8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8 - K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2003

The Newhall Land and Farming Company
(a California Limited Partnership)

(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation)
1-8885	95-3931727
(Commission File Number)	(IRS Employer Identification No.)
23823 Valencia Blvd., Valencia, CA  91355
(Address of principal executive offices)  (Zip Code)
Registrant’s telephone number, including area code:  661-255-4000

Item 5.  Other Events

The Newhall Land and Farming Company issued a news release on October 21, 2003 announcing that the Company declared a regular quarterly distribution of 10 cents per partnership unit.  A copy of the news release is filed herewith as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits

(c)Exhibits

99.1News Release – Newhall Land Declares Regular Quarterly Distribution

99.2News Release – Newhall Land Reports 2003 Third Quarter Results

99.3Conference Call Transcript

Item 12.  Results of Operations and Financial Condition

The Newhall Land and Farming Company issued a news release on October 22, 2003 regarding the Company’s third quarter 2003 financial results.  A copy of the news release is furnished herewith under Item 12 of Form 8-K as Exhibit 99.2.  Additionally, on October 22, 2003, the Company held a conference call and webcast to discuss its third quarter 2003 financial results.  A transcript of the conference call is furnished herewith under Item 12 of Form 8-K as Exhibit 99.3.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE NEWHALL LAND AND FARMING COMPANY
	(a California Limited Partnership)
	Registrant
	By:	Newhall Management Limited Partnership,
		Managing General Partner
		By:	Newhall Management Corporation,
			Managing General Partner
Date:  October 27, 2003			By:	/s/ Donald L. Kimball
				Donald L. Kimball
				Vice President and Chief Financial
				Officer (Principal Financial Officer)

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EX-99.1

Exhibit 99.1

	THE NEWHALL LAND AND FARMING COMPANY 23823 Valencia Blvd. • Valencia, CA  91355 • (661) 255-4000

Investor Contact:	Erik Higgins	Media Contact:	Marlee Lauffer
	(661) 255-4064		(661) 255-4247

FOR IMMEDIATE RELEASE

NEWHALL LAND DECLARES REGULAR QUARTERLY
DISTRIBUTION

Valencia, California, October 21, 2003 – The Newhall Land and Farming Company (NYSE, PSE/NHL) today declared a regular quarterly cash distribution of 10 cents per partnership unit, payable December 8, 2003, to unitholders of record as of November 10, 2003.

The Newhall Land and Farming Company has paid uninterrupted quarterly dividends and distributions for 67 years.  This distribution represents the 272nd consecutive payment by the Company.

Newhall Land is a premier community planner in north Los Angeles County.  Its primary activities are planning communities in Valencia, California and on Newhall Ranch, which together form one of the nation’s most valuable landholdings.  They are located on the Company’s 34,000 acres, 30 miles north of downtown Los Angeles.

The Company maintains a web site at http://www.newhall.com.

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EX-99.2

Exhibit 99.2

	THE NEWHALL LAND AND FARMING COMPANY 23823 Valencia Blvd. • Valencia, CA  91355 • (661) 255-4000

Investor Contact:	Erik Higgins	Media Contact:	Marlee Lauffer
	(661) 255-4064		(661) 255-4247

FOR IMMEDIATE RELEASE

NEWHALL LAND REPORTS 2003 THIRD QUARTER RESULTS

Settlement Reached for Oil and Gas Litigation

Estimated 2003 Net Income Range Increased to $1.35 to $1.45 Per Unit

VALENCIA, California, October 22, 2003 – The Newhall Land and Farming Company (NYSE, PSE/NHL) today reported third quarter results for 2003 and its estimate for 2003 net income.  In addition, the Company announced it has reached a definitive settlement of its lawsuit, and the related cross actions, against Kerr-McGee Corporation, Kerr-McGee Oil & Gas Onshore, LLC, Kerr-McGee Oil & Gas Onshore, LP (collectively “Kerr-McGee”) and Medallion California Properties Company (“Medallion”).

FINANCIAL RESULTS

(In millions, except per unit)

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2003		2002		2003		2002
Revenues	$	39.5	$	58.2	$	127.5	$	162.2
Net Income	$	2.8	$	6.7	$	15.9	$	27.2
Per Unit Income – Diluted	$	0.12	$	0.27	$	0.67	$	1.11
# Units (in 000s) – Diluted	24,131		24,286		23,766		24,486

For the three months ended September 30, 2003, net income was $2.8 million, or $0.12 per partnership unit, compared with $6.7 million, or $0.27 per partnership unit reported for the third quarter of 2002.  Revenues for the 2003 third quarter totaled $39.5 million compared with $58.2 million for the same period in 2002.

