10-K

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2001

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

For the transition period from                                     to                                     

0-24780 (Commission File Number)	33-73002-01 (Commission File Number)
Protection One, Inc. (Exact Name of Registrant as Specified in Charter)	Protection One Alarm Monitoring, Inc. Exact Name of Registrant as Specified in Charter)
Delaware (State of Other Jurisdiction of Incorporation or Organization)	Delaware (State or Other Jurisdiction of Incorporation or Organization)
93-1063818 (I.R.S. Employer Identification No.)	93-1064579 (I.R.S. Employer Identification No.)
818 S. Kansas Avenue, Topeka, Kansas 66612 (Address of Principal Executive Offices, Including Zip Code)	818 S. Kansas Avenue, Topeka, Kansas 66612 (Address of Principal Executive Offices, Including Zip Code)
(785) 575-1707 (Registrant's Telephone Number, Including Area Code)	(785) 575-1707 (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, par value $.01 per share, of Protection One, Inc.	New York Stock Exchange
63/4% Convertible Senior Subordinated Notes Due 2003 of Protection One Alarm Monitoring, Inc., Guaranteed by Protection One, Inc.

Securities registered pursuant to Section 12(g) of the Act:

(None)
(Title of Class)

        Indicate by check mark whether each of the registrants (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 such registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

        The aggregate market value of common stock of Protection One, Inc. held by nonaffiliates on March 15, 2002 (based on the last sale price of such shares on the New York Stock Exchange) was $29,566,175.

        As of March 15, 2002, Protection One, Inc. had 97,901,367 shares of Common Stock outstanding, par value $0.01 per share. As of such date, Protection One Alarm Monitoring, Inc. had outstanding 110 shares of Common Stock, par value $0.10 per share, all of which shares were owned by Protection One, Inc. Protection One Alarm Monitoring, Inc. meets the conditions set forth in General Instructions I (1)(a) and (b) for Form 10-K and is therefore filing this form with the reduced disclosure format set forth therein.

DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of Protection One, Inc.'s proxy statement on Schedule 14A to be furnished to stockholders in connection with its Annual Meeting of Stockholders are incorporated by reference in Part III of the Form 10-K. Such proxy statement is expected to be filed with the Commission by April 23, 2002.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Submission of Matters to a Vote of Security Holders	19
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	19
Item 6.	Selected Financial Data	20
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation	23
Item 7A.	Qualitative and Quantitative Disclosure About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
PART III
Item 10.	Directors and Executive Officers of the Registrants	41
Item 11.	Executive Compensation	41
Item 12.	Security Ownership of Certain Beneficial Owners and Management	41
Item 13.	Certain Relationships and Related Transactions	41
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	42

2

PART I

FORWARD-LOOKING STATEMENTS

        This Annual Report on Form 10-K (this "Report") and the materials incorporated by reference herein include "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 generally can be identified as such because the context of the statement includes words such as we "believe," "expect," "anticipate" or other words of similar import. Similarly, statements herein that describe our objectives, plans or goals also are forward-looking statements. Such statements include those made on matters such as our earnings and financial condition, litigation, accounting matters, our business, our efforts to consolidate and reduce costs, our customer account acquisition strategy and attrition, our liquidity and sources of funding and our capital expenditures. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, among others, the factors discussed in the section entitled "Risk Factors." The forward-looking statements included herein are made only as of the date of this Report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

ITEM 1. BUSINESS

        Unless the context otherwise indicates, all references in this Report to the "Company", "Protection One," "we," "us" or "our" or similar words are to Protection One, Inc., its direct wholly owned subsidiary, Protection One Alarm Monitoring, Inc. ("Protection One Alarm Monitoring") and Protection One Alarm Monitoring's other wholly owned subsidiaries. Protection One's sole asset is, and Protection One operates solely through, Protection One Alarm Monitoring and Protection One Alarm Monitoring's other wholly owned subsidiaries. Each of Protection One and Protection One Alarm Monitoring is a Delaware corporation organized in September 1991.

Overview

        Protection One is a leading provider of property monitoring services, providing electronic monitoring and maintenance of alarm systems to approximately 1.2 million customers as of December 31, 2001. Our revenues are generated primarily from recurring monthly payments for monitoring and maintaining the alarm systems that are installed in our customers' homes and businesses. We provide our services to residential (both single family and multifamily residences), commercial and wholesale customers. At December 31, 2001, our customer base composition was as follows:

Market Segment		Percentage of Total
Single family and commercial		58.7	%
Wholesale		13.5
Protection One North America Total		72.2
Multifamily/Apartment		27.8
	Total	100.0	%

        Our company is divided into two business segments:

Protection One North America ("North America") generated approximately $304.5 million, or 89.3%, of our revenues in 2001 and is comprised of Protection One Alarm Monitoring, our core alarm monitoring business, and our wholesale monitoring business, which provides alarm monitoring services to independent alarm companies.

3

Network Multifamily ("Multifamily") generated approximately $36.5 million, or 10.7%, of our revenues in 2001 and is comprised of our alarm monitoring business servicing apartments, condominiums and other multifamily dwellings.

        Our strategy is to improve returns on invested capital by realizing economies of scale from increasing customer density in the largest urban markets in North America. We plan to accomplish this goal by: (i) retaining our customers by providing superior customer service from our monitoring facilities and our branches; (ii) using our national presence, strategic alliances, and strong local operations to persuade the most desirable residential and commercial prospects to enter into long term agreements with us on terms that permit us to achieve appropriate returns on capital; and (iii) on a limited basis in 2002 or 2003, acquiring alarm companies and portfolios of alarm accounts pursuant to transactions that meet our strategic and financial requirements.

Significant Business Developments

        Management Team.    In 2001, important changes were made in our management team with the addition of four experienced executives with extensive industry experience. Richard Ginsburg joined us as President and Chief Executive Officer in April 2001. In July and August 2001, we added Mack Sands as Executive Vice President and Chief Operating Officer, Darius G. Nevin as Executive Vice President and Chief Financial Officer, and Peter J. Pefanis as Senior Vice President. Additional changes were made throughout the remainder of our management ranks to strengthen our management team. See "Item 10—Directors and Executive Officers of the Registrants."

        Operational Efficiencies.    Our management team made improvements in operational efficiencies one of our key priorities in 2001. We consolidated our monitoring facilities in Hagerstown, Maryland, Beaverton, Oregon, and Irving, Texas, into our monitoring facility in Wichita, Kansas, which currently monitors approximately 650,000 accounts. In January 2002, we completed the installation of our common technology platform for customer service, monitoring, billing and collection functions in all of our residential monitoring facilities outside Canada. In addition, we discontinued our National Accounts and Patrol divisions, sold certain accounts that were not part of our core business, and consolidated additional operational and administrative facilities. These consolidations and other cost reduction initiatives resulted in a total reduction of approximately 600 positions in our work force. See "Centralized Monitoring, Common Technology Platform and Customer Service."

        Attrition and Customer Creation.    In 2001, we had a net loss of 196,357 customers in our customer base. This decline resulted from attrition, the decision to add new customers at reasonable costs through our internal sales force and to focus on operational efficiencies, the disposition of certain accounts, and adjustments related to the conversion of our customer base to our common technology platform. Our customer acquisition strategy for our North America segment relies primarily on our internal sales force, which generated 43,742 accounts in 2001 compared to 27,259 accounts in 2000, and our marketing alliance with BellSouth Telecommunications, Inc. See "Sales and Marketing," "Attrition."

        Impairment Charge.    In the first quarter of 2002, we will record an impairment charge to write-down goodwill and customer accounts to their estimated fair values. The amount of this charge net of tax will be approximately $659.3 million, of which approximately $441.5 million will be related to goodwill and approximately $217.8 million will be related to customer accounts. For further information, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation—Impairment Charge Pursuant to New Accounting Rules" and Note 16 of the "Notes to Consolidated Financial Statements."

4

Operations

        Our operations consist principally of alarm monitoring, customer service functions and branch operations.

Centralized Monitoring, Common Technology Platform and Customer Service

        Customer Security Alarm Systems.    Security alarm systems include many different types of devices installed at customers' premises designed to detect or react to various occurrences or conditions, such as intrusion or the presence of fire or smoke. In general, systems for multi-family and residential applications tend to be smaller in size than those used by commercial customers, and also tend to generate a lower level of alarm signals than in commercial applications. These devices are connected to a computerized control panel that communicates through the phone lines to a monitoring facility. In most systems, control panels can identify the nature of the alarm and the areas within a building where the sensor was activated, and can transmit that information to a central monitoring station.

        Customer Contracts.    Our alarm monitoring customer contracts generally have initial terms ranging from two to ten years in duration, and provide for automatic renewals for a fixed period (typically one year) unless we or the customer elect to cancel the contract at the end of its term. Typically, customers sign alarm monitoring contracts that include a bundled monthly charge for monitoring, extended service protection and a rebate against the homeowners' insurance deductibles in the event of a loss. Extended service protection covers the normal costs of repair of the security system after the expiration of the security system's initial warranty period. Customers may elect to sign an alarm monitoring contract that excludes extended service protection.

        Monitoring Facilities.    We provide monitoring services to our customer base from six monitoring facilities. The table below provides additional detail about our monitoring centers:

Location	Approximate Number of Customers Monitored	Primary Markets
Addison, TX(1)	325,000	Multi-Family
Orlando, FL	130,000	Wholesale
Wichita, KS	650,000	Residential/Commercial/Wholesale
Portland, ME	25,000	Residential/Commercial
Ottawa, Ontario	20,000	Residential/Commercial
Vancouver, B.C.	20,000	Residential/Wholesale

(1)

In 2002, Multifamily will move their administrative headquarters and monitoring operations to the Irving, Texas facility formerly utilized by our North America segment for monitoring residential and commercial customers.

        Our monitoring facilities operate 24 hours per day, seven days a week, including all holidays. Each monitoring facility incorporates the use of communications and computer systems that route incoming alarm signals and telephone calls to operators. Each operator within a monitoring facility monitors a computer screen that presents information concerning the nature of the alarm signal, the customer whose alarm has been activated, and the premises on which such alarm is located. Other non-emergency administrative signals are generated by low battery status, arming and disarming of the alarm monitoring system, and test signals, and are processed automatically by computer. Depending upon the type of service for which the customer has contracted, monitoring facility personnel respond to alarms by relaying information to the local fire or police departments, notifying the subscriber, or taking other appropriate action, such as dispatching alarm response personnel to the customer's premises where this service is available.

5

        All of our primary monitoring facilities in North America are listed by Underwriters Laboratories, Inc. ("UL") as protective signaling services stations. UL specifications for monitoring facilities include building integrity, back-up computer and power systems, staffing and standard operating procedures. In many jurisdictions, applicable law requires that security alarms for certain buildings be monitored by UL listed facilities. In addition, such listing is required by certain commercial customers' insurance companies as a condition to insurance coverage.

        Common Technology Platform.    In recognition of the strategic importance of serving all our customers on a common database running on an industry standard monitoring automation application, in 2000 we adopted MAS®, from Monitored Automation Systems, of Irvine, California, as the technology platform for our domestic monitoring facilities. MAS® combines customer service, monitoring, billing and collection functions into a single system and is used, to varying extents, by other large companies in the security monitoring industry including ADT Security Services and Brink's (see Competition, below).

        In 2001, our Wichita and Irving monitoring facilities completed their conversions to MAS®^. With the conversion to MAS® of the Portland, Maine facility in January 2002, we serve approximately 94% of our North America residential and commercial customer base by utilizing one common database. We plan to dedicate the Portland monitoring facility to monitoring our new commercial customers whose requirements often exceed those of typical residential customers. We also completed the installation of a new financial system which we began using in January 2001 that can be accessed in all of our locations.

        The conversion to MAS® enabled us to consolidate the number of monitoring facilities we operate, resulting in operational efficiencies and cost savings. During 2001 and early 2002, we completed a series of monitoring facility conversions to MAS and consolidations of monitoring facilities including:

Date	Monitoring Facility	Action
March 2001	Hagerstown, MD	Consolidated into Wichita
June 2001	Beaverton, OR	Consolidated into Wichita
September 2001	Irving, TX	Software conversion to MAS
December 2001	Irving, TX	Consolidated into Wichita
January 2002	Portland, ME	Software conversion to MAS

        Wholesale Monitoring.    Through our monitoring facilities in Orlando, Wichita and Vancouver, we provide wholesale monitoring services to independent alarm companies. Under the typical arrangement, alarm companies subcontract monitoring services to us, primarily because they do not have their own monitoring capabilities. We may also provide billing and other services. These independent alarm companies retain ownership of monitoring contracts and are responsible for every other aspect of the relationship with customers, including field repair service.

        Customer Care Services.    Customer care personnel answer non-emergency telephone calls typically regarding service, billing and alarm activation issues. Until late 2001, all customer care personnel were located exclusively in our monitoring facilities. During the last quarter of 2001, we began shifting some business-hours customer care functions to our branches, including responding to routine billing and service inquiries. In 2002, we expect to complete the shifting of most business-hours customer care functions to our branches. During business hours, monitoring facility personnel receive inbound customer calls forwarded from branches when the latter are unable to answer within a specified number of rings. After-hours, all customer calls are forwarded to the monitoring facilities.

        Customer care personnel in our branches and in our monitoring facilities at help desks assist customers in understanding and resolving minor service and operating issues related to security systems. Branch personnel schedule technician appointments. We also operate a dedicated telesales center in

6

Wichita to address questions that customers or potential customers have about our services, as well as to perform outbound sales and marketing activities.

        Enhanced Services.    As a means of increasing revenues and enhancing customer satisfaction, we offer customers an array of enhanced security services, including extended service protection, expanded monitoring features, and telephone line security. These services position us as a full service provider and give our sales representatives more features to sell in their solicitation of new customers. Enhanced services include:

•

Extended Service Protection, which covers the normal costs of repairing the system during normal business hours, after the expiration of the initial warranty period.



•

Supervised Monitoring Service, which allows the alarm system to send various types of signals containing information on the use of the system, such as which users armed or disarmed the system and at what time of the day. This information is supplied to customers for use in connection with the management of their households or businesses. Supervised monitoring service can also include a daily automatic test feature.



•

Wireless Back-Up, which permits the alarm system to send signals over a cellular telephone or dedicated radio system in the event that regular telephone service is interrupted.

Branch Operations

        We maintain approximately 60 service branches in North America from which we provide field repair, customer care, alarm response and sales services, and 7 satellite locations from which we provide field repair services. During the last quarter of 2001, we began shifting some business-hours customer care functions to our branches, including responding to routine billing and service inquiries. In 2002, we expect to complete the shifting of most business-hours customer care functions to our branches by expanding the range of functions provided at our branches to include billing set-up and collections. Our nationwide network of branches operate in some of the largest cities in the United States and Canada and play a critical role in enhancing customer satisfaction, reducing customer loss and building brand awareness.

        Repair services generate revenues primarily through billable field service calls and recurring payments under our extended service protection program. By focusing growth in targeted areas we hope to increase the density of our customer base which will permit more effective scheduling and routing of field service technicians and will create economies of scale.

Sales and Marketing

        Our current customer acquisition strategy for our North America segment relies primarily on internally generated sales. In June 2001, we notified most of our remaining domestic dealers that we were terminating our dealer arrangement with them and therefore would not be extending or renewing their contracts. The number of accounts being purchased through our dealer program decreased from 21,817 in 2000, to 7,501 in 2001. We also discontinued our National Accounts program in 2001.

