SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
For the Plan year ended December 31, 2004
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
COMMISSION FILE NUMBER 1-3523
A. | Full title of the plan and the address of plan, if different from that of the issuer named below: |
WESTAR ENERGY, INC.
EMPLOYEES 401(k) SAVINGS PLAN
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
WESTAR ENERGY, INC.
818 South Kansas Avenue
Topeka, Kansas 66612
Westar Energy, Inc.
Employees 401(k) Savings
Plan
Financial Statements as of December 31, 2004 and 2003 and for
the Year Ended December 31, 2004, Supplemental
Schedule as of December 31, 2004, and Report of Independent
Registered Public Accounting Firm
WESTAR ENERGY, INC. EMPLOYEES 401(k) SAVINGS PLAN
TABLE OF CONTENTS
Pages | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004 AND 2003, AND FOR THE YEAR ENDED DECEMBER 31, 2004: |
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2 | ||
3 | ||
4-8 | ||
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004 - |
||
Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets (Held at End of Year) |
9 |
All other schedules required by section 2520.103-10 of the Department of Labors rules and regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Investment and Benefit Committee of
Westar Energy, Inc. Employees 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits of Westar Energy, Inc. Employees 401(k) Savings Plan (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
June 27, 2005
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EMPLOYEES 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 |
2003 | |||||
ASSETS: |
||||||
Investments (see Note 3): |
||||||
Mutual Funds |
$ | 222,222,154 | $ | 191,420,224 | ||
Westar Energy Common Stock Fund |
44,125,943 | 41,312,406 | ||||
Westar Energy IC Fund |
47,374,523 | 45,898,802 | ||||
Loan Fund |
7,778,598 | 7,807,307 | ||||
Total investments |
321,501,218 | 286,438,739 | ||||
Interest and dividends receivable |
455,812 | 389,550 | ||||
Contributions receivable: |
||||||
Employer |
83,059 | 53,347 | ||||
Participant |
246,928 | 380,442 | ||||
Total assets |
322,287,017 | 287,262,078 | ||||
LIABILITIES - |
||||||
Accounts payable |
48,493 | 14,606 | ||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 322,238,524 | $ | 287,247,472 | ||
See notes to financial statements.
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EMPLOYEES 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004
ADDITIONS: |
|||
Investment Income: |
|||
Interest and dividend income |
$ | 8,061,994 | |
Net appreciation in fair value of investments |
26,678,202 | ||
Total Investment Income |
34,740,196 | ||
Contributions: |
|||
Employer |
3,410,046 | ||
Participant |
10,546,263 | ||
Rollover |
746,493 | ||
Total contributions |
14,702,802 | ||
Transfers to the plan (see Note 8) |
14,044 | ||
Total additions |
49,457,042 | ||
DEDUCTIONS: |
|||
Benefits paid to participants |
14,445,275 | ||
Administrative expenses |
20,715 | ||
Total deductions |
14,465,990 | ||
NET INCREASE |
34,991,052 | ||
NET ASSETS AVAILABLE FOR BENEFITS: |
|||
Beginning of year |
287,247,472 | ||
End of year |
$ | 322,238,524 | |
See notes to financial statements.
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WESTAR ENERGY, INC. EMPLOYEES 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
1. | NATURE OF OPERATIONS |
The following description of the Westar Energy, Inc. (the Company) Employees 401(k) Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General - The Plan is a defined contribution plan, designed to provide benefits for eligible employees of the Company upon retirement or earlier termination of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility - An employee becomes eligible to participate in the Plan as of the first day of the calendar month following commencement of active full-time employment or re-employment and/or as specified within the Plan document. Participants are eligible for the Company matching contribution following the completion of one year of service, as defined by the Plan.
Contributions - Participants may contribute between 1 to 50 percent of earnings as defined by the plan. All employees who are eligible to make elective deferrals under the Plan and have attained age 50, are eligible to make catch-up contributions in accordance with the Plan document. In addition to or instead of pretax contributions, participants may elect to make after-tax contributions of between 1 percent and 4 percent of earnings, as defined by the Plan. Participants may also contribute amounts representing distributions from other qualified employee benefits plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers nine mutual funds, an investment contract fund and a Company stock fund as investment options for participants. Contributions up to the first 6 percent of a participants earnings, as defined by the Plan, are matched 50 percent by the Company. Contributions up to the first 6 percent of earnings by employees covered by a collective bargaining agreement as defined by the Plan, are matched 65 percent by the Company. The Company matching contribution may be made in either cash or in Westar Energy, Inc. common stock, generally at the option of the Company. All contributions are currently matched in cash. Participants are fully vested in all contributions and earnings thereon. Contributions are subject to certain limitations. Active participants are allowed to make additional contributions each quarter to meet the maximum contribution percentage. These contributions are considered in determining matching employer contributions. Company matching contributions are suspended for a period of six months in the event that a participant withdraws money from their after-tax account, pre-tax account after age 59½, and/or the Company match account. Company matching contributions are also suspended, for a period of twelve months, in the event a participant receives a hardship withdrawal.