The primary contributors to the 2003 third quarter results were the sales of 10 custom homesites in the Westridge golf course community, the sales of 12 acres of commercial and industrial land, revenues from the Company’s income-producing portfolio and revenues received from home builders under price and profit participation agreements.  Combined, these activities added $31.2 million to revenues and $15.3 million to net income in the third quarter of 2003.  Included in the 12 acres of commercial and industrial land was the sale of a 7.8-acre parcel for a 188-unit apartment complex.  Primary contributors to the 2002 third quarter results were the sales of 217 residential lots in the Westridge community, which contributed $34.8 million to revenues and $13.0 million to net income.   In the third quarter of 2003, the Company adopted Statement of Financial Accounting Standards Number 150 (SFAS No. 150), which requires the Company to present the minority interest in certain consolidated entities at fair market value.  Previously, these interests were presented at historical cost.  The estimated fair market value of the minority interest at September 30, 2003 exceeds the historical cost by $4.1 million, which has been reflected as a non-cash charge to income in the third quarter of 2003.

Gary Cusumano, President and Chief Executive Officer, said, “Our efforts remain focused on two primary goals for the Company to realize the tremendous value inherent in our landholdings.  First, we continue to concentrate on our core business of entitling land and preparing it for sale to provide at least a partial solution to the severe housing shortage we are experiencing in Los Angeles County.  At the same time, we are busy attending to the details of our announced plan of merger with the Lennar / LNR venture.  Maximum effort is being applied to gaining the necessary governmental approvals to complete the transaction in an  expeditious manner and a unitholder meeting to vote on the proposed merger has been set for November 6^th.  We will continue to work diligently on each of these key goals for the Company to maximize the return to our unitholders.”

SETTLEMENT OF OIL AND GAS LITIGATION

As previously reported, the Company initiated litigation in early 2001 against a gas and oil-field operator to enforce contractual provisions requiring the operator to perform adequate remediation and restoration of the leased properties.  On May 20, 2003, the Los Angeles County Superior Court granted a stay of the case to allow the parties time to document the details of and execute a definitive settlement agreement.  A definitive settlement agreement was signed by all parties effective on October 17, 2003.  The key terms of the settlement address the level of property remediation and restoration to be performed by Kerr-McGee and Medallion, the timing of performance and the financial security provided to Newhall Land to assure completion of the remediation and restoration of the property. On October 17, 2003, Newhall Land received a cash payment of $8.875 million for partial reimbursement of its expenses incurred in pursuing the lawsuit. All pending legal actions will immediately be dismissed and restoration operations will commence in 2004.

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OUTLOOK

As a result of the cash payment received under the terms of the settlement of the oil and gas litigation, adoption of SFAS No. 150 and projected results for the balance of the year, the Company expects net income for 2003 to range from $1.35 to $1.45 per unit.  This is an increase over the previously reported range for this year’s earnings of $1.15 to $1.25 per unit.  This reflects the forecasted sale of about 793 residential lots with an estimated combined sales price of approximately $67 million and up to 56 acres of commercial and industrial land with a combined expected sales value of $44 million for 2003.  The Company’s portfolio of income-producing properties is expected to contribute approximately $8 million to earnings in 2003, after deductions for administrative expenses and depreciation.  Net operating income from the income-producing portfolio, which is the industry-accepted performance measure for such assets, is expected to be approximately $20 to $21 million for 2003.  Net operating income represents earnings from the income portfolio before deductions for administrative expenses and depreciation, but after accounting for approximately $700,000 in projected start-up expenses for the Tournament Players Club at Valencia golf course in 2003.

STATUS OF AGREEMENT AND PLAN OF MERGER WITH LENNAR / LNR VENTURE

On July 21, 2003, the Company announced it had entered into the Agreement and Plan of Merger between Newhall Land and the Lennar Corporation and LNR Property Corporation joint venture.  On September 4, 2003, the Company announced the completion of due diligence by the Lennar / LNR venture.  The transaction remains subject to approval of Newhall Land’s unitholders, approval by the California Public Utilities Commission (CPUC) of the change of control of the Company’s wholly-owed subsidiary, Valencia Water Company, as well as customary closing conditions.  The Hart-Scott-Rodino Act waiting period has been terminated by the Department of Justice and the Federal Trade Commission.

The Proxy Statement for Special Meeting of Unitholders was mailed on or about September 25, 2003 to unitholders of record on September 22, 2003.  The Special Meeting of Unitholders will be held on November 6, 2003 at The Crowne Plaza Hotel – Los Angeles International Airport, 5985 West Century Boulevard, Los Angeles, California.  At the meeting, unitholders will be asked to approve the principal terms of a merger pursuant to the Agreement and Plan of Merger, dated July 21, 2003, by and among The Newhall Land and Farming Company, on the one hand, and Lennar Corporation, LNR Property Corporation, NWHL Investment LLC, and NWHL Acquisition, L.P., on the other hand.

The application for change of control of Valencia Water Company was filed with the CPUC on August 18, 2003.  Three protests requesting evidentiary and public hearings were received by the CPUC in connection with the application.  On October 3, 2003, the Administrative Law Judge and the Assigned Commissioner issued a ruling retaining the determination that hearings are not necessary.  Parties may file and serve briefs and proposed conditions not later than Wednesday, October 22, 2003.  Reply briefs may be filed and served no later than October 29, 2003.  Subsequent schedule and action is subject to the

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Administrative Law Judge’s and CPUC’s discretion.  The transaction is expected to close by the middle of 2004.