        Our internal sales program was started in February 2000 on a commission only basis with a goal of creating accounts at a cost lower than our external programs. In 2001, we revised and enhanced our internal sales program and, in early 2002, we introduced modest base compensation. This program utilizes our existing branch infrastructure in approximately 60 markets. The internal sales program generated 43,742 accounts and 27,259 accounts in 2001 and 2000, respectively.

        In late 2001, we entered into a marketing alliance with BellSouth Telecommunications, Inc. ("BellSouth") to offer monitored security services to the residential, single family market in the nine-state BellSouth region. Under this agreement, we operate as "BellSouth Security Systems from

7

Protection One" from many of our branches in the nine-state BellSouth region. BellSouth provides us with leads of new owners of single family residences in its territory and of transfers of existing BellSouth customers within its territory. We follow up on the leads and attempt to persuade them to become customers of our monitored security services. We pay BellSouth an upfront royalty for each new contract and a recurring royalty based on a percentage of recurring charges.

        Sales professionals are responsible for identifying new prospects and closing new sales of monitoring systems and services. The sales force also generates revenue from selling equipment upgrades and add-ons to existing customers and by competing for those customers who are terminating their relationships with our competitors.

        We operate a dedicated telesales center ("Telesales") in Wichita to address questions that customers or potential customers have about our services, as well as to perform outbound sales and marketing activities. Outbound Telesales is extensively involved in supporting the alliance with BellSouth by calling the leads provided by BellSouth. Telesales also provides quality control follow-up calls to customers for whom we recently provided installation or maintenance services.

        Our Multifamily segment utilizes a salaried and commissioned sales force to produce new accounts. Multifamily markets its services and products primarily to developers, owners and managers of apartment complexes and other multifamily dwellings. Multifamily sales and marketing activities consist of national and regional advertising, nationwide professional field sales efforts, centralized inbound and outbound sales functions, prospective acquisition marketing efforts and professional industry-related association affiliation. Services are sold directly to the property owner, and payment is based on a monthly price on a per-unit basis. Ongoing service for the duration of the lease includes equipment, maintenance, 24-hour monitoring from our central monitoring station, customer service and individual market support. Property owner contracts generally have initial terms ranging from five to ten years in duration, and provide for automatic renewal for a fixed period (typically five years) unless Multifamily or the subscriber elects to cancel the contract at the end of its term.

        We continually evaluate our customer creation and marketing strategy, including evaluating each respective channel for economic returns, volume and other factors and may shift our strategy or focus, including the elimination of a particular channel. We expect to re-enter the market for acquiring alarm account portfolios or alarm companies on a limited basis at some time during 2002 or 2003.

Attrition

        Subscriber attrition has a direct impact on our results of operations since it affects our revenues, amortization expense and cash flow. We define attrition as a ratio, the numerator of which is the gross number of lost customer accounts for a given period, net of the adjustments described below, and the denominator of which is the average number of accounts for a given period. In some instances, we use estimates to derive attrition data. We make adjustments to lost accounts primarily for the net change, either positive or negative, in our wholesale base and for accounts which are covered under a purchase price holdback and are "put" back to the seller. We reduce the gross accounts lost during a period by the amount of the guarantee provided for in the purchase agreements with sellers. In some cases, the amount of the purchase holdback may be less than actual attrition experience. We expect adjustments to lost accounts for purchase holdbacks will be lower in the future because we are purchasing fewer accounts in the types of transactions that create holdbacks and we have extinguished a substantial portion of our purchase holdback reserve. We do not reduce the gross accounts lost during a period by "move in" accounts, which are accounts where a new customer moves into the premises equipped with the Company's security system and vacated by a prior customer, or "competitive takeover" accounts, which are accounts where the owner of a premise monitored by a competitor requests that we provide monitoring services.

8

        Our actual attrition experience shows that the relationship period with any individual customer can vary significantly. Customers discontinue service with us for a variety of reasons, including relocation, service issues and cost. A portion of the acquired customer base can be expected to discontinue service every year. Any significant change in the pattern of our historical attrition experience would have a material effect on our results of operations.

        We monitor attrition each quarter based on an annualized and trailing twelve-month basis. This method utilizes each segment's average customer account base for the applicable period in measuring attrition. Therefore, in periods of customer account growth, customer attrition may be understated and in periods of customer account decline, customer attrition may be overstated.

        Customer attrition by business segment for the years ended December 31, 2001, 2000 and 1999 is summarized below:

	Customer Account Attrition
	December 31, 2001				December 31, 2000				December 31, 1999
	Annualized Fourth Quarter		Trailing Twelve Month		Annualized Fourth Quarter		Trailing Twelve Month		Annualized Fourth Quarter		Trailing Twelve Month
North America	21.9	%	18.2	%	17.5	%	15.4	%	16.3	%	16.0	%
Multifamily	7.7	%	6.3	%	6.3	%	8.9	%	8.0	%	7.6	%
Total Company(a)	18.1	%	15.2	%	15.0	%	14.0	%	14.7	%	14.3	%

(a)

Does not include the Europe segment which we sold in February 2000.

        Attrition increased in our North America Segment in 2001 compared to 2000 for a variety of reasons including:

•

Deteriorating economic conditions which left some customers unable to afford our services.



•

The fourth quarter of 2001 marked the two-year anniversary of the down-sizing of our dealer program. Many customers generated by the dealer program signed two-year agreements and elected not to renew their monitoring agreements with us at the end of their initial contract term.



•

Some former dealers from whom we purchased accounts within the last three to four years entered into funding programs with other sponsors and used their knowledge of our customer base to encourage our customers to cancel service with us.



•

Efforts to identify active customers who had an accounts receivable balance greater than 120 days past due. Such customers were treated as if they were disconnected for purposes of calculating attrition.

Competition

        The security alarm industry is highly competitive. In North America, there are only four alarm companies that offer services across the U.S. and Canada with the remainder being either large regional or small, privately held alarm companies. Based on total annual revenues in 2000, we believe the top four alarm companies in North America are:

•

ADT Security Services, a subsidiary of Tyco International, Inc. ("ADT")



•

Protection One, Inc.



•

Brinks Home Security Inc., a subsidiary of The Pittston Services Group of North America



•

Honeywell Inc.

9

        Competition in the security alarm industry is based primarily on market visibility, price, reputation for quality of services and systems, services offered, and the ability to identify and to solicit prospective customers as they move into homes and businesses. We believe that we compete effectively with other national, regional and local security alarm companies due to our ability to offer integrated alarm system installation, monitoring, repair and enhanced services, our reputation for reliable equipment and services, our affinity alliance with BellSouth, and our prominent presence in the areas surrounding our branch offices.

Intellectual Property

        We own trademarks related to the name and logo for Protection One and Network Multifamily Security as well as a variety of trade and service marks related to individual services we provide. While we believe our trademarks and service marks and proprietary information are important to our business, other than the trademarks we own in our name and logo, we do not believe our inability to use any one of them would have a material adverse effect on our business as a whole.

Regulatory Matters

        A number of local governmental authorities have adopted or are considering various measures aimed at reducing the number of false alarms. Such measures include:

•

permitting of individual alarm systems and the revocation of such permits following a specified number of false alarms;



•

imposing fines on alarm customers for false alarms;



•

imposing limitations on the number of times the police will respond to alarms at a particular location after a specified number of false alarms;



•

requiring further verification of an alarm signal before the police will respond; and



•

subjecting alarm monitoring companies to fines or penalties for transmitting false alarms.

        Our operations are subject to a variety of other laws, regulations and licensing requirements of both domestic and foreign federal, state, and local authorities. In certain jurisdictions, we are required to obtain licenses or permits, to comply with standards governing employee selection and training, and to meet certain standards in the conduct of our business.

        The alarm industry is also subject to requirements imposed by various insurance, approval, listing, and standards organizations. Depending upon the type of customer served, the type of security service provided, and the requirements of the applicable local governmental jurisdiction, adherence to the requirements and standards of such organizations is mandatory in some instances and voluntary in others.

        Our advertising and sales practices are regulated in the United States by both the Federal Trade Commission and state consumer protection laws. In addition, certain administrative requirements and laws of the jurisdictions in which we operate also regulate such practices. Such laws and regulations include restrictions on the manner in which we promote the sale of our security alarm systems, the obligation to provide purchasers of our alarm systems with certain rescission rights and certain foreign jurisdictions' restrictions on a company's freedom to contract.

        Our alarm monitoring business utilizes telephone lines and radio frequencies to transmit alarm signals. The cost of telephone lines, and the type of equipment, which may be used in telephone line transmission, are currently regulated by both federal and state governments. The Federal Communications Commission and state public utilities commissions regulate the operation and

10

utilization of radio frequencies. In addition, the laws of certain of the foreign jurisdictions in which we operate regulate the telephone communications with the local authorities.

Risk Management

        The nature of the services provided by Protection One potentially exposes us to greater risks of liability for employee acts or omissions, or system failure, than may be inherent in other businesses. Substantially all of our alarm monitoring agreements, and other agreements, pursuant to which we sell our products and services contain provisions limiting liability to customers in an attempt to reduce this risk.

        We carry insurance of various types, including general liability and errors and omissions insurance in amounts management considers adequate and customary for our industry and business. Our loss experience, and the loss experiences at other security service companies, may affect the availability and cost of such insurance. Certain of our insurance policies, and the laws of some states, may limit or prohibit insurance coverage for punitive or certain other types of damages, or liability arising from gross negligence.

Employees

        At December 31, 2001, we had approximately 2,800 full-time employees.

RISK FACTORS

Cautionary Statements Regarding Future Results of Operations

        You should read the following risk factors in conjunction with discussions of factors discussed elsewhere in this and other of our filings with the SEC. These cautionary statements are intended to highlight certain factors that may affect our financial condition and results of operations and are not meant to be an exhaustive discussion of risks that apply to public companies with broad operations, such as us. Like other businesses, we are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and our performance or that of our customers. Similarly, the price of our securities is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community and other factors beyond our control.

We have had a history of losses which are likely to continue.

        We incurred net losses of $86.0 million in 2001 (a net loss of $120.5 million excluding extraordinary gains of $34.5 million, net of tax), $57.2 million in 2000 (a net loss of $106.4 million excluding extraordinary gains of $49.3 million, net of tax), $80.7 million in 1999 (a net loss of $91.9 million excluding the effect of the Mobile Services Group gain, net of tax), and $17.8 million in 1998. These losses reflect, among other factors:

•

our customer base and revenues have declined since 1999;



•

substantial charges incurred by us for amortization of purchased customer accounts and goodwill;



•

interest incurred on indebtedness;



•

other charges required to manage operations; and



•

costs associated with the integration of the acquisitions we have made.

11

        We will continue to incur substantial interest expense unless we significantly reduce our debt which is unlikely given our expected cash flow. We do not expect to attain profitable operations in the foreseeable future.

We will record an impairment charge in the first quarter of 2002. Additional charges may be recorded in the future.

        In the first quarter of 2002, we will record an impairment charge to write-down goodwill and customer accounts to their estimated fair values. The amount of this charge net of tax will be approximately $659.3 million, of which approximately $441.5 million will be related to goodwill and approximately $217.8 million will be related to customer accounts. For further information on the impairment charge, see Note 16 of the "Notes to Consolidated Financial Statements." After this write-down is recorded, we will still have material amounts of goodwill and customer accounts recorded on our balance sheet. The remaining amount of goodwill will be required to be tested annually for impairment. Customer accounts will be required to be tested upon certain triggering events, which include recurring operating losses, adverse business conditions, declines in market values and other matters that negatively impact value. If we fail future impairment tests for either goodwill or customer accounts, we will be required to recognize additional impairment charges on these assets in the future.

The impact of class action litigation may be material.

        We, Protection One Alarm Monitoring, Westar Industries, Inc. ("Westar Industries"), Western Resources, Inc. ("Western Resources") and certain of our present and former officers and directors are defendants in a purported class action litigation pending in the United States District Court for the Central District of California brought on behalf of our shareholders. The plaintiffs are seeking unspecified compensatory damages based on allegations that various statements concerning our financial results and operations for 1997, 1998, 1999 and the first three quarters of 2000 were false and misleading. We cannot currently predict the impact of this litigation which could be material. See "Item 3. Legal Proceedings".

The competitive market for the acquisition and creation of accounts may affect our future profitability.

        Prior to 2000, we grew very rapidly by acquiring portfolios of alarm monitoring accounts through acquisitions and dealer purchases. Our current strategy is to reduce the cost of acquiring new accounts by utilizing other customer account acquisition channels such as our internal sales force augmented by traditional marketing support. We expect to re-enter the market for acquiring alarm account portfolios or alarm companies on a limited basis at some time during 2002 or 2003. We compete with major companies, some of which have greater financial resources than we do, or may be willing to offer higher prices than we might be prepared to offer to purchase subscriber accounts. The effect of competition may be to reduce the purchase opportunities available to us, or to increase the price we pay for subscriber accounts, which could have a material adverse effect on our return on investment in such accounts, and on our results of operations, financial condition, and ability to service debt.

We may experience difficulty integrating businesses we acquire.

        We expect to reenter the acquisition market on a limited basis in 2002 or 2003. An important aspect of an acquisition program is the integration of customer accounts into our operations after purchase. Risks typically associated with acquisitions include, without limitation, the following:

•

the possibility of unanticipated problems not discovered prior to the acquisition;



•

additional expenses required to integrate the acquired company's systems;



•

higher than expected customer losses resulting in lower than expected revenues;

12

•

the significant demands placed on management to resolve issues arising from acquisitions; and



•

for acquisitions that are structured as stock purchases of other companies, the assumption of unexpected liabilities and losses from the disposition of unnecessary or undesirable assets of the acquired companies.

We will need additional funding to finance our future growth.

        Prior to 2000, our purchases of customer accounts and acquisitions of portfolios of customer accounts and new lines of business required cash in amounts that exceeded the net cash provided by our operating activities. In 2001, our principal focus was on improving our service, reducing attrition of current customers and integrating and building infrastructure. As a result, our cash requirements were less in 2001 than those in 2000 and 1999. In 2002, while continuing our focus on customer care to lower attrition, we intend to pursue customer account growth through our internal sales program and, eventually and on a limited basis, through acquisitions. Should we resume an acquisition program in 2002, we expect that our cash requirements will exceed cash flows from operations. Under this circumstance, funding from additional borrowings under our Senior Credit Facility or through the sale of assets would be required. As of March 25, 2002, we had $34.5 million of remaining availability under our $180 million Senior Credit Facility. Our credit ratings were downgraded in March 2000 and again in March 2001 which will make obtaining additional funding more difficult and costly.

        Any inability to obtain funding through external financing could adversely affect our ability to increase our customers, revenues and cash flows from operations. There can be no assurance that we will be able to obtain external funding on favorable terms or at all.

We have a substantial amount of debt, which could constrain our growth.

        We have, and will likely continue to have, a large amount of consolidated indebtedness. The terms of various indentures and credit agreements governing our indebtedness limit our ability to incur additional indebtedness that we might need in the future in order to fund acquisitions of subscriber accounts.

        Additionally, please be aware that:

•

As of December 31, 2001, we had outstanding total indebtedness of $584.8 million, of which $584.1 million was long-term indebtedness.



•

As of December 31, 2001, we had $137.5 million of debt outstanding under our $155 million Senior Credit Facility bearing interest at a weighted average floating interest rate before fees of 5.8%. As of March 15, 2002 we had $145.5 million of debt outstanding under our $180 million Senior Credit Facility bearing interest at a weighted average floating interest rate before fees of 5.6%. Our Senior Credit Facility is provided by Westar Industries, Inc., our 87% parent, and matures on January 3, 2003.



