Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-K

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

The aggregate market value of the registrant’s Class A Units, held by non-affiliates of the registrant was approximately $9,726,342 based upon the tax appraisal conducted on behalf of the Company as of November 30, 2001, which was assumed to be the same value as of March 22, 2002.  The Class A Units are not publicly traded.  (For purposes of this calculation, Class A Units held by each manager, executive officer, and by each person known by the registrant as owning 10% or more of the outstanding Class A Units have been excluded.  This determination of affiliate status is not necessarily a conclusive determination for other purposes).

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes o    No x 

At March 25, 2003, 6,911,799 Class A Units were outstanding including 136,919 Class A Units outstanding but reserved for distribution to the general unsecured creditors in the Kaiser Steel Corporation bankruptcy.

Documents Incorporated By Reference:  Portions of the definitive Proxy Statement for the Registrant’s 2003 annual meeting are incorporated by referenced in Part III of this Report on Form 10-K.  In addition, certain exhibits as identified in the Exhibit List to this Report on Form 10-K are incorporated by reference.

TABLE OF CONTENTS TO FORM 10-K

i

PART I

FORWARD-LOOKING STATEMENTS

          Except for the historical statements and discussions contained herein, statements contained in this 10-K Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Any 10-K Report, Annual Report, 10-Q Report or 8-K Report of the Company may include forward-looking statements.  In addition, other written or oral statements, which constitute forward-looking statements, have been made and may be made in the future by the Company.  You should not put undue reliance on forward-looking statements.  When used or incorporated by reference in this 10-K Report or in other written or oral statements, the words “anticipate,” “estimate,” “project” and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks, uncertainties, and assumptions.  We believe that our assumptions are reasonable.  Nonetheless, it is likely that at least some of these assumptions will not come true.  Accordingly, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, or projected.  For example, our actual results could materially differ from those projected as a result of factors such as, but not limited to:  Kaiser’s inability to complete the anticipated sale of its Eagle Mountain landfill project; litigation, including, among others, claims that relate to Eagle Mountain and pre-bankruptcy activities of Kaiser Steel Corporation, the predecessor of Kaiser, including, among others, asbestos claims; insurance coverage disputes; the impact of federal, state, and local laws and regulations on our permitting and development activities; competition; the challenge, reduction or loss of any claimed tax benefits; and/or general economic conditions in the United States and Southern California.  The Company disclaims any intention to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

WHO WE ARE

          Unless otherwise noted:  (1) the term “Kaiser LLC” refers to Kaiser Ventures LLC; (2) the term “Kaiser Inc.” refers to the former Kaiser Ventures Inc.; (3) the terms “Kaiser,” “the Company,” “we,” “us,” and “our,” refer to past and ongoing business operations conducted in the form of Kaiser Inc. or currently Kaiser LLC, and their respective subsidiaries.  Kaiser Inc. merged with and into Kaiser LLC effective November 30, 2001; (4) the terms “Class A Units” and “members” refer to Kaiser LLC’s Class A Units and the beneficial owners thereof, respectively; and (5) the term the “merger” refers to the merger of Kaiser Inc. with and into Kaiser LLC effective November 30, 2001, in which Kaiser LLC was the surviving company.

Item 1.     BUSINESS

Business Strategy

          General.  Kaiser is the reorganized successor to Kaiser Steel Corporation, referred to as KSC, which was an integrated steel manufacturer that filed for bankruptcy protection in 1987.  Since KSC’s bankruptcy, we have been developing certain assets remaining after the bankruptcy.  Currently, our principal assets include: 

1

          As of December 31, 2002, we also had cash and cash equivalents, and receivables and long-term investments of approximately $16.2 million.

          Cash Maximization Strategy.  In September 2000, Kaiser Inc.’s Board of Directors approved a strategy to maximize the cash distributed to Kaiser Inc.’s stockholders.  Under this strategy, Kaiser sought to:

          Consistent with this strategy, Kaiser Inc. completed or entered into the following transactions:

2

          Conversion to a Limited Liability Company.  As a result of the actions outlined above, Kaiser Inc. had cash and cash equivalents of approximately $80 million as of September 30, 2001.  At that time, Kaiser Inc.’s Board sought the best means of delivering this cash to its investors on a tax advantageous basis while also avoiding any future double taxation generally imposed on future corporate distributions to investors.  After considering various alternatives, Kaiser Inc.’s Board determined that converting Kaiser Inc. into a limited liability company would best achieve these goals. 

          More specifically, by converting to a limited liability company on or before December 31, 2001, Kaiser ultimately saved approximately $16 million in income taxes in 2001 by capturing, among other things, the significant accumulated tax losses associated with MRC.  These tax savings meant that Kaiser Inc. was able to increase the cash distributed to its stockholders by almost $2.00 per share.  In addition, the conversion enabled most of Kaiser Inc.’s stockholders to offset their tax basis in each share of Kaiser Inc.’s common stock against the cash distribution to them in the merger, with only the difference taxed at capital gains rates. 

          The conversion was approved at Kaiser Inc.’s November 28, 2001, annual meeting of its stockholders and consummated on November 30, 2001.  The conversion was accomplished through the merger of Kaiser Inc. with and into Kaiser LLC, with Kaiser LLC as the surviving company of the merger.  In order to capture the benefits associated with the tax flow-through treatment offered by a limited liability structure, and the requirements imposed by the Internal Revenue Code, the Class A Units received in the merger could not be traded on any securities market and would be subject to significant transfer restrictions.  

EAGLE MOUNTAIN LANDFILL PROJECT AND PENDING SALE

          Description of the Eagle Mountain Site.  Kaiser’s 10,108 acre Eagle Mountain Site, located in the remote California desert approximately 200 miles east of Los Angeles, consists of three large open pit mines, the Eagle Mountain Townsite and a 52-mile private rail line that accesses the site.  In 1988, Kaiser leased what is now approximately 4,654 acres of the idle mine site and the rail line to MRC for development of a rail-haul solid-waste landfill. 

          In 1988, in anticipation of Southern California’s need for new environmentally safe landfill capacity, MRC began the planning and permitting for a 20,000 ton per day rail-haul, non-hazardous solid waste landfill at Kaiser’s Eagle Mountain Site.  The landfill project has received all 20 of the major permits and approvals required for siting, constructing, and operating the landfill project.  We believe that the Eagle Mountain Site has many unique attributes which make it particularly well-suited for a rail-haul, solid waste landfill, including, among other attributes, its remote location, arid climate, available and suitable materials for the proposed liner system and daily cover, and rail access. 