SUMMARY OF OPERATING RESULTS

Residential land sales

(Dollars in millions)

	Three Months EndedSeptember 30,											Nine Months EndedSeptember 30,
	2003					2002						2003						2002
Sales	#	Rev.		Inc.		#	Rev.		Inc.			#	Rev.		Inc.			#	Rev.		Inc
- Lots	10	$	6.7	$	4.1	217	$	36.5	$	13.5		783	$	49.2	$	21.9		949	$	77.9	$	27.4
- Prior Yr Sales/Other*		2.6		2.3			1.3		0.4				10.9		9.2				4.6		1.5
Admin**				.3					(1.6		)				(2.3		)				(2.5		)
Total	10	$	9.3	$	6.7	217	$	37.8	$	12.3		783	$	60.1	$	28.8		949	$	82.5	$	26.4

*Includes recognition of revenues and income under percentage of completion accounting, and profit and price participation from residential land sales closed in prior years.

**Includes administration, marketing and other miscellaneous expenses.

During the third quarter of 2003, 10 custom homesites were sold in the Westridge golf course community bringing the total number of Westridge custom homesites sold during the first nine months of 2003 to 24.  These custom lot sales, combined with the 759 residential lots sold in the Creekside community during the first quarter, contributed $49.2 million to revenues and $21.9 million to income under the percentage of completion method of accounting for the first nine months of 2003.

Valencia New Home Sales By All Builders*

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2003	2002	2003	2002
Number of Sales	152	153	657	849
Number of Homes in Escrow*	512	406	512	406
Number of Active Projects**/Builders	9/8	6/4	9/8	6/4

 * Homes sold on lots previously purchased from the Company

** Ten or more homes remaining to be sold

New home sales in Valencia continue to be strong with nine active projects.  Merchant builders in Valencia sold 657 new homes during the first nine months of 2003 compared to 849 new homes for the same period last year.  At September 30, 2003, merchant builders had 512 homes in escrow, compared to 406 homes in escrow at the end of the 2002 third quarter.  For the first eight months of 2003, Valencia’s

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market share of new home sales in Los Angeles County and the Santa Clarita Valley was 11% and 29% respectively, representing increases from 9% and 24% during the same time period last year.

A preview event was held for the Creekside community on October 4, 2003.  Creekside will feature approximately 759 new homes with base prices starting in the high $200,000s.  Despite the fact that model homes will not be ready until November 2003, an estimated 5,000 people came out to obtain information on Valencia’s newest community.

Resale home prices in the Santa Clarita Valley and Valencia also continue to rise.  As of September 25, 2003, the median price for a single-family residence in the Santa Clarita Valley was $393,500, a 19.3% increase over the last 12-months.

Industrial and commercial sales

(Dollars in millions)

	Three Months EndedSeptember 30,												Nine Months EndedSeptember 30,
	2003						2002						2003						2002
	Acre	Rev.		Inc.			Acre	Rev.		Inc.			Acre	Rev.		Inc.			Acre	Rev.		Inc
Industrial Land Sales	2.0	$	1.0	$	0.1		—	$	—	$	—		7.8	$	3.8	$	0.5		—	$	—	$	—
Commercial Land Sales	10.0	12.2		7.9			1.6	2.1		1.1			22.6	17.4		9.2			57.1	32.7		18.3
Prior Yr. Sales / Other*								1.2		.6				2.0		1.0				2.2		1.3
Admin**				(1.2		)				(1.6		)				(4.1		)				(4.7		)
Total	12.0	$	13.2	$	6.8		1.6	$	3.3	$	0.1		30.4	$	23.2	$	6.6		57.1	$	34.9	$	14.9

*	Includes recognition of revenues and income under percentage of completion accounting from commercial land sales closed in prior years.
**	Includes administration, marketing and other adjustments.

During the third quarter of 2003, 12 acres of commercial and industrial land were sold, which included a 7.8-acre parcel for a 188-unit apartment complex in the Bridgeport lake community.  In total, these sales contributed $13.2 million to revenues and $8.0 million in net income.  During the same period in 2002, 1.6 acres of commercial land were sold, contributing $1.2 million to revenues and $0.5 million to income.  No industrial land was sold during the third quarter of 2002.  While demand for industrial land in Valencia’s business parks remains at low levels, the industrial market is improving with a vacancy rate below 10% as of September 30, 2003 and trending downward.  At September 30, 2003, 61 acres of industrial and commercial land were in escrow for closings starting later this year.  Newhall Land has approximately 363 acres of entitled industrial land and 121 acres of entitled commercial land remaining in Valencia.

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Community Development

Community development expenses, which include Valencia and Newhall Ranch, for the quarter ended September 30, 2003 were $3.6 million compared to $5.9 million for the same period in 2002.  The reduction in community development expenses for the current quarter was due primarily to the reduction in legal expenses related to the oil and gas litigation which was settled on October 17, 2003.

