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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- For the Plan year ended December 31, 2001 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- For the Transition Period from _________________ to _________________ Commission file number 1-3523 ------ A. Full title of the Plan: WESTERN RESOURCES, 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, KS 66612
Western Resources, Inc. Employees' 401(k) Savings Plan Financial Statements as of December 31, 2001 and 2000 and for the Year Ended December 31, 2001 and Independent Auditors' Report
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN TABLE OF CONTENTS - ----------------------------------------------------------------------------------------------------------- Pages FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001: Independent Auditors' Report 1 Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2001: Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes at the End of Year 8-9 Form 5500, Schedule H, Part IV, Line 4j - Schedule of Reportable Transactions 10
INDEPENDENT AUDITORS' REPORT To the Investment and Benefits Committee of Western Resources, Inc. Employees' 401(k) Savings Plan We have audited the accompanying statements of net assets available for benefits of Western Resources, Inc. Employees' 401(k) Savings Plan (the "Plan"), as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in its net assets for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 2001, and of reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rule and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Kansas City, Missouri June 27, 2002 -1-
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 AND 2000 - ------------------------------------------------------------------------------- 2001 2000 ASSETS Investments (see Note 3) $ 315,165,017 $ 336,722,613 Interest and dividends receivable 754,334 707,475 Contributions receivable: Employer 55,613 -- Participant 161,167 -- Other -- 60,632 -------------- -------------- Total assets 316,136,131 337,490,720 LIABILITIES Accounts payable (69,758) -- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 316,066,373 $ 337,490,720 ============== ============== See notes to financial statements. -2-
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2001 - ---------------------------------------------------------------------------------------------- 2001 ADDITIONS INVESTMENT INCOME: Net depreciation in fair value of investments $ (32,216,088) Interest and dividends 11,995,107 ------------- Total investment loss (20,220,981) ------------- CONTRIBUTIONS: Participant 12,135,387 Employer 3,669,155 Rollover 164,557 ------------- Total contributions 15,969,099 ------------- Total (4,251,882) ------------- DEDUCTIONS: Benefits paid to participants 17,135,265 Other 37,200 ------------- Total deductions 17,172,465 ------------- NET DECREASE (21,424,347) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 337,490,720 ------------- End of year $ 316,066,373 ============= See notes to financial statements. -3-
WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2001 AND 2000 ------------------------------------------------------------------------------- 1. NATURE OF OPERATIONS The following brief description of the Western Resources, 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. The Vanguard Fiduciary Trust Company & Affiliates are the plan trustee and administrator that holds the Plan's assets and executes investment transactions. General - The Plan is a defined contribution plan, designed to assist eligible employees in establishing a regular retirement savings plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Eligibility - An employee shall become eligible to participate in the Plan as of the first day of the calendar month following commencement of active full-time employment. Contributions - Participants of the Plan are allowed to make tax deferred contributions of between 1 percent and 14 percent of earnings subject to certain Internal Revenue Code ("IRC") limits. In addition to or instead of pretax contributions, participants can elect to make after-tax contributions of between 1 percent and 4 percent of earnings. Contributions up to the first 6 percent of a participant's earnings are matched 50 percent by the Company. Effective July 1, 2001 collectively bargained employees Company match increased from 50 percent to 65 percent. The matching Company contribution may be made in either cash or in Western Resources, Inc. common stock, generally at the option of the Company. If Company-matching contributions are made in the form of Company stock, such contributions may not be transferred to other investment funds. Participants are fully vested in all contributions and earnings thereon. The Plan allows rollover contributions into the Plan. Active participants are allowed to make additional contributions each quarter to meet the maximum contribution percentage based on their annual compensation. These contributions are considered in determining matching employer contributions. Matching employer contributions are suspended for a period of six months in the event that a participant withdrew money from after-tax and/or Company-matching accounts. 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 participant's beneficiaries in accordance with plan terms. -4-
