<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000


<TABLE>
<CAPTION>
   COMMISSION           REGISTRANT AND STATE OF INCORPORATION           IRS EMPLOYER
    FILE NO.                ADDRESS AND TELEPHONE NUMBER             IDENTIFICATION NO.
------------------  ----------------------------------------------  ---------------------
<S>                 <C>                                             <C>
    333-47647               American States Water Company                95-4676679
                              (A California Corporation)
                             630 East Foothill Boulevard
                          San Dimas, California 91773-9016
                                    909-394-3600

    000-01121             Southern California Water Company              95-1243678
                              (A California Corporation)
                             630 East Foothill Boulevard
                          San Dimas, California 91773-9016
                                    909-394-3600
</TABLE>


Indicate by check mark whether 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 Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                American States Water Company      Yes [x] No [ ]
                Southern California Water Company  Yes [x] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

    As of May 5, 2000, the number of Common Shares outstanding, No Par Value
  with Stated Value of $2.50, of American States Water Company was 8,957,671,
             all of which are listed on the New York Stock Exchange.

    As of May 5, 2000, all of the 100 outstanding Common Shares of Southern
      California Water Company are owned by American States Water Company.


<PAGE>   2


                          AMERICAN STATES WATER COMPANY
                                       AND
                        SOUTHERN CALIFORNIA WATER COMPANY
                                    FORM 10-Q
                                      INDEX

<TABLE>
<CAPTION>
                                                                                          PAGE NO.
                                                                                          --------
<S>                                                                                       <C>
PART I     FINANCIAL INFORMATION

Item 1:    Financial Statements                                                                 1

           Consolidated Balance Sheets of American States Water Company as of
           March 31, 2000 and December 31, 1999                                             2 - 3

           Consolidated Statements of Income of American States Water Company for
           the Three Months Ended March 31, 2000 and March 31, 1999                             4

           Consolidated Statements of Income of American States Water Company for
           the Twelve Months Ended March 31, 2000 and March 31, 1999                            5

           Consolidated Statements of Cash Flow of American States Water Company for
           the Three Months Ended March 31, 2000 and March 31, 1999                             6

           Consolidated Balance Sheets of Southern California Water Company as of
           March 31, 2000 and December 31, 1999                                             7 - 8

           Consolidated Statements of Income of Southern California Water Company for
           the Three Months Ended March 31, 2000 and March 31, 1999                             9

           Consolidated Statements of Income of Southern California Water Company for
           the Twelve Months Ended March 31, 2000 and March 31, 1999                           10

           Consolidated Statements of Cash Flow of Southern California Water Company for
           the Three Months Ended March 31, 2000 and March 31, 1999                            11

           Notes to Financial Statements                                                  12 - 14

Item 2:    Management's Discussion and Analysis of Financial Condition and Results of
           Operation                                                                      15 - 29

Item 3:    Quantitative and Qualitative Disclosures About Market Risks                         29

PART II    OTHER INFORMATION

Item 1:    Legal Proceedings                                                              29 - 31

Item 2:    Changes in Securities                                                               31

Item 3:    Defaults Upon Senior Securities                                                     31

Item 4:    Submission of Matters to a Vote of Security Holders                            31 - 32

Item 5:    Other Information                                                                   32

Item 6:    Exhibits and Reports on Form 8-K                                                    32
</TABLE>


                                       i
<PAGE>   3

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

        General

                The basic financial statements included herein have been
prepared by Registrant, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.

                Certain information and footnote disclosures normally included
in financial statements, prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to such rules and
regulations, although Registrant believes that the disclosures are adequate to
make the information presented not misleading. In the opinion of management, all
adjustments necessary for a fair statement of results for the interim period
have been made.

                It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto in the latest Annual
Report on Form 10-K of American States Water Company.

        Filing Format

                This quarterly report on Form 10-Q is a combined report being
filed by two separate Registrants: American States Water Company (hereinafter
"AWR") and Southern California Water Company (hereinafter "SCW"). For more
information, please see Note 1 to the Notes to Financial Statements and the
heading entitled General in Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operation. References in this report to
"Registrant" are to AWR and SCW, collectively unless otherwise specified. SCW
makes no representations as to the information contained in this report relating
to AWR and its subsidiaries, other than SCW.


                                       1
<PAGE>   4

                          AMERICAN STATES WATER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS


<TABLE>
<CAPTION>
                                                     March 31,     December 31,
                                                       2000            1999
                                                   -----------     ------------
                                                   (Unaudited)

UTILITY PLANT, at cost                                   (in thousands)
<S>                                                <C>             <C>
  Water ......................................      $ 537,558       $ 532,007
  Electric ...................................         36,349          36,349
                                                    ---------       ---------
                                                      573,907         568,356
  Less - Accumulated depreciation ............       (156,000)       (151,733)
                                                    ---------       ---------
                                                      417,907         416,623
  Construction work in progress ..............         37,736          32,972
                                                    ---------       ---------
                                                      455,643         449,595
                                                    ---------       ---------
OTHER PROPERTY AND INVESTMENTS ...............         11,486          10,583
                                                    ---------       ---------
CURRENT ASSETS
  Cash and cash equivalents ..................          1,994           2,189
  Accounts receivable -
    Customers, less reserves of $575
      in 2000 and $487 in 1999 ...............          7,054          10,135
    Other ....................................          5,051           4,347
  Unbilled revenue ...........................         10,113          11,345
  Materials and supplies, at average cost ....          1,165           1,153
  Supply cost balancing accounts .............          5,840           4,774
  Prepayments and other ......................          4,571           4,851
  Accumulated deferred income taxes - net ....          6,169           5,546
                                                    ---------       ---------
                                                       41,957          44,340
                                                    ---------       ---------
DEFERRED CHARGES
  Regulatory tax-related assets ..............         19,550          19,941
  Other deferred charges .....................          9,228           8,722
                                                    ---------       ---------
                                                       28,778          28,663
                                                    ---------       ---------
                                                    $ 537,864       $ 533,181
                                                    =========       =========
</TABLE>

The accompanying notes are an integral part of these financial


                                       2
<PAGE>   5

                          AMERICAN STATES WATER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                         CAPITALIZATION AND LIABILITIES



<TABLE>
<CAPTION>
                                                   March 31,     December 31,
                                                     2000           1999
                                                  -----------    ------------
                                                  (Unaudited)

                                                       (in thousands)
<S>                                               <C>            <C>
CAPITALIZATION
  Common shareholders' equity ................      $158,852      $158,846
  Preferred shares ...........................         1,600         1,600
  Preferred shares subject to mandatory
    redemption requirements ..................           360           360
  Long-term debt .............................       167,332       167,363
                                                    --------      --------
                                                     328,144       328,169
                                                    --------      --------
CURRENT LIABILITIES
  Notes payable to banks .....................        25,000        21,000
  Long-term debt and preferred shares
    due within one year ......................           340           340
  Accounts payable ...........................         9,594        13,777
  Taxes payable ..............................         7,611         5,432
  Accrued interest ...........................         3,388         1,584
  Other accrued liabilities ..................        11,857        12,832
                                                    --------      --------
                                                      57,790        54,965
                                                    --------      --------
OTHER CREDITS
  Advances for construction ..................        58,801        57,485
  Contributions in aid of construction .......        39,145        38,895
  Accumulated deferred income taxes - net ....        48,694        48,302
  Unamortized investment tax credits .........         3,042         3,064
  Regulatory tax-related liability ...........         1,850         1,861
  Other ......................................           398           440
                                                    --------      --------
                                                     151,930       150,047
                                                    --------      --------
                                                    $537,864      $533,181
                                                    ========      ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   6

                          AMERICAN STATES WATER COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE THREE MONTHS
                          ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                              MARCH 31,
                                                        ---------------------
                                                         2000          1999
                                                        -------       -------
                                                        (in thousands, except
                                                          per share amounts)
<S>                                                     <C>           <C>
OPERATING REVENUES
    Water ........................................      $34,587       $32,213
    Electric .....................................        4,011         3,873
    Other ........................................          151            46
                                                        -------       -------
                                                         38,749        36,132
                                                        -------       -------
OPERATING EXPENSES
    Water purchased ..............................        7,555         6,948
    Power purchased for pumping ..................        1,461         1,442
    Power purchased for resale ...................        1,975         1,191
    Groundwater production assessment ............        2,253         1,710
    Supply cost balancing accounts ...............       (1,067)         (474)
    Other operating expenses .....................        3,887         3,538
    Administrative and general expenses ..........        5,913         6,384
    Depreciation .................................        3,802         3,510
    Maintenance ..................................        2,557         2,138
    Taxes on income ..............................        2,412         2,267
    Other taxes ..................................        1,799         1,624
                                                        -------       -------
                                                         32,547        30,278
                                                        -------       -------
    Operating income .............................        6,202         5,854
OTHER INCOME/(LOSS) ..............................           13            99
                                                        -------       -------
    Income before interest charges ...............        6,215         5,953
INTEREST CHARGES .................................        3,320         2,976
                                                        -------       -------
NET INCOME .......................................        2,895         2,977
DIVIDENDS ON PREFERRED SHARES ....................          (22)          (22)
                                                        -------       -------
EARNINGS AVAILABLE FOR COMMON SHAREHOLDERS .......      $ 2,873       $ 2,955
                                                        =======       =======
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING ....        8,958         8,958
                                                        =======       =======
Basic Earnings Per Common Share ..................      $  0.32       $  0.33
                                                        =======       =======
Dividends Declared Per Common Share ..............      $  0.32       $  0.32
                                                        =======       =======
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   7

