STATE OF CALIFORNIA GRAY DAVIS, Governor

PUBLIC UTILITIES COMMISSION

505 VAN NESS AVENUE

SAN FRANCISCO, CA 94102-3298

November 14, 2003 Agenda ID #2973

TO: PARTIES OF RECORD IN APPLICATION 03-08-014

This is the draft decision of Administrative Law Judge Bushey. It will not appear on the Commission's agenda for at least 30 days after the date it is mailed. The Commission may act then, or it may postpone action until later.

When the Commission acts on the draft decision, it may adopt all or part of it as written, amend or modify it, or set it aside and prepare its own decision. Only when the Commission acts does the decision become binding on the parties.

Parties to the proceeding may file comments on the draft decision as provided in Article 19 of the Commission's "Rules of Practice and Procedure." These rules are accessible on the Commission's website at http://www.cpuc.ca.gov. Pursuant to Rule 77.3 opening comments shall not exceed 15 pages. Finally, comments must be served separately on the ALJ and the assigned Commissioner, and for that purpose I suggest hand delivery, overnight mail, or other expeditious method of service.

/s/ Angela K. Minkin

Angela K. Minkin, Chief

Administrative Law Judge

ANG: avs

ALJ/MAB/avs DRAFT Agenda ID #2973

Ratesetting

Decision DRAFT DECISION OF ALJ BUSHEY (Mailed 11/14/2003)

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Application of Lennar Corporation, LNR Property Corporation, LNR NWHL Holdings, Inc., NWHL Investment LLC, NWHL GP LLC, NWHL Acquisition, L.P., the Newhall Land and Farming Co., and Valencia Water Company (U342-W) for authorization of Lennar Corporation, LNR Property Corporation, LNR NWHL Holdings, Inc., NWHL Investment LLC, NWHL GP LLC to acquire control over Valencia Water Company.

Application 03-08-014 (Filed August 18, 2003)

OPINION CONDITIONALLY APPROVING APPLICATION

Summary

In this decision we conditionally approve the transfer of indirect control of Valencia Water Company (Valencia) from Newhall Land and Farming Company (Newhall) to Lennar Corporation (Lennar) and LNR Property Corporation (LNR).