          Acquisition of Our Interest in MRC.  We initially acquired our interest in MRC in 1995, as a result of the withdrawal of MRC’s previous majority owner, a subsidiary of Browning Ferris Industries.  Before and in connection with this withdrawal, Browning Ferris invested approximately $45 million in MRC.  In 2000, Kaiser assigned all of the economic benefits of the MRC lease and granted an option to buy the landfill property to MRC in exchange for an increase in Kaiser’s ownership interest in MRC.  The MRC lease will terminate upon the sale of the landfill project to the District, assuming the sale is completed.  We presently own 81.78% of MRC’s Class B Units and 100% of its Class A Units. 

3

PENDING SALE OF THE LANDFILL PROJECT

          Background.  In August 2000, MRC entered into an agreement to sell the landfill project to the District for $41 million.  Under the terms of that agreement, upon closing of the sale, $39 million of the total purchase price is to be deposited into an escrow account.  This money would be released to MRC on the resolution of certain litigation contingencies relating to the litigation challenging the completed federal land exchange.  Even though the closing has not taken place and these funds have not been deposited into an escrow account, interest began accruing on this portion of the purchase price on May 3, 2001, and will be paid out to MRC on a quarterly basis, once the initial closing of the sale occurs and once there is a successful outcome of the federal litigation at the Federal District Court level, after all appeals are exhausted.  The remaining $2 million of the purchase price would also be placed into an escrow account upon closing and is expected to be released upon the later of (1) the release of the $39 million as described above or (2) the permitting approvals of the District’s Puente Hills landfill for its remaining 10 years of capacity.  Receipt of the purchase price, in whole or in part, if at all, is expected to be delayed for several years pending satisfactory resolution of these contingencies.  At this time we cannot estimate when or if the sale may be completed.

          Additionally, the sale of the landfill project is subject to the results of the District’s due diligence and satisfaction of numerous contingencies.  The contingencies include, but are not limited to, obtaining the transfer of the landfill project’s permits to the District, obtaining all necessary consents to the transaction, resolving title matters and negotiating mutually acceptable joint use agreements. We continue to work on resolving various title issues, obtaining necessary consents and otherwise working toward a closing.  Although the contractual expiration date is currently May 31, 2003, the date has already been extended a number of times.  The conditions to closing are not expected to be met by the current expiration date, and the parties will have to decide whether to extend the closing date one or more additional times.  There is no assurance or requirement that either party will continue to extend the closing date for the proposed sale of the landfill project.  Kaiser has agreed with the District to vote its interest in MRC in favor of the sale of the landfill project to the District on its current terms.

          In 2002 the environmental impact report for the expansion of the District’s Puente Hills landfill was approved and a legal challenge to such report was also resolved in favor of the District.  The District also received its required permit from Los Angeles County and is in the process of seeking final permits from other agencies.

Current Status

          Approval by Riverside County of the Landfill Project; Development Agreement.  Between 1992 and 1995, MRC faced legal challenges to its application and receipt of regulatory permits and consents required to operate the landfill project.  In March 1995, MRC re-initiated the necessary permitting process by filing its land use applications with Riverside County and working with the County and U.S. Bureau of Land Management, referred to as the BLM, in securing the certification and approval of a new environmental impact report, or an EIR.  After extensive public comment, the new EIR was released tothe public in January 1997, and received final approval from the Riverside Board of Supervisors in September 1997.

          As a part of the process of considering the landfill project, Kaiser and MRC negotiated a Development Agreement with Riverside County.  The Development Agreement provides the mechanism by which MRC acquires long-term vested land-use rights for a landfill and generally governs the relationship among the parties to the Agreement.  The Development Agreement also addresses such items as the duties and indemnification obligations to Riverside County; the extensive financial assurances to be provided to Riverside County; the reservation and availability of landfill space for waste generated within Riverside County; and events of default and remedies, as well as a number of other items. 

4

          In addition, the financial payments to or for the benefit of Riverside County and others are detailed in the Development Agreement as well as in the Purchase and Sale Agreement, which forms a part of the Development Agreement.  The Purchase and Sale Agreement requires a per ton payment on non-County waste determined from a base rate which is the greater of $2.70 per ton or ten percent (10%) of the landfill tip fee up to 12,000 tons of non-County waste.  The 10% number increases to 12½% for all non-County waste in excess of 12,000 tons per day.  The per ton payment to the County also increases as volume increases.  The per ton payments on non-County Waste to Riverside County are summarized as follows: 

          Of the payments made to Riverside County by MRC on non-County municipal solid waste, $.90 of the per ton payment will be deposited into an environmental trust.  In addition, MRC directly pays $.90 per ton into the environmental trust for in-County waste deposited into the landfill.  Funds in the environmental trust are to be used within Riverside County for:  (a) the protection, acquisition, preservation and restoration of parks, open space, biological habitat, scenic, cultural and scientific resources; (b) the support of environmental education and research; (c) the mitigation of the landfill project’s environmental impacts; and (d) the long term monitoring of the above mentioned items.

          Finally, MRC has agreed to pay $.10 per ton of municipal solid waste deposited into the landfill to the National Parks Foundation for the benefit of the National Park Service.

          Other major payments include:  (i) partial funding for up to four rail crossings with $1 million due at the commencement of construction of the landfill and an additional $1 million over the course of landfill operations; (ii) financial assistance of approximately $2 million for the host community, Lake Tamarisk, comprised of $500,000 due at the commencement of construction of the landfill plus approximately $1.5 million due over the course of landfill operations; and (iii) funding for non-California Environmental Quality Act reduction air emission programs of $600,000 over the course of operations.

          The initial term of the Development Agreement is fifty years, although it may be extended to November 30, 2088, under certain conditions.  The Development Agreement allows the landfill project to receive up to 20,000 tons per day, 6 days a week, of non-hazardous municipal solid waste.  However, during its first ten years of operation, the landfill owner is limited to 10,000 tons per day of non-County waste plus the waste generated from within the County.  After ten years, the owner of the landfill may request an increase in its daily tonnage, and an independent scientific panel will review such request.  The panel’s review is effectively limited to confirming substantial compliance with all developmental approvals, mitigation measures and permits.

          We anticipate that the Development Agreement will be fully executed and recorded just prior to the closing of the sale of the landfill project.  Riverside County has approved the assumption of the Development Agreement by the District as part of the sale of the landfill by MRC.