                          AMERICAN STATES WATER COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE TWELVE MONTHS
                          ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           TWELVE MONTHS ENDED
                                                                MARCH 31,
                                                         -----------------------
                                                           2000           1999
                                                         --------       --------
                                                          (in thousands, except
                                                            per share amounts)
<S>                                                      <C>            <C>
OPERATING REVENUES
    Water .........................................      $162,068       $140,840
    Electric ......................................        13,475         13,284
    Other .........................................           495            112
                                                         --------       --------
                                                          176,038        154,236
                                                         --------       --------
OPERATING EXPENSES
    Water purchased ...............................        36,751         32,512
    Power purchased for pumping ...................         7,413          7,145
    Power purchased for resale ....................         7,903          4,817
    Groundwater production assessment .............         7,713          7,797
    Supply cost balancing accounts ................        (1,065)          (129)
    Other operating expenses ......................        15,942         14,739
    Administrative and general expenses ...........        28,128         23,006
    Depreciation ..................................        13,942         13,073
    Maintenance ...................................        10,218          7,613
    Taxes on income ...............................        13,490         10,928
    Other taxes ...................................         6,741          6,203
                                                         --------       --------
                                                          147,176        127,704
                                                         --------       --------
    Operating income ..............................        28,862         26,532
OTHER INCOME/(LOSS) ...............................           446            725
                                                         --------       --------
    Income before interest charges ................        29,308         27,257
INTEREST CHARGES ..................................        13,288         11,501
                                                         --------       --------
NET INCOME ........................................        16,020         15,756
DIVIDENDS ON PREFERRED SHARES .....................           (87)           (89)
                                                         --------       --------
EARNINGS AVAILABLE FOR COMMON SHAREHOLDERS ........      $ 15,933       $ 15,667
                                                         ========       ========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING .....         8,958          8,958
                                                         ========       ========
Basic Earnings Per Common Share ...................      $   1.78       $   1.75
                                                         ========       ========
Dividends Declared Per Common Share ...............      $  1.280       $  1.265
                                                         ========       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   8

                          AMERICAN STATES WATER COMPANY
                        CONSOLIDATED CASH FLOW STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED
                                                                        MARCH 31,
                                                                  ----------------------
                                                                   2000           1999
                                                                  -------       --------
                                                                      (in thousands)
<S>                                                               <C>           <C>
CASH FLOWS FROM
    Operating Activities:
     Net income ............................................      $ 2,895       $  2,977
    Adjustments for non-cash items:
    Depreciation and amortization ..........................        3,948          3,640
      Deferred income taxes and
        investment tax credits .............................          127            802
      Other - net ..........................................       (2,744)          (751)
    Changes in assets and liabilities:
      Accounts receivable ..................................        3,468            736
      Prepayments ..........................................          280             48
      Supply cost balancing accounts .......................       (1,067)          (474)
      Accounts payable .....................................       (4,183)          (595)
      Taxes payable ........................................        2,179            567
      Unbilled revenue .....................................        1,232            242
      Other ................................................         (274)         2,404
                                                                  -------       --------
        Net Cash Provided ..................................        5,861          9,596
                                                                  -------       --------
Investing Activities:
   Construction expenditures ...............................       (9,850)        (8,887)
                                                                  -------       --------
         Net Cash Used .....................................       (9,850)        (8,887)
                                                                  -------       --------
  Financing Activities:
    Issuance of securities .................................           --         40,000
    Receipt of advances and contributions ..................        3,173          2,128
    Repayments of long-term debt, net of
      redemption of preferred shares .......................          (32)          (340)
    Refunds on  advances ...................................         (459)          (409)
    Changes in notes payable to banks ......................        4,000        (38,000)
    Common and preferred dividends paid ....................       (2,888)        (2,888)
                                                                  -------       --------
         Net Cash Provided .................................        3,794            491
                                                                  -------       --------
  Net Increase (Decrease) in Cash and Cash Equivalents .....         (195)         1,200
  Cash and Cash Equivalents, Beginning of period ...........        2,189            620
                                                                  -------       --------
  Cash and Cash Equivalents, End of period .................      $ 1,994       $  1,820
                                                                  =======       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>   9

                        SOUTHERN CALIFORNIA WATER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                     MARCH 31      DECEMBER 31,
                                                       2000           1999
                                                   -----------     ------------
                                                   (UNAUDITED)

UTILITY PLANT, at cost                                   (in thousands)
<S>                                                <C>             <C>
  Water ......................................      $ 537,558       $ 532,007
  Electric ...................................         36,349          36,349
                                                    ---------       ---------
                                                      573,907         568,356
  Less - Accumulated depreciation ............       (156,000)       (151,733)
                                                    ---------       ---------
                                                      417,907         416,623
  Construction work in progress ..............         37,736          32,972
                                                    ---------       ---------
                                                      455,643         449,595
                                                    ---------       ---------
OTHER PROPERTY AND INVESTMENTS ...............         10,140          10,233
                                                    ---------       ---------
CURRENT ASSETS
  Cash and cash equivalents ..................          1,614           2,020
  Accounts receivable -
    Customers, less reserves of $575
      in 2000 and $487 in 1999 ...............          7,139          10,135
    Other ....................................          6,029           4,275
  Unbilled revenue ...........................         10,113          11,345
  Materials and supplies, at average cost ....          1,165           1,153
  Supply cost balancing accounts .............          5,840           4,774
  Prepayments and other ......................          4,571           4,851
  Accumulated deferred income taxes - net ....          6,198           5,573
                                                    ---------       ---------
                                                       42,669          44,126
                                                    ---------       ---------
DEFERRED CHARGES
  Regulatory tax-related assets ..............         19,550          19,941
  Other deferred charges .....................          8,931           8,599
                                                    ---------       ---------
                                                       28,481          28,540
                                                    ---------       ---------
                                                    $ 536,933       $ 532,494
                                                    =========       =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>   10

                        SOUTHERN CALIFORNIA WATER COMPANY
                           CONSOLIDATED BALANCE SHEETS
                         CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                                   MARCH 31,     DECEMBER 31,
                                                     2000           1999
                                                  -----------    ------------
                                                  (Unaudited)
                                                       (in thousands)
<S>                                               <C>            <C>
CAPITALIZATION
  Common shareholders' equity ................      $159,757      $160,023
  Long-term debt .............................       167,331       167,363
                                                    --------      --------
                                                     327,088       327,386
                                                    --------      --------
CURRENT LIABILITIES
  Notes payable to banks .....................        25,000        21,000
  Long-term debt and preferred shares
    due within one year ......................           340           340
  Accounts payable ...........................         9,594        13,619
  Taxes payable ..............................         7,898         5,700
  Accrued interest ...........................         3,388         1,584
  Other accrued liabilities ..................        11,714        12,818
                                                    --------      --------
                                                      57,934        55,061
                                                    --------      --------
OTHER CREDITS
  Advances for construction ..................        58,801        57,485
  Contributions in aid of construction .......        39,145        38,895
  Accumulated deferred income taxes - net ....        48,675        48,302
  Unamortized investment tax credits .........         3,042         3,064
  Regulatory tax-related liability ...........         1,850         1,861
  Other ......................................           398           440
                                                    --------      --------
                                                     151,911       150,047
                                                    --------      --------
                                                    $536,933      $532,494
                                                    ========      ========
</TABLE>

 The accompanying notes are an integral part of these financial statements.


                                       8
<PAGE>   11

                        SOUTHERN CALIFORNIA WATER COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE THREE MONTHS
                          ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        -----------------------
                                                          2000          1999
                                                        --------       --------
                                                        ($ in thousands, except
                                                           per share amounts)
<S>                                                     <C>           <C>
OPERATING REVENUES
    Water .........................................      $34,587       $32,213
    Electric ......................................        4,011         3,873
                                                         -------       -------
                                                          38,598        36,086
                                                         -------       -------
OPERATING EXPENSES
    Water purchased ...............................        7,555         6,948
    Power purchased for pumping ...................        1,461         1,442
    Power purchased for resale ....................        1,975         1,191
    Groundwater production assessment .............        2,253         1,710
    Supply cost balancing accounts ................       (1,067)         (474)
    Other operating expenses ......................        3,830         3,528
    Administrative and general expenses ...........        5,781         6,322
    Depreciation ..................................        3,802         3,376
    Maintenance ...................................        2,553         2,137
    Taxes on income ...............................        2,430         2,316
    Other taxes ...................................        1,798         1,623
                                                         -------       -------
                                                          32,371        30,119
                                                         -------       -------
    Operating income ..............................        6,227         5,967
OTHER INCOME/(LOSS) ...............................           13            99
                                                         -------       -------
    Income before interest charges ................        6,240         6,066
INTEREST CHARGES ..................................        3,320         2,976
                                                         -------       -------
NET INCOME ........................................        2,920         3,090
DIVIDENDS ON PREFERRED SHARES .....................           --            --
                                                         -------       -------
EARNINGS AVAILABLE FOR COMMON SHAREHOLDERS ........      $ 2,920       $ 3,090
                                                         =======       =======
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING .....          100           100
                                                         =======       =======
Basic Earnings Per Common Share ...................      $29,200       $30,900
                                                         =======       =======
Dividends Declared Per Common Share ...............      $32,000       $30,900
                                                         =======       =======
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       9
<PAGE>   12

                        SOUTHERN CALIFORNIA WATER COMPANY
                        CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE TWELVE MONTHS
                          ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           TWELVE MONTHS ENDED
                                                                MARCH 31,
                                                         -----------------------
                                                           2000           1999
                                                         --------       --------
                                                         ($ in thousands, except
                                                           per share amounts)
OPERATING REVENUES
<S>                                                      <C>            <C>
    Water .........................................      $162,068       $140,840
    Electric ......................................        13,475         13,284
                                                         --------       --------
                                                          175,543        154,124
                                                         --------       --------
OPERATING EXPENSES
    Water purchased ...............................        36,751         32,512
    Power purchased for pumping ...................         7,413          7,145
    Power purchased for resale ....................         7,903          4,817
    Groundwater production assessment .............         7,713          7,797
    Supply cost balancing accounts ................        (1,065)          (129)
    Other operating expenses ......................        15,777         14,702
    Administrative and general expenses ...........        27,536         22,842
    Depreciation ..................................        13,942         12,672
    Maintenance ...................................        10,210          7,612
    Taxes on income ...............................        13,588         11,207
    Other taxes ...................................         6,737          6,201
                                                         --------       --------
                                                          146,505        127,378
                                                         --------       --------
    Operating income ..............................        29,038         26,746
OTHER INCOME ......................................           423          1,186
                                                         --------       --------
    Income before interest charges ................        29,461         27,932
INTEREST CHARGES ..................................        13,290         11,500
                                                         --------       --------
NET INCOME ........................................        16,171         16,432
DIVIDENDS ON PREFERRED SHARES .....................            --            (23)
                                                         --------       --------
EARNINGS AVAILABLE FOR COMMON SHAREHOLDERS ........      $ 16,171       $ 16,409
                                                         ========       ========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING .....           100            100
                                                         ========       ========
Basic Earnings Per Common Share ...................      $161,710       $164,090
                                                         ========       ========
Dividends Declared Per Common Share ...............      $121,500       $118,004
                                                         ========       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       10
<PAGE>   13

