit).

 12. Two basic types of NSSS units are now on the market: the boiling water reactor and the pressurized water reactor. The technical differences between these two types of reactors are not significant to this action.

 13. The main element of an NSSS unit is the pressure vessel or reactor. Uranium fuel assemblies, control rods, and various other instruments are housed in the reactor, and surrounded by water. External to the reactor are the components necessary to transfer the energy output of the reactor to the more or less standard generating and transforming equipment.

 14. The nuclear fuel for the reactor is a uranium compound which is formed into pellets and placed inside tubes which are approximately one-half inch in diameter and 12 to 14 feet in length. These tubes are arranged in the reactor in clusters to form a unit called a fuel assembly. Thirty to forty thousand tubes are generally required, and the exact number in each cluster varies greatly from one reactor to another. Since the tubes are immersed in water for long periods, they must be made of corrosion resistant material. At present, a zirconium alloy is most commonly used for these fuel tubes.

 15. The hardware portion of each NSSS must be individually designed to meet the requirements of the ordering utility. As a result, it is necessary in each case to design and engineer the uranium compound itself, the number and arrangement of fuel tubes, and the location of the fuel assemblies within the reactor.

 16. The fuel which is placed in the NSSS unit initially is referred to as the core. During the operation of the unit, the fissionable uranium isotope, U (235), is depleted (this process is referred to as "burn-up"), and efficiency-reducing materials known as poisons are developed. After 12 to 18 months of operation, the NSSS unit is shut down, approximately one-third of the fuel assemblies are replaced, the fuel assemblies are relocated, and the poisons withdrawn. Thereafter, one-third of the fuel is replaced annually for the life of the reactor. The replacement fuel assemblies are referred to as reloads or reload batches, and the process of fuel replacement and reorganization is termed fuel management.

 17. The estimated useful life of a nuclear generating station is approximately 30 years. A complete station of the 800 to 1000 MW (e) variety, including land, buildings, hardware, and the initial core, costs about $150,000,000. The NSSS unit alone costs approximately $30,000,000 to $40,000,000; the initial core costs about $25,000,000 to $30,000,000; and each reload batch costs about $8,000,000 to $10,000,000. Based on present cost levels, fuel costs projected over the life of the reactor will total between $250,000,000 and $300,000,000 for each reactor.

 18. Nuclear fuel assemblies ("fabricated fuel") are the end-products of a highly sophisticated and complex manufacturing process. The separate steps of this process are as follows:


(a) Uranium deposits must be located and mining operations undertaken.


(b) Crude ore is put through a milling process for the extraction of the uranium. The end-product of the milling operation is U (3) O (8), or, in trade parlance, uranium concentrate or yellowcake.


(c) Yellowcake is then purified and converted into uranium hexafluoride gas, UF (6).


(d) The uranium hexafluoride gas is then put through an isotopic enrichment process, which is a gaseous diffusion method of increasing the percentage content of the fissionable U (235) isotope. In general, this process increases the U (235) content from.07% to the range of 2.5% to 3.2%.


(e) The enriched uranium hexafluoride is then converted into a uranium dioxide power, UO (2).


(f) The uranium dioxide powder is then machine pressed into a pellet form, and the pellets are then ground to the specification for a particular reactor and tube design.


(g) At this point, it is necessary to provide the suitable zirconium tubing which will house the uranium dioxide pellets.


(h) After the finished fuel has been used in the reactor for 12 to 18 months, a portion thereof is removed. The used fuel is then put through a recovery process to salvage any of the remaining elements that are commercially valuable.

 19. Various steps of the above process are performed by different corporations in this country. Participation in the fuel process is as follows:


(a) Presently, forty-seven entities (companies or joint ventures of two or more companies), are engaged in exploration for uranium ore. Combustion Engineering is a participant in one of these joint-ventures.


(b) Seventeen companies presently have active uranium mining and milling operations. Kerr-McGee holds the largest uranium reserves, and is the largest uranium producer. United Nuclear has the second largest reserves, approximately 15% of the known $8-per-pound reserves, and is also the second largest producer of uranium. Combustion Engineering does not have any mining or milling operations.


(c) Conversion of yellowcake to uranium hexafluoride is performed by Allied Chemical. Kerr-McGee has recently entered into this field and has accepted contracts to perform this service. Neither United Nuclear nor Combustion Engineering performs this process.


(d) The enrichment process is performed exclusively by the Atomic Energy Commission (hereinafter the AEC), and, under present regulations, only domestic uranium will be enriched for use in the United States.