•

Our Convertible Senior Subordinated Notes, which represent $23.8 million of our long-term indebtedness, mature in September 2003.

        Our present high level of indebtedness could have negative consequences on, without limitation:

•

our ability to obtain additional financing in the future for working capital, acquisitions or creation of subscriber accounts, capital expenditures, general corporate purposes or other purposes;



•

our ability to withstand a downturn in our business or the economy generally; and



•

our ability to compete against other less leveraged companies.

13

        The indentures governing all of our debt securities require that we offer to repurchase the securities in certain circumstances following a change of control.

We will need to refinance our Senior Credit Facility.

        Our ability to refinance our Senior Credit Facility and satisfy any payment obligations will depend, in large part, on our performance, which will ultimately be affected by general economic and business factors, many of which will be outside management's control. We believe that our cash flow from operations combined with borrowings under the Senior Credit Facility and asset sales will be enough to meet our expenses and interest obligations through at least January 1, 2003. In the event our parent, Westar Industries, does not extend our Senior Credit Facility beyond that date on its present terms and we are required to seek such financing from unaffiliated third parties, we may not be able to do so on terms as economically favorable as those under our present Senior Credit Facility or at all. The Kansas Corporation Commission has issued an order prohibiting Western Resources from borrowing to make loans or capital contributions to Westar Industries. This order limits the resources available to Westar Industries for funding its obligations under the Senior Credit Facility. Western Resources has filed for approval a financial plan with the Kansas Corporation Commission which provides that Westar Industries will use the funds from some of its other interests in a manner other than the funding of such obligations. The Company would face significant liquidity issues if Westar Industries was unable to fund its obligations under the Senior Credit Facility. We were unsuccessful in refinancing our Senior Credit Facility with unaffiliated third parties on satisfactory terms in 2000 and 2001. If payment obligations cannot be satisfied, we will be forced to find alternative sources of funds by selling assets, restructuring, refinancing debt or seeking additional equity capital. There can be no assurance that any of these alternative sources would be available on satisfactory terms or at all.

Our debt agreements impose operational restrictions on us.

        The indentures governing our public indebtedness require us to satisfy certain financial covenants in order to borrow additional funds. The most restrictive of these covenants are set forth below:

•

Total debt to annualized EBITDA for the most recent quarter must be less than 6.0 to 1;



•

EBITDA to interest expense for the most recent quarter must be greater than 2.25 to 1; and



•

Senior debt to annualized EBITDA for the most recent quarter must be less than 4.0 to 1.

        In each case, the ratio reflects the impact of acquisitions and other capital investments for the entire period covered by the calculation.

        The indentures contain other covenants that impose operational restrictions on us which are not as burdensome to us as those listed above and none are based on credit ratings. A violation of these restrictions would result in an event of default which would allow the lenders to declare all amounts outstanding immediately due and payable.

We lose some of our customers over time.

        We experience the loss of accounts as a result of, among other factors:

•

relocation of customers;



•

adverse financial and economic conditions;



•

competition from other alarm service companies; and



•

customer service and operational difficulties with integration of acquired or created customers.

14

        We may experience the loss of newly acquired or created accounts to the extent we do not integrate or adequately service those accounts. Because some acquired accounts are prepaid on an annual, semiannual or quarterly basis, customer loss may not become evident for some time after an acquisition is consummated. An increase in the rate of customer loss could have a material adverse effect on our results of operations and financial condition.

        When acquiring accounts, we seek under terms of the purchase agreement to withhold a portion of the purchase price as a partial reserve against a greater than expected loss of customers. If the actual rate of customer loss for the accounts acquired is greater than the assumed rate at the time of the acquisition, and damages cannot be recouped from the portion of the purchase price held back from the seller, the loss of customers could have a material adverse effect on our results of operations and financial condition. Moreover, we may not be able to obtain purchase price holdbacks in future acquisitions, particularly acquisitions of large portfolios and rates of customer losses for acquired accounts may be greater than the rate we have assumed or historically incurred. Moreover, we cannot predict the impact acquired accounts will have on the overall rate of attrition.

        During 2001, attrition, our change in focus from growth to strengthening our operations, the disposition of certain accounts and adjustments related to the conversion of our customer base to our common technology platform resulted in a net loss of 196,357 customers or an 14.3% decrease in our customer base from January 1, 2001. We explain some of the reasons for the increase in attrition in 2001 in "Attrition," above. This was the primary cause of our $59.9 million decline in monitoring and related service revenues in the North America segment from 2000 to 2001. We expect this trend will continue until the efforts we are making to acquire new accounts and reduce our rate of attrition become more successful than they have been to date. Until we are able to reverse this trend, net losses of customer accounts will materially and adversely affect our business, financial condition and results of operations.

Our customer acquisition strategies may not be successful.

        Our customer account acquisition strategy primarily relies on our internal sales force. We have changed our acquisition strategy several times over the past few years attempting to decrease the cost of adding customers and decrease the rate of attrition. There can be no assurance that this strategy will be successful. If the strategy is not successful, our customer base could continue to decline. If successful, the selling costs related to this strategy will increase our expenses and use of cash. Failure to economically replace customers lost though attrition or increased cash needs could have a material adverse effect on our business, financial condition, results of operations, and ability to service debt obligations.

Declines in new construction of multi-family dwellings may affect our sales in this marketplace.

        Demand for alarm monitoring services in the multi-family alarm monitoring market is tied to the construction of new multi-family structures. We believe that developers of multi-family dwellings view the provision of alarm monitoring services as an added feature that can be used in marketing newly developed condominiums, apartments and other multi-family structures. Accordingly, we anticipate that the growth in the multi-family alarm monitoring market will continue so long as there is a demand for new multi-family dwellings. However, the real estate market in general is cyclical and, in the event of a decline in the market for new multi-family dwellings, it is likely that demand for our alarm monitoring services to multi-family dwellings would also decline, which could negatively impact our results of operations.

Westar Industries is our principal stockholder and senior lender.

        Westar Industries owned approximately 87% of the outstanding common stock of Protection One as of December 31, 2001. As long as Westar Industries continues to beneficially own in excess of 50%

15

of the shares of Protection One common stock outstanding, Westar Industries will be able to direct the election of all directors of Protection One and exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations involving Protection One, our acquisition or disposition of material assets and our incurrence of indebtedness. Similarly, Westar Industries will continue to have the power to determine matters submitted to a vote of Protection One's stockholders without the consent of other stockholders, to prevent or cause a change in control of Protection One and to take other actions that might be favorable to Western Resources and Westar Industries, whether or not these actions would be favorable to Protection One or its stockholders generally. In addition, Westar Industries is also our senior lender under our Senior Credit Facility as discussed above.

Western Resources is engaged in regulatory proceedings which could adversely effect us.

        Western Resources presently owns all of Westar Industries' stock. Western Resources is a public electric utility regulated by the Kansas Corporation Commission. The Kansas Corporation Commission has issued orders and is holding proceedings which directly impact on the ability of Westar Industries to fund its obligation under our Senior Credit Facility or make any other investment in us, including an order which prohibits Western Resources from borrowing to make loans or capital contribution to Westar Industries. In response to a Kansas Corporation Commission order to submit a plan to reduce its outstanding debt, Western Resources has proposed (and may be required) to sell part or all of its interest in Westar Industries. Reference is made to Western Resources Form 10-K and Forms 10-Q filed with the Securities and Exchange Commission (File No. 1-3523) for further information on these orders and proceedings, which may adversely impact on us.

We obtain administrative services from Western Resources.

        Western Resources provides us certain administrative services pursuant to a services agreement including accounting, human resources, legal, facilities and technology services. Western Resources has proposed to separate Westar Industries (including us) from Western Resources. If a separation occurs, Westar Industries will enter into a services agreement with Western Resources pursuant to which Western Resources will continue to provide Westar Industries (including us) the services currently provided to us, but Western Resources will have the right to terminate this agreement beginning two years after the closing subject to providing one years' advance notice of termination. If the services agreement is terminated, our cost of obtaining such services from either a third party or by hiring sufficient staff to perform those services internally may increase.

We have deferred tax assets we may not utilize.

        Western Resources makes payments to us for current tax benefits utilized by Western Resources in its consolidated tax return pursuant to a tax sharing agreement. If Western Resources completes its proposed separation of Westar Industries (including us) from Western Resources in a transaction that results in Westar Industries no longer being able to file taxes on a consolidated basis with Western Resources our net deferred tax assets of $88.4 million at December 31, 2001 might not be realizable and we might not be in a position to record a tax benefit for losses incurred. We would be required to record a non-cash charge against income for the portion of our net deferred tax assets we determine not to be realizable. This charge could be material and could have a material adverse effect on our business, financial condition and results of operations. The amount of our deferred taxes will increase by approximately $173.7 million upon our recording of an impairment charge in the first quarter of 2002 as discussed above. In addition, as a result of a separation, we would no longer receive payments from Western Resources for current tax benefits utilized by Western Resources. In 2001 and 2000, we received aggregate payments from Western Resources of $19.1 million and $48.9 million, respectively. The loss of these payments would have a material adverse effect on our cash flow.

16

ITEM 2. PROPERTIES

        We maintain our executive offices at 818 S. Kansas Avenue, Topeka, Kansas 66612. We operate primarily from the following facilities, although we also lease office space for our approximate 60 service branch offices and 7 satellite branches in North America.

Location	Size (sq. ft.)	Lease/Own	Principal Purpose
United States
Addison, TX(1)	28,512	Lease	Monitoring facility/Multifamily administrative headquarters
Irving, TX(1)	53,750	Lease	Monitoring facility/administrative headquarters
Orlando, FL	11,020	Lease	Wholesale monitoring facility
Portland, ME	9,000	Lease	Monitoring facility/local branch
Topeka, KS	17,703	Lease	Financial/administrative headquarters
Wichita, KS	50,000	Own	Monitoring facility/administrative functions
Canada
Ottawa, ON	7,937	Lease	Monitoring facility/administrative headquarters
Vancouver, BC	5,177	Lease	Monitoring facility

(1)

In 2002, Multifamily will move their administrative headquarters and monitoring operations to the Irving, Texas facility.

ITEM 3. LEGAL PROCEEDINGS

        Protection One, its subsidiary Protection One Alarm Monitoring, and certain present and former officers and directors of Protection One are defendants in a purported class action litigation pending in the United States District Court for the Central District of California, Alec Garbini, et al v. Protection One, Inc., et al., No CV 99-3755 DT (RCx). Pursuant to an Order dated August 2, 1999, four pending purported class actions were consolidated into a single action. On February 27, 2001, plaintiffs filed a Third Consolidated Amended Class Action Complaint ("Third Amended Complaint"). Plaintiffs purported to bring the action on behalf of a class consisting of all purchasers of publicly traded securities of Protection One, including common stock and notes, during the period of February 10, 1998 through February 2, 2001. The Third Amended Complaint asserted claims under Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 against Protection One, Protection One Alarm Monitoring, and certain present and former officers and directors of Protection One based on allegations that various statements concerning Protection One's financial results and operations for 1997, 1998, 1999 and the first three quarters of 2000 were false and misleading and not in compliance with generally accepted accounting principles. Plaintiffs alleged, among other things, that former employees of Protection One have reported that Protection One lacked adequate internal accounting controls and that certain accounting information was unsupported or manipulated by management in order to avoid disclosure of accurate information. The Third Amended Complaint further asserted claims against Western Resources and Westar Industries as controlling persons under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. A claim was also asserted under Section 11 of the Securities Act of 1933 against Protection One's auditor, Arthur Andersen LLP. The Third Amended Complaint sought an unspecified amount of compensatory damages and an award of fees and expenses, including attorneys' fees. On June 4, 2001, the District Court dismissed plaintiffs' claims under Sections 10(b) and 20(a) of the Securities Exchange Act. The Court granted plaintiffs leave to replead such claims. The Court also dismissed all claims brought on behalf of bondholders with prejudice. The Court also dismissed plaintiffs' claims against Arthur Andersen, and plaintiffs have appealed that dismissal. On February 22, 2002, plaintiffs filed a Fourth Consolidated Amended Class Action Complaint. The new complaint realleges claims on behalf of purchasers of common stock under Sections 11 and 15 of

17

the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The defendants have until April 5, 2002 to respond to the new complaint. The Company cannot predict the impact of this litigation which could be material.

        Six former Protection One dealers have filed a class action lawsuit in the U. S. District Court for the Western District of Kentucky alleging breach of contract because of the Company's interpretation of their dealer contracts. The action is styled Total Security Solutions, Inc., et al. v. Protection One Alarm Monitoring, Inc., Civil Action No. 3:99CV-326-H (filed May 21, 1999). In September 1999, the Court granted Protection One's motion to stay the proceeding pending the individual plaintiffs' pursuit of arbitration as required by the terms of their agreements. On June 23, 2000, the Court denied plaintiffs' motion to have collective arbitration. On or about October 4, 2000, notwithstanding the Court's denial of plaintiffs' motion for collective arbitration, the six former dealers filed a Motion to Compel Consolidation Arbitration with the American Arbitration Association ("AAA"). On November 21, 2000, the AAA denied the dealers' motion and advised they would proceed on only one matter at a time. As of March 3, 2002, one dealer (Masterguard) proceeded with arbitration. On March 8, 2002, Masterguard's claims against the Company were settled by a mutual agreement of the parties.

        An arbitration was commenced against Protection One and Protection One Alarm Monitoring by Ralph Apa in December, 2000 alleging common law fraud, negligent misrepresentation and Oregon Blue Sky law claims based on the allegedly inflated stock price of the shares of Protection One stock received in connection with Protection One's acquisition of his alarm monitoring business on October 1, 1998. Mr. Apa also alleges breach of contract, breach of the covenant of good faith and fair dealing and conversion arising from the transaction. The statement of claim seeks undisclosed compensatory and punitive damages, interest and attorneys fees and costs. An arbitration date has been set for May 28, 2002. The Company cannot predict the impact of this arbitration which could be material.

        Other Protection One dealers have filed or threatened litigation or arbitration based upon a variety of theories surrounding calculations of holdback and other payments. The Company believes it has complied with the terms of these contracts. The Company cannot predict the aggregate impact of these disputes with dealers which could be material.

        On October 2, 2000, the Company, as successor-in-interest to Centennial Security, Inc., was served with a demand for arbitration by Crimebusters, Inc. before the AAA wherein Crimebusters is seeking in excess of $7.0 million in damages due to alleged defaults by the Company under an asset purchase agreement between Crimebusters, et al, and Centennial Security, Inc. On October 6, 2000, the Company filed claims alleging fraud, willful misconduct and breach of contract against Crimebusters, et al, in the United States District Court for the District of Connecticut, Protection One Alarm Monitoring, Inc. v Crimebusters, Inc., First Federal Security Systems, Inc. and Anthony Perrotti, Jr., Civil Action No. 300CV-1932DJS. On May 29, 2001, the District Court dismissed the lawsuit. The Company has appealed the dismissal order, and the appeal is presently pending before the United States Court of Appeals for the Second Circuit (No. 01-7786). The Company cannot predict the impact of this arbitration and litigation, which could be material.

        The Company is a party to claims and matters of litigation incidental to the normal course of its business. Additionally, the Company receives notices of consumer complaints filed with various state agencies. The Company has developed a dispute resolution process for addressing these administrative complaints. The ultimate outcome of such matters cannot presently be determined; however, in the opinion of management of the Company, the resolution of such matters will not have a material adverse effect upon the Company's consolidated financial position or results of operations.