A hearing before Judge Roger Randall took place on October 14, 2003 in Bakersfield, California.  The hearing was held to determine the sufficiency of the environmental documents for the Newhall Ranch Specific Plan, which were approved by the Los Angeles County Board of Supervisors on May 27, 2003.  Prior to the hearing, Ventura County withdrew from the lawsuit, citing their issues had been adequately resolved.  The judge will issue his decision within the next 90 days.  In the meantime, the Company is working on subdivision maps in several different villages and beginning to process permit applications and environmental documents.  Initial development is expected to begin in 2006.

Commercial Operations – Income-producing properties

(Dollars in millions)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2003			2002			2003			2002
Net Operating Income(1),(2)	$	4.8		$	5.6		$	15.1		$	16.7
Admin/Depreciation	(3.1		)	(2.5		)	(8.7		)	(7.4		)
Total Contribution to Income	$	1.7		$	3.1		$	6.4		$	9.3

(1)Includes NorthPark Village Square and River Oaks shopping centers, Valencia Town Center regional mall and entertainment center, retail along Town Center Drive, Hyatt Valencia and Valencia Hilton hotels, TPC at Valencia golf course, restaurants, leases, etc.

(2)Before administrative expenses and depreciation.  Net operating income is the industry-accepted performance measure for income-producing properties.  Maintenance costs are expensed as incurred.

Occupancy Rates(1):

	At September 30,
	2003		2002
Valencia Town Center Mall(2)	91	%	80	%
Entertainment Center(3)	94	%	97	%
Valencia Town Center Master Lease(4)	83	%	94	%
NorthPark/River Oaks Shopping Centers	100	%	99	%
Hotels	77	%	76	%

(1)Includes signed lease space and leases to short-term tenants.

(2)Includes approximately 329,929 sq. ft. of leasable retail space in the mall and along Town Center Drive, and 8,431 sq. ft. of office space.

(3)Includes 128,745 sq. ft. of leasable space.

(4)Includes 51,019 sq. ft. of retail space from a 12-1/2 year lease-back agreement that was part of the sale of four office buildings along Town Center Drive that closed escrow in early December 2000.

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For the three-month period ending September 30, 2003, net operating income (before administrative expenses and depreciation) and contribution to income for the Company’s income portfolio were $4.8 million and $1.7 million, respectively, compared with $5.6 million and $3.1 million, respectively, during the same period in 2002.  The decline in net operating income in the third quarter of 2003 is primarily attributable to increased operating expenses at the Valencia Town Center and both hotel properties as well as a $200,000 net operating loss at the Tournament Players Club at Valencia championship golf course, which opened on June 26, 2003.

Commercial Operations - Valencia Water Company

Valencia Water Company revenues for the three months ended September 30, 2003, were $4.7 million compared to $4.4 million in the comparable 2002 period.  Net income for the 2003 third quarter was $1.0 million, which is comparable to the results for the 2002 third quarter.  Results for the current year reflect the slight increase to Valencia Water Company’s authorized revenues, approved by the California Public Utilities Commission, which became effective in May 2003.

General and Administrative Expense

General and administrative expense for the three months ended September 30, 2003 were $5.3 million compared to $3.0 million in the third quarter of 2002.  For the nine months ended September 30, 2003 these expenses totaled $12.3 million compared to $9.3 million for the comparable 2002 period.  The increase in general and administrative expense in 2003 is primarily due to separation pay and related changes associated with the Company’s streamlining its operations in the first quarter of 2003 and expenses related to the proposed Lennar / LNR transaction.

Valencia Land Inventory Status

In Net Acres*

(As of 9/30/03)

	Unentitled	EntitledUnimproved**	EntitledImproved	Total
Commercial	30	106	15	151
Apartment	30	20	—	50
Industrial	—	302	61	363
Magic Mtn. Planning Area	403	44	4	451
Residential	199	254	34	487
- Number of lots***	627	1,759	62	2,448
Total Net Acres*	662	726	114	1,502

*Residential number of lots not included in totals.

**Number of lots includes 1,759 units for West Creek, which has been delayed due to continued legal proceedings.

***The number of residential lots and the net commercial/industrial acres may vary from the time they are entitled until the time they are marketed and sold due to market factors, merchant builder requirements and other conditions.

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Valencia Land Under Development Costs*

(In $000)

	September 30, 2003		December 31, 2002
Residential development	$	32,804	$	27,706
Industrial and commercial land development	5,733		19,722

*Represents historical cost of residential, industrial and commercial land development, including land.

Newhall Land is a premier community planner.  Its primary activities are planning the communities of Valencia and Newhall Ranch, which together form one of the nation’s most valuable landholdings.  They are located on the Company’s 34,000 acres, 30 miles north of downtown Los Angeles.