                        SOUTHERN CALIFORNIA WATER COMPANY
                        CONSOLIDATED CASH FLOW STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     THREE MONTH ENDED
                                                                         MARCH 31,
                                                                  ----------------------
                                                                   2000          1999
                                                                  -------       --------
                                                                      (in thousands)
<S>                                                               <C>           <C>
CASH FLOWS FROM
    Operating Activities:
     Net income ............................................      $ 2,920       $  3,090
    Adjustments for non-cash items:
    Depreciation and amortization ..........................        3,948          3,506
      Deferred income taxes and
        investment tax credits .............................          106            799
      Other - net ..........................................       (1,574)          (867)
    Changes in assets and liabilities:
      Accounts receivable ..................................        2,996            633
      Prepayments ..........................................          280             48
      Supply cost balancing accounts .......................       (1,067)          (474)
      Accounts payable .....................................       (4,021)          (549)
      Taxes payable ........................................        2,198            620
      Unbilled revenue .....................................        1,232            242
      Other ................................................       (1,070)         2,550
                                                                  -------       --------
        Net Cash Provided ..................................        5,948          9,598
                                                                  -------       --------
Investing Activities:
   Construction expenditures ...............................       (9,850)        (8,887)
                                                                  -------       --------
         Net Cash Used .....................................       (9,850)        (8,887)
                                                                  -------       --------
  Financing Activities:
    Issuance of securities .................................           --         40,000
    Receipt of advances and contributions ..................        3,173          2,128
    Repayments of long-term debt, net of
      redemption of preferred shares .......................          (18)          (340)
    Refunds on advances ....................................         (459)          (409)
    Changes in notes payable to banks ......................        4,000        (38,000)
    Common and preferred dividends paid ....................       (3,200)        (3,090)
                                                                  -------       --------
         Net Cash Provided (Used) ..........................        3,496            289
                                                                  -------       --------
  Net Increase (Decrease) in Cash and Cash Equivalents .....         (406)         1,000
  Cash and Cash Equivalents, Beginning of period ...........        2,020            524
                                                                  -------       --------
  Cash and Cash Equivalents, End of period .................      $ 1,614       $  1,524
                                                                  =======       ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       11
<PAGE>   14

                          AMERICAN STATES WATER COMPANY
                                       AND
                        SOUTHERN CALIFORNIA WATER COMPANY

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    American States Water Company (AWR) was incorporated in 1998 in connection
      with the formation of a holding company by Southern California Water
      Company (SCW) and became a public company on July 1, 1998. AWR has no
      material assets other than the common stock of Southern California Water
      Company (SCW). SCW is a public utility company engaged principally in the
      purchase, production, distribution and sale of water, and the distribution
      and sale of electric energy in several mountain communities. Unless
      otherwise stated in this report, the term Registrant applies to both AWR
      and SCW, collectively.

2.    For a summary of significant accounting policies and other information
      relating to these interim financial statements, reference is made to pages
      24 through 31 of the 1999 Annual Report to Shareholders of AWR under the
      caption "Notes to Financial Statements."

3.    Basic earnings per common share are calculated pursuant to SFAS No. 128
      Earnings per Share - and are based on the weighted average number of
      common shares outstanding during each period and net income after
      deducting preferred dividend requirements. Registrant has no dilutive
      securities outstanding and, accordingly, diluted earnings per share is not
      shown.

4.    On April 22, 1999, the CPUC issued an order denying SCW's application
      seeking approval of its recovery through rates of costs associated with
      its participation in the Coastal Aqueduct Extension of the State Water
      Project (SWP). SCW's participation in the SWP commits it to a 40-year
      entitlement with a value of approximately $9.5 million. SCW's investment
      in SWP is currently included in Other Property and Investments. The
      remaining balance of the related liability of approximately $7 million is
      recorded as other long-term debt. SCW intends to recover its investment in
      SWP through contributions from developers on a per-lot or other basis,
      and, failing that, sale of its 500 acre-foot entitlement in SWP. SCW
      believes that its full investment and on-going costs associated with its
      ownership will be fully recovered. See the section entitled "Rates and
      Regulation" for more information.

5.    In March 2000, SCW has filed applications to increase rates for ratemaking
      districts in SCW's Region I as well as to combine those tariff schedules
      into regional rates. Applications for new rates for four water ratemaking
      districts in SCW's Region III and to combine tariff schedules into
      regional rates for the customer service areas that make up SCW's Region
      III were filed in March 1999 and are pending a final decision from the
      CPUC. See the section entitled "Rates and Regulation" for more
      information.

6.    As permitted by the CPUC, SCW maintains water and electric supply cost
      balancing accounts to account for under-collections and over-collections
      of revenues designed to recover such costs. Recovery or refund of such
      over/under collections are recorded in income when received from customers
      and charged to balancing accounts when such costs are incurred. The
      balancing accounts are reversed when such costs are recovered through rate
      adjustments.


                                       12
<PAGE>   15

7.    AWR has two principal business units: a water and electric distribution
      unit, through its SCW subsidiary, and a non-regulated activity unit
      through the American States Utility Services (ASUS) subsidiary. All
      activities currently are geographically located within California, except
      for one contract providing customer service and billing services to a
      utility located in Arizona. SCW is a regulated utility, which operates
      both water and electric systems. AWR has no material operations other than
      its SCW subsidiary. On a stand-alone basis, AWR has no material assets
      other than its investments in its subsidiaries. The tables below set forth
      information relating to SCW's operating segments. SCW manages its
      operations on a regional basis using the five categories below as
      broad-level measures of profitability. Region I incorporates service areas
      in northern and central California; Region II contains service areas
      throughout Los Angeles; Region III encompasses water operations in eastern
      Los Angles County, Orange County, San Bernardino County and Imperial
      County. SCW also provides electric service to the City of Big Bear Lake
      and surrounding areas. Included in the amounts set forth, certain assets,
      revenues and expenses have been allocated. The identifiable assets are net
      of respective accumulated provisions for depreciation.

<TABLE>
<CAPTION>
(dollars in thousands)                       For The Three Months Ended March 31, 2000
------------------------------------ ---------------------------------- ----------- -----------
                                                   Water
                                     ----------------------------------               Total
                                      Region I   Region II  Region III    Electric     SCW
                                     ---------- ----------- ----------- ----------- -----------
<S>                                  <C>        <C>         <C>         <C>         <C>
Operating revenues                      $5,472     $16,937     $12,178      $4,011     $38,598
Operating income before income taxes       977       3,509       2,755       1,417      $8,658
Identifiable assets                    109,291     141,535     178,914      25,903    $455,643
Depreciation expense                       732       1,200       1,520         350      $3,802
Capital additions                       $3,952      $2,787      $3,149        $577     $10,465
                                     ---------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
(dollars in thousands)                       For The Three Months Ended March 31,1999
------------------------------------ ----------------------------------------------------------
                                                   Water
                                     ----------------------------------               Total
                                      Region I   Region II  Region III    Electric     SCW
                                     ---------- ----------- ----------- ----------- -----------
<S>                                  <C>        <C>         <C>         <C>         <C>
Operating revenues                      $5,322     $14,873     $12,018      $3,873     $36,086
Operating income before income taxes       818       2,914       2,918       1,633      $8,283
Identifiable assets                    100,478     126,049     170,099      25,105    $421,731
Depreciation expense                       683       1,009       1,348         336      $3,376
Capital additions                       $3,721      $4,307      $2,392        $471     $10,891
                                     ---------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
(dollars in thousands)                      For The Twelve Months Ended March 31, 2000
------------------------------------ ----------------------------------------------------------
                                                   Water
                                     ----------------------------------               Total
                                      Region I   Region II  Region III    Electric     SCW
                                     ---------- ----------- ----------- ----------- -----------
<S>                                  <C>        <C>         <C>         <C>         <C>
Operating revenues                     $27,372     $72,838     $61,858     $13,475    $175,543
Operating income before income taxes     6,727      16,436      15,859       3,604     $42,626
Identifiable assets                    109,291     141,535     178,914      25,903    $455,643
Depreciation expense                     2,778       4,239       5,569       1,356     $13,942
Capital additions                      $13,663     $20,869     $13,545      $2,278     $50,355
                                     ---------- ----------- ----------- ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
(dollars in thousands)                      For The Twelve Months Ended March 31, 1999
------------------------------------ ----------------------------------------------------------
                                                   Water
                                     ----------------------------------               Total
                                      Region I   Region II  Region III    Electric     SCW
                                     ---------- ----------- ----------- ----------- -----------
<S>                                  <C>        <C>         <C>         <C>         <C>
Operating revenues                     $25,613     $60,035     $55,196     $13,284    $154,128
Operating income before income taxes     6,861      12,142      14,783       4,167     $37,953
Identifiable assets                    100,478     126,049     170,099      25,105    $421,731
Depreciation expense                     2,601       3,538       4,818       1,715     $12,672
Capital additions                      $13,936     $16,312     $14,273      $1,846     $46,367
                                     ---------- ----------- ----------- ----------- -----------
</TABLE>


                                       13
<PAGE>   16

8.    On March 10, 2000, Registrant entered into an agreement to acquire the
      common stock of Chaparral City Water Company, a privately operated water
      company serving approximately 10,000 customers in the town of Fountain
      Hills, Arizona and portions of Scottsdale, Arizona for an aggregate value
      of $31.2 million, including assumption of approximately $12 million in
      debt, Chaparral City Water Company was purchased from MCO Properties Inc.,
      a wholly-owned subsidiary of MAXXAM Inc. this marks the first acquisition
      outside of California for Registrant. The sale of Chaparral City Water
      Company requires notification to the Arizona Corporation Commission and
      other conditions customary in transactions of this type. The approval of
      Registrant's shareholders is not required. It is anticipated that the
      transaction will close within one year.


                                       14
<PAGE>   17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FORWARD-LOOKING INFORMATION

        Certain matters discussed in this report (including any documents
incorporated herein by reference) are forward-looking statements intended to
qualify for the "safe harbor" from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such because the context of the statement will
include words such as the Company or Registrant "believes," "anticipates,"
"expects" or words of similar import. Similarly, statements that describe
Registrant's future plans, objectives, estimates or goals are also
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
in the statements. Such statements address future events and conditions
concerning capital expenditures, earnings, litigation, rates, water quality and
other regulatory matters, adequacy of water supplies, liquidity and capital
resources, opportunities related to operations of municipally-owned water
systems and accounting matters. Actual results in each case could differ
materially from those currently anticipated in such statements, by reason of
factors such as utility restructuring, including ongoing local, state and
federal activities; future economic conditions, including changes in customer
demand and changes in market conditions for debt and equity; future climatic
conditions; legislative, regulatory and other circumstances affecting
anticipated revenues and costs; the number and effectiveness of competitors in
Registrant's markets; changes in legislation; the nature and pace of
technological changes; Registrant's ability to identify future markets and
successfully expand existing ones; the mix of products and services offered in
Registrant's target markets; and abilities of other companies to remain or
become year 2000 ready. These important factors should be considered in
evaluating any statement contained herein and/or made by Registrant or on its
behalf.