18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

        No matters were submitted to Protection One's stockholders following our annual meeting in 2001.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price Information

        Our common stock is listed on the New York Stock Exchange under the symbol "POI". The table below sets forth for each of the calendar quarters indicated, the high and low sales prices per share of our common stock, as reported by the New York Stock Exchange. All prices are as reported by the National Quotation Bureau, Incorporated.

	High		Low
2000:
First Quarter	$	2.3125	$	1.3750
Second Quarter		2.1875		1.0000
Third Quarter		2.5625		1.0000
Fourth Quarter		1.5625		0.3750
2001:
First Quarter	$	1.5100	$	0.8125
Second Quarter		2.1400		1.0500
Third Quarter		2.0000		1.1000
Fourth Quarter		2.7800		1.6000

Dividend Information

        Holders of Protection One common stock are entitled to receive only dividends declared by the board of directors from funds legally available for dividends to stockholders.

        Other than a $7.00 cash distribution paid to holders of record of Protection One common stock as of November 24, 1997, to holders of outstanding options to purchase Protection One common stock and to holders of warrants exercisable for Protection One common stock, all in connection with the combination of the Protection One and Western Resources' security businesses in November 1997, Protection One has never paid any cash dividends on its common stock and does not intend to pay any cash dividends in the foreseeable future. The indentures governing the 8¹/8% Senior Subordinated Notes due 2009, the 13⁵/8% Senior Subordinated Discount Notes due 2005, and the credit agreement relating to its Senior Credit Facility restrict Protection One Alarm Monitoring's ability to pay dividends or to make other distributions to its corporate parent. Consequently, these agreements restrict our ability to declare or pay any dividend on, or make any other distribution in respect of, our capital stock.

Number of Stockholders

        As of March 15, 2002, there were approximately 139 stockholders of record who held shares of our common stock.

19

ITEM 6. SELECTED FINANCIAL DATA

        The selected consolidated financial data set forth below should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation" and the audited consolidated financial statements and notes to the financial statements of Protection One. All amounts are in thousands, except per share and customer data, unless otherwise noted. Prior to November 24, 1997, Protection One was a stand-alone security business. On November 24, 1997, pursuant to a contribution agreement dated July 30, 1997, between Protection One and Western Resources, Protection One acquired WestSec, Inc. and Westar Security, Inc., which together were the Western Resources security businesses ("WRSB"), and Centennial Security Holdings, Inc. ("Centennial"). As a result of the November 1997 business combination, Western Resources, through its wholly owned subsidiary Westar Industries owned approximately 85% of Protection One at December 31, 1997.

        The November 1997 business combination was accounted for as a reverse purchase acquisition which treats WRSB as the accounting acquiror. Accordingly, the results of operations of Protection One and Centennial have been included in the consolidated financial data only since November 24, 1997.

20

SELECTED CONSOLIDATED FINANCIAL DATA

		Year ended December 31, 2001			Year ended December 31, 2000(b)			Year ended December 31, 1999(b)			Year ended December 31, 1998(b)			Year ended December 31, 1997
		(amounts in thousands, except for per share and customer data)
Statements of operations data
Revenues		$	341,025		$	431,764		$	599,105		$	421,095		$	144,773
Cost of revenues			119,132			148,957			179,964			129,083			35,669
Gross profit			221,893			282,807			419,141			292,012			109,104
Selling, general and administrative expenses			112,685			125,964			183,947			114,506			80,755
Acquisition expense			5,899			11,752			27,464			20,298			2,108
Amortization of intangibles and depreciation expense			202,655			222,992			233,906			126,664			51,936
Other charges:
	Merger related costs		—			—			—			—			11,542
	Severance and relocation costs		9,682			4,380			5,809			3,400			—
Operating income (loss)			(109,028	)		(82,281	)		(31,985	)		27,144			(37,237	)
Interest expense, net			51,719			60,332			87,037			55,990			33,483
Other income			(125	)		(297	)		(12,869	)		(5,733	)		—
Loss before income taxes and extraordinary gain, net of taxes			(160,622	)		(142,316	)		(106,153	)		(23,113	)		(70,720	)
Income tax benefit			40,096			35,872			27,108			3,689			28,405
Loss before extraordinary gain			(120,526	)		(106,444	)		(79,045	)		(19,424	)		(42,315	)
Extraordinary gain (loss), net of tax			34,478			49,273			(1,691	)		1,591			—
Net loss			(86,048	)		(57,171	)	$	(80,736	)	$	(17,833	)	$	(42,315	)
Net loss per share of common stock		$	(.82	)	$	(.45	)	$	(.64	)	$	(.17	)	$	(.60	)
Weighted average number of shares of common stock outstanding			105,458,601			126,550,059			126,889,802			107,998,917			70,202,716
Consolidated balance sheet data
Working capital (deficit)		$	(23,272	)	$	(28,102	)	$	(27,933	)	$	(90,568	)	$	40,231
Customer accounts, net			763,549			900,314			1,122,585			1,009,084			529,886
Goodwill and trademarks, net			768,309			829,145			1,056,671			1,128,819			625,228
Total assets			1,748,476			1,930,127			2,512,558			2,462,590			1,366,371
Long term debt, including capital leases, net of current portion			584,115			637,181			1,077,152			884,554			327,797
Total stockholders' equity			1,063,189			1,177,455			1,216,920			1,296,390			907,191
Other operating data
Number of customers at end of period			1,174,715			1,371,072			1,623,201			1,557,996			756,818
EBITDA(a)		$	103,309		$	145,091		$	207,730		$	162,491		$	26,241
Cash flows provided by (used in) operations			43,611			101,518			93,448			85,150			(4,928	)
Cash flows provided by (used in) investment activities			(15,519	)		117,150			(273,892	)		(893,947	)		(156,684	)
Cash flows provided by (used in) financing activities			(26,466	)		(223,764	)		177,161			744,479			237,000

(a)

We derive earnings before interest, taxes, depreciation and amortization (EBITDA) by adjusting loss before income taxes and extraordinary gain, net of taxes by adding: (i) interest expense, net (ii) amortization of intangibles and depreciation expense, and (iii) other charges; and by subtracting other income as set forth in the table below.

(b)

Includes results of the European segment (that was acquired between May and September 1998 and sold to Westar Industries on February 29, 2000) for the period it was owned by us.

21

        EBITDA does not represent cash flow from operations as defined by generally accepted accounting principles, should not be construed as an alternative to operating income and is indicative neither of operating performance nor cash flows available to fund the cash needs of Protection One. Items excluded from EBITDA are significant components in understanding and assessing the financial performance of Protection One. Protection One believes presentation of EBITDA enhances an understanding of financial condition, results of operations and cash flows because EBITDA is used by Protection One to satisfy its debt service obligations and its capital expenditure and other operational needs, as well as to provide funds for growth. In addition, EBITDA is used by senior lenders and subordinated creditors and the investment community to determine the current borrowing capacity and to estimate the long-term value of companies with recurring cash flows from operations. Protection One's computation of EBITDA may not be comparable to other similarly titled measures of other companies.

        The following table provides a calculation of EBITDA for each of the periods presented above:

		Year Ended December 31,
		2001			2000			1999			1998			1997
		(amounts in thousands)
Loss before income taxes and extraordinary gain, net of taxes		$	(160,622	)	$	(142,316	)	$	(106,153	)	$	(23,113	)	$	(70,720	)
Plus:
	Interest expense, net		51,719			60,332			87,037			55,990			33,483
	Amortization of intangibles and depreciation expense		202,655			222,992			233,906			126,664			51,936
	Other charges(a)		9,682			4,380			5,809			8,683			11,542
Less:
	Other non-recurring income		(125	)		(297	)		(12,869	)		(5,733	)		—
EBITDA		$	103,309		$	145,091		$	207,730		$	162,491		$	26,241

(a)

Other charges in 2001 consist of severance charges of $4.8 million and facility closure costs of $4.9 million incurred in connection with our efforts to improve efficiency of our monitoring facilities and branch operations. Other charges in 2000 represents severance charges of $1.5 million, charges incurred relating to the sale of our European business of $1.6 million and transition costs of $1.3 million for the closure of our Culver City and Chatsworth facilities. Other charges in 1999 represents severance charges of $3.2 million and transition costs of $2.6 million relating to the move of the finance and accounting offices from Irving, Texas to Topeka, Kansas. Other charges in 1998 represents severance and relocation payments of $3.4 million related to our 1998 reorganization and costs of $5.3 million incurred to replace signage for WRSB after the merger of WRSB with Protection One in 1998. Other charges in 1997 represent merger costs.

22

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction

        In Management's Discussion and Analysis we explain our general financial condition and operating results, including:

•

what factors impact our business,



•

what our earnings and costs were in 2001, 2000, and 1999,



•

why these earnings and costs differed from year to year,



•

how our earnings and costs affect our overall financial condition,



•

what we expect our capital expenditures to be for the years 2002 through 2004,



•

how we plan to pay for these future capital expenditures, and



•

other items that materially affect our financial condition or earnings.

        As you read Management's Discussion and Analysis, please refer to our Consolidated Statements of Operations and Comprehensive Loss. These statements show our operating results for 2001, 2000 and 1999. In Management's Discussion and Analysis, we analyze and explain the significant annual changes of specific line items in the Consolidated Statements of Operations and Comprehensive Loss.

Summary of Significant Activities

        Impairment Charge Pursuant to New Accounting Rules.    Effective January 1, 2002, we adopted the new accounting standards SFAS No. 142, "Accounting for Goodwill and Other Intangible Assets," and SFAS No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets." SFAS No. 142 establishes new standards for accounting for goodwill. SFAS No. 142 continues to require the recognition of goodwill as an asset, but discontinues amortization of goodwill. In addition, annual impairment tests must be performed using a fair-value based approach as opposed to an undiscounted cash flow approach required under prior standards.

        SFAS No. 144 establishes a new approach to determining whether our customer account asset is impaired. The approach no longer permits the company to evaluate its customer account asset for impairment based on the net undiscounted cash flow stream obtained over the remaining life of goodwill associated with the customer accounts being evaluated. Rather, the cash flow stream to be used under SFAS No. 144, is limited to future estimated undiscounted cash flows from existing customer accounts. Additionally, the new rule no longer permits us to include estimated cash flows from forecasted customer additions. If the undiscounted cash flow stream from existing customer accounts is less than the combined book value of customer accounts and goodwill, an impairment charge would be required.

        The new rule substantially reduces the net undiscounted cash flows used for impairment evaluation purposes as compared to the previous accounting rules. The undiscounted cash flow stream has been reduced from the 16 year remaining life of the goodwill to the 9 year remaining life of customer accounts for impairment evaluation purposes and does not include estimated cash flows from forecasted customer additions.

23

        To implement the new standards, we engaged an appraisal firm to help us estimate the fair values of goodwill and customer accounts. Based on this analysis, we will record a non-cash charge of approximately $659.3 million in the first quarter of 2002. The charge is detailed as follows:

	Goodwill		Customer Accounts		Total
	(in millions)
Impairment charge	$	498.9	$	334.1	$	833.0
Estimated income tax benefit		57.4		116.3		173.7
Net charge	$	441.5	$	217.8	$	659.3

        The impairment charge for goodwill will be reflected in the consolidated statement of income as a cumulative effect of a change in accounting principle. The impairment charge for customer accounts will be reflected in the consolidated statement of income as an operating cost. These impairment charges will reduce the recorded value of these assets to their estimated fair values at January 1, 2002.

        A deferred tax asset in the amount of $173.7 million will be recorded in the first quarter of 2002 for the tax benefit estimated above. However, if Western Resources were to own less than 80% of Westar Industries voting stock or if Westar Industries were to own less than 80% of our voting stock, we would no longer file on a consolidated basis with Western Resources. As a result, we would not be in a position to utilize the deferred tax asset and we would record a charge to earnings to establish a valuation allowance.

        In 2001, we recorded approximately $48.9 million of goodwill amortization. Because we have adopted the new rule for goodwill, we will no longer be permitted to amortize goodwill to income. In 2001, we recorded approximately $137.7 million of customer account amortization expense. After the customer impairment charge, customer account amortization expense in 2002 is expected to decrease to approximately $80 million. This amount would increase if we change the estimated life or amortization rate for customer accounts in 2002. See "Estimated Lives of Customer Accounts May Change Based on Customer Account Lifing Study Results."

        We will be required to perform impairment tests for long-lived assets prospectively as long as we continue to incur recurring losses or for other matters that may negatively impact our business. Goodwill will be required to be tested each year for impairment. Declines in market values of our business or the value of our customer accounts that may occur in the future may require additional write-down of these assets in the future.

        Estimated Lives of Customer Accounts May Change Based on Customer Account Lifing Study Results.    We are currently evaluating the estimated life and amortization rates for customer accounts in our North America and Multifamily customer pools, given the results of a lifing study performed by a third party appraisal firm in the first quarter of 2002. Any change in our amortization rate or estimated life will be determined in the first quarter of 2002 and accounted for prospectively as a change in estimate.

        Net Loss.    We incurred a net loss of $86.0 million in 2001 (a net loss of $120.5 million excluding extraordinary gains of $34.5 million, net of tax). This net loss reflects a decline in revenues caused by our declining North American account base and substantial charges incurred by us for amortization of customer accounts and goodwill, interest incurred on indebtedness and our consolidations and cost reduction efforts. We do not expect to have earnings in the foreseeable future.

        Streamlining of Operations.    To ensure that our variable and fixed costs decreased while our North American account base declined, we streamlined our business operations and improved operating efficiencies. During 2001, we merged our Hagerstown, Maryland, our Beaverton, Oregon and our Irving, Texas monitoring facilities into our Wichita, Kansas customer service center. The Wichita

24

customer service center now monitors approximately 650,000 customers. Additionally, we discontinued our National Accounts and Patrol divisions and sold certain customer accounts which we believed were not part of our core business. In June, we eliminated 180 positions from a variety of departments. In September, we consolidated additional operational and administrative facilities. These consolidations and other cost cutting measures resulted in a total reduction of nearly 600 positions in 2001. We incurred $9.7 million in severance and facility closure costs relating primarily to these actions in 2001.

        Extinguishment of Debt and Extraordinary Gain.    During 2001, we acquired $146.0 million of our bonds for $91.7 million resulting in an extraordinary gain of $34.5 million, net of tax. During 2000, we acquired $224.8 million of our bonds for $136.2 million resulting in an extraordinary gain of $49.3 million, net of tax. In some cases these debt securities were acquired from Westar Industries limiting the amount of extraordinary gain and resulting in adjustments to Additional Paid-In Capital. See Note 6, "Related Party Transactions" for further discussion.

        Amendment to Credit Agreement with Westar Industries.    In the second quarter of 2001, we requested and Westar Industries agreed to modifications to the Senior Credit Facility which excluded from EBITDA the costs associated with certain work force reductions and office consolidations. In addition, the leverage ratio was amended to increase the maximum ratio to 5.75 to 1.0 and the interest coverage ratio was amended to decrease the minimum ratio to 2.1 to 1.0.

        On November 1, 2001, we entered into a further amendment to the Senior Credit Facility with Westar Industries which extended the maturity date to January 3, 2003, and fixed base rate borrowings at the prime rate plus 2.75% and Eurodollar borrowings at the London interbank offered rate (LIBOR) plus 3.75%. In addition, we paid an amendment fee equal to 0.5% of the commitment. We have also entered into an agreement pursuant to which we will pay to Westar Industries, beginning with the quarter ending March 31, 2002, a management fee, payable quarterly, equal to 0.125% of our consolidated total assets at the end of each quarter. The agreement also provides access, at our option, to aviation services. This agreement was approved by the independent members of our board of directors. On March 25, 2002, we entered into a further amendment to the Senior Credit Facility which increased the amount of the facility to $180 million.

