Dividend Policy
Our board of directors reviews our common stock dividend policy from time to time. Among the factors the board of directors considers in determining dividend policy are earnings, cash flows, capitalization ratios, regulation, including the KCC’s order requiring us to reduce our outstanding debt, competition and financial loan covenants. In February 2003, we declared a first-quarter 2003 dividend of $0.19 per share. Our Articles of Incorporation restrict the payment of dividends or the making of other distributions on our common stock while any preferred shares remain outstanding unless certain capitalization ratios and other conditions are met. See Note 20 of the Notes to Consolidated Financial Statements, “Common Stock, Preferred Stock and Other Mandatorily Redeemable Securities,” for a description of these provisions. We do not expect these restrictions to have an impact on our ability to pay dividends on our common stock at the current rate.

Debt Repurchase Plans
Protection One may, from time to time, purchase its debt and equity securities in the open market or through negotiated transactions. We may also purchase our debt. The timing, terms of such purchases and amount of debt actually purchased will be determined based on KCC orders, market conditions and other factors.

Equity Issuance Plans
We may, from time to time, issue equity securities.

Credit Ratings
S&P, Moody’s and Fitch Investors Service (Fitch) are independent credit-rating agencies that rate our debt securities. These ratings indicate the agencies’ assessment of our ability to pay interest and principal on our securities.

On April 2, 2002, Moody’s downgraded its ratings on Protection One’s outstanding securities with the outlook remaining negative. On April 29, 2002, Moody’s confirmed our ratings with a negative outlook. On January 29, 2003, Fitch revised our and KGE’s Rating Watch status from evolving to negative, but on March 11, 2003, Fitch affirmed its ratings for us and KGE and removed the ratings from Rating Watch Negative. Following the filing of the Debt Reduction Plan with the KCC, S&P affirmed its ratings for us and KGE and removed all ratings from CreditWatch Negative, changing such designation to CreditWatch Developing on February 6, 2003.

As of March 14, 2003, ratings with these agencies are as follows:

In general, declines in our credit ratings make debt financing more costly and more difficult to obtain on terms that are economically favorable to us. Westar Energy and KGE do not have any credit rating conditions in any of the agreements under which our debt has been issued, except for conditions in the agreements governing the sale of our accounts receivable discussed above.

 

OTHER INFORMATION

Electric Utility
     Potential Sale of Utility Assets
On October 14, 2002, we announced an agreement with Midwest Energy, Inc. (Midwest Energy) for the sale to Midwest Energy of a portion of our transmission and distribution assets and rights to provide service to customers in an area of central Kansas. The sale will affect about 10,000 customers, or about 1.5% of our total customers, over 895 square miles. The area, which includes 42 towns, is on the west edge of our service territory and is largely surrounded by Midwest Energy’s existing territory. The proposed sale is contingent upon approval by the KCC and FERC. KCC hearings have been scheduled to begin on May 20, 2003. We can give no assurance as to when or if this transaction will occur. From time to time we may consider similar transactions.

     City of Wichita Franchise
KGE’s franchise with the City of Wichita to provide retail electric service is effective through December 1, 2003. We are currently negotiating with the City of Wichita for a long-term franchise agreement. There can be no assurance that we can successfully renegotiate the franchise with terms similar, or as favorable, as those in the current franchise. Under Kansas law, KGE will continue to have the right to serve the customers in Wichita following the expiration of the franchise. Customers within the Wichita metropolitan area account for approximately 21% of our total energy sales volumes.

     Network Integration Transmission Service
Effective January 1, 2002, we began taking Network Integration Transmission Service under the SPP’s Open Access Transmission Tariff. This provides a cost-effective way for us to participate in a broader market of generation resources with the possibility of lower transmission costs. This tariff provides for a zonal rate structure, whereby transmission customers pay a pro rata share, in the form of a reservation charge, for the use of the facilities for each transmission owner that serves them. As a result, the SPP has operational control over our transmission system, although we still own our transmission assets and maintain responsibility for dispatching, maintenance and storm restoration.

Currently, all revenues collected within a zone are allocated back to the transmission owner serving the zone. Since we are a transmission provider for our zone and are currently the only transmission customer taking service from that zone, we are currently being assessed 100% of the zonal costs and receiving all of the costs back as revenue, less servicing fees. In 2002, these network integration transmission costs were approximately $65.9 million, and the associated revenues were approximately $60.1 million, for a net expense of approximately $5.8 million. The revenues received are reflected in electric operating revenues, and the related charges are expensed.

     Stranded Costs
Stranded costs for a utility business are commitments or investments in, and carrying costs on, property, plant and equipment, and other regulatory assets that exceed the amount that can be recovered in a competitive market. We currently apply accounting standards that recognize the economic effects of rate regulation and record regulatory assets and
     


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