Tejon Ranch (TRC) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

TEJON RANCH CO. AND SUBSIDIARIES

Unaudited Pro Forma Information

Contents

Introduction	1
Unaudited Pro Forma Combined Balance Sheet as of June 30, 2014	2
Unaudited Pro Forma Combined Statements of Operations for the six months ended June 30, 2014	3
Unaudited Pro Forma Combined Statements of Operations for the year ended December 31, 2013	4

TEJON RANCH CO. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

On July 16, 2014, Tejon Ranch Co. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) disclosing that on July 15, 2014, Tejon Ranchcorp (“TRC”), a wholly-owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Agreement”), with DMB TMV LLC, (“DMB”), pursuant to which DMB agreed to sell its membership interest in Tejon Mountain Village LLC (“TMV LLC”) to TRC for $70,000,000 in cash (“Purchase Price”). The transaction contemplated by the Agreement closed simultaneously with the signing of the Agreement on July 15, 2014.

Pursuant to the Agreement, TRC paid DMB an initial payment of $10,000,000 in cash on July 15, 2014 and both parties executed an Assignment and Assumption of Membership Interest pursuant to which DMB transferred 100% of its membership interest in TMV LLC to TRC. TRC is required to pay DMB the remaining $60,000,000 of the Purchase Price on or before October 13, 2014, but has a one-time right to extend the final payment due date by thirty days. In the event TRC fails to pay the remaining $60,000,000 of the Purchase Price before the final payment due date (as such date may be extended), the Agreement, any related agreements and the transactions contemplated thereby will be void, DMB will continue to be a member of TMV LLC and DMB will have the right to retain the initial payment of $10,000,000.

The following unaudited pro forma condensed combined financial information of the Company presents the combined results of operations and financial position as they may have appeared had the acquisition and financing transactions described above occurred January 1, 2013.

The unaudited pro forma financial information are provided for illustrative purposes only and does not purport to present what the actual results of operations would have been had all the transactions actually occurred on the date indicated, nor does it purport to represent results of operations for any future period or financial position for any future date. This information does not reflect any cost savings or other benefits that may be obtained among the operations of the Company.

The unaudited pro forma combined financial information have been derived from and should be read together with the historical consolidated financial statements and notes of the Company and the historical financial statements of TMV LLC, both prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for the years ended December 31, 2013 and six months ended June 30, 2014.

TEJON RANCH CO. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

JUNE 30, 2014

($ in thousands)

	Tejon Ranch Co. Historical			TMV LLC Historical			Pro Forma Adjustments			Eliminations				Tejon Ranch Co. Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		1,898			365			12	A		—				2,275
Marketable securities - available for sale		52,844			—			—			—				52,844
Accounts receivable		4,958			—			—			—				4,958
Inventories		8,570			—			—			—				8,570
Prepaid expenses and other current assets		7,675			—			—			—				7,675
Deferred tax assets		637			—			—			—				637
Total Current Assets		76,582			365			12			—				76,959
Property and equipment - net depreciation		154,373			101,393			—							255,766
Investments in unconsolidated joint ventures		73,722			—			70,035	B		(101,548	)	D		42,209
Long-term water assets		46,025			—			—			—				46,025
Long-term deferred tax assets		1,591			—			—			—				1,591
Other Assets		1,721			—			—			—				1,721
TOTAL ASSETS		354,014			101,758			70,047			(101,548	)			424,271
LIABILITIES AND EQUITY
Current Liabilities:
Trade accounts payable		2,699			85			16	C						2,800
Accrued liabilities and other		2,545			195			—			—				2,740
Deferred income		792			—			—			—				792
Short term debt and current portion of long-term debt		10,439			—			—			—				10,439
Total Current Liabilities		16,475			280			16			—				16,771
Long-term debt, less current portion		4,338			—			70,000	E		—				74,338
Long-term deferred gains		2,248			—			—			—				2,248
Other liabilities		6,511			—			—			—				6,511
Pension liability		1,053			—			—			—				1,053
Total liabilities		30,625			280			70,016			—				100,921
Equity:
Tejon Ranch Co. Stockholders’ Equity
Common stock		10,293			—			—			—				10,293
Additional paid-in capital		211,930			101,548			—			(101,548	)	D		211,930
Accumulated other comprehensive loss		(3,203	)		—			—			—				(3,203	)
Retained earnings		64,772			(70	)		31							64,733
Total Tejon Ranch Co. Stockholers’ equity		283,792			101,478			31			(101,548	)			283,753
Non-controlling interest		39,597													39,597
Total equity		323,389			101,478			31			(101,548	)			323,350
TOTAL LIABILITIES AND EQUITY		354,014			101,758			70,047			(101,548	)			424,271

A Represents reversal of audit fees for stand alone TMV financials statements required by partnership.