        Share Repurchases.    During 2001, we purchased 5,911,700 shares of our common stock in the open market for $7.6 million, and we purchased 16,101,892 shares from Westar Industries at then current market prices for $19.5 million. From January 1, 2002 through March 15, 2002, we purchased 1,000,000 shares of our common stock in the open market for $2.2 million.

Monthly Recurring Revenue.    At various times during each year, we measure all of the monthly revenue we are entitled to receive under contracts with customers in effect at the end of the period. We had approximately $23.4 million and $29.6 million of monthly recurring revenue as of December 31, 2001 and 2000, respectively. The decrease is a result of our net loss of 196,357 customers during 2001. In 2001, we experienced a steady decline in our customer base. We expect this trend will continue until the efforts we are making to acquire new accounts and to reduce our rate of attrition become more successful than they have been to date. Until we are able to reverse this trend, net losses of customer accounts will materially and adversely affect our business, financial condition and results of operations.

        We are unable to predict the amount of acquired monthly recurring revenue that will be realized in future periods or the impact of the losses of acquired accounts on our overall rate of customer loss. Our computation of monthly recurring revenue may not be comparable to other similarly titled measures of other companies and monthly recurring revenue should not be viewed by investors as an alternative to actual monthly revenue, as determined in accordance with generally accepted accounting principles.

25

        Our monthly recurring revenue includes amounts billable to customers with past due balances which we believe are collectible. We seek to preserve the revenue stream associated with each customer contract, primarily to maximize our return on the investment we made to generate each contract. As a result, we actively work to collect amounts owed to us and to retain the customer at the same time. In some instances, we may allow up to six months to collect past due amounts, while evaluating the ongoing customer relationship. After we have made every reasonable effort to collect past due balances, we will disconnect the customer and include the loss in attrition calculations.

Customer Creation and Marketing.    For the year ended December 31, 2001, our North America segment added 51,910 accounts although our net number of accounts decreased by 214,949 accounts. This decrease included 10,086 accounts that were sold during the year and 2,526 accounts that were part of our Patrol business which we discontinued in May 2001. The decrease also includes 62,443 accounts that were combined with related existing accounts in the conversion of our Wichita, Beaverton, Irving and Hagerstown customer monitoring facilities. Our new billing and monitoring system, referred to as MAS®, or Monitored Automation Systems, reports numbers of accounts on the basis of one account for every location we provide service even if we have separate contracts to provide multiple services at that location. Previously, we were utilizing several different billing and monitoring software programs, some of which would count each separate contract for service as a separate account regardless of the location. For the year ended December 31, 2000, our North America segment added 67,160 accounts and our net number of accounts decreased by 141,527 accounts (net of 17,342 accounts acquired in the PowerCall acquisition). Multifamily added 38,492 accounts for the year ended December 31, 2001, with its net number of accounts increasing by 18,592 accounts. For the year ended December 31, 2000, Multifamily added 39,855 accounts, with its net number increasing by 12,997 accounts.

        Our current customer acquisition strategy for our North America segment relies primarily on internally generated sales. In June 2001, we notified most of our remaining domestic dealers that we were terminating our dealer arrangements with them and therefore would not be extending or renewing their contracts. The number of accounts purchased through our dealer program decreased from 21,817 in 2000, to 7,501 in 2001. We currently have a salaried and commissioned sales force that utilizes our existing branch infrastructure in approximately 60 markets. The internal sales program generated 43,742 accounts and 27,259 accounts in 2001 and 2000, respectively. Our Multifamily segment also utilizes a salaried and commissioned sales force to produce new accounts.

        In late 2001, we entered into a marketing alliance with BellSouth Telecommunications, Inc. ("BellSouth") to offer monitored security services to the residential, single family market in the nine-state BellSouth region. Under this agreement, we operate as "BellSouth Security Systems from Protection One" from many of our branches in the nine-state BellSouth region. BellSouth provides us with leads of new owners of single family residences in its territory and of transfers of existing BellSouth customers within its territory. We follow up on the leads and attempt to persuade them to become customers of our monitored security services. We pay BellSouth an upfront royalty for each new contract and a recurring royalty based on a percentage of recurring charges.

        We continually evaluate our customer creation and marketing strategy, including evaluating each respective channel for economic returns, volume and other factors and may shift our strategy or focus, including the elimination of a particular channel.

Attrition.    Subscriber attrition has a direct impact on our results of operations since it affects our revenues, amortization expense and cash flow. We define attrition as a ratio, the numerator of which is the gross number of lost customer accounts for a given period, net of the adjustments described below, and the denominator of which is the average number of accounts for a given period. In some instances, we use estimates to derive attrition data. We make adjustments to lost accounts primarily for the net change, either positive or negative, in our wholesale base and for accounts which are covered under a

26

purchase price holdback and are "put" back to the seller. We reduce the gross accounts lost during a period by the amount of the guarantee provided for in the purchase agreements with sellers. In some cases, the amount of the purchase holdback may be less than actual attrition experience. We do not reduce the gross accounts lost during a period by "move in" accounts, which are accounts where a new customer moves into a home installed with our security system and vacated by a prior customer, or "competitive takeover" accounts, which are accounts where the owner of a residence monitored by a competitor requests that we provide monitoring services.

        Our actual attrition experience shows that the relationship period with any individual customer can vary significantly. Customers discontinue service with us for a variety of reasons, including relocation, service issues and cost. A portion of the acquired customer base can be expected to discontinue service every year. Any significant change in the pattern of our historical attrition experience would have a material effect on our results of operations.

        We monitor attrition each quarter based on a quarterly annualized and trailing twelve-month basis. This method utilizes each segment's average customer account base for the applicable period in measuring attrition. Therefore, in periods of customer account growth, customer attrition may be understated and in periods of customer account decline, customer attrition may be overstated.

        For the period ended December 31, 2001, our total company quarterly annualized and trailing twelve month attrition rates were 18.1% and 15.2%, respectively. The table below shows the change in our total company customer base including customer additions and attrited customers from 2001 to 1999. The "Conversion adjustments" line item reflects the impact on the calculation of our customer base from the conversion of our Wichita, Hagerstown, Beaverton and Irving monitoring and billing systems to our new technology platform, MAS®. These conversion adjustments relate to how a customer is defined and the transition of that definition from one system to another as described under "Customer Creation and Marketing" above.

	Year Ended December 31,
	2001		2000(1)		1999(1)
Beginning Balance, January 1,	1,371,072		1,499,602		1,482,001
Additions	90,402		107,015		254,066
Conversion adjustments	(62,443	)	—		—
Customer losses from dispositions	(12,612	)	—		—
Customer losses not guaranteed with holdback put backs	(194,046	)	(201,520	)	(213,779	)
Customer losses guaranteed with holdback put backs and other	(17,658	)	(34,025	)	(22,686	)
Ending Balance, December 31,	1,174,715		1,371,072		1,499,602

(1)

Excludes customer base from the Europe segment which was sold to Westar Industries on February 29, 2000.

Critical Accounting Policies

        Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis, including those related to bad debts, inventories, investments, customer accounts, goodwill, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about

27

the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        Note 2 of the "Notes to Consolidated Financial Statements" includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following is a brief description of the more significant accounting policies and methods we use.

        Revenue Recognition.    Revenues are recognized when security services are provided. Installation revenue, sales revenues on equipment upgrades and direct costs of installations and sales are deferred for residential customers with service contracts. For commercial customers and national account customers, revenue recognition is dependent upon each specific customer contract. In instances when the company sells the equipment outright, revenues and costs are recognized in the period incurred. In cases where there is no outright sale, revenues and direct costs are deferred and amortized.

        Deferred installation revenues and system sales revenues will be recognized over the expected useful life of the customer. Deferred costs in excess of deferred revenues will be recognized over the contract life. To the extent deferred costs are less than deferred revenues, such costs are recognized over the customers' estimated useful life.

        Deferred revenues also result from customers who are billed for monitoring, extended service protection and patrol and response services in advance of the period in which such services are provided, on a monthly, quarterly or annual basis.

        Valuation of Customer Account Intangible Assets.    Customer accounts are stated at cost. Goodwill represents the excess of the purchase price over the fair value of net assets acquired by us. These assets are tested for impairment on a periodic basis or as circumstances warrant. For purposes of this impairment testing, goodwill is considered to be directly related to the acquired customer accounts. Factors we consider important that could trigger an impairment review include the following:

•

high levels of customer attrition;




•

continuing recurring losses; and




•

declines in the market value of our publicly traded equity and debt securities.

        An impairment would be recognized when the undiscounted expected future operating cash flows by customer pool derived from customer accounts is less than the carrying value of capitalized customer accounts and related goodwill. We performed impairment tests on our customer account assets and goodwill as of December 31, 2001. These tests have indicated that future estimated undiscounted cash flows exceeded the sum of the recorded balances for customer accounts and goodwill. See "Summary of Significant Activities—Impairment Charge Pursuant to New Accounting Rules" for a discussion of the impairment recorded on these assets in the first quarter of 2002 pursuant to the adoption of new accounting rules.

        Customer Account Amortization.    Prior to the third quarter of 1999, we amortized our customer accounts by using the straight-line method over a ten-year life, except for accounts acquired from Westinghouse for which an eight-year 120% declining balance has been applied. The choice of an amortization life was based on our estimates and judgments about the amounts and timing of expected future revenues from these assets and average customer account life. Selected periods were determined because, in our opinion, they would adequately match amortization cost with anticipated revenue.

        We conducted a comprehensive review of our amortization policy during the third quarter of 1999. As part of this review, we hired an independent appraisal firm to perform a lifing study on our customer accounts. This review was performed specifically to evaluate the historic amortization policy in light of the inherent declining revenue curve over the life of a pool of customer accounts, and our historical attrition experience. After completing the review, we identified three distinct pools, each of

28

which has distinct attributes that effect differing attrition characteristics. The pools corresponded to our North America, Europe (which was sold to Westar Industries on February 29, 2000) and Multifamily business segments. Separate pools for North America and Multifamily will be used going forward. For the North America and Europe pools, the results of the lifing study indicated to us that we can expect attrition to be greatest in years one through five of asset life and that a change from a straight-line to a declining balance (accelerated) method would more closely match future amortization cost with the estimated revenue stream from these assets. We elected to change to that method for all customer accounts in the North America and Europe pools, except for accounts acquired in the Westinghouse acquisition which are utilizing an eight-year accelerated method. No change was made in the method used for the Multifamily pool.

        Our amortization rates consider the average estimated remaining life and historical and projected attrition rates. The amortization method for each customer pool is as follows:

Pool	Method
North America
—Acquired Westinghouse Customers	Eight-year 120% declining balance
—Other Customers	Ten-year 130% declining balance
Europe	Ten-year 125% declining balance
Multifamily	Ten-year straight-line

        Adoption of the declining balance method effectively shortens the estimated expected average customer life for these customer pools, and does so in a way that does not make it possible to distinguish the effect of a change in method (straight-line to declining balance) from the change in estimated lives. In such cases, generally accepted accounting principles require that the effect of such a change be recognized in operations in the period of the change, rather than as a cumulative effect of a change in accounting principle. We changed to the declining balance method in the third quarter of 1999 for European and North American customers which had been amortized on a straight-line basis. Accordingly, the effect of the change in accounting principle increased amortization expense reported in the third quarter of 1999 by approximately $40 million. Accumulated amortization recorded on the balance sheet would have been approximately $34 million higher through the end of the second quarter of 1999 if the Company had historically used the declining balance method.

        We are currently evaluating the estimated life and amortization rates for customer accounts in our North America and Multifamily customer pools, given the results of a lifing study performed by a third party appraisal firm in the first quarter of 2002. Any change in our amortization rate or estimated life will be determined in the first quarter of 2002 and accounted for prospectively as a change in estimate.

        We recorded approximately $147.9 million and $137.7 million of customer account amortization expense in 2000 and 2001, respectively. After the customer impairment charge, customer account amortization expense in 2002 is expected to decrease to approximately $80 million. This amount would increase if we change the estimated life or amortization rate for customer accounts in 2002. See "Estimated Lives of Customer Accounts May Change Based on Customer Account Lifing Study Results."

        Income Taxes.    As part of the process of preparing our consolidated financial statements we are required to estimate our income taxes in each of the jurisdictions in which we operate. Significant management judgment is required in determining our provision for income taxes and our deferred tax assets and liabilities. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation and amortization, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered. To the extent we believe that recovery is not likely, we must establish a valuation allowance.

29

        Western Resources makes payments to us for current tax benefits utilized by Western Resources in its consolidated tax return pursuant to a tax sharing agreement. If Western Resources completes its proposed separation of Westar Industries (including us) from Western Resources in a transaction (or enters into any other transaction) that results in Westar Industries no longer being able to file taxes on a consolidated basis with Western Resources (which would happen when Western Resources owns less than 80% of Westar Industries stock), our net deferred tax assets of $88.4 million at December 31, 2001 might not be realizable and we might not be in a position to record a tax benefit for losses incurred. We would be required to record a non-cash charge against income for the portion of our net deferred tax assets we determine not to be realizable. This charge could be material and could have a material adverse effect on our business, financial condition and results of operations. The amount of our deferred taxes will increase by approximately $173.7 million upon our recording of an impairment charge in the first quarter of 2002 as discussed above. In addition, as a result of a separation, we would no longer receive payments from Western Resources for current tax benefits utilized by Western Resources. In 2001 and 2000 we received aggregate payments from Western Resources of $19.1 million and $48.9 million, respectively. The loss of these payments would have a material adverse effect on our cash flow.

Results of Operation

        For the years ended December 31, 2001, 2000 and 1999, we incurred consolidated net losses before extraordinary gains of $120.5 million, $106.4 million and $79.0 million, respectively, or losses per share of common stock of $(1.14), $(0.84) and $(0.62), respectively. From May 2000 through December 2001 we purchased 28,840,405 of our shares which resulted in a decrease in our weighted average shares outstanding used in calculating our consolidated loss per share before extaordinary gains. Our weighted average shares outstanding for the years ended December 31, 2001, 2000 and 1999 were 105,458,601 shares, 126,550,059 shares and 126,889,802 shares.

        We separate our business into two reportable segments: North America and Multifamily. North America provides security alarm monitoring services, which include sales, installation and related servicing of security alarm systems in the United States and Canada. Multifamily provides security alarm services to apartments, condominiums and other multi-family dwellings.

30

North America Segment

        We present the table below to show how the North America operating results have changed over the past three years. Next to each year's results of operation, we provide the relevant percentage of total revenues so that you can make comparisons about the relative change in revenues and expenses.

		Year Ended December 31,
		2001					2000					1999
		(dollars in thousands)
Revenues:
	Monitoring and related services	$	288,815		94.8	%	$	348,760		95.7	%	$	381,891		96.1	%
	Other		15,737		5.2			15,734		4.3			15,307		3.9
	Total revenues		304,552		100.0			364,494		100.0			397,198		100.0
Cost of revenues:
	Monitoring and related services		95,424		31.3			116,425		32.0			104,202		26.2
	Other		14,665		4.8			11,474		3.1			12,552		3.2
	Total cost of revenues		110,089		36.1			127,899		35.1			116,754		29.4
	Gross profit		194,463		63.9			236,595		64.9			280,444		70.6
Selling, general and administrative expenses(1)			101,038		33.2			103,982		28.5			105,165		26.4
Acquisition expense(2)			5,899		1.9			11,534		3.2			26,418		6.7
Amortization of intangibles and depreciation expense			186,847		61.4			201,976		55.4			194,927		49.1
Other charges			9,182		3.0			4,380		1.2			5,809		1.5
Operating loss		$	(108,503	)	(35.6	)%	$	(85,277	)	(23.4	)%	$	(51,875	)	(13.1	)%

(1)

Includes $3.8 million, $6.5 million and $7.8 million of corporate expenses for 2001, 2000 and 1999, respectively.