Payment of Benefits - Benefits are recorded when paid. Upon retirement, death, disability or termination of employment, all vested balances are paid to the participant or the participants beneficiaries in accordance with the Plan.
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Participant Accounts - A separate account is maintained for each participant. Allocations to participant accounts for employer and employee contributions are made when the contributions are received by the trustee. Allocations to participant accounts for the net of interest, dividends, realized and unrealized changes in investment gains and losses and plan expenses are made when such amounts are earned or incurred.
Loans to Participants - Participants are permitted to borrow a specified portion of the balance in their individual account. Loan interest rates and terms are established by the Companys Investment and Benefits Committee, which administers the Plan. Loans are evidenced by promissory notes payable to the Plan over one to five years for general purpose loans and up to 30 years for principal residence loans.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates - - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. There is a possibility that changes in the value of Westar Energy, Inc. common stock could occur and affect the amounts reported in the statements of net assets available for benefits.
Administrative Expenses - All administrative expenses of the Plan were paid by the Company with the exception of loan administrative charges, which were paid by the participants. The Company has no continuing obligation to pay these expenses.
Investment Valuation and Income Recognition - The Plans investments are stated at fair value except for its benefit responsive investment contracts, which are valued at contract value, which approximates market as determined by the custodian, and participant loans, which are carried at cost which approximates market value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. The Westar Energy Common Stock Fund is valued at its year-end unit closing price (comprised of year end market price plus uninvested cash). Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
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Westar Energy Common Stock Fund - Effective January 1, 2003, the portion of the Plan consisting of the Westar Energy Common Stock Fund is designated as a stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code (IRC) and an employee stock ownership plan within the meaning of Section 4975(e)(7) of the IRC. Such portion of the Plan is referred to as the ESOP. The ESOP was not implemented until September 18, 2003. The ESOP is designed to invest primarily in common stock of the Company or other qualifying employer securities as defined in Section 4975(e)(8) of the IRC. With respect to dividends paid on Company stock allocated on the record date of the applicable dividend to a participants account under the ESOP, the participant has the right to elect either the dividend be paid directly in cash or be paid to the participants account under the ESOP and invested in Company stock in the Westar Energy Common Stock Fund. Dividends paid from the ESOP to participants were $144,060 in 2004.
3. | INVESTMENTS |
The Plans investments that represented 5 percent or more of the Plans net assets available for benefits as of December 31, 2004 and 2003, are as follows:
2004 |
2003 | |||||
Vanguard Windsor Fund |
$ | 73,889,035 | $ | 67,379,921 | ||
Westar Energy Common Stock Fund |
44,125,943 | 41,312,406 | ||||
Fidelity Magellan Fund |
30,369,685 | |||||
Vanguard PRIMECAP Fund |
50,221,822 | 40,925,311 | ||||
Vanguard 500 Index Fund |
51,543,432 | 20,156,040 | ||||
Vanguard Wellington Fund |
20,671,909 | 16,661,139 | ||||
Westar Energy IC Fund |
47,374,523 | 45,898,802 |
During 2004, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $26,678,202 as follows:
Mutual Funds |
$21,734,071 | |||
Westar Energy Common Stock Fund |
4,944,131 | |||
$26,678,202 | ||||
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4. | INVESTMENT CONTRACT |
The Plans investment in the Westar Energy IC Fund invests in benefit-responsive investment contracts with several insurance companies and banks. The contracts are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contracts are included in the financial statements at contract value (which approximates fair value) as reported to the Plan by the custodian, which totaled $47,374,523 and $45,898,802 at December 31, 2004 and 2003, respectively. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk and the contract issuer or otherwise. The average yield and crediting interest rates were approximately 4 percent for 2004 and 5 percent for 2003. Generally, the crediting interest rates for investment contracts will change quarterly based upon the performance of the underlying investment portfolio. The Fund pays Vanguard Fiduciary Trust Company, the Plans trustee, a flat administrative fee of $100,000 per year, which is included as a reduction to the Funds earnings.
During 2003, the Companys Investment and Benefits Committee determined and approved the movement of the Westar Energy IC Fund to the Vanguard Retirement Savings Trust, a common/collective trust, as the investment contracts within the Westar Energy IC Fund mature.
5. | FEDERAL INCOME TAX STATUS |
The Plan obtained its latest determination letter on July 9, 2004, in which the Internal Revenue Service stated the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination letter. The Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes is included in these financial statements.
6. | PLAN TERMINATION |
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
7. | RELATED-PARTY TRANSACTIONS |
The Plan invests in shares of mutual funds managed by Vanguard. Vanguard Fiduciary Trust Company is the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. Also, the Westar Energy Common Stock Fund includes transactions that also qualify as party-in-interest transactions.