(e) United Nuclear, Kerr-McGee, the NUMEC Division of Atlantic Richfield, and the Nuclear Fuel Services Corporation offer the service of converting uranium hexafluoride to uranium dioxide. General Electric also performs this conversion process, but does not offer the service to the public.


(f) United Nuclear, Kerr-McGee, Nuclear Fuel Services, and NUMEC offer the service of pelletizing the uranium dioxide. General Electric and Westinghouse perform this service only for their own use.


(g) United Nuclear, Kerr-McGee and NUMEC offer pellets to the public.


(h) Nuclear Fuel Services is the only company presently engaged in the recovery and reprocessing of spent fuel. General Electric has announced plans to build the necessary facilities to engage in this process.


(i) Zirconium tubing is presently manufactured and sold by the Wolverine Company, American Metal Climax, and Sandvik Special Metal Company. Sandvik Special Metal is owned in part by United Nuclear.

 20. The mechanical steps that are required to produce fabricated fuel assemblies are as outlined in Finding 18 above. However, of more importance is the design and engineering work to insure that the fuel will perform properly in the reactor, and produce the specified MW (e) output. There is a marked distinction between a company which offers a particular service in the fuel cycle, and a company which performs the service and is also responsible for the design and engineering work.

 21. At present, General Electric, Babcock & Wilcox, Westinghouse, Combustion Engineering and United Nuclear are the only companies which have contracted to supply finished-fabricated fuel. In addition, in 1968 NUMEC submitted bids for fabricated fuel for the first time.

 22. One of the most sophisticated aspects of the nuclear power process is fuel management. This term refers to the removal and replacement of fuel assemblies, relocation of assemblies, and the guidance necessary to attain peak utilization of the fuel while it is in the reactor. General Electric, Babcock & Wilcox, Westinghouse, Combustion Engineering, and United Nuclear supply this service to their fuel customers. United Nuclear contemplates offering this service in instances in which it is not the fuel supplier. Some utilities, either alone or in conjunction with consultants, are in the process of developing their own fuel management competence.

 23. General Electric, Babcock & Wilcox, Westinghouse, and Combustion Engineering are the only suppliers of NSSS units at the present time.

 24. It has been the practice of utilities to require thermal warranties from the NSSS manufacturers. Under a thermal warranty, an NSSS supplier guarantees a specific MW (e) output. As a consequence of this business practice, and the interrelationship of design between the NSSS unit and the fabricated fuel, NSSS manufacturers have insisted that the original core, or at least the design and fabrication thereof, be part of the NSSS contract.

 25. Utilities in some instances lease from the AEC the uranium necessary for the core, and contract with the NSSS supplier for fabrication and design services only. In other instances utilities purchase the uranium separately, and contract for fabrication and design services only.

 26. To date, the NSSS manufacturers have not been willing to provide the utilities with the design specifications for the fabricated fuel.

 27. The Northeastern Utilities Group intends to assume the responsibility of fuel design for its reactors in the future. In that event, the utility would no longer require a thermal warranty, but would require only a mechanical warranty from the NSSS supplier. Consequently, it is probable that the NSSS suppliers would not require the utility to purchase the core from them. It is probable that within the next five years there will be utilities purchasing cores separate from the NSSS hardware.

 28. Most NSSS contracts have provided for three to nine reload batches to be supplied by the NSSS vendor, in addition to the original core. Utilities have varied in their buying practices; some have elected to enter binding contracts for the NSSS vendor to supply a certain number of reloads; others have obtained an option to purchase reloads which must be exercised by a certain date; and still others have utilized a firm contract for some reloads and options for other reloads.

 29. Reload contracts have taken two forms: comprehensive, and fabrication-only. Under a comprehensive fuel bid, the supplier purchases uranium, provides all the services necessary to provide finished fuel assemblies, and is responsible for all the design and engineering work. Under a fabrication-only contract, the utility procures the uranium and provides certain services, and the supplier is responsible for the final fabrication and overall design. A third alternative procedure is currently being developed: the utility provides all the design work, and suppliers merely perform one or all of the steps in the fuel process.

  30. Under present conditions, it is necessary for a utility to order reloads approximately two years prior to the date of insertion into the reactor. Many utilities have chosen to order substantially in advance of this two-year "lead-time" schedule.

 31. Since 1966, orders for approximately $1,000,000,000 in replacement fuel have been placed. United Nuclear has bid on approximately one-half of these and has been awarded reload contracts aggregating approximately $200,000,000.