GENERAL

        American States Water Company (AWR) was incorporated in 1998 in
connection with the formation of a holding company by Southern California Water
Company (SCW) and became a public company on July 1, 1998. AWR has no material
assets other than the common stock of SCW. SCW is a public utility company
engaged principally in the purchase, production, distribution and sale of water
(SIC No. 4941). SCW also distributes electricity in one customer service area
(SIC No. 4911). SCW is regulated by the California Public Utilities Commission
(CPUC) and was incorporated on December 31, 1929 under the laws of the State of
California. AWR has another subsidiary, American States Utility Services, Inc.
(ASUS) which contracts to lease, operate and maintain governmentally owned water
and wastewater systems and to provide other services to local governments to
assist them in the operation and maintenance of their water and wastewater
systems. Neither AWR nor ASUS are regulated by the CPUC.

        SCW is organized into three regions and one electric customer service
area operating within 75 communities in 10 counties in the State of California
and provides water service in 21 customer service areas (CSAs). Region I
incorporates 7 CSAs in northern and central California; Region II has 4 CSAs
located in Los Angeles; Region III incorporates 10 water CSAs. SCW also provides
electric service to the City of Big Bear Lake and surrounding areas in San
Bernardino County. All electric energy sold by SCW to customers in its Bear
Valley Electric CSA was purchased under an energy brokerage contract with Sempra
Energy Corporation from March 26, 1996 to May 1, 1999, then with Illinova Energy
Partners (Illinova) from May 1, 1999 to April 30, 2000, and with Dynegy Energy
Services (Dynegy) since May 1, 2000 as a result of the merger of Dynegy and
Illinova.


                                       15
<PAGE>   18

        SCW served 244,214 water customers and 21,183 electric customers at
March 31, 2000, or a total of 265,397 customers, compared with 263,780 total
customers at March 31, 1999.

        SCW's utility operations exhibit seasonal trends. Although SCW's water
utility operations have a diversified customer base, revenues derived from
commercial and residential water customers accounted for approximately 96.3% and
90.9% of total water revenues for the three and twelve months ended March 31,
2000, respectively as compared to 94.0% and 90.8% for the three and twelve
months ended March 31, 1999, respectively.

ACQUISITION OF PEERLESS WATER CO.

        In December 1999, Registrant agreed to acquire Peerless Water Co., a
privately owned water company in Bellflower, California, subject to satisfaction
of certain conditions, including CPUC approval. The number of Common Shares to
be issued will be determined at the closing, but will in no event be greater
than 131,036 shares nor less than 107,538 shares.

ACQUISITION OF CHAPARRAL CITY WATER COMPANY

        On March 10, 2000, Registrant entered into an agreement to acquire the
common stock of Chaparral City Water Company, a privately operated water company
serving approximately 10,000 customers in the town of Fountain Hills, Arizona
and portions of Scottsdale, Arizona for an aggregate value of $31.2 million,
including assumption of approximately $12 million in debt. Chaparral City Water
Company was purchased from MCO Properties Inc., a wholly-owned subsidiary of
MAXXAM Inc. This marks the first acquisition outside of California for
Registrant. The sale of Chaparral City Water Company requires notification to
the Arizona Corporation Commission and other conditions customary in
transactions of this type. The approval of Registrant's shareholders is not
required. It is anticipated that the transaction will close within one year. See
Notes to Financial Statements for more information.

RESULTS OF OPERATION

        Basic earnings per common share for the three months ended March 31,
2000 decreased by 3.0% to $0.32 per share as compared to $0.33 per share for the
comparable period last year for various reasons as discussed below. Basic
earnings for the twelve months ended March 31, 2000 increased by 1.7% to $1.78
per share as compared to $1.75 per share for the twelve months ended March 31,
1999 primarily reflecting higher revenues as is more fully discussed below.

        As compared to last year, water operating revenues increased by 7.4% and
15.1% for the three and twelve months ended March 31, 2000, respectively, due to
the increase in water volumes sold and increases in rates authorized by the
CPUC. Water sales volumes for the three and twelve months ended March 31, 2000
were 4.2% and 6.8% higher than the same periods of last year, respectively.
Additional increases in revenues for the three months ended March 2000 reflected
the general rate case (GRC) step increase for Registrant's Metropolitan customer
service area effective January 1, 2000. New rates in four customer service areas
and implementation of regional rates in the customer service areas that comprise
SCW's Region III are pending a final decision from the CPUC, which is expected
during the second quarter of 2000. The delay resulted in a loss of approximately
$900,000 in revenues during the three months ended March 31, 2000. See the
section entitled "Rates and Regulation" for more information.

        Kilowatt-hour sales of electricity decreased by 2.9% and 0.4%,
respectively, for the three and twelve months ended March 31, 2000 as compared
to the same periods ended March 31, 1999 due principally to more winter snows
experienced in Registrant's service area during the first quarter of this year,
which decreased the use of snow making machines during off-peak hours. Despite
the decrease in


                                       16
<PAGE>   19

sales, electric operating revenues for the three months and twelve months ended
March 31, 2000 increased by 3.6% and 1.4%, respectively, due to a shift in the
composition of sales towards commercial and residential usage which have
relatively higher rates than industrial power users.

        Purchased water costs increased by 8.8% for the three months ended March
31, 2000 as compared to the same period ending in 1999 due to a 7.2% increase in
volumes purchased resulting from higher sales, and reduced reimbursements from
potentially responsible parties related to contamination in SCW's Culver City
CSA of approximately $66,000 received during the three months ended March 31,
2000, compared with reimbursements of $286,000 received during the first quarter
of 1999. As compared to the twelve months ended March 31, 1999, purchased water
costs increased by 13.0% reflecting a 9.7% increase in volumes purchased. The
twelve-month comparison is also affected by a decline in the receipt of
reimbursements related to contamination as previously discussed. Registrant
received approximately $1,145,000 during the twelve months ended March 31, 1999
as compared to reimbursements of $352,000 received during the period ended March
31, 2000. See the section entitled "Environmental Matters - Matters Related to
Culver City System."

        Cost of power purchased for pumping increased by 1.3% and 3.8% for the
three and twelve months ended March 31, 2000, respectively, due to an increase
in pumped groundwater in SCW's water supply mix.

        As compared to the three and twelve months ended March 31, 1999, the
cost of power purchased for resale increased by 65.8% and 64.1%, respectively,
for the three and twelve months ended March 31, 2000 due primarily to additional
demand charges from Registrant's energy supplier in 1999. An additional accrual
for these demand charges was recorded in April 1999.

        Groundwater production assessments are 31.8% higher for the three months
ended March 31, 2000 due primarily to an accrual to reflect excess pumping
penalty assessments particularly associated with increased pumping in SCW's San
Dimas and San Gabriel customer service areas. Although SCW anticipates incurring
additional groundwater production assessments during the second quarter of 2000,
these charges are offset through the balancing account and will be recovered in
future offset rate increases. See the section entitled "Regulatory Matters" for
more information.

        A positive entry for the provision for supply cost balancing accounts
reflects recovery of previously under-collected supply costs. Conversely, a
negative entry for the provision for supply cost balancing accounts reflects an
under-collection of previously incurred supply costs. Registrant currently has a
net under-collection position. A net under-collection of balancing accounts for
the three months ended March 31, 2000 reflects previously discussed increase in
energy demand charges and excess pumping penalty accruals. As compared to the
twelve months ended March 31, 1999, the effect of increased energy demand
charges for the twelve months ended March 2000 was partially offset by new rates
effective January 1999 authorized to implement new supply costs and to increase
collection of previously under-collected costs.

        Other operating expenses increased by 9.9% and 8.2% for the three and
twelve months ended March 31, 2000, respectively, as compared to the same
periods of last year. The increases were due to increased costs for water
treatment, higher amounts accrued for uncollectible accounts as a result of
increased revenues, and an increase in the amount of labor hours being charged
to this category.

        Administrative and general expenses decreased by 7.3% for the three
months ended March 31, 2000 as compared to the same period ended March 31, 1999
due to reduced accruals for litigation in 2000. As compared to the twelve months
ended March 31, 1999, administrative and general expenses increased by 22.3% due
to increased employee benefit costs, and additional amounts reserved for certain
legal proceedings. See the section entitled "Legal Proceedings" for more
information.


                                       17
<PAGE>   20

        Depreciation expense increased by 8.3% and 6.6%, respectively, for the
three and twelve months ended March 31, 2000 reflecting, among other things, the
effects of recording approximately $52 million in net plant additions during
1999, depreciation on which began in January 2000. In addition, amortization of
start-up and organizational costs associated with the formation of AWR was
reflected in the twelve months ended March 31, 1999. There were no similar
amortization costs for the twelve months ended March 31, 2000.

        As compared to the three and twelve months ended March 31, 1999,
maintenance expense increased by 19.6% and 34.2%, respectively, due principally
to increased maintenance on Registrant's water supply sources, and costs
incurred on main replacements. The wet weather conditions during 1998 also
hampered planned maintenance activities, thereby reducing maintenance expense
for the twelve months ended March 31, 1999.

        Taxes on income increased by 6.4% and 23.4% for the three and twelve
months ended March 31, 2000, respectively, as compared to the three and twelve
months ended March 31, 1999 due to a higher effective tax rate resulting from
the turn-around of depreciation-related temporary differences, the benefits of
which were previously flowed-through for rate-making purposes. As compared to
the twelve months ended March 1999, the increase was also due to a 12.0%
increase in pre-tax operating income.

        Other taxes increased by 10.8% and 8.7%, respectively, for the three and
twelve months ended March 31, 2000, respectively, as compared to the same
periods last year reflecting increased franchise fee payments resulting from
higher revenues, increased property taxes due to higher property valuation
assessments, and increased payroll taxes due to higher labor costs and newly
established annual incentive plan, distributed during the first quarter of 2000.