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8. | TRANSFERS TO THE PLAN |
On January 1, 2003 and March 19, 2003, the Company re-acquired two subsidiaries, Protection One Data Services, Inc. and AV One, Inc., that previously had been sold to Protection One, Inc. (Protection One). The Company allowed employees of these subsidiaries with a balance in the Protection One 401(k) Plan to transfer the balance to the Plan. During 2003 and 2004, these employees transferred to the Plan $969,527 and $14,044, respectively.
9. | SUBSEQUENT EVENTS |
Effective January 1, 2005, the Plan was amended to change the employer match for non-union employees from 50% to 65% of the first 6% of employee contributions to the Plan.
* * * * *
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WESTAR ENERGY, INC. EMPLOYEES 401(k) SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT THE END OF YEAR)
DECEMBER 31, 2004
Identity of Issuer, Borrower, Lessor, or Similar Party |
Description of Investment |
Shares/Units |
Cost |
Current Value | |||||||
* |
Vanguard Windsor Fund | Mutual Fund | 4,089,045 | ** | $ | 73,889,035 | |||||
* |
Vanguard PRIMECAP Fund | Mutual Fund | 806,129 | ** | 50,221,822 | ||||||
* |
Vanguard 500 Index Fund | Mutual Fund | 461,693 | ** | 51,543,432 | ||||||
* |
Vanguard Wellington Fund | Mutual Fund | 684,727 | ** | 20,671,909 | ||||||
* |
Vanguard Total Bond Market Index Fund | Mutual Fund | 524,911 | ** | 5,390,835 | ||||||
* |
Vanguard Prime Money Market Fund | Mutual Fund | 5,270,998 | ** | 5,270,998 | ||||||
* |
Vanguard Mid-Cap Index Fund | Mutual Fund | 305,604 | ** | 4,779,642 | ||||||
* |
Vanguard Small-Cap Index Fund | Mutual Fund | 196,638 | ** | 5,273,837 | ||||||
* |
Vanguard Total International Stock Index Fund | Mutual Fund | 411,162 | ** | 5,180,644 | ||||||
Total Mutual Funds | 222,222,154 | ||||||||||
* |
Westar Energy Common Stock Fund | Company Stock Fund | 3,581,651 | ** | 44,125,943 | ||||||
Westar Energy IC Fund: | |||||||||||
John Hancock Life Insurance Company, matures 1/31/2005 |
Investment contract #15073 | 1,990,877 | ** | 1,990,877 | |||||||
JP Morgan WRESO, matures 12/27/2006 |
Investment contract #AWRES01 | 9,268,678 | ** | 9,268,678 | |||||||
Metropolitan Mutual Life Insurance, matures 10/15/2006 |
Investment contract #28407 | 3,482,327 | ** | 3,482,327 | |||||||
Rabobank Nederland, matures 6/29/2007 |
Investment contract #WRS070101 | 7,445,283 | ** | 7,445,283 | |||||||
State Street Bank & Trust, matures 9/30/2007 |
Investment contract #101015 | 8,333,743 | ** | 8,333,743 | |||||||
IXIS Capital, Matures 9/30/2007 |
Investment contract #185101 | 3,717,198 | ** | 3,717,198 | |||||||
GE Life and Annuity Assurance, matures 5/30/2007 |
Investment contract #3829 | 1,592,964 | ** | 1,592,964 | |||||||
* Vanguard Retirement Savings Trust IV |
Common Collective Trust | 10,510,571 | ** | 10,510,571 | |||||||
* Vanguard Prime Money Market Fund |
Money-Market | 1,032,882 | ** | 1,032,882 | |||||||
Total Westar Energy IC Fund | 47,374,523 | ||||||||||
* |
Loan Fund | Various participants, interest rates ranging from 4.1% to 14%, maturities through November 22, 2034. | ** |
7,778,598 | |||||||
Total Investments | $ | 321,501,218 | |||||||||
* | Represents a party-in-interest to the Plan. |
** | Cost information is not required for participant-directed investments and, therefore, is not included |
- 9 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment and Benefits Committee for the Westar Energy, Inc. Employees 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
WESTAR ENERGY, INC.
By:
Signature |
Title |
Date | ||
/s/ Greg A. Greenwood Greg A. Greenwood |
Chairman |
June 28, 2005 | ||
/s/ Mark A. Ruelle Mark A. Ruelle |
Member |
June 28, 2005 | ||
/s/ Larry D. Irick Larry D. Irick |
Member |
June 28, 2005 | ||
/s/ Bruce A. Akin Bruce A. Akin |
Member |
June 28, 2005 | ||
/s/ Caroline A. Williams Caroline A. Williams |
Member |
June 28, 2005 | ||
/s/ Douglas J. Henry Douglas J. Henry |
Member |
June 28, 2005 |
- 10 -
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-93355 and 033-57435 of Westar Energy, Inc. on Form S-8 of our report dated June 27, 2005 appearing in the Annual Report on Form 11-K of the Westar Energy, Inc. Employees 401(k) Savings Plan for the year ended December 31, 2004.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
June 27, 2005