 32. Most of the reloads which have already been ordered will not be delivered until 1973 or later.

 33. The AEC predicts that in 1975 the dollar-volume of sales of nuclear fuel products necessary to meet the demands for initial cores and reloads will be $880,000,000 and by 1980 this figure will have increased to $1,625,000,000 annually. These figures reflect the total expenditures to provide finished fuel assemblies, i.e., uranium costs, plus all the necessary services relating to the production of finished fuel assemblies.

 34. The AEC predicts that by 1975 the expenditures for initial cores and reloads will be approximately equal, and by 1980 reloads will account for 66% of the nuclear fuel market.

 35. Directly or through joint-ventures, United Nuclear Corporation currently operates nine uranium mines and has one additional mine in the initial development stage. It is engaged in an exploration program encompassing approximately 800,000 acres.

 36. United Nuclear's operational milling capacity is 3,500 tons of ore per day, with an auxiliary plant capable of handling an additional 1,500 tons per day. Through June of 1968, United Nuclear had supplied approximately 19% of the yellowcake marketed for commercial use (excluding sales to the AEC).

 37. Conversion of uranium hexafluoride to uranium dioxide and pelletizing are performed by the Hematite, Missouri plant of United Nuclear. Fabrication of reload fuel assemblies is performed in New Haven, Connecticut.

 38. United Nuclear's main research and development operation is in Elmsford, New York, and its critical testing facilities are located in Pawling, New York. A critical testing facility is an essential for the design and engineering services associated with marketing fabricated fuel.

 39. United Nuclear employs about 1,840 persons, in addition to those employed in partnership enterprises or partially-owned subsidiary operations. Of these direct employees, about 225 have engineering or scientific degrees, including 91 who have advanced degrees.

 40. In 1962, United Nuclear decided to enter into nuclear fuel production. Within a few years, it had successfully bid on and obtained contracts to supply reloads to three of the early experimental reactors, Elk River, Pathfinder, and Bonus. During the same period, it was a prime supplier of the nuclear fuel requirements of the United States Navy. As a consequence of this experience, United Nuclear developed a competent technical staff, and established its reliability at an early date.

 41. United Nuclear has bid on, and received, contracts to supply reload fuel for the following NSSS units:


(a) A firm contract for $8,824,000, and an agreement to supply (if the utility exercises its option) $11,348,000, for Commonwealth Edison's 200 MW (e) Dresden #1 plant. The bid date was February 1966.


(b) A contract to supply $250,000 worth of fuel assemblies to Yankee Atomic Electric Company's 175 MW (e) Yankee Rowe plant. The successful bidder will receive a $4,600,000 reload contract. The bid date was June 1967.


(c) A contract for $60,028,000 to supply American Electric Power's 1,054 MW (e) Donald Cook #1 plant. The bid date was July 1967.


(d) A firm contract for $54,986,000, to supply Consolidated Edison's 1,115 MW (e) Nuclear Four plant, and an agreement to supply (if the utility exercises its option) a like amount of fuel to Consolidated Edison's Nuclear Five plant. The bid date was April 1968.

 42. United Nuclear has bids currently under consideration for Consumers Power Palisades and Midland #1 and #2 (aggregate value between $93,000,000 and $197,000,000, and an average MW (e) per unit of 667 MW (e)); Detroit Edison and Fermi #2 plant (aggregate value $72,000,000); and Northeast Utilities Haddam Neck (aggregate value of $15,000,000). Consumers Power has announced that its bid evaluation is currently suspended.

 43. United Nuclear submitted bids, but has not received reload orders at the following: Commonwealth Edison Dresden #1, and Zion #1 and #2, American Electric Power Donald Cook #2, Consolidated Edison Indian Point #1, and Carolina Power & Light #1 and #2.

 44. United Nuclear submitted a bid to consultants of Baltimore Gas & Electric for Calvert Cliff #1 and #2. However, at the time the bid was submitted, Combustion Engineering had already received the contract.

 45. United Nuclear has also sold uranium dioxide pellets to other fuel fabricators, including sales to Combustion Engineering aggregating $1,500,000.

 46. Sandvik Special Metals has sold zirconium tubing to Combustion Engineering, Westinghouse and Babcock & Wilcox.

 47. United Nuclear has sustained losses on its sale of nuclear fuel to utilities of $124,000 in fiscal 1967 and $311,000 in fiscal 1968.