        As compared to the same periods ended March 31, 1999, other income for
the three months ended March 31, 2000 decreased by 86.9%. The decrease was due
to the effect of recording the State Water Project entitlement with a value of
approximately $9.5 million, amortization on which began January 2000. As
compared to the twelve months ended March 31, 1999, other income decreased by
38.43% in the comparable period ended March 31, 2000 due principally to the
flow-through of tax benefits related to refinancing of long-term debt, partially
offset by costs incurred in December 1998 associated with termination of the
non-regulated joint venture agreement. There were no similar tax benefits and/or
such costs in the twelve months ended March 2000. See the section entitled
"Rates and Regulation" for more information.

        Interest expense increased by 11.6% and 15.6%, respectively, for the
three and twelve months ended March 31, 2000 as compared to the three and twelve
months ended March 31, 1999, primarily due to additional short-term borrowing to
finance construction expenditures.

LIQUIDITY AND CAPITAL RESOURCES

        AWR funds its operating expenses, dividends on its outstanding Common
and Preferred Shares, and makes its mandatory sinking fund payments, principally
through dividends from SCW. AWR has filed a Registration Statement with the
Securities and Exchange Commission (SEC) for issuance, from time to time, of up
to $60 million in Common Shares, Preferred Shares and/or debt securities. The
proceeds will be used primarily for investment in its subsidiaries. No
securities had been issued under this Registration Statement as of March 31,
2000.

        SCW funds the majority of its operating expenses, interest payments on
its debt and dividends on its outstanding Common Shares through internal
sources. SCW continues to rely on external sources,


                                       18
<PAGE>   21

including short-term bank borrowing, contributions-in-aid-of-construction,
advances for construction and install-and-convey advances, to fund the majority
of its construction expenditures.

        Because of the seasonal nature of its water and electric operations, SCW
utilizes its short-term borrowing capacity to finance current operating
expenses. The aggregate short-term borrowing capacity available to SCW under its
three bank lines of credit was $47 million as of March 31, 2000, of which a
total of $25 million was outstanding. SCW routinely employs short-term bank
borrowing as an interim financing source prior to funding capital expenditures
on a long-term basis.

        In 1998, SCW filed a Registration Statement with the SEC for issuance,
from time to time, of up to $60 million in long-term debt. As of March 31, 2000,
$20 million remained for issuance as needed.

        SCW's construction program is designed to ensure its customers high
quality service. SCW maintains an ongoing distribution main replacement program
throughout its customer service areas, based on the priority of leaks detected,
fire protection enhancement and a reflection of the underlying replacement
schedule. In addition, SCW upgrades its electric and water supply facilities in
accordance with industry standards, local requirements and CPUC requirements.
SCW's Board of Directors has approved anticipated net capital expenditures of
approximately $55.4 million for 2000. Of the amount authorized, $8.8 million has
incurred as of March 31, 2000. Neither AWR nor ASUS have material capital
commitments; however, ASUS actively seeks opportunities to own, lease or operate
municipal water and wastewater systems, which may involve significant capital
commitments.

WATER SUPPLY

        For the three months ended March 31, 2000, SCW supplied a total of
16,541,000 ccf of water as compared to 16,118,000 ccf for the three months ended
March 31, 1999. Of the total 16,541,000 ccf of water supplied during the first
quarter of 2000, approximately 60.6% came from pumped sources and 39.4% was
purchased from others, principally the Metropolitan Water District of Southern
California (MWD) and its member agencies. For the three months ended March 31,
1999, 62.2%, 37.8% was supplied from pumped sources and purchased from MWD,
respectively.

        During the twelve months ended March 31, 2000, SCW supplied 85,750,000
ccf of water as compared to 80,609,000 ccf supplied during the twelve months
ended March 31, 1999. During the twelve months ended March 31, 2000, pumped
sources provided 57.9% of total supply, 40.5% was purchased from MWD and its
member agencies. The remaining 1.6% of total supply came from the United States
Bureau of Reclamation (the "Bureau) under a no-cost contract. For the twelve
months ended March 31, 1999, 60.6%, 39.3% and 0.1%, respectively, was supplied
from pumped sources, purchased from MWD and the Bureau.

        The MWD is a water district organized under the laws of the State of
California for the purpose of delivering imported water to areas within its
jurisdiction. Registrant has 52 connections to the water distribution facilities
of MWD and other municipal water agencies. MWD imports water from two principal
sources: the Colorado River and the State Water Project (SWP). Available water
supplies from the Colorado River and the SWP have historically been sufficient
to meet most of MWD's requirements and MWD's supplies from these sources are
anticipated to remain adequate through 2000. MWD's import of water from the
Colorado River is expected to decrease in future years due to the requirements
of the Central Arizona Project. In response, MWD has taken a number of steps to
secure additional storage capacity and to increase available water supplies, by
effecting transfers of water rights from other sources.


                                       19
<PAGE>   22

        Registrant's water supply and revenues are significantly affected, both
in the short-run and the long-run, by changes in meteorological conditions. For
the three months ended March 31, 2000, SCW's customer service areas experienced
more rainfall and slightly cooler temperatures as compared to the same period
ended March 31, 1999. The 2000 water year supply outlook remains adequate. This
positive outlook is due to wetter-than-anticipated spring, the fact that
reservoirs remain at significantly high levels, and groundwater levels are
usually not diminished by a single year of below normal precipitation as was
experienced during 1999. Although overall groundwater conditions remain at
adequate levels, certain of SCW's groundwater supplies have been affected to
varying degrees by various forms of contamination which, in some cases, have
caused increased reliance on purchased water in its supply mix.

ENVIRONMENTAL MATTERS

        1996 Amendments to Federal Safe Drinking Water Act

        On August 6, 1996, amendments (the 1996 SDWA amendments) to the Safe
Drinking Water Act (the SDWA) were signed into law. The 1996 SDWA revised the
1986 amendments to the SDWA with a new process for selecting and regulating
contaminants. The U. S. Environmental Protection Agency (EPA) can only regulate
contaminants that may have adverse health effects, are known or likely to occur
at levels of public health concern, and the regulation of which will provide "a
meaningful opportunity for health risk reduction." The EPA has published a list
of contaminants for possible regulation and must update that list every five
years. In addition, every five years, the EPA must select at least five
contaminants on that list and determine whether to regulate them. The new law
allows the EPA to bypass the selection process and adopt interim regulations for
contaminants in order to address urgent health threats. Current regulations,
however, remain in place and are not subject to the new standard-setting
provisions. The DOHS, acting on behalf of the EPA, administers the EPA's program
in California.

        The 1996 SDWA amendments allow the EPA for the first time to base
primary drinking water regulations on risk assessment and cost/benefit
considerations and on minimizing overall risk. The EPA must base regulations on
best available, peer-reviewed science and data from best available methods. For
proposed regulations that involve the setting of maximum contaminant levels
(MCL's), the EPA must use, and seek public comment on, an analysis of
quantifiable and non-quantifiable risk-reduction benefits and cost for each such
MCL.

        SCW currently tests its wells and water systems according to
requirements listed in the SDWA. Water from wells found to contain levels of
contaminants above the established MCLs is treated to reduce contaminants to
acceptable levels before it is delivered to customers.

        Since the SDWA became effective, SCW has experienced increased operating
costs for testing to determine the levels, if any, of the constituents in SCW's
sources of supply and additional expense to lower the level of any contaminants
in order to meet the MCL standards. Such costs and the costs of controlling any
other contaminants may cause SCW to experience additional capital costs as well
as increased operating costs.

        Registrant is currently unable to predict the ultimate impact that the
1996 SDWA amendments might have on its financial position or its results of
operation. The CPUC ratemaking process provides SCW with the opportunity to
recover prudently incurred capital and operating costs associated with water
quality. Management believes that such incurred costs will be authorized for
recovery by the CPUC.


                                       20
<PAGE>   23

        Proposed Enhanced Surface Water Treatment Rule

        On July 29, 1994, the EPA proposed an Enhanced Surface Water Treatment
Rule (ESWTR), which would require increased surface-water treatment to decrease
the risk of microbial contamination. The EPA has proposed several versions of
the ESWTR for promulgation. The version selected for promulgation will be
determined based on data collected by certain water suppliers and forwarded to
the EPA pursuant to EPA's Information Collection Rule, which requires such water
suppliers to monitor microbial and other contaminants in their water supplies
and to conduct certain tests in respect of such contaminants. The EPA has
adopted an Interim ESWTR applicable only to systems serving greater than 10,000
persons. EPA will publish the proposed the Long Term 1 Enhanced Surface Water
Treatment Rule and Filter Backwash Rule (LT1FBR) in the Federal Register in
Spring, 2000. This proposed rule will apply to each of SCW's five surface water
treatment plants and basically extends the requirements of the ESWTR to systems
serving less than 10,000 persons and will require some systems to institute
changes to the return of recycle filter backwash flows within the treatment
process to reduce the effects of recycle on compromising microbial control.
Registrant is presently unable to predict the ultimate impact of the LT1FBR, but
it is anticipated that all five plants will achieve compliance within the three
year to five-year time frames identified by EPA.

        Regulation of Disinfection/Disinfection By-Products

        Registrant is also subject to the new regulations concerning
disinfection/disinfection by-products (DBP's), Stage I of which regulations were
effective in November, 1998 with full compliance required by 2001. Stage I
requires reduction of trihalomethane contaminants from 100 micrograms per liter
to 80 micrograms per liter. Two of SCW's systems are immediately impacted by
this rule. SCW implemented modifications to the treatment process in its Bay
Point and Cordova systems. It is anticipated that both systems will be in full
compliance by 2001. A third SCW plant will require treatment modifications in
order tom comply with this rule. The Registrant is preparing to conduct studies
in Calipatria to determine the best treatment methods to comply with this rule.

        The EPA must adopt Stage II rules pertaining to DBPs, according to a
negotiated schedule by 2000. The EPA is not allowed to use the new cost/benefit
analysis provided for in the 1996 SDWA amendments for establishing the Stage II
rules applicable to DBPs but may utilize the regulatory negotiating process
provided for in the 1996 SDWA amendments to develop the Stage II rule. The final
rule is expected by 2002.