5

          Successful Appeal of EIR Litigation.  After the September 1997 approval of the new EIR for the landfill project, litigation with respect to MRC’s EIR certification resumed.  In February 1998, the San Diego County Superior Court issued a final ruling with respect to this litigation, finding that the EIR certification did not adequately evaluate the landfill project’s impact on the Joshua Tree National Park and the threatened desert tortoise.  MRC, Kaiser and Riverside County appealed the Superior Court’s decision; opponents did not appeal.

          On May 7, 1999, the Court of Appeal announced its decision to completely reverse the San Diego Superior Court’s prior adverse decision.  The Court of Appeal’s decision, in effect, reinstated the EIR certification and reinstated the previous approval of the landfill project by Riverside County.  In June 1999, opponents to the landfill project requested that the California Supreme Court review and overturn the Court of Appeal’s decision.  In July 1999, the California Supreme Court declined to review the Court of Appeal’s decision. 

          Federal Land Exchange and Ongoing Litigation.  In October 1999, Kaiser’s wholly owned subsidiary, Kaiser Eagle Mountain, Inc. (now Kaiser Eagle Mountain, LLC), completed a land exchange with the BLM.  In this exchange, Kaiser transferred approximately 2,800 acres of Kaiser-owned property along its railroad right-of-way to the BLM and a nominal cash equalization payment in exchange for approximately 3,500 acres of land within the landfill project area.  The land exchanged by Kaiser was identified as prime desert tortoise habitat and was a prerequisite to completion of the permitting of the landfill project.  With the land exchange completed, the Eagle Mountain Site consists of approximately 10,108 acres with 8,636 acres held in fee (which includes the Eagle Mountain Townsite) and approximately 1,472 acres held as various mining claims.  

          Following completion of the land exchange, two lawsuits were filed challenging it and requesting its reversal.  The plaintiffs argue that the land exchange should be reversed because the BLM failed to comply with the National Environmental Policy Act and the Federal Land Management Policy Act.  In November 2000, the Ninth Circuit Court of Appeals announced a decision in an unrelated case that may have a material adverse impact on Kaiser’s federal land exchange litigation and the pending sale to the District.  In Desert Citizens Against Pollution v. Bisson, (Ninth Circuit Court of Appeals, Case No. 97-55429), the Court of Appeals concluded, among other things, that the BLM did not properly value the land being acquired by the competing Mesquite rail-haul landfill project and ordered a reversal of the land exchange.  The court concluded that the appraisal should have considered the lands being acquired from the BLM as a landfill.  The court did not, however, determine the proper valuation of the exchanged lands.  The plaintiffs in Kaiser’s federal land exchange litigation have amended their respective complaints to include allegations that the appraisal used in Kaiser’s land exchange with the BLM is similarly defective.  In light of the Bisson decision, the BLM has completed an independent review of the “highest and best use” analysis.  The BLM’s independent appraiser concluded that there would be no change in the determination of the “highest and best use” in the appraisal used in the land exchange if the property involved was expressly considered as a landfill site.  Given all the facts and circumstances, the independent appraiser concluded that there was no premium to be paid for the property interests exchanged by the BLM even if a portion of such property interests were a part of a planned landfill.  The scheduled briefing in this case was completed in January 2003.  A decision from the court is anticipated in 2003.

          In addition to the federal land exchange litigation, the Company, along with the U.S. Department of Interior, the BLM, the District and Metropolitan Water District of Southern California, received a letter in September 2002 from the Center for Biological Diversity, the Sierra Club, Citizens for the Chuckwalla Valley (“Complaining Groups”) declaring their intent to sue for violations of the Endangered Species Act in regard to actions or inactions related to the railroad that would serve the landfill project.  Among other things, it is alleged that that there has been a failure to comply with a biological opinion issued by the U.S. Fish & Wildlife Service and that the BLM has failed to enforce the terms of that biological opinion. 

6

In summary, the Complaining Groups are demanding enforcement of the biological opinion or revocation by the BLM of the right-of-ways granted for the existing Eagle Mountain railroad and the Eagle Mountain road. The biological opinion contains, among other items, mitigation measures for the desert tortoise which could require substantial expenditures. 

          In reviewing the complaints of the Complaining Group, the BLM out of an abundance of caution conducted an informal consultation with the U.S. Fish & Wildlife Service with respect to the biological opinion.  Although, regular use of the railroad has not commenced, the BLM requested that the Company develop a maintenance schedule for the railroad that would include addressing, among other things, the particular concerns of culverts and rail line ballast.  The Company has submitted a proposed schedule which is currently being reviewed by the BLM.  See “Legal Proceedings - Eagle Mountain Landfill Project Land Exchange Litigation.”

          Eagle Crest Energy Company.  In November 2000, Eagle Crest Energy Company, referred to as ECEC, a previous opponent to the landfill project, filed an application for a preliminary permit with the Federal Energy Regulatory Commission, referred to as FERC, for a proposed 1,000 mega-watt hydroelectric pump storage project and ancillary facilities.  The proposed ECEC project would utilize two of the mining pits and other property at the Eagle Mountain Site, portions of which are currently leased to MRC and the subject of the pending sale to the District.  The Company has not agreed to sell or lease this property to ECEC.  This project is essentially the same project that ECEC previously proposed and was dismissed by the FERC in July 1999.  However, as a result of the land exchange with the BLM, there is no title reservation on any portion of the property.  FERC issued a preliminary permit to ECEC in June 2001.  We, along with others, have objected to the ECEC project and have intervened in the matter.  To management’s knowledge, there was no material activity by Eagle Crest Energy Company in 2002 with regard to its permit application.

Ongoing Considerations if the Sale is not Completed

          Successful resolution of the federal land exchange litigation could take a number of years.  If MRC does not complete the sale of the landfill project to the District, MRC will likely require a substantial further investment by Kaiser and other investors in MRC.  Due to delays in closing on the sale to the District and the additional threatened Endangered Species Act litigation, we anticipate that an additional investment in MRC in 2003 may be necessary, in an amount up to $2 million.  We can make no assurance that sufficient and suitable financing will be available to MRC in order to allow it to continue to pursue the landfill project and to resolve the federal litigation and any new litigation.  If MRC continues to pursue development of the landfill, it will face several financial and operational obstacles.  Additionally, MRC could decide not to pursue the continued development of the landfill project, which would likely materially hinder MRC’s ability to sell the landfill project on favorable terms, if at all. 