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 Investment and Benefits Committee and all loans must be approved by that committee. 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, provided the age criteria is met. Tax Status - The Plan obtained its latest determination letter on May 15, 1996, in which the Internal Revenue Service ("IRS") 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. In 2002, the employer requested a new determination letter for the Plan from the IRS. Plan Termination - Although it has not expressed an intent to do so, the Company is free to terminate the Plan at any time subject to the provisions of ERISA. Upon termination, all participant accounts remain fully vested. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - The Plan's financial statements are maintained on the accrual basis. Employer and employee contributions are accrued as the employees' salaries are earned. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 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 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 Western Resources, 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 - The Plan's 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. -5-
3. INVESTMENTS The following investments represent over 5 percent of net assets available for benefits at December 31: 2001 2000 Vanguard Windsor Fund $ 79,403,238 $ 74,916,725 Western Resources, Inc. Common Stock Fund* 36,084,069 56,875,808 Fidelity Magellan Fund 39,275,630 44,259,525 Vanguard PRIMECAP Fund 46,713,088 52,001,403 Vanguard 500 Index Fund 21,778,135 23,202,331 Vanguard Wellington Fund 16,944,906 Western Resources IC Fund 52,208,180 48,516,317 *Includes both participant and nonparticipant-directed funds. The net appreciation (depreciation) in fair value of investments included in the statement of changes in net assets available for benefits for the year ended December 31, 2001, consisted of the following: Fidelity Magellan Fund $ (5,617,473) Vanguard 500 Index Fund (3,123,222) Vanguard International Growth Fund (633,861) Vanguard PRIMECAP Fund (7,808,764) Vanguard Total Bond Market Index Fund 23,772 Vanguard Wellington Fund (524,382) Vanguard Windsor Fund 1,716,927 Western Resources, Inc. Common Stock Fund (16,249,085) ------------- Net Depreciation in Fair Value of Investments $ (32,216,088) ============= 4. INVESTMENT CONTRACT The Plan has entered into an investment contract which has invested in investment contracts with several insurance companies and banks. The investment contract maintains contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the accompanying statements of net assets available for benefits at contract value (which approximates fair value) as reported to the Plan by the custodian, which totaled $52,208,180 and $48,516,317 at December 31, 2001 and 2000, respectively. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. The crediting interest rate of the investment contract was 5.89 percent as of December 31, 2001 and 6.7 percent as of December 31, 2000. The average yield for the investment contracts was 6.27 percent and 6.37 percent for 2001 and 2000, respectively. Generally, the crediting interest rates for insurance and investment contracts will change quarterly based upon the performance of the underlying investment portfolio. -6-
5. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets related to the nonparticipant-directed investments is as follows at December 31: 2001 2000 Net Assets: Western Resources, Inc. Common Stock Fund $ 3,651,547 $ 3,234,070 ============= ============= Changes in Net Assets Available for Benefits: Net Depreciation $ (1,266,351) Dividends 216,078 Contributions 1,648,857 Disbursements and Transfers to Participant-Directed Investments (181,108) ------------- $ 417,476 ============= ****** -7-