 48. United Nuclear's engineering and technical staff is of the highest caliber, and, as a result of having submitted bids for reloads for every kind of NSSS unit being manufactured, its staff has acquired significant experience and competence in reload design and manufacture.

 49. Combustion Engineering's Utility Division, which markets the NSSS units and a wide variety of other electric-generating equipment, produced approximately one-third of the total company revenues in 1967.

 50. Combustion Engineering is a major participant in the utility equipment field. It manufactures many of the NSSS components within its own organization, and markets components for these units to General Electric and Westinghouse.

 51. Combustion Engineering does not own any ore reserves, and of all the steps in the fuel cycle, it performs only design and engineering services, fabrication, and fuel management.

 52. Combustion Engineering is co-venturer in a uranium exploration project. No ore deposits have been located; however, the geological forecast for discovery in the area of exploration is favorable.

 53. Combustion Engineering has purchased approximately 7,000,000 pounds of yellowcake or its equivalent in uranium dioxide powder or pellets from outside sources. This represents about 5 1/2% of all commercial purchases to date. These purchases should be sufficient to meet Combustion Engineering's uranium needs for its existing contractual agreements.

 54. Combustion Engineering obtained its first contract to supply nuclear fuel in 1961; a contract with the AEC to supply fuel assemblies for its Bonus reactor. The firm was unsuccessful in its first two bids to supply NSSS units to domestic utilities: in 1964 it bid on Commonwealth Edison's Dresden #2 (715 MW (e)), and in 1965 a 420 MW (e) unit for Rochester Gas & Electric.

 55. Between 1966 and June of 1968, Combustion Engineering bid on 25 NSSS units, and was awarded seven with an option on an eighth. Each of these NSSS contracts provides that Combustion either supply the core, or at least design and fabricate it; and provides for either a firm obligation to supply some reloads or an option agreement for reloads.

 56. Combustion Engineering's NSSS contracts are as follows:


(a) Consumers Power Palisades was awarded in 1966 with a projected start-up date of 1970. The utility has an option to purchase three reload batches; assuming the option is not exercised, the first reload batch that would be supplied by someone other than Combustion Engineering would be in 1971. The core was bid on a fabrication-only basis.


(b) Omaha Public Power Fort Calhoun was awarded in 1966 with a projected start-up date of 1971. The core and three firm reload batches were awarded, with three additional reloads subject to cancellation. In the event the utility exercises its option to cancel, the first reload batch that would be supplied by someone other than Combustion Engineering would be in 1973.


(c) Maine Yankee was awarded in 1966 with a projected start-up date of 1972. The core, and three reload batches subject to an option to cancel, were included. In the event the utility exercises its option to cancel, the first reload batch that would be supplied by someone other than Combustion Engineering would be in 1973. The core was bid on a fabrication-only basis.


(d) Baltimore Gas & Electric Calvert Cliffs #1 and #2 were awarded in 1967 with respective start-up dates of 1973 and 1974. Two firm fabrication-only reload batches were awarded for each unit. The first reloads over and above those contracted for will be necessary in 1977 and 1978, respectively.


(e) Northeast Utilities Millstone #2 was awarded in 1967 with a projected start-up date of 1974. The core and two fabrication-only reload batches were included in the contract. The first reloads over and above those contracted for will be necessary in 1978.


(f) Florida Power & Light Hutchinson Island #1 was awarded in 1967 with a projected start-up date of 1973. The core and three firm reload batches were included in the contract. The first reloads over and above those contracted for will be necessary in 1977.


(g) An option to supply Florida Power & Light Hutchinson Island #2.

 57. Since its early bid on the AEC's Bonus reactor, Combustion Engineering has not bid on reload fuel contracts for reactors manufactured by other suppliers.

  58. Combustion Engineering's bids on NSSS units have tended to be higher than those of competitors. In general, the higher costs relate to the fuel portion of the bid. One factor in this disparity has been Combustion's inability to procure uranium at prices comparable to those paid by General Electric and Westinghouse, both of which made extensive purchases at favorable prices in 1965 and 1966. Another cause of higher costs is the fact that Combustion Engineering's reactors require more fuel than many of its competitors' reactors, due to the conservative design currently being utilized by Combustion Engineering. In addition, competitive factors such as heat rate, burn-up rate, and the enrichment level of the fuel are determined by the design of the reactor.

  59. Combustion Engineering's avowed purpose in attempting to acquire United Nuclear is to insure a source of low-cost uranium, and to broaden Combustion Engineering's participation in the fuel cycle.