          Governmental Regulation/Permitting.  In the development and maintenance of our assets, we and other entities on which we rely are subject to extensive, expensive and increasingly stringent regulation by federal, state and local authorities.  Entities operating in this arena must obtain and maintain numerous local, state and federal governmental permits and consents.  Failure to comply with these regulations could result in the loss of a needed license, permit or consent or could result in significant monetary fines.  Examples of the wide ranging regulations which apply to the development and maintenance of our assets include:

7

          Competition.  The waste management industry is highly competitive, with a few large, integrated waste management firms and a significant number of smaller, independent operators.  The number of competitors has decreased over the past five years, but their size has greatly increased as a result of mergers and acquisitions of waste hauler and management companies.  Due to this increasing competition and industry consolidation, there are fewer independent waste management operating companies than in the past and, as a result, fewer potential buyers of our waste related assets.  If this reduction of industry operators negatively impacts our ability to operate or sell our assets on favorable terms, our results will likely be materially and adversely affected. 

          Currently, the Mesquite Regional Landfill located in Imperial County, California is the only other competing rail-haul project proposed in California.  The District also entered into an agreement to purchase the Mesquite Regional Landfill at a price and on terms substantially similar to the sale of the landfill project by MRC to the District.  We understand that the District completed its purchase of the Mesquite Regional Landfill in late 2002.  The impact, if any, of the District’s completion of the purchase of the Mesquite landfill project prior to the completion of the purchase of the landfill project is unknown. 

          Truck-haul landfills in the Los Angeles Basin are also competitors to the proposed rail-haul landfills.

          Risks.  As is discussed in this Report on Form 10-K, there are numerous risks associated with MRC and the landfill project, including the competition represented by the Mesquite rail-haul landfill project, which the District recently purchased.  There are also numerous risks and contingencies associated with the pending sale of the landfill project to the District.  There can be no assurance that all outstanding matters currently preventing an initial closing with the District will be resolved to the satisfaction of the parties.  Accordingly, there can be no assurance that the sale to the District will occur or that the current terms of the pending transaction may not be significantly modified as a result of future discussions with the District or as to the timing of the receipt of the purchase price.  There can be no assurance that the completed purchase of the Mesquite landfill by the District will not adversely impact the negotiations and the closing on the sale of the landfill to the District.  In addition, there are material litigation risks associated with the current federal land exchange litigation, including reversal of the completed land exchange and the recently threatened litigation over the Endangered Species Act, all as discussed above.  No assurance can be made that we will successfully and timely resolve these matters so as to avoid a material adverse effect on our current plan to sell the landfill to the District.  If we are unable to manage any of these risks or uncertainties, we may not be able to sell the landfill at a favorable price, if at all, and the value of our Class A Units could be materially reduced.

WEST VALLEY MATERIALS RECOVERY FACILITY AND TRANSFER STATION

Background

          West Valley MRF, LLC, referred to as “West Valley,” was formed in June 1997 by Kaiser Recycling Corporation (now Kaiser Recycling, LLC (formerly Kaiser Recycling, Inc.)), a wholly-owned subsidiary of Kaiser, and West Valley Recycling & Transfer, Inc., a wholly-owned subsidiary Burrtec Waste Industries, Inc.  This entity was formed to construct and operate the materials recovery facility referred to as the West Valley MRF.  Under the terms of the parties’ business arrangements, Kaiser Recycling and Kaiser remain responsible for any pre-existing environmental conditions and West Valley MRF is responsible for environmental issues that may arise related to any future deposit or release of hazardous substances.  Kaiser and Burrtec have each given separate performance guaranty agreements guarantying the prompt performance of their respective subsidiary’s obligations.

8

          Phase 1 of the West Valley MRF, which included a 62,000 square foot building, sorting equipment and related facilities for waste transfer and recycling services was built and equipped in 1997 for a total cost of approximately $10.3 million.  Phase 2 of the West Valley MRF was completed in 2001 and increased the processing facility by an additional 80,000 square feet and included the installation of new recycling lines that increased the capacity of the facility to approximately 5,000 tons per day.  Phase 2 was completed for a total approximate cost of $11 million.  West Valley MRF is currently processing approximately 3,000-4,000 tons of municipal solid and green waste per operating day.

          The West Valley MRF generates more than sufficient cash flow to fund its cost of operations and does not require additional investment by Kaiser to operate.  Furthermore, the West Valley MRF should generate sufficient cash distributions to cover a significant portion of Kaiser LLC’s foreseeable general and administrative costs. 

          The Operating Agreement for the West Valley MRF provides the opportunity for either Burrtec or Kaiser to buy the other party’s interest in the West Valley MRF at fair market value in the event a party desires to accept an offer to buy its interest in the West Valley MRF, in the event of default by a party under the Agreement that is not cured within a specified time period, or, in some circumstances, in the event there is a proposed transfer or deemed transfer.  For example, a change in the control of Kaiser to a company that is in the waste management business could trigger Burrtec’s option to purchase our interest in the West Valley MRF. 

Financing

          Most of the financing for the West Valley MRF was obtained through the issuance and sale of California Pollution Control Financing Authority tax exempt bonds.  Approximately $9,500,000 in bonds were issued in June 1997 (Phase 1), and approximately $8,500,000 in bonds were issued in May 2000 (Phase 2), to finance the West Valley MRF’s construction and development.  The interest rate for the Bonds varies weekly.  The rates for 2002 ranged from 1.55% to 2.45%.  Bonds issued for Phase 1 have a stated maturity date of June 1, 2012, and bonds issued for Phase 2 have a stated maturity date of June 1, 2030, although West Valley MRF is required, pursuant to an agreement with Union Bank, to annually redeem a portion of the Bonds on a stated schedule.

          The bonds are secured by a pledge and lien on the loan payments made by West Valley MRF and funds that may be drawn on an irrevocable direct pay letter of credit issued by Union Bank of California, N.A.  The bonds are backed by a letter of credit issued by Union Bank.  Kaiser and Burrtec have each severally guaranteed fifty percent (50%) of the principal and interest on the bonds to Union Bank in the event of a default by West Valley MRF. 

          West Valley MRF and Union Bank have also executed a Reimbursement Agreement that, among other things, sets the terms and conditions whereby West Valley MRF:

          Kaiser and Kaiser Recycling have also provided environmental guaranty agreements to Union Bank.  Under these agreements, Kaiser and Kaiser Recycling are jointly and severally liable for any liability that may be imposed on Union Bank for pre-existing environmental conditions on the West Valley MRF’s property acquired from Kaiser Recycling that the West Valley MRF fails to timely address.

