DOCUMENTS INCORPORATED BY REFERENCE
Part
Document
   
III   The registrant's definitive proxy statement for the Annual Meeting of Shareholders to be held June 16, 2003.
         
TABLE OF CONTENTS  
PAGE

PART I
     
Item 1.   Business  
11
Item 2.   Properties  
22
Item 3.   Legal Proceedings  
22
Item 4.   Submission of Matters to a Vote of Security Holders  
22

PART II
     
Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters  
23
Item 6.   Selected Financial Data  
23
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations  
24
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk  
44
Item 8.   Financial Statements and Supplementary Data  
46
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  
84

PART III
     
Item 10.   Directors and Executive Officers of the Registrant  
85
Item 11.   Executive Compensation  
86
Item 12.   Security Ownership of Certain Beneficial Owners and Management  
86
Item 13.   Certain Relationships and Related Transactions  
86
Item 14.   Controls and Procedures  
86

PART IV
     
Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K  
86
Signatures   .......................  
88
       

 

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Annual Report on Form 10-K are “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forwardlooking statements may include words like we “believe,” “anticipate,” “target,” “expect,” “pro forma,” “estimate,” “intend” or words of similar meaning. Forwardlooking statements describe our future plans, objectives, expectations or goals. Such statements address future events and conditions concerning: capital expenditures; earnings; liquidity and capital resources; litigation; accounting matters; possible corporate restructurings, mergers, acquisitions and dispositions; the sale of assets proposed in our Debt Reduction and Restructuring Plan filed with the Kansas Corporation Commission on February 6, 2003; compliance with debt and other restrictive covenants; interest and dividends; Protection One, Inc.’s financial condition and its impact on our consolidated results; possible future impairment charges; environmental matters; nuclear operations; events in foreign markets in which investments have been made; and the overall economy of our service area.

What happens in each case could vary materially from what we expect because of such things as: electric utility deregulation or re-regulation; regulated and competitive markets; ongoing municipal, state and federal activities; economic conditions; changes in accounting requirements and other accounting matters; changing weather; rate and other regulatory matters, including the impact of the November 8, 2002 and December 23, 2002 orders issued by the Kansas Corporation Commission requiring debt reduction; amendments or revisions to our Debt Reduction and Restructuring Plan filed with the Kansas Corporation Commission; the impact of changes and downturns in the energy industry and the market for trading wholesale electricity; the sale of our interests in ONEOK, Inc., Protection One, Inc., and Protection One Europe; the federal grand jury subpoena by the United States Attorney’s Office requesting certain information; the Securities and Exchange Commission’s review of our consolidated financial statements; the subpoena received from the Federal Energy Regulatory Commission seeking information on power trades with Cleco Corporation and its affiliates and on other power marketing transactions; political, legislative and regulatory developments; regulatory, legislative and judicial actions; the impact of the purported shareholder and employee class action lawsuits filed against us; the impact of changes in interest rates generally and, specifically, changes in the London Interbank offer rate (LIBOR) on the fair value of our swap transactions; changes in the 10-year United States treasury rates and the corresponding impact on the fair value of our call option; homeland security considerations; ongoing impairment tests; coal, natural gas and oil prices; and other circumstances affecting anticipated operations, sales and costs.

These lists are not all-inclusive because it is not possible to predict all possible factors. This report should be read in its entirety. No one section of the report deals with all aspects of the subject matter. Any forward-looking statement speaks only as of the date such statement was made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement was made except as required by applicable laws or regulations.

 

 

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