OPERATING RESULTS ATTACHED

Forward-Looking Information and Risk Factors

Except for historical matters, the matters discussed in this release are forward-looking statements that involve risks and uncertainties.  The Company has tried, wherever practical, to identify these forward-looking statements by using words like “anticipate,” “believe,” “estimate,” “project,” “expect,” “target,” “plan,” and similar expressions.  Forward-looking statements include, but are not limited to, statements about plans; opportunities; anticipated regulatory approvals; negotiations; market and economic conditions; development, construction and sales activities; and availability of financing.

You are cautioned not to place undue reliance on these forward-looking statements, which reflect current beliefs and are based on information currently available. The Company expressly undertakes no obligation to revise publicly or update these forward-looking statements to reflect future events or changes in circumstances.

These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed in or implied by these statements.  In particular, among the factors that could cause actual results to differ materially are:

•Changes in general, regional and local economic conditions and/or changes in general and local real estate markets.

•Competition in the real estate industry for residential, commercial and/or industrial land.

•Ability of buyers to obtain financing and fluctuations in interest rates.

•Successful completion of buyers’ due diligence, agreement with buyers on definitive terms or failure to close transactions.

•Occurrences such as earthquakes, weather conditions or acts of violence or terrorism that might delay or increase the cost of land development or otherwise affect economic activity generally and within the region.

•Changes in environmental laws or regulations, or liability for environmental remediation on owned or formerly owned properties that could delay or prevent development or increase the costs of development of the Company’s properties.

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•Delay in receipt of or denial of government approvals and entitlements for land, development, other political and discretionary government decisions or actions affecting the use of or access to land, or legal challenges to the issuance of approvals or entitlements.

For further information, please refer to Newhall Land’s annual report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission.

Available Information

The Company’s electronic filings with the Securities and Exchange Commission are available free of charge through a link on the Company’s website as soon as reasonably practicable after such material is electronically filed with the Commission.  The Company’s website address is www.newhall.com.

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The Newhall Land and Farming Company	Consolidated Statements of Income
	(in thousands, except per unit)
	(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Revenues
Real estate
Residential land sales	$	9,344		$	37,761		$	60,101		$	82,536
Industrial and commercial sales	13,241			3,331			23,247			34,894
Commercial operations
Income-producing properties	10,940			9,700			30,314			29,171
Valencia Water Company	4,736			4,427			10,681			10,706
	38,261			55,219			124,343			157,307
Agriculture operations	1,244			2,971			3,154			4,902
Total revenues	$	39,505		$	58,190		$	127,497		$	162,209
Contribution to income
Real estate
Residential land sales	$	6,722		$	12,338		$	28,794		$	26,403
Industrial and commercial sales	6,841			121			6,637			14,857
Community development	(3,581		)	(5,933		)	(10,040		)	(13,652		)
Commercial operations
Income-producing properties	1,715			3,121			6,449			9,300
Valencia Water Company	1,048			981			1,681			2,157
	12,746			10,628			33,521			39,065
Agriculture operations	399			(296		)	993			(29		)
General and administrative expense	(5,262		)	(2,980		)	(12,299		)	(9,329		)
Operating income	7,882			7,352			22,215			29,707
Interest and other, net	(948		)	(685		)	(2,157		)	(2,542		)
Income before cumulative effect of change in accounting principle	6,934			6,667			20,058			27,165
Cumulative effect of change in accounting principle	(4,119		)	—			(4,119		)	—
Net income	$	2,815		$	6,667		$	15,939		$	27,165
Net income per unit
Income before cumulative effect of change in accounting principle	$	0.29		$	0.28		$	0.86		$	1.13
Cumulative effect of change in accounting principle	(0.17		)	—			(0.18		)	—
Net income	$	0.12		$	0.28		$	0.68		$	1.13
Net income per unit - diluted
Income before cumulative effect of change in accounting principle - diluted	$	0.29		$	0.27		$	0.84		$	1.11
Cumulative effect of change in accounting principle - diluted	(0.17		)	—			(0.17		)	—
Net income - diluted	$	0.12		$	0.27		$	0.67		$	1.11
Weighted average number of units used in computing per unit amounts:
Net income per unit	23,600			24,013			23,388			24,100
Net income per unit - diluted	24,131			24,286			23,766			24,486
Cash distributions per unit
Regular	$	0.10		$	0.10		$	0.30		$	0.30
Special	—			—			—			0.13

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The Newhall Land and Farming Company	Consolidated Balance Sheets
	(in thousands)

	September 30, 2003			December 31, 2002
	(Unaudited)
ASSETS
Cash and cash equivalents	$	68,793		$	25,403
Accounts and notes receivable	8,356			6,131
Land under development	38,537			47,428
Land held for future development	19,053			19,154
Income-producing properties, net	170,550			159,971
Property and equipment, net	78,503			76,449
Investment in joint venture	1,366			1,199
Other assets and deferred charges	28,648			23,890
	$	413,806		$	359,625
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable	$	42,642		$	35,948
Accrued expenses	57,830			43,119
Deferred revenues	29,818			22,696
Mortgage and other debt	65,118			60,037
Advances and contributions from developers for utility construction	40,131			38,490
Other liabilities	24,417			23,639
Minority interest in consolidated entity	4,119			—
Total liabilities	264,075			223,929
Partners’ capital
23,913 units outstanding, excluding 12,859 units in treasury (cost-$325,157), at September 30, 2003 and 23,518 units outstanding, excluding 13,254 units in treasury (cost-$330,358), at December 31, 2002	151,009			136,974
Accumulated other comprehensive income	(1,278		)	(1,278		)
	149,731			135,696
	$	413,806		$	359,625