9

Competition

          Burrtec owns and operates a transfer and limited materials recovery facility in Agua Mansa, California.  This facility is located approximately 15 miles from the West Valley MRF and could compete, in very limited areas, for waste that might otherwise go to the West Valley MRF.  To date, the materials recovery facility in Agua Mansa has had little impact on the West Valley MRF’s market for customers.  Burrtec also owns or controls materials recovery facilities in Victorville, California and in the Coachella Valley of California, which are not currently considered to be competitors of the West Valley MRF.  Other entities have from time to time proposed to develop materials recovery facilities that would serve the same broad geographic area as that served by West Valley.  Except for a small materials recovery facility located in Colton, California owned by Republic Industries, Kaiser believes that none of them has yet completed the permitting process.  However, the materials recovery facility in Colton is a competitor and one municipality has switched its recycling services from the West Valley MRF to the Colton facility.

Tar Pits Parcel

          Currently, the only remaining property we own at the Mill Site Property is an approximate 5 acre parcel known as the Tar Pits Parcel.  Under our agreement with the West Valley MRF, we are obligated to contribute the Tar Pits Parcel to the West Valley MRF, at its option, upon the environmental remediation of the property.  Except for ongoing inspection and monitoring activities, remediation of the Tar Pits Parcel was completed in 2002 at CCG Ontario, LLC’s, (referred to as CCG), expense.  CCG is responsible for this property’s environmental remediation pursuant to the terms of the purchase agreement entered into between CCG and Kaiser in August 2000 relating to Kaiser’s sale of approximately 588 acres of the Mill Site Property.  See “BUSINESS - Historical Operations and Completed Transactions - Mill Site Environmental Matters.”

EAGLE MOUNTAIN TOWNSITE

          Kaiser owns and operates the Eagle Mountain Townsite through a wholly-owned subsidiary.  The Eagle Mountain Townsite covers approximately 1,300 acres, consists of more than 300 houses (of which approximately 100 have been renovated for current occupancy), a water supply and sewage treatment system, an office building, machine shops, school facilities and other structures.  As part of the District’s purchase of the landfill project from MRC, the District will acquire or control a substantial portion of this infrastructure, including utility and water distribution facilities, which serves the landfill property as well as the Eagle Mountain Townsite.However, the District will not be acquiring any houses as a part of the landfill property. 

          A portion of the Eagle Mountain Townsite is leased on a month-to-month basis to a company that operates a minimum security prison under contract with the State of California.  While funding for private prisons was initially eliminated in California’s 2002 - 2003 state budget, the 2002-2003 budget for the State of California that was signed into law on September 5, 2002, restored funding for private prisons, including the private prison located at Eagle Mountain, but only through June 30, 2003.  It is probable that funding for the private prison located at Eagle Mountain will not be extended beyond June 30, 2003.  If funding for the private prison is discontinued for any reason, and/or the MTC lease is terminated, Kaiser would significantly reduce its remaining Eagle Mountain operations and staffing.  The Company has recorded a reserve for the costs of such a reduction in activity, the adequacy of which management will continue to review. 

          When the Eagle Mountain iron ore mine was operational, the Eagle Mountain Townsite provided housing for mine employees and their families.  Other than possible environmental remediation associated with asbestos containing products, Kaiser is not currently aware of any material environmental

10

remediation required at the Eagle Mountain Townsite that could require Kaiser to expend substantial funds or that could lead to material liability. 

OTHER KAISER ASSETS

Land adjacent to the Eagle Mountain Site

          In and around the Eagle Mountain Townsite area, Kaiser has various possessory mining claims aggregating approximately 1,472 acres and holds approximately 7,344 acres in fee simple.  This property is in addition to the approximate 1,300 acre Eagle Mountain Townsite.Approximately 4,654 acres of this property will be sold as a part of the sale of the landfill project.

          Kaiser owns four deep water wells, two of which are currently being used, and two booster pump stations that serve the Eagle Mountain site and the Eagle Mountain Townsite.

Lake Tamarisk, California 

          Lake Tamarisk is an unincorporated community located two miles northwest of Desert Center, California and approximately 8 miles from the Eagle Mountain mine.  This community has 150 improved lots situated around two recreational lakes and a nine-hole golf course.  With 70 homes and a 150-space mobile home park, the community has an average year-round population in excess of 150.  Lake Tamarisk Development, LLC, a wholly owned subsidiary of Kaiser, owns 77 improved lots, including, among other lots, one residential structure and a 240 acre parcel of unimproved land across the highway from the main entrance to Lake Tamarisk.

HISTORICAL OPERATIONS AND COMPLETED TRANSACTIONS

Water Resources

          Background.  Until the sale of its ownership interest in Fontana Union Water Company, or Fontana Union, to Cucamonga County Water District, referred to as “Cucamonga,” in March 2001 for $87.5 million or approximately $10,860 per share of Fontana Union stock, the Company’s results of operations depended, in large part, on water rights and successfully leasing such rights.  Concurrently with the sale of its Fontana Union stock, the Company also received approximately $2.5 million in payments under its water lease with Cucamonga.  Thus, the following information concerning Fontana Union and Cucamonga is provided for historical purposes and to assist the reader as to the context of the Fontana Union stock sale.

          Fontana Union owns water rights to produce water from four distinct surface and subsurface sources of water near Fontana, California.  Kaiser’s ownership of Fontana Union entitled it to receive, annually, a proportionate share of Fontana Union’s water.  In addition, when other shareholders of Fontana Union did not take their annual proportionate shares of water, the unclaimed water for each year was divided pro rata among the shareholders that did exercise their right to take water in that year.  At the time we sold our interest in Fontana Union in March 2001, our pro rata interest in unclaimed water raised our effective overall ownership percentage to approximately 57.19%. 

          Lease of Interest in Fontana Union to Cucamonga County Water District.  In 1989, Kaiser leased all of its then owned shares of Fontana Union stock to Cucamonga, a local water district, under the terms of the 102-year take-or-pay lease, referred to as the “Cucamonga Lease.”  Under this lease, Cucamonga was entitled to receive all of our proportionate share of water from Fontana Union (including shares acquired after 1989) with lease payments based upon fixed quantities of water at a rate of 68.13% of rate charged

11

by the Metropolitan Water District of Southern California, the “MWD,” for untreated, non-interruptible water as available through Chino Basin Municipal Water District. 

          Under the terms of the Cucamonga Lease, our future lease revenue increases depended primarily upon any adjustments in the MWD water rates and other fees upon which the lease rate was calculated.  The MWD rate established for untreated, non-interruptible water is based on a number of factors, including the MWD need for funds to finance capital improvements and to cover its fixed operational and overhead costs. 