        Ground Water Rule

        By Spring 2000, the EPA is scheduled to propose regulations requiring
disinfection of certain groundwater systems and provide guidance on determining
which systems must provide disinfection facilities. The EPA may utilize the
cost/benefit analysis provided in the 1996 SDWA amendments to establish such
regulations. It is anticipated that the regulations will apply to several of
SCW's systems using groundwater supplies. While no assurance can be given as to
the nature and cost of any additional compliance measures, if any, Registrant
does not believe that such regulations will impose significant compliance costs,
since SCW already currently engages in disinfection of its groundwater systems.

        Regulation of Radon and Arsenic

        Registrant expects to be subject to new regulations regarding radon and
arsenic. It is anticipated that the EPA will propose a reduction in the federal
standard on arsenic from 50 parts per billion (ppb) to


                                       21
<PAGE>   24

5 ppb. This proposed arsenic rule is expected to be released in spring of 2000,
with a 60-day comment period. It is anticipated that EPA will propose 5 ppb as
the lead regulatory option, but will take comments on 3 ppb and 10 ppb options
as well. Compliance with an MCL of 5 ppb will require Registrant to implement
costly well-head treatment remedies such as ion exchange or, alternatively, to
purchase additional and more expensive water supplies already in compliance, for
blending with well sources.

        The EPA has proposed new radon regulations following a National Academy
of Sciences risk assessment and study of risk-reduction benefits associated with
various mitigation measures. The National Academy of Sciences study is in
agreement with much of EPA's original findings but has slightly reduced the
ingestion risk initially assumed by EPA. EPA established an MCL of 300 Pico
Curies per liter based on the findings and has also established an alternative
MCL of 4000 Pico Curies per liter, based upon potential mitigation measures for
overall radon reduction. The final rule will be effective in August 2000. The
Registrant is currently conducting studies to determine the best treatment for
affected wells.

        Voluntary Efforts to Exceed Minimum Surface Water Treatment Requirements

        SCW is a voluntary member of the EPA's "Partnership for Safe Water", a
national program designed to further protect the public from diseases caused by
cryptosporidium and other microscopic organisms. As a volunteer in the program,
SCW commits to exceed minimum operating requirements governing surface water
treatment, optimize surface water treatment plant operations and ensure that its
surface water treatment facilities are performing as efficiently as possible.

        Fluoridation of Water Supplies

        Registrant is subject to State of California Assembly Bill 733, which
requires fluoridation of water supplies for public water systems serving more
than 10,000 service connections. Although the bill requires affected systems to
install treatment facilities only when public funds have been made available to
cover capital and operating costs, the bill requires the CPUC to authorize cost
recovery through rates should public funds for operation of the facilities, once
installed, become unavailable in future years.

        Matters Relating to Arden-Cordova System

        In January 1997, SCW was notified that ammonium perchlorate in amounts
above the state-determined action level had been detected in three of its 27
wells serving its Arden-Cordova system. Aerojet-General Corp. has, in the past,
used ammonium perchlorate in their processing as an oxidizer of rocket fuels.
SCW took the three wells detected with ammonium perchlorate out of service at
that time. Although neither the EPA nor the DOHS has established a drinking
water standard for ammonium perchlorate, DOHS has established an action level of
18 parts per billion (ppb) which required SCW to notify customers in its
Arden-Cordova customer service area of detection of ammonium perchlorate in
amounts in excess of this action level. In April 1997, SCW found ammonium
perchlorate in three additional wells and, at that time, removed those wells
from service until it was determined that the levels were below the
state-determined action level. Those wells were returned to service. SCW
periodically monitors these wells to determine that levels of perchlorate are
below the action level currently in effect.

        In February 1998, SCW was informed that nitrosodimethylamine (NDMA) had
been detected in amounts in excess of the EPA reference dosage for health risks
in four of its wells in its Arden-Cordova system. Each of the wells has been
removed from service. Another well was also been removed from service in end of
September 1999 due to the contamination. NDMA is an additional by-product from
the production of rocket fuel and it is believed that such contamination is
related to the activities of Aerojet-


                                       22
<PAGE>   25

General Corp. Aerojet-General Corp. has reimbursed SCW for constructing a
pipeline to interconnect with the City of Folsom water system to provide an
alternative source(s) of water supply in SCW's Arden-Cordova customer service
area and has reimbursed SCW for costs associated with the drilling and equipping
of two new wells. As of March 31, 2000, Aerojet-General Corp. has previously
reimbursed Registrant $4.5 million. The remainder of the costs is subject to
further reimbursement, including interest. The reimbursement from
Aerojet-General Corp. reduces SCW's utility plant and costs of purchased water.

        SCW and Aerojet-General Corp. were in negotiations on other matters
related to procedures to address cleanup of the contaminated groundwater basin,
costs associated with the cleanup, increased costs of purchased water as
compared to pumped sources and costs associated with developing new sources of
groundwater supply.

        On October 25, 1999, SCW filed a lawsuit against the California Regional
Water Quality Control Board (CRWQCB) alleging that the CRWQCB has willfully
allowed portions of the Sacramento County Groundwater Basin to be injected with
chemical pollution that is contaminating the underground water supply in SCW's
Rancho Cordova customer service area. In a separate case, also filed on October
25, 1999, SCW sued Aerojet General Corp. for causing the contamination. On March
22, 2000 Aerojet General Corp. filed a cross complaint against SCW for
negligence and constituting a public nuisance. Registrant is unable to determine
at this time what, if any, potential liability it may have with respect to the
cross complaint, but intends to vigorously defend itself against these
allegations. Management cannot predict the outcome of these proceedings. See the
section entitled "Legal Proceedings" for more information.

        Matters Relating to Culver City System

        The compound, methyl tertiary butyl ether (MTBE), has been detected in
the Charnock Basin, located in the city of Santa Monica and within SCW's Culver
City customer service area. MTBE is an oxygenate used in reformulated fuels. At
the request of the Regional Water Quality Control Board, the City of Santa
Monica and the California Environmental Protection Agency, SCW removed two of
its wells in the Culver City system from service in October 1996 to help in
efforts to avoid further spread of the MTBE contamination plume. Neither of
these wells has been found to be contaminated with MTBE. SCW is purchasing water
from the MWD at an increased cost to replace the water supply formerly pumped
from the two wells removed from service.

        Pursuant to an agreement with SCW in December 1998, two of the
potentially responsible parties (the Participants) have reimbursed SCW's legal
and consulting costs related to this matter and for increased costs incurred by
SCW in purchasing replacement water. However, a notice of termination from the
Participants to the settlement agreement was received in October 1999 claiming
overpayments for replacement water in excess of SCW's water rights. No
assurances can be given that future negotiations will result in complete
restoration of SCW's water rights or that continued reimbursement of SCW's costs
will be forthcoming.

        On September 22, 1999, the U.S. EPA and the Los Angeles Regional Water
Quality Control Board ordered Shell Oil Company, Shell Oil Products Company and
Equilon Enterprises LLC to provide replacement drinking water to both SCW and
the City of Santa Monica due to MTBE contamination of the Charnock Sub-Basin
drinking water. The EPA has ordered Shell Oil to reimburse SCW for water
replacement costs. The agencies are continuing to investigate the causes of MTBE
pollution and intend to ensure that all responsible parties contribute to its
clean up. Registrant is unable to predict the outcome of the EPA's enforcement
efforts.


                                       23
<PAGE>   26

        Bear Valley Electric

        SCW has been, in conjunction with the Southern California Edison unit of
Edison International, planning to upgrade transmission facilities to 115kv (the
115kv Project) in order to meet increased energy and demand requirements. The
115kv Project is subject to an environmental impact report (EIR) and delays in
approval of the EIR may impact service in SCW's Bear Valley Electric Service
customer service area. SCW has, however, taken other measures, including some
measures that will be enacted on an emergency basis, to meet load growth and
mitigate delays in approval of the EIR.

REGULATORY MATTERS

        SCW is subject to regulation by the CPUC, which has broad powers with
respect to service and facilities, rates, classifications of accounts, valuation
of properties, the purchase, disposition and mortgaging of properties necessary
or useful in rendering public utility service, the issuance of securities, the
granting of certificates of convenience and necessity as to the extension of
services and facilities and various other matters. AWR and ASUS are not
regulated by the CPUC. The CPUC does, however, regulate certain transactions
between SCW and its non-regulated affiliates.

        The 22 customer service areas (CSAs) of SCW are grouped into 16 water
districts and 1 electric district for ratemaking purposes. Water rates vary
among the 16 ratemaking districts due to differences in operating conditions and
costs. SCW monitors operations on a regional basis in each of these districts so
that applications for rate changes may be filed, when warranted. Under the
CPUC's practices, rates may be increased by three methods: general rate case
increases (GRC's), offsets for certain expense increases and advice letter
filings related to certain plant additions. GRC's are typically for three-year
periods, which include step increases for the second and third year. Rates are
based on a forecast of expenses and capital costs. GRC's have a typical
regulatory lag of one year. Offset rate increases typically have a two to four
month regulatory lag.

        Applications to increase water rates were filed for four water
ratemaking districts in SCW's Region III in March 1999. A draft decision has
been issued by the Administrative Law Judge assigned to this matter that
supports the settlement on all issues reached between SCW and the CPUC Staff.
SCW has also filed an application with the CPUC to combine tariff schedules into
regional rates for the customer service areas that make up SCW's Region III. The
Administrative Law Judge assigned to this matter has issued a draft decision
that supports SCW's application. A final decision from the CPUC on both issues
is anticipated in the second quarter of 2000. Pending receipt of the final
decision, implementation of rates has been delayed.

        GRC step increase for Metropolitan CSA and General Office Allocation
step increases for Arden-Cordova, Bay Point, Simi Valley and Santa Maria CSAs
were effective beginning January, 2000. Attrition increases for Arden-Cordova
and Bay Point CSAs were also in effect beginning January 2000.

        Applications to increase water rates by approximately $5.8 million for
ratemaking districts in SCW's Region I as well as to combine those tariff
schedules into regional rates were filed in March 2000. The new rates, if
authorized in total or in part by the CPUC, would be effective January 1, 2001.

        An advice letter was filed with the CPUC on March 1, 2000 seeking
recovery of capital expenditures associated with Y2K readiness, not already
included in Registrant's water rates.


                                       24
<PAGE>   27

Registrant is unable to predict if the CPUC will authorize recovery of any or
all of the costs. See the section entitled "Year 2000 Issue" for more
information.