(2)

Includes $4.2 million of corporate expenses relating to a failed merger attempt in 1999.

        2001 Compared to 2000.    We had a net decrease of 214,949 customers in 2001, including 75,055 customers related to dispositions and conversions, as compared to a net decrease of 141,527 customers (net of 17,342 customers acquired in the acquisition of PowerCall) in 2000. This decline is the primary reason for the $59.9 million decline in revenues in 2001. The average customer base was 955,641 for 2001 compared to 1,133,879 for 2000. Attrition increased in 2001 compared to 2000 for a variety of reasons including:

•

Deteriorating economic conditions left some customers unable to afford our services.



•

The fourth quarter of 2001 marked the two-year anniversary of the down-sizing of our dealer program. Many customers generated by the dealer program signed two-year agreements and elected not to renew their monitoring agreements with us at the end of their initial contract term.



•

Some former dealers from whom we purchased accounts within the last three to four years entered into funding programs with other sponsors and used their knowledge of our customer base to encourage our customers to cancel service with us.



•

Efforts to identify active customers who had an accounts receivable balance greater than 120 days past due. Such customers were treated as if they were disconnected for purposes of calculating attrition.

31

        We expect that this trend will continue until the efforts we are making to acquire new accounts and reduce attrition become more successful than they have been to date. Until we are able to reverse this trend, net losses of customer accounts will materially and adversely affect our business, financial condition and results of operations. We are currently focused on the completion of our current infrastructure projects, cost reductions, reducing attrition, development of cost effective marketing programs, as well as the generation of positive cash flow.

        Further analysis of the change in the North American account base between the two years is shown in the table below. The "Conversion adjustments" line item reflects the impact on the calculation of our customer base from the conversion of our Wichita, Hagerstown, Beaverton and Irving monitoring and billing systems to our new technology platform, MAS® discussed under "Customer Creation and Marketing" above.

	2001		2000		1999
Beginning Balance, January 1,	1,063,115		1,204,642		1,196,047
Additions	51,910		67,160		223,093
Conversion adjustments	(62,443	)	—		—
Customer losses from dispositions	(12,612	)	—		—
Customer losses not guaranteed with holdback put backs	(174,146	)	(174,662	)	(191,812	)
Customer losses guaranteed with holdback put backs and other	(17,658	)	(34,025	)	(22,686	)
Ending Balance, December 31,	848,166		1,063,115		1,204,642
Twelve month trailing attrition	18.2	%	15.4	%	16.0	%

        Monitoring and related service revenues for 2001 decreased by $59.9 million, or 17.2%, to $288.8 million from $348.8 million for 2000. The decrease is primarily due to the decline in our customer base. These revenues consist primarily of contractual revenue derived from providing monitoring and maintenance service.

        Other revenues remained constant at $15.7 million in 2001, compared to $15.7 million in 2000. These revenues consist primarily of sales of burglar alarms, closed circuit television systems, fire alarms and card access control systems to commercial customers.

        Cost of monitoring and related services revenues for 2001 decreased by $21.0 million, or 18.0%, to $95.4 million from $116.4 million for 2000. These costs generally relate to the cost of providing monitoring service and include the costs of monitoring, billing, customer service and field operations. The decrease is primarily due to discontinuation of our Patrol services in May of 2001, the decline in our customer base, a reduction of telecommunication costs, and consolidation of monitoring and customer service functions. Costs of monitoring and related services revenues as a percentage of the related revenues decreased from 33.4% in 2000 to 33.0% in 2001.

        Cost of other revenues for 2001 increased by $3.2 million, or 27.8%, to $14.7 million from $11.5 million in 2000. These costs consist primarily of equipment and labor charges to install alarm systems, closed circuit televisions, fire alarms and card access control systems sold to our customers. This increase is primarily related to costs incurred by our PowerCall branches which were acquired in December 2000. These costs as a percentage of other revenues were approximately 93.2% in 2001 compared to approximately 72.9% in 2000.

        Selling, general and administrative expenses for 2001 decreased by $3.0 million, or 2.8%, to $101.0 million from $104.0 million in 2000. This decrease is generally comprised of reductions in bad debt expense and collection costs of approximately $6.9 million primarily due to increased collection efforts, $2.5 million decrease in corporate marketing expense, $1.3 million reduction in professional fees and outside services, and $1.2 million decrease in wage expense. These decreases were partially offset by a

32

$6.7 million increase in selling expense due to our increased efforts to generate new customers through an internal sales force and the associated expenses. We believe our selling costs will continue to increase as we continue to grow our internal sales force. Additionally, lease expense relating to computer equipment and software increased $2.0 million. Our prior practice was to purchase our computer equipment and software and depreciate and amortize accordingly. In 2001, we procured most new computer equipment and certain software with lease financing and, as a result, incur lease charges. As a percentage of total revenues, selling, general and administrative expenses increased from 28.5% in 2000 to 33.2% in 2001 because the decrease in expenses was proportionately less than the decrease in revenues.

        Acquisition expenses for 2001 decreased by $5.6 million, or 48.7%, to $5.9 million from $11.5 million in 2000. The decrease is generally due to the reduced level of account acquisitions in 2001 as compared to 2000. During 2001 we increased emphasis on our internal sales force as the primary means of acquiring new customers.

        Amortization of intangibles and depreciation expense for 2001 decreased by $15.2 million, or 7.5%, to $186.8 million from $202.0 million in 2000. This decrease reflects a reduction in depreciation expense of $6.1 million primarily related to the accelerated depreciation of the billing and general ledger system used in 2000, and a reduction in subscriber amortization expense of $7.4 million related to the declining balance method of amortization utilized. The remaining $1.7 million decrease is from goodwill amortization and is due to adjustments made to goodwill in 2000 to reflect utilization of tax net operating losses. With the implementation of SFAS No. 142 and SFAS No. 144 on January 1, 2002, we will no longer amortize goodwill and the balance of customer accounts to be amortized will be reduced by approximately 45% after an impairment charge resulting in significantly lower amortization in 2002.

        Other charges for 2001 increased $4.8 million, or 109.6%, to $9.2 million from $4.4 million in 2000. Other charges in 2001 were primarily for severance and facility closure costs related to the closure of our Irving, Texas, Beaverton, Oregon, and Hagerstown, Maryland monitoring facilities as well as severance expenses related to the elimination of certain business lines, such as our national accounts and patrol divisions. In 2000, other charges were comprised of $1.5 million in officer severance, $1.6 million for expenses relating to the sale of the European operations, and $1.3 million in costs relating to the closing of our Chatsworth, California and Culver City, California offices. We expect these expenses will decline in 2002 as we completed most of our consolidation efforts in 2001.

        Interest expense, net for 2001 and 2000 was $51.7 million and $59.0 million, respectively. This decrease is primarily a result of the reduction of approximately $474.9 million in outstanding debt during 2000 and an additional reduction of approximately $52.9 million in 2001. Approximately $0.6 million of the reduction is due to the registration of the Senior Subordinated Notes on June 1, 2001 which reduced the interest rate on the outstanding notes from 8⁵/8% to 8¹/8%.

        2000 Compared to 1999. We had a net decrease of 141,527 customers (net of 17,342 customers acquired in the acquisition of PowerCall) in 2000, as compared to a net increase of 8,595 customers in 1999. The average customer base was 1,133,879 for 2000 compared to 1,200,345 for 1999. The number of customers decreased primarily because our customer acquisition strategies were not able to generate accounts in a sufficient volume at acceptable cost to replace accounts lost through attrition.

        Monitoring and related service revenues for 2000 decreased by $33.1 million, or 8.7%, to $348.8 million from $381.9 million for 1999. The decrease is primarily due to the decline in our customer base. These revenues consist primarily of contractual revenue derived from providing monitoring and maintenance service.

33

        Other revenues increased by 2.8% to $15.7 million in 2000, compared to $15.3 million in 1999. These revenues consist primarily of sales of burglar alarms, closed circuit television systems, fire alarms and card access control systems to commercial customers.

        Cost of monitoring and related services revenues for 2000 increased by $12.2 million, or 11.7%, to $116.4 million from $104.2 million for 1999. Cost of monitoring and related services revenues as a percentage of the related revenues increased from 27.3% in 1999 to 33.4% in 2000. Compensation costs for the monitoring stations increased by approximately $4.9 million due primarily to an increase in personnel. In addition, parts and materials costs increased by $5.5 million and vehicle costs increased $1.7 million. These costs generally relate to the cost of providing monitoring service and include the costs of monitoring, billing, customer service and field operations.

        Cost of other revenues for 2000 decreased by $1.1 million, or 8.6%, to $11.5 million from $12.6 million in 1999. Parts and materials decreased by $2.8 million and labor costs increased by $1.7 million. These costs consist primarily of equipment and labor charges to install alarm systems, closed circuit televisions, fire alarms and card access control systems sold outright to our customers.

        Selling, general and administrative expenses for 2000 decreased by $1.2 million, or 1.1%, to $104.0 million from $105.2 million in 1999, but increased as a percentage of total revenues from 26.4% in 1999 to 28.5% in 2000. Selling expense increased $3.1 million to $8.7 million in 2000 from $5.6 million in 1999. This increase is primarily due to an increase in sales commissions stemming from our increased emphasis on internal account growth. Bad debt and collection expenses decreased approximately $7.9 million primarily due to increased collection efforts in 2000. Subcontract expense for outside information technology support increased approximately $4.3 million due primarily to work performed in connection with the implementation of our new billing, collection and monitoring software.

        Acquisition expenses for 2000 decreased by $14.9 million, or 56.3%, to $11.5 million from $26.4 million in 1999. Third party monitoring costs decreased by $4.8 million, signs and decals expense decreased by $1.9 million, printing expense decreased by $1.7 million and compensation expense decreased by $1.0 million. These decreases are a direct result of the significant decline in the number of new accounts acquired from 223,093 in 1999 to 67,160 accounts acquired in 2000. This decline is primarily due to the restructuring of our dealer program. The decrease in third party monitoring expense and associated increase in reprogramming expense are a result of our concentrated effort in late 1999 to move such accounts to our own monitoring stations. Additionally, in the third quarter of 1999, $3.7 million of costs relating to the termination of the Lifeline merger were expensed.

        Amortization of intangibles and depreciation expense for 2000 increased by $7.1 million, or 3.6%, to $202.0 million from $194.9 million in 1999. Subscriber amortization for 2000 and 1999 was $139.0 million and $159.8 million respectively, a decrease of $20.8 million. We changed the amortization method on most of our customer base from a 10-year straight line method to a 10-year declining balance method as of the third quarter in 1999. The cumulative effect of this change in accounting principle was approximately $28.6 million including approximately $20.2 million of additional amortization from the effect of the change on amortization in years prior to 1999. This change does not include our Westinghouse customer pool for which we adopted an 8-year accelerated amortization method from the date of the WSS acquisition.

        On January 1, 2000, we changed our estimate of the useful life of goodwill from 40 years to 20 years. As a result, our goodwill amortization expense increased $21.0 million from $20.3 million in 1999 to $41.3 million in 2000. Additionally, in 2000, depreciation expense increased $6.9 million from $14.7 million in 1999 to $21.6 million. This increase is due to accelerated depreciation of the general ledger and accounts receivable systems installed in 1999. In 2000, we moved to another general ledger and accounts receivable system better suited to meet our needs.

34

        Other charges for 1999 consisted of officers' severance costs of $3.2 million and $2.6 million in non recurring costs incurred to transition certain back office functions from Irving, Texas to Topeka, Kansas. For 2000 these charges consist of $1.5 million for officers' severance, $1.6 million for expenses relating to the sale of the European operations, and $1.3 million in costs relating to the closing of our Chatsworth, California and Culver City, California offices.

        Interest expense, net for 2000 and 1999 was $59.0 million and $76.1 million, respectively. This decrease is primarily a result of the reduction of approximately $474.9 million in outstanding debt during 2000.

Multifamily Segment

        The following table provides information for comparison of the Multifamily operating results for the periods presented. Next to each period's results of operations, we provide the relevant percentage of total revenues so that comparisons about the relative change in revenues and expenses can be made.

		Year Ended December 31,
		2001					1999				2000
		(dollars in thousands)
Revenues:
	Monitoring and related services	$	35,850		98.3	%	$	35,250	89.5	%	$	34,309	88.2	%
	Other		623		1.7			4,116	10.5			4,592	11.8
	Total revenues		36,473		100.0			39,366	100.0			38,901	100.0
Cost of revenues:
	Monitoring and related services		8,303		22.8			8,223	20.9			7,565	19.5
	Other		740		2.0			3,629	9.2			4,174	10.7
	Total cost of revenues		9,043		24.8			11,852	30.1			11,739	30.2
Gross profit			27,430		75.2			27,514	69.9			27,162	69.8
Selling, general and administrative expenses			11,647		31.9			9,902	25.2			10,613	27.3
Acquisition expense			0		0.00			—	0.0			313	0.8
Amortization of intangibles and depreciation expense			15,808		43.3			15,596	39.6			9,507	24.4
Other			500		1.4			—	—			—	—
Operating income (loss)		$	(525	)	(1.4	)%	$	2,016	5.1	%	$	6,729	17.3	%

        2001 Compared to 2000.    We had a net increase of 18,592 customers in 2001 as compared to a net increase of 12,997 customers in 2000. The average customer base was 317,253 for 2001 compared to 301,459 for 2000. The change in Multifamily's customer base for the period is shown below.

	Year ended December 31,
	2001		2000		1999
Beginning Balance, January 1,	307,957		294,960		285,954
Additions	38,492		39,855		30,973
Customer losses	(19,900	)	(26,858	)	(21,967	)
Ending Balance, December 31,	326,549		307,957		294,960
Twelve month trailing attrition	6.3	%	8.9	%	7.6	%

        The attrition rate for Multifamily in 2000 reflects approximately 7,000 subscribers related to one developer cancelled due to nonpayment. Had these accounts not attrited, the annualized attrition would

35

have been approximately 6.6%. The Company is pursuing contractual remedies for the nonpayment of these accounts.

Monitoring and related services revenues was $35.9 million for 2001 compared to $35.2 million in 2000. The average customer base increase of 5.2% was offset by a decrease in our recurring monthly revenue ("RMR") per customer. The decrease in RMR per customer is partly due to an increase in the number of our customers added during 2000 and 2001 through outright sales of security systems with lower RMR than our standard contracts, which include an additional monthly charge for equipment. The remaining decline in RMR per customer is primarily related to an increasing number of contract renewals, which provide for significant contract term extensions at a reduced RMR, and contract cancellations, which are terminating at higher RMR rates to due annual rate escalations.

Other revenues decreased by $3.5 million, or 84.9%, to $0.6 million in 2001 from $4.1 million in 2000 primarily due to a $2.3 million decrease in revenue resulting from fewer outright sales. We also deferred $1.2 million in installation revenues pursuant to Staff Accounting Bulletin (SAB) 101, which requires deferral of revenue over the life of the customer along with deferral of associated direct and incremental costs.

Cost of monitoring and related service revenues for 2001 remained consistent with costs for 2000.