          On July 1, 1995, MWD implemented changed rates and a new rate structure which was the subject of a dispute between Kaiser and Cucamonga.  In December 2000, MWD approved another major rate restructuring.  Without the Fontana Union stock sale, we anticipated that we would be engaged in an additional dispute with Cucamonga as a result of MWD’s continued adoption major rate restructuring programs every few years.

          The Cucamonga Lease Dispute.  As a result of these July 1995 changes in the MWD rates, we asserted that all the changed rates and items implemented by MWD, which must be paid in order to receive untreated, non-interruptible water from MWD, were to be included in the calculation of the MWD rate payable under the terms of the Cucamonga Lease.  Cucamonga disputed our interpretation and asserted that our interpretation of the Cucamonga lease in relation to the changes effected in 1995 by the MWD would result in a rate increase to Cucamonga in excess of the 1995 MWD rate of increase Cucamonga asserted was the appropriate rate increase (the “Dispute”).  This Dispute, impacted all payments made by Cucamonga subsequent to July 1995.  Because Kaiser and Cucamonga were unable to resolve this Dispute out of court, in 1996 Kaiser instituted litigation against Cucamonga in San Bernardino County Superior Court. 

          After a trial on the matter in March 1998, the Court concluded that the MWD rate, as defined in the Cucamonga lease, was discontinued effective July 1, 1995, as a result of the rate restructuring implemented by MWD. 

          Fontana Union Stock Sale.  Prior to the determination of the outcome of an arbitration over the new MWD rate that would be used under the terms of the Cucamonga Lease, the parties negotiated a resolution to the Dispute with the sale of the Company’s Fontana Union Stock to Cucamonga for a purchase price of $87.5 million.  In addition, Cucamonga agreed to pay $2.5 million in payments under the Cucamonga Lease.  Kaiser Inc.’s stockholders approved the Fontana Union stock sale in February 2001, and the Fontana Union stock sale was completed on March 6, 2001. 

Mill Site Property

          Background.  From 1942 through 1983, KSC operated a steel mill in Southern California near the junction of the Interstate 10 and Interstate 15 freeways and approximately three miles to the northeast of Ontario International Airport.  The original Mill Site Property owned by Kaiser after it emerged from the KSC bankruptcy consisted of approximately 1,200 acres and portions of the property required substantial environmental remediation.  Except for the approximate 5 acre Tar Pits Parcel, we no longer own any portion of the Mill Site Property.  The disposition of the Mill Site Property by us over the past several years is described below.

          The California Speedway Property. In November 1995, the Company contributed approximately 480 acres of the Mill Site Property in exchange for common stock in the company that became Penske Motorsports, Inc., a leading promoter of motor sports activities and an owner and operator of automobile racetracks.  In December 1996, the Company sold to PMI approximately 54 additional acres of the Mill

12

Site Property, for cash and additional stock in PMI. The California Speedway, a world class motor sports speedway, was constructed on this approximate 534 acres of the Mill Site Property.

          In July 1999, International Speedway Corporation, referred to as ISC, through a wholly owned subsidiary, acquired PMI.  Kaiser Inc., as a stockholder in PMI, voted for the merger and elected to receive a portion of the merger consideration in cash and a portion in ISC stock.  In the transaction Kaiser received approximately $24 million in cash and 1,187,407 shares of ISC Class A common stock, resulting in a gain of $35.7 million.  Subsequent to PMI’s acquisition, we sold all of the shares we owned in ISC at an average price of approximately $53.52 per share, realizing an additional gain of approximately $6.6 million.  The gross cash proceeds we received in 1999 from the merger and the subsequent sale of ISC stock totaled approximately $88 million.

          The NAPA Lots.  In conjunction with the permitting and development of the California Speedway, we permitted and developed three parcels known as the “NAPA Lots” for sale.  In September 1997, the largest NAPA Lot, consisting of approximately 15.5 acres, was sold for a gross sale price of approximately $2.9 million.  In November 1999, another of the NAPA Lots, consisting of approximately 7.8 acres, was sold for a gross cash sales price of approximately $1.7 million.  The remaining NAPA Lot of approximately 5.2 acres was sold in December 1999 for a cash sales price of approximately $1.1 million.

          CCG Ontario, LLC (CCG).  In August 2000, we sold approximately 588 acres of our remaining Mill Site Property to CCG for $16 million in cash plus the assumption of virtually all known and unknown environmental obligations and risks associated with the property as well as certain other environmental obligations.  Included in the land sold to CCG were ancillary items such as the sewer treatment plant and the water rights associated with the property.  As part of the transaction, CCG obtained environmental insurance coverage and other financial assurance mechanisms related to the known and unknown environmental obligations and risks associated with the transferred property as well as other environmental obligations subject to limited exceptions.  In addition, before this sale transaction, we were party to a consent order with the California Department of Toxic Substances Control, referred to as the DTSC, which was essentially an agreement to investigate and remediate property.  As part of the sale transaction, this consent order and our financial assurances to the DTSC were terminated, and CCG entered into a new consent order with the DTSC and provided the necessary financial assurances.  For additional information, see “Part I, Item 1.  BUSINESS - Historical Operations and Completed Transactions - Mill Site Environmental Matters” below.

          Rancho Cucamonga Parcel.  In October 2000, the Company completed the sale of approximately 37 acres of the Mill Site Property, known as the Rancho Cucamonga parcel, to The California Speedway Corporation.  The gross cash sales price was approximately $3.8 million.

          West Valley MRF Property.  At the time of the formation of West Valley in 1997, Kaiser Inc. contributed 23 acres of the former Mill Site Property, on which a 62,000 square foot building, sorting equipment and related facilities were constructed during Phase 1 of the West Valley MRF development.  Under the terms of our agreements with West Valley, we contributed additional land approximating 7 acres after that land’s environmental remediation in 2000.  We are also obligated to contribute the Tar Pits Parcel to West Valley MRF at its option, upon the environmental remediation of the Tar Pits Parcel in a manner suitable for use by West Valley MRF.  The Tar Pits Parcel is the only acreage that we continue to own at the former Mill Site Property.