        On April 22, 1999, the CPUC issued an order denying SCW's application
seeking approval of its recovery through rates of costs associated with its
participation in the Coastal Aqueduct Extension of the State Water Project
(SWP). SCW's participation in the SWP commits it to a 40-year entitlement. SCW's
investment of approximately $9.5 million in SWP is currently included in Other
Property and Investments. The remaining balance of the related liability of
approximately $7 million is recorded as other long-term debt. SCW intends to
recover its investment in SWP either through contributions from developers on a
per-lot or other basis, or from the sale of its 500 acre-foot entitlement in
SWP. See the Notes to Financial Statements for more information.

YEAR 2000 ISSUE

        Registrant has no Y2K incidents, business disruptions, failures or legal
proceedings to report. There were no actual or anticipated effects or changes to
Registrant's operating trends or revenue patterns as a result of the transition
from December 1999 to January 2000. SCW formally announced its 100% Y2K Ready
status when it filed its Compliance Report with the CPUC on November 1, 1999.
Registrant has filed its final Compliance Report with the CPUC in March 2000.

        Not all Y2K problems were necessarily expected to surface in early 2000.
Registrant does not have, and may never fully have, sufficient information about
the Y2K exposure of third parties to adequately predict the risks posed by them
to Registrant. If the third parties later discover any Y2K problems that are not
remedied, resulting problems could include temporary loss of utility services
and disruption of water supplies.

        Costs incurred to address Y2K issues are estimated to be approximately
$5.2 million. On March 1, 2000, Registrant filed an advice letter with the CPUC
for recovery of Y2K related costs. Registrant believes that generally these
expenditures will be recovered through rates, but can give no assurance that the
CPUC will authorize recovery of all or some of these costs.

RISK FACTOR SUMMARY

        This section (written in plain English to comply with certain SEC
Standards) summarizes certain risks of our business that may affect our future
financial results. We also periodically file with the Securities and Exchange
Commission documents that include more information on these risks. It is
important for investors to read these documents.

Litigation

        SCW has recently been sued in eleven water-quality related lawsuits:

        - a suit filed on April 24, 1997 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a federal superfund site

        - a suit filed on July 29, 1997 alleging personal injury and property
          damage as a result of the delivery contaminated of water; few of our
          systems are located in the geographical area covered by this suit

        - a suit filed on December 8, 1997 alleging personal injury and property
          damage as a result of the delivery of contaminated water in SCW's
          Arden-Cordova service area


                                       25
<PAGE>   28

        - a suit filed on February 2, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        - a suit filed on February 4, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        - a suit filed in March 2, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water in SCW's
          Arden-Cordova service area

        - a suit filed on June 29, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        - two suits filed on July 30, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        - a suit filed on December 3, 1998 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        - a suit filed in July 22, 1999 alleging personal injury and property
          damage as a result of the delivery of contaminated water from wells
          located in an area of the San Gabriel Valley that has been designated
          a superfund site

        On September 1, 1999, the First District Court of Appeal in San
Francisco, held that the CPUC had preemptive jurisdiction over regulated public
utilities and ordered dismissal of a series of lawsuits against water utilities,
including seven of the lawsuits against SCW. On October 11, one group of
plaintiffs appealed the decision to the California Supreme Court, which has
accepted the petition. Management cannot predict the outcome of the proceeding.

        In March 1998, the CPUC issued an Order Instituting Investigation (the
OII) as a result of these types of suits being filed against water utilities in
California. The CPUC is seeking to determine:

        - whether existing standards and policies regarding drinking water
          quality adequately protect the public health

        - whether water utilities are in compliance with existing standards

        The Administrative Law Judge assigned to the OII has issued a draft
decision finding that water utilities, including SCW, have complied with DOHS
regulation and requirements. SCW is unable to predict whether the draft decision
will be approved in part or in its entirety. The CPUC has authorized a
memorandum account for legal expenses incurred by water utilities, including
SCW, in the water quality lawsuits. Under the memorandum account procedure, SCW
may recover litigation costs from ratepayers to the extent authorized by the
CPUC. The CPUC has not yet authorized SCW to recover any of its litigation
costs. As of March 31, 2000, Registrant had incurred $866,000 in the OII-related
memorandum account.

Environmental Regulation


        SCW is subject to increasingly stringent environmental regulations that
will result in increasing capital and operating costs. These regulations
include:


                                       26
<PAGE>   29

        - the 1996 amendments to the Safe Drinking Water Act that require
          increased testing and treatment of water to reduce specified
          contaminants to minimum containment levels

        - interim regulations expected to be adopted before the end of 2000
          requiring increased surface-water treatment to decrease the risk of
          microbial contamination; these regulations will affect SCW's five
          surface water treatment plants

        - additional regulation of disinfection/disinfection byproducts expected
          to be adopted before the end of 2002; these regulations will
          potentially affect two of SCW's systems

        - additional regulations expected to be adopted before the end of 2000
          requiring disinfection of certain groundwater systems; these
          regulations will potentially impact several of SCW's systems using
          groundwater supplies

        - potential regulation of radon and arsenic

        - new California requirements to fluoridate public water systems serving
          over 10,000 customers

        SCW may be able to recover costs incurred to comply with these
regulations through the ratemaking process for our regulated systems. We may
also be able to recover certain of these costs under our contractual
arrangements with municipalities. In certain circumstances, we may recover costs
from parties responsible or potentially responsible for contamination.

Rates and Regulation

        SCW is subject to regulation by the CPUC. AWR and ASUS are not directly
subject to CPUC regulation. The CPUC may, however, regulate transactions between
SCW and AWR, including the manner in which overhead costs are allocated between
SCW and AWR and the pricing of services rendered by SCW to AWR.

        SCW's revenues depend substantially on the rates that it is permitted to
charge its customers. SCW may increase rates in three ways:

        - by filing for a general rate increase

        - by filing for recovery of certain expenses

        - by filing an "advice letter" for certain plant additions, thereby
          increasing rate base

        In addition, SCW recovers certain supply costs through a balancing
account mechanism. Supply costs include the cost of purchased water and power
and groundwater production assessments. The balancing account mechanism is
intended to insulate SCW's earnings from changes in supply costs that are beyond
SCW's control. The balancing account is not, however, designed to insulate SCW's
earnings against changes in supply mix. As a result, SCW may not recover
increased costs due to increased use of purchased water through the balancing
account mechanism. In addition, balancing account adjustments, if authorized by
the CPUC, may result in either increases or decreases in revenues attributable
to supply costs incurred in prior periods, depending upon whether there has been
an undercollection or overcollection of supply costs.

        There are also a number of matters pending before the CPUC that may
affect our future financial results. These matters include:

        - applications filed by SCW to increase rates in 4 of its Region III
          rate-making jurisdictions; a final decision is not expected until
          second quarter of 2000 although a tentative settlement has been worked
          out


                                       27
<PAGE>   30

        - an application filed to consolidate the rate-making jurisdictions
          located in SCW's Region III area into a single tariff

        - the OII

        - applications filed by SCW to increase rates and consolidate all of its
          Region I rate-making jurisdictions

        - an advice letter filed to seek recovery of capital expenditures
          associated with Y2K readiness

        - new guidelines under consideration by the CPUC for the acquisition and
          merger of water utilities and for privatization transactions

        - new guidelines under consideration by the CPUC for the use of
          regulated assets for non-regulated activities

Adequacy of Water Supplies

        The adequacy of water supplies varies from year to year depending upon a
variety of factors, including

        - rainfall

        - the amount of water stored in reservoirs

        - the amount used by our customers and others

        - water quality, and

        - legal limitations on use.

        As a result of heavier than normal rainfall in the winter of 1998-1999
as well as the rains during the first quarter of 2000, most of California's
reservoirs remain at or near capacity and the outlook for water supply in the
near term is generally favorable. Population growth and increases in the amount
of water used have, however, increased limitations on use to prevent
overdrafting of groundwater basins. The import of water from the Colorado River,
one of our important sources of supply, is expected to decrease in future years
due to the requirements of the Central Arizona Project. We also have in recent
years taken wells out of service due to water quality problems.

        Water shortages could be caused by the above factors and may affect us
in several ways:

        - they adversely affect supply mix by causing Registrant to rely on more
          expensive purchased water

        - they adversely affect operating costs

        - they may result in an increase in capital expenditures for building
          pipelines to connect to alternative sources of supplies and reservoirs
          and other facilities to conserve or reclaim water

        We may be able to recover increased operating and construction costs for
our regulated systems through the ratemaking process. Registrant may also be
able to recover certain of these costs under the terms of our contractual
agreements with municipalities.

        In certain circumstances, we may recover these costs from third parties
that may be responsible, or potentially responsible, for groundwater
contamination. As of March 31, 2000, Aerojet General Corp. has previously
reimbursed Registrant approximately $4.5 million for costs associated with the
cleanup of the groundwater supply for our Arden-Cordova System and for the
increased costs of purchasing water


                                       28
<PAGE>   31

and developing new sources of groundwater supply. On October 25, 1999, we sued
the California Regional Water Quality Control Board (CRWQCB) alleging that it
has willfully allowed portions of the Sacramento County Groundwater Basin to be
injected with chemical pollution that is contaminating the underground water
supply in our Rancho Cordova customer service area. In a separate lawsuit, also
filed on October 25, 1999, we sued Aerojet General Corp. for causing the
contamination. On March 22, 2000 Aerojet General Corp. filed a cross complaint
against us for negligence and constituting a public nuisance. We cannot predict
the outcome of these lawsuits but we will defend ourselves against these
allegations. Two potentially responsible parties on matter relating to the
clean-up and purchase of replacement water in the Charnock Basin located in the
cities of Santa Monica and Culver City have previously reimbursed us for
replacement water and certain legal and consulting expenses. The Charnock Basin
is in our Culver City customer service area.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Registrant has no derivative financial instruments, financial
instruments with significant off-balance sheet risks or financial instruments
with concentrations of credit risk. The disclosure required is, therefore, not
applicable.

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

        SCW is a defendant in eleven lawsuits involving claims pertaining to
water quality. Nine of the lawsuits involve customer service areas located in
Los Angeles County in the southern portion of the State of California; two of
the lawsuits involve a customer service area located in Sacramento County in
northern California. See the section entitled "Risk Factor Summary" for more
information.