Cost of other revenues decreased by $2.9 million or 79.6% to $0.7 million in 2001 from $3.6 million in 2000 due to the decline in the number of outright sales and $1.0 million in deferrals of costs related to the $1.2 million in revenue deferrals pursuant to SAB 101.

Selling, general and administrative expenses for 2001 increased $1.7 million to $11.6 million from $9.9 million in 2000. This 17.6% increase is primarily the result of management fees allocated from Protection One and increased legal fees.

Other expense of $0.5 million in 2001 consists of lease obligations related to Multifamily's corporate office relocation to Protection One's Irving facility.

Amortization of intangibles and depreciation expense for 2001 increased by $0.2 million, or 1.4% to $15.8 million from $15.6 million in 2000. This increase is the result of a larger customer base being amortized.

        2000 Compared to 1999.    We had a net increase of 12,997 customers in 2000 as compared to a net increase of 9,006 customers in 1999. The average customer base was 301,459 for 2000 compared to 290,457 for 1999. We had an increase in the attrition rate for Multifamily in 2000 due to nonpayment of approximately 7,000 subscribers related to one developer. Had these accounts not attrited, the annualized attrition would have been approximately 6.6% instead of 8.9%. This compares to 7.6% in 1999.

Monitoring and related services revenues for 2000 increased by $0.9 million, or 2.7%, to $35.2 million from $34.3 million for 1999. Multifamily's additional revenues in 2000 were primarily attributable to the increase in the subscriber base. These revenues consist primarily of contractual revenue derived from providing monitoring and maintenance service.

Other revenues decreased by $.5 million or 10.4% to $4.1 million in 2000 from $4.6 million in 1999 primarily due to a decrease in the number of outright sales installations.

Cost of monitoring and related service revenues for 2000 increased by $0.6 million, or 8.7%, to $8.2 million from $7.6 million for 1999. Monitoring and related service expenses, as a percentage of monitoring and related service revenues, increased to 23.3% for 2000 from 22.0% for 1999. This increase is primarily related to increased employment costs caused by a more competitive labor market and an increase in claims experience on a self-funded medical insurance plan.

36

Cost of other revenues decreased by $0.6 million or 13.1% to $3.6 million from $4.2 million in 1999. Other cost of revenues, as a percentage of other revenues, decreased to 88.2% in 2000 from 90.9% in 1999. This decline is principally due to an increase in sales of access control contracts with greater installation margins than the standard alarm sale and the access control sales installed in 1999.

Selling, general and administrative expenses decreased $0.7 million or 6.7% to $9.9 million in 2000 from $10.6 million in 1999 primarily due to a temporary decline in the sales force.

Amortization of intangibles and depreciation expense for 2000 increased by $6.1 million, or 64.0% to $15.6 million from $9.5 million in 1999. This increase is primarily due to the change in estimate of goodwill life from 40 years to 20 years resulting in an increase in goodwill amortization expense of $5.0 million. Subscriber amortization increased by $1.0 million due to the larger customer base being amortized.

Liquidity and Capital Resources

        We believe we will have sufficient cash to fund future operations of our business through January 3, 2003 from a combination of cash flow from our security monitoring customer base which generated $43.6 million of positive cash flow from operations in 2001, possible asset sales and borrowings under our existing Senior Credit Facility with Westar Industries, which had approximately $34.5 million of availability at March 25, 2002. We have sought to obtain a third party source of funds to replace those provided by Westar Industries under our Senior Credit Facility. We have not been able to obtain another lender or lenders on terms or at a cost acceptable to us or Westar Industries. We can give no assurance that we would be able to obtain adequate financing from third party sources should that become necessary.

        The Senior Credit Facility currently expires on January 3, 2003. The Kansas Corporation Commission has issued an order prohibiting Western Resources from borrowing to make loans or capital contributions to Westar Industries. This order limits the resources available to Westar Industries for funding its obligations under the Senior Credit Facility. The Kansas Corporation Commission also ordered Western Resources to submit a financial plan to reduce the amount of its outstanding debt. The financial plan proposed by Western Resources contemplates the sale of some or all of Westar Industries stock with the proceeds being used for that purpose. The plan also provides for Westar Industries to apply revenue it derives from certain sources to the reduction of Western Resources debt. We would face significant liquidity issues if Westar Industries were unable to fund its obligations under the Senior Credit Facility and we can give no assurance that the KCC actions will not adversely impact the ability of Westar Industries to fund these obligations.

        Our ability to borrow under the facility is subject to compliance with certain financial covenants including a leverage ratio, total debt to EBITDA as defined in the Senior Credit Facility, of 5.75 to 1.0 and an interest coverage ratio, interest expense to EBITDA, of 2.10 to 1.0. At December 31, 2001, the ratios were approximately 5.0 to 1.0 and 2.3 to 1.0, respectively.

        Operating Cash Flows for the Year Ended December 31, 2001.    Our operating activities provided net cash flows of $43.6 million in 2001 compared to $101.5 million in 2000, a decrease of $57.9 million. This decrease was primarily due to an additional net loss before extraordinary gain of $14.1 million coupled with a decrease in depreciation and amortization expense of $20.3 million in 2001 compared to 2000. Additionally, we received $29.8 million less in tax benefit payments from Western Resources as compared to 2000.

        Investing Cash Flows for the Year Ended December 31, 2001.    We used a net $15.5 million for our investing activities in 2001. Proceeds from the sale of customer accounts provided cash of $20.9 million. We used $27.7 million in cash to install and acquire new accounts, $7.4 million to acquire fixed assets

37

and invested $1.4 million in marketable securities. In 2000, we used $47.3 million in cash to install and acquire new accounts and $18.6 million to acquire fixed assets.

        Financing Cash Flows for the Year Ended December 31, 2001.    We used a net $26.5 million in cash for financing activities in 2001. We increased our borrowings under the Senior Credit Facility by $93.5 million. We used cash to purchase $146.0 million in face value of our outstanding debt for $91.7 million, to make principal payments of $0.5 million on capital leases and to acquire 22,013,592 shares of our outstanding stock for $27.1 million. At December 31, 2001, the Senior Credit Facility had a weighted average annual interest rate before fees of 5.8% and an outstanding balance of $137.5 million. In 2000, we used a net $223.8 million in financing activities. Borrowings under our Senior Credit Facility decreased by $181.0 million. We used the $183.0 million in cash received from the sale of our European operations and other investments to reduce borrowings under our Senior Credit Facility. We paid an additional $46.9 million to retire $69.1 million carrying amount of other outstanding debt. We also purchased $5.3 million of common stock during the year. At December 31, 2000 the facility had a weighted average annual interest rate of 9.0% and an outstanding balance of $44.0 million.

        Debt and Equity Repurchase Plans.    We may from time to time purchase our debt and equity securities in the open market or through negotiated transactions. The timing and terms of purchases, and the amount of debt or equity actually purchased, will be determined based on market conditions, the availability of funds and other factors. From January 1, 2002 through March 15, 2002, we purchased 1,000,000 shares of our common stock for $2.2 million. As of March 15, 2002, we had authority from our board of directors to purchase an additional approximately 8.2 million shares of our common stock.

        In the latter part of 2001 through March 15, 2002, we purchased in the open market, approximately $2.0 million in Western Resources preferred stock, approximately $9.7 million of Western Resources 6.25% notes, approximately $0.1 million in ONEOK common stock and approximately $3.0 million of Western Resources common stock. At December 31, 2001, our total investment in these Western Resources securities was approximately $1.4 million and is included as part of Other assets on the balance sheet.

        On March 25, 2002, we sold our investments in the ONEOK stock and the Western Resources 6.25% notes to Western Resources for approximately $9.8 million. On that same date, we purchased from Westar Industries approximately $8.3 million (face amount) of our Senior Subordinated Discount Notes for approximately $7.5 million and $6.5 million (face amount) of our Senior Subordinated Notes for approximately $4.5 million. The Company will record a $2.0 million extraordinary gain, net of tax, in the first quarter of 2002, as a result of the retirement of this debt.

        Material Commitments.    We have future, material, long-term commitments made in the past several years in connection with our growth. We believe these commitments will be met through a combination

38

of borrowings under our Senior Credit Facility, refinancings and positive operating cash flows. The following reflects our commitments as of December 31, 2001:

		Payment Due by Period
		2002		2003 - 2004		2005 - 2006		Thereafter		Total
		(Dollars in thousands)
At December 31, 2001:
Contractual Cash Obligations
Long-term debt		$	—	$	23,785	$	243,411	$	176,840	$	444,036
Capital lease obligations			688		531		—		—		1,219
Operating leases			8,584		9,501		2,614		1,790		22,489
Unconditional purchase obligations(a)			4,060		6,090		—		—		10,150
Other long-term obligations			—		—		—		—		—
	Total contractual cash obligations	$	13,322	$	39,907	$	246,025	$	178,630	$	477,894

(a)

Contract tariff for telecommunication services.

        The table below shows our total commercial commitments and the expected expiration per period:

		Amount of Commitment Expiration Per Period
		2002		2003 - 2004		2005 - 2006		Thereafter		Total
		(Dollars in thousands)
At December 31, 2001:
Other Commercial Commitments
Line of credit		$	—	$	137,500	$	—	$	—	$	137,500
Standby letters of credit			2,000		—		—		—		2,000
Guarantees			—		—		—		—		—
Standby repurchase obligations			—		—		—		—		—
Other commercial commitments			—		—		—		—		—
	Total commercial commitments	$	2,000	$	137,500	$	—	$	—	$	139,500

        Most of the long-term debt instruments contain restrictions based on "EBITDA". The definition of EBITDA varies among the various indentures and the Senior Credit Facility. EBITDA is generally derived by adding to income (loss) before income taxes, interest expense and depreciation and amortization expense. However, under the varying definitions of the indentures, various and numerous additional adjustments are sometimes required.

        Our Senior Credit Facility and the indentures relating to our other indebtedness contain the financial covenants summarized below:

Debt Instrument	Financial Covenant
Senior Credit Facility	Total consolidated debt/annualized most recent quarter EBITDA less than 5.75 to 1.0 Consolidated annualized most recent quarter EBITDA/latest four fiscal quarters interest expense greater than 2.10 to 1.0
Senior Subordinated Notes	Current fiscal quarter EBITDA/current fiscal quarter interest expense greater than 2.25 to 1.0
Senior Subordinated Discount Notes	Total debt/annualized current quarter EBITDA less than 6.0 to 1.0 Senior debt/annualized current quarter EBITDA less than 4.0 to 1.0

39

        At December 31, 2001, we were in compliance with the covenants under these debt instruments.

        These debt instruments also restrict our ability to pay dividends to stockholders, but do not otherwise restrict our ability to fund cash obligations.

        Credit Ratings.    As of March 15, 2002, public debt was rated as follows:

	Senior Unsecured Debt	Senior Subordinated Unsecured Debt	Outlook
S & P	B	CCC+	Negative
Moody's	B3	Caa2	Negative
Fitch Ratings	B	CCC+	Negative

        In general, revenue declines and reductions in operating margin leave our credit ratings susceptible to further downgrades which make debt financing more costly and more difficult to obtain on terms which are economically favorable to us.

        Capital Expenditures.    We anticipate making capital expenditures of approximately $40 million in 2002. Of such amount, we plan to invest approximately $30 million to acquire customer accounts and $10 million for fixed assets. Capital expenditures for 2003 and 2004 are expected to be approximately $45 million and $50 million, respectively. Of these amounts approximately $35 million and $40 million would be to acquire accounts with the balance for fixed assets. These estimates are prepared for planning purposes and are revised from time to time. Actual expenditures for these and possibly other items not presently anticipated will vary from these estimates during the course of the years presented. We believe that our capital requirements will be met through the use of internally generated funds, asset sales, the Senior Credit Facility or external financings. See "Liquidity and Capital Resources" above.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

        We are exposed to market risk, including changes in the market price, foreign currency exchange rates, equity instrument investment prices, as well as interest rates.

        Foreign currency exchange rates.    During 1998, we acquired Canadian operations with a functional currency other than the US dollar. As of December 31, 2001, the unrealized loss on currency translation, presented as a separate component of stockholders' equity and reported within other comprehensive income was approximately $2.4 million net of tax. A 10% change in the currency exchange rates would have an immaterial effect on other comprehensive loss.

        Interest Rate Exposure.    We have approximately $137.5 million of long-term variable rate debt as of December 31, 2001. A 100 basis point change in the debt benchmark rate would impact net income before tax by approximately $1.4 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Our consolidated financial statements and supplementary data, together with the reports of Arthur Andersen LLP, independent public accountants, are included elsewhere herein. See "Index to Financial Statements" on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

40

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

        Information relating to our directors, nominees for directors and executive officers is set forth under the heading "Election of Directors" in the Proxy Statement relating to the Annual Meeting of Stockholders to be held May 23, 2002, which will be filed with the Securities and Exchange Commission by April 23, 2002, and which is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

        Information relating to our executive officers and executive compensation is set forth under the heading "Executive Officers; Executive Compensation and Related Information" in the Proxy Statement relating to the Annual Meeting of Stockholders to be held May 23, 2002, which will be filed with the Securities and Exchange Commission by April 23, 2002, and which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information relating to the security ownership of certain beneficial owners and management is set forth under the headings "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management and Directors" in the Proxy Statement relating to the Annual Meeting of Stockholders to be held May 23, 2002 which will be filed with the Securities and Exchange Commission by April 23, 2002, and which is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information relating to certain relationships and related transactions concerning directors and executive officers is set forth under the heading "Certain Relationships and Related Transactions" in the Proxy Statement relating to the Annual Meeting of Stockholders to be held May 23, 2002, which will be filed with the Securities and Exchange Commission by April 23, 2002, and which is incorporated herein by reference.

41

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

The following documents are filed as a part of this report:



1.

The financial statements and financial statement schedules listed on the accompanying Index to Financial Statements.



2.

The following Exhibits:

Exhibit No.	Exhibit Description
2.1	Contribution Agreement dated as of July 30, 1997 (the "Contribution Agreement"), between Western Resources and Protection One, Inc. ("POI") (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by POI and Protection One Alarm Monitoring, Inc. ("Monitoring") dated July 30, 1997 (the "July 1997 Form 8-K")). The Common File Number of POI is 0-24780. The Common File Number of Monitoring is 33-73002-01.
2.2	Amendment No. 1 dated October 2, 1997, to the Contribution Agreement (incorporated by reference to Exhibit 99.1 to the Current Report of Form 8-K filed by POI and Monitoring dated October 2, 1997).
2.3	Amendment No. 2 dated February 29, 2000 to the Contribution Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by POI and Monitoring dated February 29, 2000).
2.4	Amendment No. 3 dated June 21, 2001 to the Contribution Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by POI and Monitoring dated August 14, 2001).
2.5	Amendment No. 4 dated October 25, 2001 to the Contribution Agreement.+
2.6	Consent and Limited Waiver Agreement dated March 18, 2002 to the Contribution Agreement.+
3.1	Fifth Amended and Restated Certificate of Incorporation of POI, as amended (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed by POI and Monitoring for the year ended September 30, 1997 (the "Fiscal 1997 Form 10-K")).
3.2	Amendment dated as of November 24, 1997 to Fifth Amended and Restated Certificate of Incorporation of POI.
3.3	By-laws of POI (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by POI and Monitoring for the quarter ended March 31, 1996).
3.4	Certificate of Incorporation of Monitoring, as amended (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 (Registration Number 333-09401) originally filed by Monitoring and, inter alia, POI on August 1,1996 (the "August 1996 Form S-3")).
3.5	Bylaws of Monitoring (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed by POI and, inter alia, Monitoring for the year ended September 30, 1994).
4.1	Indenture dated as of May 17, 1995, among Monitoring, as Issuer, POI, inter alia, as Guarantor, and The First National Bank of Boston ("FNBB"), as Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (Registration No. 33-94684) originally filed by POI and, inter alia, Monitoring on July 18, 1995 (the "1995 Form S-4")).