Mill Site Environmental Matters

          The operation of a steel mill by the Company’s predecessor, KSC, resulted in known contamination of limited portions of the Mill Site Property.  As discussed above, the Company’s consent order with the

13

DTSC was terminated in connection with the sale of approximately 588 acres of the remaining Mill Site Property to CCG for $16 million in cash plus the assumption of virtually all known and unknown environmental obligations and risks associated with the property as well as certain other environmental obligations.  Concurrently with that termination, CCG entered into a new consent order with the DTSC, in which CCG assumed responsibility for all future investigation and remediation of the Mill Site Property it purchased, as well as various other items covered under its CCG consent order.  In addition, CCG assumed and agreed to indemnify the Company against various contractual environmental indemnification and operations and maintenance (“O&M”) obligations the Company has with purchasers of other portions of the Mill Site Property.  In connection with this land sale, CCG entered into a fixed price environmental remediation services agreement with IT Corporation (“IT”), an environmental contractor, to remediate the known environmental conditions on the property.  IT filed for bankruptcy in January 2002, but certain of the assets of IT were eventually acquired by The Shaw Group, including the fixed price environmental contract.  Accordingly, the fixed price environmental remediation services contract continues to be performed.  In addition, CCG is obligated to remediate the Tar Pits Parcel pursuant to a solidification and capping strategy.  The remediation of the Tar Pits parcel is also covered by the fixed price environmental remediation contract.  Except for continuing inspection and maintenance obligations, the remediation of the Tar Pits Parcel was substantially completed in 2002.

          Many of the environmental obligations assumed by CCG are backed, in whole or in part, by various financial assurance mechanisms or products.  Examples of the financial assurances or products provided, include, but are not limited to:  a performance bond issued to assure performance under the environmental remediation service agreement; a real estate environmental liability insurance policy with a policy limit of $50 million; a remediation stop loss policy covering $15 million in cost overruns for known remediation, which known remediation was estimated to be approximately $15 million; and a limited corporate guaranty by CCG’s parent company.  All financial assurance mechanisms or products are subject to their terms.  In addition, there are certain exceptions to CCG’s assumption of the Company’s prior environmental obligations such as any certain environmentally related litigation outstanding as of the date of the closing of the land sale to CCG. 

          With regard to groundwater, we previously settled certain obligations of groundwater contamination with the California Regional Water Quality Control Board, or the RWQCB, concerning a plume (containing total dissolved solids, sulfate, and organic carbon) to which the historic steel operations contributed.  The settlement required us to make a $1.5 million cash payment, which was made in February 1994, and the contribution of 1,000 acre feet of water annually for 25 years to a water quality improvement project.  In 1999, approximately 20 years ahead of schedule, we contributed the full 25,000 acre feet required under the terms of the settlement agreement with the RWQCB.  This contribution of water satisfied all of the Company’s obligations to the RWQCB under the terms of the settlement agreement.  CCG did not assume any of the Company’s future obligations, if any, with regard to the specified plume, and we retained potential liability from certain third party claims alleging damages from the identified groundwater plume.  One such claim has been asserted against the Company.  (See “Part 1. Item 3.  LEGAL PROCEEDINGS.”

          As a result of the transaction with CCG and the Company’s previous remediation activities in 2000, the Company’s estimated environmental liabilities were reduced by approximately $21.9 to $4.5 million.  These potential environmental liabilities included, among other things, environmental obligations at the Mill Site Property that were not assumed by CCG, such as any potential third party damages from the identified groundwater plume discussed above, environmental remediation work at the Eagle Mountain Site, and third-party bodily injury and property damage claims, including asbestos claims not covered by insurance and/or paid by the KSC bankruptcy estate. 

          In keeping with our goal to minimize our potential liabilities, including the potential liabilities outlined above, we purchased an insurance policy effective June 30, 2001. This insurance policy is

14

designed to provide broad commercial general liability, pollution legal liability, and contractual indemnity coverage for Kaiser’s ongoing and historical operations.  With the purchase of this policy, we were able to reduce our estimated environmental liabilities to zero.  See “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” in Part II, Item 7. of this Report on Form 10-K.

          The Company is involved, from time-to-time, in legal proceedings concerning environmental matters.  See “Part I, Item 3.  LEGAL PROCEEDINGS.”

Employees

          As of March 25, 2003, Kaiser LLC had no employees.  However, Kaiser LLC leases employees through Business Staffing, Inc., a subsidiary of Kaiser LLC, and reimburses Business Staffing for the costs associated with 8 full-time (4 at Ontario, California and 4 at Eagle Mountain, California) and 5 part-time employees (3 at Ontario, California and 2 at Eagle Mountain, California).  All of the full-time and part time employees were previously employed by Kaiser Inc.

Item 2.     PROPERTIES

Office Facilities

          Our principal offices are located at 3633 East Inland Empire Boulevard, Suite 480, Ontario, California, 91764.  The Company currently leases approximately 2,950 square feet in Ontario, California at a current cost of approximately $6,900 per month.  The lease expires on August 31, 2007, with the right to terminate the lease upon prior written notice effective as of February 28, 2006.  Our subsidiary, Kaiser Eagle Mountain, LLC, also maintains an office at the Eagle Mountain Site.  We own the building used as an office at the Eagle Mountain Site.

Eagle Mountain, California

          The Kaiser Eagle Mountain idle iron ore mine and the adjoining Eagle Mountain Townsite are located in Riverside County, approximately ten miles northwest of Desert Center, California.  Desert Center is located on Interstate 10 between Indio and Blythe.  The heavy duty maintenance shops and electrical power distribution system have been kept substantially intact since the 1982 shutdown.  The Company also owns several buildings, a water distribution system, a sewage treatment facility, and related infrastructure.  The District, upon its purchase of the landfill project, will own a substantial portion of this infrastructure.  Accordingly, the District and the Company are negotiating a number of agreements addressing access and joint use of infrastructure facilities.  The Eagle Mountain Townsite includes more than 300 single family homes, approximately 100 of which have been renovated and are currently in use. 

          A portion of the Eagle Mountain Townsite is leased on a month to month basis to Management Training Corporation a company that operates a minimum security prison under contract with the State of California.  While funding for private prisons was initially eliminated in California’s 2002 - 2003 state budget, the 2002-2003 budget for the State of California that was signed into law on September 5, 2002, restored funding for private prisons, including the private prison located at Eagle Mountain, but only through June 30, 2003.  It currently is unknown whether funding for the private prison located at Eagle Mountain will be extended beyond June 30, 2003.  If funding for the private prison is discontinued, for any reason, and/or the MTC lease is terminated, Kaiser would significantly reduce its remaining Eagle Mountain operations and staffing.  The Company has recorded a reserve for the costs of such a reduction in activity, the adequacy of which our management periodically reviews.