        On September 1, 1999, the First District Court of Appeal in San
Francisco, in a published opinion entitled Hartwell Corporation v. The Superior
Court of Ventura County, held that the CPUC had preemptive jurisdiction over
regulated public utilities and ordered dismissal of a series of lawsuits
pertaining to water quality filed against water utilities, including SCW. Seven
out of eleven lawsuits against SCW have been ordered for dismissal by the state
Court of Appeals -- the Adler (Case No. 1), Santamaria (Case No. 2), Anderson
(Case No. 3), Dominguez (Case No. 4), Celi (Case No. 5), Boswell (Case No. 6),
and Demciuc (Case No. 7) Matters. On October 11, 1999, one group of plaintiffs
has appealed to the California Supreme Court, which has accepted the case.
Management is unable to predict the outcome of this proceeding but, in any
event, does not anticipate a decision prior to 2001.

        On December 3, 1998, SCW was named as a defendant in a complaint in
multiple counts, styled Abarca, et al. v. City of Pomona, et al. (Case No. 8),
filed in Los Angeles Superior Court which seeks recovery for negligence,
wrongful death, strict liability, permanent trespass, continuing trespass,
continuing nuisance, permanent nuisance, negligence per se, absolute liability
for ultrahazardous activity, fraudulent concealment, conspiracy/fraudulent
concealment, battery and unfair business practices on behalf of 383 plaintiffs
(the Abarca Matter). Plaintiffs seek damages, including general and special
damages according to proof, punitive and exemplary damages, as well as
attorney's fees, costs of suit and other unspecified relief. SCW was served on
June 18, 1999.

        SCW was named as a defendant, along with the City of Pomona, California
and Xerox Corporation in the matter styled Adejare, et al. v. Southern
California Water Company, et al. (Case No. 9), filed on July 22, 1999 in Los
Angeles Superior Court which seeks recovery for wrongful death, battery and
fraudulent concealment (the Adejare Matter). Plaintiffs seek damages, including
general and


                                       29
<PAGE>   32

special damages according to proof, punitive and exemplary damages, as well as
attorney's fees, costs of suit and other unspecified relief.

        In December 1997 SCW was named a defendant in the matter of Nathaniel
Allen, Jr., et al. v. Aerojet-General Corporation, et al. (Case No. 10), which
was filed in Sacramento Superior Court. The complaint makes claims based on
wrongful death, personal injury, property damage as a result of nuisance and
trespass, medical monitoring, and diminution of property values (the Allen
Matter). Plaintiffs allege that SCW and other defendants have delivered water to
plaintiffs which allegedly is, or has been in the past, contaminated with a
number of chemicals, including TCE, PCE, carbon tetrachloride, perchlorate,
Freon-113, hexavalent chromium and other, unnamed, chemicals. SCW filed
Demurrers and Motion to Strike in this matter on June 5, 1998. On August 31,
1998, the judge assigned to the Allen Matter, acting on the Court's own motion,
issued a stay of all proceedings in the Allen matter pending the outcome of the
CPUC's Order Instituting Investigation (OII) proceeding. The plaintiffs
petitioned the Third District Court of Appeal for a Writ of Mandamus to overrule
the stay. The Court denied the petition. Plaintiff's then petitioned the
California Supreme Court for relief from the Appellate Court's ruling. The
California Supreme Court denied plaintiff's petition. Thus the stay in the Allen
Matter remains in effect.

        In March 1998, SCW was named a defendant in the matter of Daphne Adams,
et al. v. Aerojet General, et al. (Case No. 11) that was filed in Sacramento
Superior Court (the Adams Matter). The complaint makes claims based on
negligence, strict liability, trespass, public nuisance, private nuisance,
negligence per se, absolute liability for ultrahazardous activity, fraudulent
concealment, violation of California Business and Professions Code section 17200
et seq., intentional infliction of emotional distress, intentional spoilage of
evidence, negligent destruction of evidence needed for prospective civil
litigation, wrongful death and medical monitoring. Plaintiffs seek damages,
including general, punitive and exemplary damages, as well as attorney's fees,
costs of suit, injunctive and restitutionary relief, disgorged profits and civil
penalties, medical monitoring according to proof and other unspecified relief.
SCW filed its Demurrers and Motion to Strike in this matter on June 5, 1998. On
August 31, 1998, the judge assigned to the Adams Matter, acting on the Court's
own motion, issued a stay of all proceedings in the Adams matter pending the
outcome of the CPUC's OII proceeding. The plaintiff's petitioned the Third
District Court of Appeal for a Writ of Mandamus to overrule the stay. The Court
denied the petition. Plaintiff's then petitioned the California Supreme Court
for relief from the Appellate Court's ruling. The California Supreme Court
denied plaintiff's petition. Thus the stay in the Adams Matter remains in
effect.

        In light of the breadth of plaintiffs' claims in these matters, the lack
of factual information regarding plaintiffs' claims and injuries, if any, and
the fact that no discovery has yet been completed, SCW is unable at this time to
determine what, if any, potential liability it may have with respect to these
claims. Registrant believes there are no merits to these claims and intends to
vigorously defend against them.

ORDER INSTITUTING INVESTIGATION

        In March 1998, the CPUC issued an OII to regulated water utilities in
the state of California, including SCW. The purpose of the OII is to determine
whether existing standards and policies regarding drinking water quality
adequately protect the public health and whether those standards and policies
are being uniformly complied with by those water utilities. The OII delineates
the constitutional and statutory jurisdiction of the CPUC and the California
Department of Health Services (DOHS) in establishing and enforcing adherence to
water quality standards. The CPUC's jurisdiction provides for the establishment
of rates, which permit water utilities to furnish water service meeting the
established water quality standards at prices, which are both affordable and
allow the utility to earn a reasonable return on its investment. SCW has
provided its response to a series of questions dealing with the adequacy of
current drinking water standards, compliance by water utilities with such
standards,


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<PAGE>   33

appropriate remedies for failure to comply with safe drinking water standards
and whether increased enforcement and additional drinking water standards are
necessary.

        On June 10, 1999, the CPUC issued an interim order, which established
that the CPUC has jurisdiction to conduct the investigation regarding matters
related to water quality over those water utilities subject to its authority.
The Administrative Law Judge assigned to the OII has issued a draft decision
finding that water utilities, including SCW, have complied with DOHS regulation
and requirements. SCW is unable to predict whether the draft decision will be
approved in part or in its entirety by the CPUC. SCW anticipates a final
decision by the CPUC on this matter in 2000.

OTHER LITIGATION

        On October 25, 1999, SCW filed a lawsuit against the California Regional
Water Quality Control Board (CRWQCB) alleging that the CRWQCB has willfully
allowed portions of the Sacramento County Groundwater Basin to be injected with
chemical pollution that is destroying the underground water supply in SCW's
Rancho Cordova customer service area. In a separate case, also filed on October
25, 1999, SCW sued Aerojet General Corp. for causing the contamination. On March
22, 2000 Aerojet General Corp. filed a cross complaint against SCW for
negligence and constituting a public nuisance. Registrant is unable to determine
at this time what, if any, potential liability it may have with respect to the
cross complaint, but intends to vigorously defend itself against these
allegations. Management cannot predict the outcome of these proceedings.

        Registrant is also subject to ordinary routine litigation incidental to
its business. Other than as disclosed above, no legal proceedings are pending,
except such incidental litigation, to which Registrant is a party or of which
any of its properties is the subject, which are believed to be material.

ITEM 2. CHANGES IN SECURITIES

        As of March 31, 2000, earned surplus amounted to $61,521,000, none of
which was restricted as to payment of cash dividends on Registrant's Common
Shares by any terms of Registrant's debt instruments.

        As of March 31, 2000, authorized but unissued Common Shares include
500,000 and 571,408 Common Shares reserved for issuance under Registrant's
Dividend Reinvestment and Common Share Purchase Program and Investment Incentive
Program (401-k), respectively. Common Shares reserved for the 401-k Plan are in
relation to the matching contributions by SCW and for investment purposes by
participants.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On or about March 24, 2000, common and preferred shareholders of AWR
were mailed a Notice of Annual Meeting and a Proxy Statement. Shareholders were
requested to vote their shares for two items:

1.    Election of a slate of four Class II directors to serve for a two-year
      term expiring at the end of the Annual Meeting of Shareholders in 2002, or
      until their successors are chosen and qualified. The


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<PAGE>   34

      following table presents the results of the election presented at the
      Annual Meeting of Shareholders held on May 2, 2000:

<TABLE>
<CAPTION>
                      PERCENT VOTE
      NAME               "FOR"           "WITHHELD"
----------------      ------------      ------------
<S>                   <C>               <C>
Jean E. Auer             98.22%             1.78%
N.P. Dodge, Jr.          98.15%             1.85%
Robert F. Kathol         98.20%             1.80%
Lloyd E. Ross            98.41%             1.59%
</TABLE>

2.    Consideration of a proposal to approve a stock incentive plan. The purpose
      of the "2000 Plan" is to promote the success of Registrant by attracting,
      motivating, rewarding, retaining and aligning the interests of
      Registrant's employees, including officers, with those of shareholders
      generally. The results of the voting are presented in the table below:

<TABLE>
<CAPTION>
 PROPOSAL               "FOR"           "AGAINST"        "ABSTAIN"
---------              ------           ---------        ---------
<S>                    <C>               <C>               <C>
2000 Plan              75.50%            22.84%            1.66%
</TABLE>

ITEM 5. OTHER INFORMATION

        On May 1, 2000, the Board of Directors of Registrant declared a regular
quarterly dividend of $0.32 per common share. The dividend will be paid June 1,
2000 to shareholders of record as of the close of business on May 12, 2000. In
other actions, the Board of Directors declared regular quarterly dividends of
$0.25 per share, $0.265625 per share and $0.3125 per share on its 4%, 4-1/4% and
5% Cumulative Preferred Shares, respectively.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<S>               <C>
Exhibit 10.18     American States Water Company 2000 Stock Incentive Plan. (Submitted in
                  electronic format only to the Securities and Exchange Commission.)

Exhibit  27.      Schedule UT. (Submitted in electronic format only to the
                  Securities and Exchange Commission.)
</TABLE>

No Reports of Form 8-K were filed during the period covered by this report.


                                       32
<PAGE>   35

                                   SIGNATURES


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



                                            AMERICAN STATES WATER COMPANY
                                            and its subsidiary
                                            SOUTHERN CALIFORNIA WATER COMPANY



                                            By : s/     McClellan Harris III
                                              ----------------------------------
                                                        McClellan Harris III
                                                      Vice President - Finance,
                                                      Chief Financial Officer,
                                                       Treasurer and Secretary




                                            By : s/    Linda J. Matlick
                                              ----------------------------------
                                                       Linda J. Matlick
                                                          Controller
                                               Southern California Water Company




Dated: May 8, 2000




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