B Represents $70 million purchase of TMV interests and reversal of equity in losses related to TMV.

C Represents tax effect of adjustments at effective tax rate of 34%.

D Represents elimination of investment in TMV and related equity balance.

E Represents debt incurred for purchase of TMV interest.

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TEJON RANCH CO. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2014

($ in thousands, except for per share amounts)

	Tejon Ranch Co. Historical			TMV LLC Historical			Pro Forma Adjustments				Tejon Ranch Co. Pro Forma
Revenues:
Real Estate - commercial/industrial		5,495			—			—				5,495
Real Estate - resort/residential		587			—			—				587
Mineral resources		4,705			—			—				4,705
Farming		4,366			—			—				4,366
Total Revenues		15,153			—			—				15,153
Costs and Expenses:
Real Estate - commercial/industrial		6,647			—			—				6,647
Real Estate - resort/residential		1,573			70			(12	)	A		1,631
Mineral resources		227			—			—				227
Farming		2,870			—			—				2,870
Corporate expenses		6,032			—			—				6,032
Total Expenses		17,349			70			(12	)			17,407
Operating Income(Loss)		(2,196	)		(70	)		12				(2,254	)
Other Income:
Income from water sales		3,179			—			—				3,179
Investment income		383			—			—				383
Other Income		47			—			—				47
Total Other Income		3,609			—			—				3,609
Income from operations before equity in earnings of unconsolidated joint ventures		1,413			(70	)		12				1,355
Equity in earnings of unconsolidated joint ventures, net		1,586			—			35		B		1,621
Income before income tax expense(benefit)		2,999			(70	)		47				2,976
Income tax expense(benefit)		1,020			—			16		C		1,036
Net Income		1,979			(70	)		31				1,940
Net loss attributable to non-controlling interest		(8	)		—			—				(8	)
Net income attributable to common stockholders		1,987			(70	)		31				1,948
Net income per share attributable to common stockholders, basic		0.10										0.09
Net income per share attributable to common stockholders, diluted		0.10										0.09

A Represents reversal of audit fees for stand alone TMV financials statements required by partnership.

B Represents reversal of equity in losses related to TMV.

C Represents tax effect of adjustments at effective tax rate of 34%.

3

TEJON RANCH CO. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

($ in thousands, except for per share amounts)

	Tejon Ranch Co. Year ended Historical			TMV LLC Historical			Pro Forma Adjustments				Tejon Ranch Co. Pro Forma
Revenues:
Real Estate - commercial/industrial		11,148			—			—				11,148
Real Estate - resort/residential		1,266			—			—				1,266
Mineral resources		10,242			—			—				10,242
Farming		22,682			—			—				22,682
Total Revenues		45,338			—			—				45,338
Costs and Expenses:
Real Estate - commercial/industrial		12,902			—			—				12,902
Real Estate - resort/residential		3,351			117			(17	)	A		3,451
Mineral resources		462			—			—				462
Farming		14,806			—			—				14,806
Corporate expenses		12,641			—			—				12,641
Total Expenses		44,162			117			(17	)			44,262
Operating Income(Loss)		1,176			(117	)		17				1,076
Other Income:
Investment income		941			—			—				941
Interest income(expense)		—			—			—				—
Other Income		66			—			—				66
Total Other Income		1,007			—			—				1,007
Income from operations before equity in earnings of unconsolidated joint ventures		2,183			(117	)		17				2,083
Equity in earnings of unconsolidated joint ventures, net		4,006			—			59		B		4,065
Income before income tax expense(benefit)		6,189			(117	)		76				6,148
Income tax expense(benefit)		2,086			—			24		C		2,110
Net Income		4,103			(117	)		52				4,038
Net loss attributable to non-controlling interest		(62	)		—			—				(62	)
Net income attributable to common stockholders		4,165			(117	)		52				4,100
Net income per share attributable to common stockholders, basic		0.21										0.20
Net income per share attributable to common stockholders, diluted		0.20										0.20

A Represents reversal of audit and tax fees for stand alone TMV financials statements required by partnership.

B Represents reversal of equity in losses related to TMV.

C Represents tax effect of adjustments at effective tax rate of 31%.

4