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The Newhall Land and Farming Company	Consolidated Statements of Cash Flows
	(in thousands)
	(Unaudited)

	Nine Months Ended September 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	15,939		$	27,165
Adjustments to reconcile net income to net cash used in operating activities:
Cumulative effect of change in accounting principle	4,119			—
Depreciation and amortization	9,763			8,561
Increase in land development inventories	(31,830		)	(68,412		)
Cost of sales and other inventory changes	40,823			70,739
(Increase) decrease in accounts and notes receivable	(2,225		)	3,106
Increase in accounts payable and accrued expenses	21,405			10,466
Increase in deferred revenues	7,122			20,519
Cost of property sold	1,537			127
Other, net	(4,051		)	673
Net cash provided by operating activities	62,602			72,944
CASH FLOWS FROM INVESTING ACTIVITIES
Development of income-producing properties	(19,015		)	(11,968		)
Purchase of property and equipment	(4,906		)	(6,802		)
Investment in joint venture	(167		)	(509		)
Net cash used in investing activities	(24,088		)	(19,279		)
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions paid	(7,048		)	(10,398		)
Increase in lines of credit/VTC revolver	—			(23,700		)
Increase (decrease) in mortgage and other debt	5,081			(2,930		)
Increase in advances and contributions from developers for utility construction	1,641			4,185
Purchase of partnership units	(8,787		)	(14,959		)
Issuance of partnership units	13,988			2,406
Net cash provided by (used in) financing activities	4,875			(45,396		)
Net increase in cash and cash equivalents	43,390			8,269
Cash and cash equivalents, beginning of period	25,403			3,050
Cash and cash equivalents, end of period	$	68,793		$	11,319

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EX-99.3

Exhibit 99.3

Conference Call Transcript

Q3 2003 Newhall Land Earnings Conference Call

October 22, 2003 11:00 p.m. ET

CORPORATE PARTICIPANTS

Gary Cusumano

Newhall Land - President and CEO

Don Kimball

Newhall Land - Vice President and CFO

CONFERENCE CALL PARTICIPANTS

Allan Greenberg

CIBC

Shelley Weinstein

Oppenheimer

PRESENTATION

Operator

Good morning and welcome, ladies and gentlemen, to the Newhall Land third quarter earnings release.  At this time I would like to inform you that this conference is being recorded and that all participants are in a listen only mode.  At the request of the company, we will open up the conference for questions and answers following the presentation.  I will now turn the conference over to Marlee Loffer [sp]

Marlee Loffer

Good morning, everyone, and thank you for joining us to discuss Newhall Land’s third quarter results.  With us today are Gary Cusumano, President and Chief Executive Officer; and Don Kimball, Vice President and Chief Financial Officer.  If you have not yet received a copy of our press release, you may download it from our web site at newhall.com or you can call our office at 661-255-4064 and we will fax one out to you right away.

In a moment we will be providing you with a discussion of some of the factors we currently anticipate may influence our results going forward.  Before doing so, I want to emphasize that our discussion is based on projections and that any projection involves judgment and that individual judgments may vary.  The projections on which our comments today are based and the factors that we currently identify as influencing those projections

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represent only the views of certain members of management.  Moreover, those projections are made on limited information available to us now, which is subject to change.  It should be clearly understood that the internal projections on which we base our guidance today and our perception of the factors influencing those projections are likely to change.  And we will not inform you when they do.  Our company policy is to provide public guidance only during the public conference calls.  We do not update that guidance until the next scheduled call.  Actual results may differ substantially from what we say today and no one should assume later in the quarter that the comments we provide today are still valid.  We speak only as of today, October 22nd.  Further information about risk factors can be found in our most recent filings with the SEC, including the risk factor section in our most recent 10K.  I would also like to add that any redistribution, any retransmission or rebroadcast of this call in any form without the express written consent of Newhall Land is prohibited.  With all that said, I will now turn the meeting over to Gary Cusumano.  Gary?

Gary Cusumano - Newhall Land - President and CEO

Thank you, Marlee, and good morning, everybody and welcome to our third quarter conference call.  Our efforts in the third quarter were focused really in two areas.  First, we continue to concentrate on our core business of entitling land and preparing it for sale.  Second, we are busy attending to the details of our announced plan of merger with the Lennar LNR venture.  In today’s call I will discuss our financial results of the third quarter and the major contributors to those results.  I’ll also briefly comment on the status of Newhall Ranch and our outlook for the remainder of 2003.  In addition, I will conclude with an update of our announced merger.  Don Kimball will discuss a new accounting rule that has impacted our third quarter results.  Then Don and I will answer any questions you may have.