  60. United Nuclear has submitted bids in the three possible situations in which a utility can have reloads up for bid: the Consolidated Edison and American Electric Power awards (see Findings 41(c) and (d)) were secured contemporaneously with the award of the NSSS unit and core; the bid to Consumers Power Palisades was to supply reloads which the utility already had contracted out subject to a right of cancellation; and the award of a reload contract to supply Commonwealth Edison Dresden #1 was to supply reloads to be inserted in the reactor after the original core and reloads were expended (see Finding 41(a)).

  61. United Nuclear is technically competent and willing to supply initial cores to utilities which purchase hardware only from an NSSS supplier. To date, there has never been an opportunity to submit such a bid, but it is probable that within the next five years there will be instances in which utilities will be requesting competitive bids on initial cores.

  62. With two minor exceptions, NSSS manufacturers have not submitted bids to supply reloads for reactors manufactured by their competitors.

  63. United Nuclear and Combustion Engineering have been involved in four transactions in which they have both submitted bids for reloads:


(a) Combustion Engineering submitted a bid on an NSSS unit, cores, and reloads for Commonwealth Edison's Dresden #1 and #2. Babcock & Wilcox submitted a similar bid. The fuel portion of the Babcock & Wilcox bid was to be supplied by United Nuclear to Babcock & Wilcox, Commonwealth Edison was aware of the role which United Nuclear would play, if Babcock & Wilcox were awarded the NSSS contract. (The award went to General Electric, however).


(b) Combustion Engineering was awarded Baltimore Gas & Electric Calvert Cliffs #1 and #2. The original award provided that Combustion Engineering would supply the reloads on either a comprehensive or a fabrication-only basis. Before it was finally determined whether or not the reloads would be fabrication only, Baltimore Gas & Electric's consultant invited United Nuclear to bid on the reloads. United Nuclear's understanding was that no commitment had been made regarding the reloads, and a proposal for approximately $36,400,000 in reload fuel was submitted. Subsequently, Combustion Engineering was awarded the reload contract on a fabrication-only basis.


(c) Combustion Engineering was awarded the NSSS contract for Consumers Power Palisades, and an option to purchase three reloads was part of this contract. In April of 1968, Consumers Power solicited, and United Nuclear submitted, a bid to supply the three reloads already on option from Combustion Engineering. United Nuclear's bid was approximately $49,000,000, with an alternative proposal covering $81,000,000 worth of reloads.


(d) In April of 1968, Consumers Power requested NSSS bids for its projected Midland #1 and #2 stations. All four NSSS suppliers submitted bids covering hardware, cores, and reloads. United Nuclear was asked to, and did, submit bids for nuclear fuel on all four types of reactors. Babcock & Wilcox was awarded the NSSS contract and the original cores. Procurement of reloads is presently suspended.

  64. On the basis of a 30-year useful life and present dollar value, the seven reactors to be supplied by Combustion Engineering will require $1,500,000,000 worth of reload fuel in addition to that already under contract.

  65. It takes approximately two years to process uranium ore into fabricated fuel, hence the minimum lead-time for ordering reloads is two years. If design work is necessary, then at least an additional year must be added to this lead-time. On the basis of a three-year lead-time, and assuming that the utilities do not exercise their options to purchase reloads or decide to have competitive bids on the optioned reloads, there will be bidding on reloads for Combustion Engineering reactors from the present time (United Nuclear has already bid on Consumers Power Palisades) until 1975. It is probable that the purchasing utilities will solicit bids on reloads in advance of the three-year lead-time. 66. The market shares of the NSSS manufacturers since 1963 are as follows: Year Supplier % MW (e) 1963 General Electric 53 1015 Westinghouse 47 892 Babcock & Wilcox 0 0 Combustion Engineering 0 0 1964 General Electric 0 0 Westinghouse 0 0 Babcock & Wilcox 0 0 Combustion Engineering 0 0 1965 General Electric 52 2086 Westinghouse 48 1895 Babcock & Wilcox 0 0 Combustion Engineering 0 0 1966 General Electric 50 8437 Westinghouse 28 4794 Babcock & Wilcox 15 2509 Combustion Engineering 7 1157 1967 General Electric 25 6656 Westinghouse 40 10557 Babcock & Wilcox 16 4089 Combustion Engineering 19 4818 1968/June General Electric 62 6230 Westinghouse 23 2350 Babcock & Wilcox 15 1500 Combustion Engineering 0 0


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