EIN: 48-0290150 PN: 004 WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR DECEMBER 31, 2001 - ----------------------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Identity of Issue, Borrower, Lessor Description of Investment Including or Similar Party Maturity Date, Rate of Interest, Current Collateral, Par or Maturity Value Cost Value * AIG Life, matures 8/15/01 Investment contract #1076 (2,052,473 shares) $ 2,052,473 $ 2,052,473 * Allstate Life Insurance Company, matures 10/31/03 Investment contract #6148 (3,029,549 shares) 3,029,549 3,029,549 * John Hancock Life Insurance, matures 1/31/05 Investment contract #15073 (3,247,565 shares) 3,247,565 3,247,565 * Massachusetts Mutual Life Insurance, matures 4/30/04 Investment contract #35034 (5,706,780 shares) 5,706,780 5,706,780 * Natwest Markets Sam, matures 6/30/02 Investment contract #185A (5,370,903 shares) 5,370,903 5,370,903 * New York Life Insurance Company, matures 10/31/02 Investment contract #30309 (3,027,425 shares) 3,027,425 3,027,425 * Principal Mutual Life Insurance Company, matures 1/31/04 Investment contract #418026-2 (3,448,209 shares) 3,448,209 3,448,209 JP Morgan WRESO Vanguard Total Bond Market Fund (931,106 shares) 9,502,250 9,502,250 Metropolitan Mutual Life Insurance Investment contract #28407 (3,021,094 shares) 3,021,094 3,021,094 Rabobank Nederland Investment contract #WRS 070101 (3,070,841 shares) 3,070,841 3,070,841 State Street Bank & Trust Investment contract #10105 (2,634,306 shares) 2,634,306 2,634,306 State Street Bank & Trust Investment contract #101031 (3,128,586 shares) 3,128,586 3,128,586 (Continued) -8-
EIN: 48-0290150 PN: 004 WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR DECEMBER 31, 2001 - ----------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Identity of Issue, Borrower, Lessor Description of Investment Including or Similar Party Maturity Date, Rate of Interest, Current Collateral, Par or Maturity Value Cost Value * Vanguard Prime Money Market Fund Mutual fund (12,686,878 shares) 12,686,878 12,686,878 * Vanguard Windsor Fund Mutual fund (5,076,933 shares) 77,279,214 79,403,238 * Vanguard PRIMECAP Fund Mutual fund (906,698 shares) 43,705,532 46,713,088 * Vanguard 500 Index Fund Mutual fund (205,668 shares) 20,042,789 21,778,135 * Vanguard Wellington Fund Mutual fund (621,603 shares) 16,864,579 16,944,906 Fidelity Magellan Fund Mutual fund (376,853 shares) 36,060,414 39,275,630 * Vanguard International Growth Fund Mutual fund (168,447 shares) 3,130,985 2,528,384 * Vanguard Total Bond Market Index Fund Mutual fund (228,327 shares) 2,285,464 2,263,680 * Western Resources, Inc. Common Stock Fund Common Stock Fund (2,097,911 shares) 47,898,313 36,084,069 * Participant loans, at interest rates 10,247,028 10,247,028 ranging from 4.10% to 14% ------------ ------------ Total Investments $317,441,177 $315,165,017 ============ ============ * Investments with party-in-interest to the Plan. -9-
EIN: 48-0290150 PN: 004 WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN FORM 5500, SCHEDULE H, PART IV, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ (a) (b) (c) (d) (e) (f) (g) Current Value Purchase Selling Cost of of Asset on Net Gain Identity of Party Involved Description of Asset Price Price Asset Transaction Date or (Loss) SINGLE TRANSACTIONS None. SERIES TRANSACTIONS The Vanguard Group Vanguard PRIMECAP Fund $ 9,848,089 $ 9,848,089 $ 7,327,640 $ 7,517,020 7,327,640 $ (189,380) The Vanguard Group Vanguard Windsor Fund 10,650,654 10,650,654 7,881,069 7,832,829 7,881,069 48,240 The Vanguard Group Western Resources IC Fund 10,611,854 10,611,854 6,959,624 6,959,624 6,959,624 Western Resources, Inc. Western Resources, Inc. Common Stock 7,235,701 7,235,701 Fund 11,813,301 12,453,394 11,813,301 (640,093) -10-
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Investment and Benefits Committee for the Western Resources Inc. Employees' 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WESTERN RESOURCES, INC. EMPLOYEES' 401(k) SAVINGS PLAN By: Signature Title Date --------- ----- ---- /s/ Paul R. Geist Chairman July 1, 2002 - ------------------------- Paul R. Geist /s/ Bruce A. Akin Member July 1, 2002 - ------------------------- Bruce A. Akin /s/ Larry D. Irick Member July 1, 2002 - ------------------------- Larry D. Irick
EXHIBIT INDEX Exhibit Number Description of Documents Page - ------------------------------------------------------------------------------- 23 Consent of Independent Public Accountants (filed electronically)
EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Nos. 333-93355 and 33-57435 of Western Resources, Inc. on Form S-8 of our report dated June 27, 2002, appearing in this Annual Report on Form 11-K of the Western Resources, Inc. Employees' 401(k) Savings Plan for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Kansas City, Missouri June 27, 2002