First, let me summarize our financial results.  In the third quarter the company had revenues of 39.5 million compared to 58.2 million reported for the third quarter of 2002.  Net income in the third quarter was 2.8 million, or 12 cents per unit compared to 6.7 million, or 27 cents per unit in 2002.  Major contributors to third quarter results were the sale of 10 custom home sites on the Westridge Golf Course Community, 12 acres of commercial and industrial land which included a high margin 7.8 acre apartment site, operations from the company’s income producing portfolio and continued recognition of revenues and income under percentage of completion accounting for residential land sales closed in previous periods.  Combined, these activities contributed 31.2 million to revenues and 15.3 million to net income during the third quarter.

In addition, the company adopted a new accounting rule which resulted in a non-cash charge to income of 4.1 million in the third quarter, which Don will address in just a few minutes.

In comparison, the major contributors in the third quarter of 2002 were the sales of 217 residential lots in the Westridge Community which contributed 34.5 million to revenues and 13 million to net income.

Now, let me bring you up to date on the status of Newhall Ranch.  As previously reported on May 27th, the Los Angeles Board of Supervisors approved the General Plan Amendment and Final Environmental Impact Report relating to the Newhall Ranch specific plan.  This approval was an important milestone in the entitlement process for the project in that it allowed us to go back to the judge in Kern County for a determination as to whether or not the final documents met the requirements set out in the Order that returned the project to the Los Angeles County Board of Supervisors.  A hearing before the judge in Kern County took place on October 14th.  Prior to the hearing, Ventura County withdrew from the lawsuit, explaining that their issues had been adequately resolved.  The Judge listened to arguments by the company and the remaining opposition and will issue his decision within 90 days from October 14th.  In the meantime, we continue to work on developing subdivision maps in several different villages and have started to process permit applications and environmental documents.  Initial development is expected to begin in 2006.

I’d like to now comment on our outlook.  On October 17, 2003 the company reached a definitive settlement agreement with the defendants in an oil and gas

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lawsuit, which was initiated by the company in early 2001.  In addition to addressing the level of restoration and remediation, timing of performance and financial security to assure completion, the company received a cash payment of 8.875 million on October 17th for partial reimbursement of its expenses incurred in pursuing the lawsuit.  As a result of the cash payment received under the terms of the Settlement Agreement and projected results of the balance of the year, the company expects net income for 2003 to range from $1.35 to $1.45 per unit.  This is an increase over the previously reported range of $1.15 to $1.25.

The new estimate reflects the forecasted sale of about 793 residential lots with an estimated combined sales price of approximately 67 million.  At the end of the third quarter, 783 lots had closed to escrow.  We expect to sell up to 56 acres of commercial and industrial land this year with a combined sales price of 44 million.  At the end of the third quarter, the company had closed approximately 30 acres of commercial and industrial land.   Our income portfolio is expected to generate approximately 20 to 21 million in net operating income and 8 million in net income after deductions for administrative expenses and depreciation.

Now as for the status of our proposed plan of merger with the Lennar and LNR venture, here’s the latest information. We signed the agreement on July 21, 2003.  Due diligence was successfully completed on September 4th and a $25 million deposit was placed in escrow by the Lennar and LNR venture under the terms of the agreement.  The Hart-Scott-Rodino Act waiting period has expired.  The transaction remains subject to approval of Newhall Land’s unit holders, approval by the California Public Utilities  Commission on the change and control of the company’s wholly-owned subsidiary, Valencia Water Company, and customary closing conditions.  As for the approval of our unit holders, on or about September 25, 2003, a proxy statement regarding the proposed transaction was mailed to unit holders of record as of September 22, 2003.  A special meeting of unit holders will be held on November 6th at 10:30 a.m. at the Crown Plaza Hotel near Los Angles International Airport.  At the meeting, unit holders will be asked to vote on a proposal to approve the principal terms of the agreement.

Now as for the approval by the California Public Utilities Commission, the application for change of control for Valencia Water was filed on August 18th.  On October 3rd, the Administrative Law Judge and the assigned Commissioner issued a ruling retaining the determination that hearings are not necessary.  Parties may file and serve Briefs, proposed conditions not later than very early November. The reason I don’t have an exact date on that is because that date is being resolved as we speak.  But we expect the final filings on the briefs due sometime very early November.  The subsequent schedule and action, of course, is subject to the Administrative Law Judge’s discretion.  While we expect the transaction will close by the middle of 2004, I can assure you we are working very diligently to expedite this process.  However, I must say that the action by the California Public Utilities Commission remains subject to the Commission’s discretion.  With that, I’ll turn it over to Don to talk just very briefly on this accounting change and then we’ll open it up for questions.