15

          In and around the Eagle Mountain area the Company has various possessory mining claims of approximately 3,509 acres and holds approximately 5,635 acres in fee simple (which includes the Eagle Mountain Townsite).  Approximately 4,654 acres of this property will be sold as a part of sale of the landfill project, assuming such sale is completed.  See “Part I, Item 1.  BUSINESS - Eagle Mountain Landfill Project.”

          The Company owns four deep water wells, of which two are currently being used, and two booster pump stations that serve the Eagle Mountain Site.

Railroad

          To transport ore from the Eagle Mountain mine to the mill site (see below), Kaiser Steel Corporation constructed a 52-mile heavy duty rail line connecting the mine to the main Southern Pacific rail line at Ferrum, California.  We own in fee approximately 10% of the 52-mile railroad right-of-way.  The major remaining portion of the railroad right-of-way consists of various private easements and an operating right-of-way from the BLM.  The railroad is included in the lease to MRC and, to the extent reasonably possible, will be transferred to the District upon the consummation of the sale of the landfill project if the sale is completed.  See “Part I, Item 1.  BUSINESS - Eagle Mountain Landfill Project and Pending Sale.”

Fontana, California

          With exception of the approximate 5 acre Tar Pits Parcel, the Company no longer owns any property at the former Mill Site Property.  The environmental remediation of this parcel was substantially completed in 2002.  See “Part 1, Item 1.  BUSINESS - Historical Operations and Completed Transactions - Mill Site Property.”

Lake Tamarisk, California

          Lake Tamarisk is an unincorporated community located two miles northwest of Desert Center, California and approximately 8 miles from the Eagle Mountain mine.  This community has 150 improved lots situated around two recreational lakes and a nine-hole golf course.  With 70 homes and a 150-space mobile home park, the community has an average year-round population in excess of 150.  Lake Tamarisk Development LLC, a wholly-owned subsidiary of the Company, owns 77 improved lots including one residential structure.  Lake Tamarisk, LLC also owns a 240 acre parcel of unimproved land across the highway from the main entrance to Lake Tamarisk. 

Other Real Estate Properties

          We own numerous small parcels of land in Huerfano and Archuleta Counties in Colorado.

Item 3.     LEGAL PROCEEDINGS

          Kaiser, in the normal course of its business, is involved in various claims and legal proceedings.  A number of litigation matters previously reported have settled and such settlements did not have a material adverse impact on our financial statements. Significant legal proceedings, including those which may have a material adverse effect on our business or financial condition, are summarized below.  However, the following discussion does not, and is not intended to, discuss all of the litigation matters to which we may be or become a party.  Should we be unable to resolve any legal proceeding in the manner we anticipate and for a total cost within close proximity to any potential damage liability we have estimated, our business and results of operations may be materially and adversely affected.

16

Litigation

          Eagle Mountain Landfill Project Land Exchange Litigation.  In October 1999, Kaiser’s wholly-owned subsidiary, Kaiser Eagle Mountain, Inc., completed a land exchange with the BLM.  This completed land exchange has been challenged in two separate federal lawsuits.

          Federal Land Exchange Litigation.  There are two separate, but related, litigation matters in federal district court involving the completed land exchange between Kaiser Eagle Mountain, Inc, and the BLM.  The details of each case are as follows:

               A.          Donna Charpied; Laurence Charpied; The Desert Protection Society (Plaintiffs) v. United States Department of the Interior; Bureau of Land Management; Bruce Babbitt, in his official capacity as Secretary of the Interior; Tom Fry, in his official capacity as Acting Director of the Bureau of Land Management; Al Wright, in his official capacity as Acting California State Director of the Bureau of Land Management; Tim Salt, in his official capacity as Bureau of Land Management California Desert District Manager; Robert Stanton, in his official capacity as Director of the National Park Service, Kaiser Eagle Mountain, Inc., and Mine Reclamation Corporation (Defendants), (United States District Court for the Central District of California, Riverside Division, Case No. EDCV 99-0454 RT(MCx)). 

          In December 1999, opponents of Eagle Mountain landfill project filed a lawsuit in the federal district court located in Riverside, California seeking to stop the Eagle Mountain landfill project.  In summary, the lawsuit challenges the BLM’s approval of a land exchange between the Company and the BLM.  The challenges are based upon, among other things, the Company’s and the BLM’s alleged failure to comply with the National Environmental Policy Act and the Federal Land Policy Management’s Act.  The relief sought is an unwinding of the land exchange that was completed on October 13, 1999, and the award of attorneys’ fees.  The National Park Service has been dismissed out of the lawsuit.  In Desert Citizens Against Pollution v. Bisson, (Ninth Circuit Court of Appeals, Case No. 97-55429), the Court of Appeals concluded, among other things, that the BLM did not properly value the land being acquired by the competing Mesquite rail-haul landfill project and ordered a reversal of the land exchange.  The court concluded that the appraisal should have considered the highest best use of the lands being acquired from the BLM as a landfill.  The court did not, however, determine the proper valuation of the exchanged lands.  The plaintiffs in Kaiser’s federal land exchange litigation have amended their respective complaints to include allegations that the appraisal used in Kaiser’s land exchange with the BLM is similarly defective. 

          In light of the Bisson ruling, the BLM has completed an independent review of the “highest and best use” analysis consistent with that discussed in the Bisson decision.  The BLM’s independent appraiser concluded that there would be no change in the determination of the “highest and best use” analysis in the appraisal used in the land exchange if the property involved was expressly considered as a land fill site.  Given all the facts and circumstances, the independent appraisal concluded that there was no premium to be paid for the property interests exchanged by the BLM even if a portion of such property interests were a part of a planned landfill.

          Although we originally anticipated that the federal court would hold a trial or rule on summary judgment motions in 2001, this original schedule has been substantially delayed for, among other reasons, the court ruling in Bisson.  All scheduled briefing was completed on January 13, 2003 and Kaiser currently anticipates a decision in 2003.  Kaiser is vigorously defending the litigation.

               B.          National Parks and Conservation Association (Plaintiff) v. Bureau of Land Management; United States Department of the Interior; Kaiser Eagle Mountain, Inc.; and Mine Reclamation Corporation (Defendants), (United States District Court for the Central District of California, Riverside Division, Case No. EDCV 000041 VAP(JWJx)). 

17

          This lawsuit was brought by the National Parks Association and alleges causes of action that are virtually identical to the causes of action asserted in the Charpied litigation.  All scheduled briefing has been completed for this litigation.  Kaiser is also vigorously defending this matter.

          Threatened Endangered Species Act Litigation.  The Company along with the U.S. Department of Interior, the BLM, the Los Angeles County Sanitat