Don Kimball - Newhall Land - Vice President and CFO

Good morning, everyone.  Statement of  Financial Accounting Standards number 150 addresses accounting issues for minority interests in limited life partnerships included in the company’s consolidated financial statements. Under this new accounting standard which just became effective for the third quarter of 2003, we were required to record the minority interest held by Valencia Town Center’s limited partner at its estimated fair value at September 30th.  Under the previous accounting rules, such minority interests were reflected at historical cost, which for Valencia Town Center’s limited partner was zero.  This resulted in the company recording a $4.1 million, or 17 cent per unit, non-cash charge to income in the current third quarter.  As you can see, our financial statements for the period, discharge is reflected as a cumulate effect of a change in accounting principle just before net income. And for future periods, any change in the estimated fair value of the limited partner’s interest also will flow through the income statement.  It’s

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worth emphasizing that this $4.1 million charge is a non-cash entry that will likely only be realized in the event the mall is ever sold, and at which time the company would realize a significant cash inflow and gain from the sale.  Also, we have reviewed other partnerships and joint ventures with the company and there’s no such impact under this statement number 150.

Gary Cusumano - Newhall Land - President and CEO

OK.  We’ll open it up for questions.  Leah?

QUESTION AND ANSWER

Operator

Thank you, sir.  The question and answer session will begin at this time.  If you are using a speakerphone, please pick up the handset before pressing the numbers.  Should you have a question, please press star one on your pushbutton telephone, at this time.  If you wish to withdraw your question, please press star two.  Your question will be taken in order it is received.  Please stand by for your first question.  As a reminder ladies and gentlemen, if you do have a question please press star one on your pushbutton telephones at this time.  Our first question comes from Allan Greenberg of CIBC.

Allan Greenberg - CIBC

Hi, good morning.

Gary Cusumano - Newhall Land - President and CEO

Hi, Allan.

Allan Greenberg - CIBC

Hi.  One question on the schedule with the California CPUC, once they lay the schedule out, is that firm once - I mean when do they decide whether or not they need to have hearings?  When is that definitive?

Gary Cusumano - Newhall Land - President and CEO

Let me see if I can kind of summarize how this works.  First of all, they have made a ruling that they do not need hearings on October 3rd and we’re very pleased with that ruling.  So what that says is at least we do not have to go through the hearing process.  However, unfortunately the process does not lay out a very specific dated schedule.  What will happen as we proceed is we’re expecting the Administrative Law Judge to issue what would be called a draft or preliminary ruling, and she could do that any time from now over the next, who knows.   There really is no time limit but we’re expecting hopefully a preliminary draft ruling maybe within the next 30 days. And then both the organizations that are commenting have an opportunity, as well as ourselves, to comment on that preliminary or draft ruling. And then the Administrative Law Judge takes it under submission and she would issue what we would call somewhat, kind of like a final ruling.  Then there’s a period of time in which both parties have an opportunity to comment on her final ruling.  And then it would be scheduled to be heard at the Commission.  And at that time then the Commission would have the opportunity to either act on it, ask for more information, continue it or whatever they so choose.  I know that’s maybe somewhat ambiguous but unfortunately that’s what the process is, Allan.

Allan Greenberg - CIBC

Thank you.

Operator

As a final reminder, should you have a question, please press star 1 on your pushbutton telephone.

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Gary Cusumano - Newhall Land - President and CEO

Well Leah?

Operator

Our next question comes from Shelley Weinstein of Oppenheimer.

Shelley Weinstein - Oppenheimer

Hey, good morning, Gary.

Gary Cusumano - Newhall Land - President and CEO

Shelley, how are you?

Shelley Weinstein - Oppenheimer

I’m fine and how are you guys doing?

Gary Cusumano - Newhall Land - President and CEO

Good actually.

Don Kimball - Newhall Land - Vice President and CFO

Hi, Shelley.

Shelley Weinstein - Oppenheimer

Hi, Don.  A very quick question, I haven’t asked one in a long time, is could you just go, say one more time about Ventura  County and what do you see the significance of that, I assume you said withdrawal?

Gary Cusumano - Newhall Land - President and CEO

Shelley, we’re extremely pleased with their decision to withdraw.  There were what we term to be four public agencies involved in the lawsuit when we stated this process.  It was the Attorney General’s office, it was the County of Ventura, it was the City of Fillmore, and United Water and then of course, the environmental groups.  We’re very, very pleased with the fact that we have worked out our differenced with all four public agencies and are now finding ourselves dealing with the three environmental groups. And so we’re very optimistic that that will help us in coming to a positive resolution when this Kern County judge decides to issue his ruling.

Shelley Weinstein - Oppenheimer

Thank you.

Operator

If there are no further questions, I will now turn the conference back to Gary Cusumano.

Gary Cusumano - Newhall Land - President and CEO

Well great.  I appreciate everybody listening in.  Feel free to call if you have any questions.  I can assure you we’re very focused on what I said at the beginning, and that is entitling and delivering our land and ensuring that we move this Lennar LNR opportunity forward as quickly as we can.  Thank you.

Operator

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Ladies and gentlemen, this concludes our conference today.  Thank you all for participating and have a nice day.  All parties may now disconnect.

END

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