42

4.2	First Supplemental Indenture dated as of July 26, 1996, among Monitoring, as Issuer, POI, inter alia, as Guarantor and State Street Bank and Trust Company ("SSBTC") as successor to FNBB as Trustee (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed by POI and Monitoring for the year ended September 30, 1996 (the "Fiscal 1996 Form 10-K")).
4.3	Second Supplemental Indenture dated as of October 28, 1996, among Monitoring as Issuer, POI inter alia, as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.3 to the Fiscal 1996 Form 10-K)).
4.4	Third Supplemental Indenture dated as of February 14, 2000 among Monitoring as Issuer, POI inter alia, as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed by POI and Monitoring for the year ended December 31, 2000 (the "Fiscal 2000 Form 10-K")).
4.5	Subordinated Debt Shelf Indenture dated as of August 29, 1996, among Monitoring as Issuer, POI as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.3 to the August 1996 Form S-3).
4.6	Supplemental Indenture No. 1 dated as of September 20, 1996, among Monitoring as Issuer, POI, inter alia, as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by POI and Monitoring and dated September 20,1996 (the "September 1996 Form 8-K")).
4.7	Supplemental Indenture No. 2 dated as of October 28, 1996, among Monitoring as Issuer, POI, inter alia, as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.6 to the Fiscal 1996 Form 10-K).
4.8	Supplemental Indenture No. 3 dated as of February 14, 2000, among Monitoring as Issuer, POI, inter alia, as Guarantor and SSBTC as Trustee (incorporated by reference to Exhibit 4.8 to the Fiscal 2000 Form 10-K).
4.9	Indenture, dated as of August 17, 1998, among Monitoring, as issuer, POI as guarantor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by POI and Monitoring on September 22, 1998).
4.10	Indenture, dated as of December 21, 1998, among Monitoring, as issuer, POI, as guarantor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.8 to the Annual Report on Form 10-K filed by POI and Monitoring for the year ended December 31, 1998 (the "Fiscal 1998 Form 10-K"))
10.1	Stock Purchase Warrant dated as of September 16, 1991, issued by POI to Merita Bank, Ltd. (formerly Kansallis-Osake-Pankki) (incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q filed by POI and, inter alia, Monitoring for the quarter ended March 31, 1994).
10.2	Warrant Agreement dated as of November 3, 1993, between Monitoring and United States Trust Company of New York, as Warrant Agent (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 (Registration Statement 33-73002) originally filed by POI, Monitoring and certain former subsidiaries of Monitoring on December 15, 1993 (the "1993 Form S-4")).
10.3	Registration Rights Agreement dated as of November 3, 1993, among Monitoring, POI, certain former subsidiaries of Monitoring and Bear, Stearns & Co., Inc. (incorporated by reference to Exhibit 4.4 to the 1993 Form S-4).
10.4	Warrant Agreement dated as of May 17, 1995, between POI and The First National Bank of Boston, as Warrant Agent (incorporated by reference to Exhibit 10.40 to the 1995 Form S-4).

43

10.5	Employment Agreement dated as of November 24, 1997, between Protection One and John E. Mack, III (incorporated by reference to Exhibit 10.6 to the November 1997 Form 8-K).*
10.6	1994 Stock Option Plan of POI, as amended (incorporated by reference to Exhibit 10.23 to the Fiscal 1996 Form 10-K).*
10.7	1997 Long-Term Incentive Plan of POI (incorporated by reference to Appendix F to POI's proxy statement dated November 7, 1997).*
10.8	Notes Registration Rights Agreement dated as of May 17, 1995, among POI, Monitoring, Morgan Stanley & Co., Incorporated and Montgomery Securities (incorporated by reference to Exhibit 4.2 to the 1995 Form S-4).
10.9	Revolving Credit Agreement among Monitoring, borrower, NationsBank, N.A., administrative agent, First Union National Bank, syndication agent, Toronto Dominion (Texas), Inc., documentation agent, and Lenders named therein, dated December 21, 1998 (the "Revolving Credit Agreement") (incorporated by reference to Exhibit 10.11 to the Fiscal 1998 Form 10-K).
10.10	First Amendment to the Revolving Credit Agreement, dated as of February 26, 1999 (incorporated by reference to Exhibit 10.12 to the Fiscal 1998 Form 10-K).
10.11	Agreement, dated as of February 29, 2000, by and among POI, Monitoring, and Westar Industries, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by POI and Monitoring dated February 29, 2000).
10.12	Second Amendment of Credit Agreement, effective as of February 29, 2000, between Monitoring and Westar Industries, Inc., as Administrative Agent and a Lender (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by POI and Monitoring dated February 29, 2000).
10.13	Registration Rights Agreement, dated December 21, 1998, among Monitoring, POI and various subsidiary guarantors and Morgan Stanley & Co. Incorporated, Chase Securities Inc; First Union Capital Markets, NationsBanc Montgomery Securities LLC and TD Securities (USA), Inc. (the "Placement Agents").
10.14	Form of Change of Control Agreement with Annette M. Beck and Anthony Somma (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed by POI and Monitoring for the year ended December 31, 1999 (the "Fiscal 1999 Form 10-K")).*
10.15	Third Amendment to the Revolving Credit Agreement, dated as of January 2, 2001, between Monitoring and Westar Industries, Inc., as Administrative Agent and as a Lender (incorporated by reference to Exhibit 10.15 to the "Fiscal 2000 Form 10-K").
10.16	Fourth Amendment to the Revolving Credit Agreement, dated as of February 28, 2001, between Monitoring and Westar Industries, Inc., as Administrative Agent and as a Lender (incorporated by reference to Exhibit 10.16 to the Fiscal 2000 Form 10-K).
10.17	Fifth Amendment of Credit Agreement effective as of June 30, 2001 between Protection One Alarm Monitoring, Inc. and Westar Industries, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by POI and Monitoring dated August 15, 2001).
10.18	Sixth Amendment of Credit Agreement effective as of November 1, 2001 between Protection One Alarm Monitoring, Inc. and Westar Industries, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by POI and Monitoring dated November 14, 2001).
10.19	Seventh Amendment to Credit Agreement effective March 25, 2002 between Protection One Alarm Monitoring, Inc. and Westar Industries, Inc.+

44

10.20	Employment Agreement dated as of April 16, 2001 between Protection One, Inc. and Richard Ginsburg (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by POI and Monitoring dated May 15, 2001).*
10.21	Employment Agreement dated as of August 8, 2001 between Protection One, Inc. and Mack Sands.+*
10.22	Employment Agreement dated as of August 1, 2001 between Protection One, Inc. and Darius Nevin.+*
10.23	Letter agreement dated November 1, 2001 between Westar Industries, Inc. and POI regarding management and financial advisory services.+
12.1	Statement regarding Computation of Earnings to Fixed Charges.+
16.1	Letter from Coopers & Lybrand to the Securities and Exchange Commission re: Change in Certifying Accountant (incorporated by reference to Exhibit 16 to Amendment No. 1 to the Current Report on Form 8-K filed by POI and Monitoring dated February 5, 1998).
21.1	Subsidiaries of POI and Monitoring.+
23.1	Consent of Arthur Andersen LLP.+
99.1	Letter from POI to Securities and Exchange Commission concerning Arthur Andersen LLP representation to POI and Monitoring.+

*

Each Exhibit marked with an asterisk constitutes a management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an Exhibit to this report pursuant to Item 14(c) of Form 10-K.

+

Filed herewith.

(b)

During the last quarter of the fiscal year covered by this Report, POI and Monitoring filed one Report on Form 8-K. A Current Report on Form 8-K dated December 5, 2001 reported David C. Wittig, the Chairman of the Board and Chief Executive Officer of Western Resources, Inc., was appointed to our board of directors. Westar Industries, Inc., a wholly owned subsidiary of Western Resources, Inc., owns approximately 87% of the Company's outstanding stock.

45

PROTECTION ONE, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

		Page
PROTECTION ONE, INC. AND SUBSIDIARIES
	Report of Independent Public Accountants	F-2
	Consolidated Balance Sheets as of December 31, 2001 and 2000	F-3
	Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2001, 2000, and 1999	F-4
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000, and 1999	F-5
	Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000, and 1999	F-7
	Notes to Consolidated Financial Statements	F-8
FINANCIAL SCHEDULES
	Protection One, Inc. and Subsidiaries—Schedule II—Valuation and Qualifying Accounts	S-1

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

         To the Shareholders of Protection One, Inc.:

        We have audited the accompanying consolidated balance sheets of Protection One, Inc. and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the 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. 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 financial position of Protection One, Inc. and subsidiaries as of December 31, 2001 and 2000 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

        As explained in Note 2(f) to the financial statements, effective September 1, 1999, the Company changed its method of amortization for most customer accounts from the straight-line method to a declining balance (accelerated) method.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule II—Valuation and Qualifying Accounts is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP
Kansas City, Missouri
February 13, 2002

F-2

PROTECTION ONE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except for per share amounts)

		December 31,
		2001			2000
ASSETS
Current assets:
	Cash and cash equivalents	$	3,974		$	2,740
	Receivables, net		36,504			37,826
	Inventories, net		8,142			11,129
	Prepaid expenses		2,508			2,652
	Related party tax receivable		1,655			3,179
	Deferred tax assets, current		8,783			28,168
	Other		4,744			1,050
	Total current assets		66,310			86,744
Property and equipment, net			54,912			49,884
Customer accounts, net			763,549			900,314
Goodwill, net			768,309			829,145
Deferred tax assets			79,612			57,187
Other			15,784			6,853
Total Assets		$	1,748,476		$	1,930,127
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt	$	688		$	530
	Accounts payable		5,944			7,164
	Accrued liabilities		40,188			56,603
	Purchase holdbacks		822			3,845
	Deferred revenue		41,940			46,704
	Total current liabilities		89,582			114,846
Long-term debt, net of current portion			584,115			637,181
Other			11,590			645
Total Liabilities			685,287			752,672
Commitments and contingencies (see Note 13)
Stockholders' equity:
Preferred stock, $.10 par value, 5,000,000 shares authorized			—			—
Common Stock, $.01 par value, 150,000,000 shares authorized, 98,405,486 shares and 120,207,987 shares issued and outstanding at December 31, 2001 and 2000, respectively			1,272			1,270
Additional paid-in Capital			1,381,450			1,380,774
Unrealized loss on currency translation			(2,361	)		(564	)
Retained losses			(284,741	)		(198,693	)
Treasury stock, at cost, 28,840,405 and 6,826,813 shares at December 31, 2001 and 2000, respectively			(32,431	)		(5,332	)
	Total stockholders' equity		1,063,189			1,177,455
Total Liabilities and Stockholders' Equity		$	1,748,476		$	1,930,127

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

F-3

PROTECTION ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Dollar amounts in thousands, except for per share amounts)

		Year Ended December 31,
		2001			2000			1999
Revenues:
	Monitoring and related services	$	324,665		$	398,325		$	508,994
	Other		16,360			33,439			90,111
	Total revenues		341,025			431,764			599,105
Cost of revenues:
	Monitoring and related services		103,727			128,350			132,877
	Other		15,405			20,607			47,087
	Total cost of revenues		119,132			148,957			179,964
	Gross profit		221,893			282,807			419,141
Operating Expenses:
	Selling, general and administrative expenses		112,685			125,964			183,947
	Acquisition expense		5,899			11,752			27,464
	Amortization of intangibles and depreciation expense		202,655			222,992			233,906
	Severance and relocation costs		9,682			4,380			5,809
Total operating expenses			330,921			365,088			451,126
	Operating loss		(109,028	)		(82,281	)		(31,985	)
Interest expense:
	Interest expense, net		41,254			52,674			86,287
	Related party interest expense, net		10,465			7,658			750
Other (income) expense:
	Gain on sale of Mobile Services Group		—			—			(17,249	)
	Other		(125	)		(297	)		4,380
Loss before income taxes and extraordinary gain			(160,622	)		(142,316	)		(106,153	)
Income tax benefit			40,096			35,872			27,108
Loss before extraordinary gain			(120,526	)		(106,444	)		(79,045	)
Extraordinary gain (loss), net of tax effect of $(18,565), $(26,531), and $911			34,478			49,273			(1,691	)
	Net loss	$	(86,048	)	$	(57,171	)	$	(80,736	)
Other comprehensive loss:
	Unrealized loss on marketable securities		—		$	(1,202	)	$	(1,659	)
	Unrealized loss on currency translation		(1,797	)		(2,011	)		(1,350	)
	Reclassification adjustment for losses included in sale of European operations		—			5,251			—
	Income tax benefit (expense)		—			(797	)		1,204
Comprehensive loss		$	(87,845	)	$	(55,930	)	$	(82,541	)
Net loss per common share:
	Loss before extraordinary gain per common share	$	(1.14	)	$	(.84	)	$	(.62	)
	Extraordinary gain (loss) per common share		.32			.39			(.02	)
	Net loss per common share	$	(.82	)	$	(.45	)	$	(.64	)

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

F-4

PROTECTION ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

		Year Ended December 31,
		2001			2000			1999
Cash flows from operating activities:
Net loss		$	(86,048	)	$	(57,171	)	$	(80,736	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Extraordinary loss (gain)		(34,478	)		(49,273	)		1,691
	(Gain) loss on sale of customer accounts		75			—			(17,249	)
	Amortization of intangibles and depreciation		202,655			222,992			233,906
	Accretion of debt premium, net of amortization of debt costs		1,394			(1,715	)		(4,504	)
	Net deferred taxes		(21,980	)		(8,143	)		(29,904	)
	Provision for doubtful accounts		6,017			14,552			25,534
	Loss on sale of marketable securities		—			—			7,666
	Other		504			(3,512	)		(26,383	)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
	Receivables, net		(6,310	)		(60	)		(28,473	)
	Inventories, net		2,835			(855	)		(3,246	)
	Prepaid and other current assets		(3,988	)		(6,992	)		(133	)
	Accounts payable		(1,110	)		1,338			6,877
	Accrued liabilities		(16,400	)		(765	)		4,923
	Deferred costs		(7,542	)		—			—
	Deferred revenue		7,988			(8,878	)		3,479
	Net cash provided by operating activities		43,611			101,518			93,448
Cash flows from investing activities:
	Purchase of property and equipment, net		(7,357	)		(18,614	)		(32,644	)
	Purchase of installed security systems		(27,684	)		(35,513	)		(242,667	)
	Sale (purchase) of investments		(1,413	)		—			9,739
	Related party sale of European operations		—			183,025			—
	Proceeds from sale of customer accounts, net of cash paid		20,935			—			19,087
	Acquisition of alarm companies, net of cash received		—			(11,748	)		(27,407	)
	Net cash provided by (used in) investing activities		(15,519	)		117,150			(273,892	)
Cash flows from financing activities:
	Purchase of Treasury Stock		(27,099	)		(5,332	)		—
	Payments on long-term debt		(92,184	)		(46,897	)		(39,008	)
	Proceeds from issuance of long-term debt		1,393			6,388			213,310
	Issuance costs and other		(2,076	)		3,077			2,859
	Proceeds (repayments) on Senior Credit Facility		93,500			(181,000	)		—
	Net cash provided by (used in) financing activities		(26,466	)		(223,764	)		177,161
Effect of exchange rate changes on cash and cash equivalents			(392	)		178			916
	Net increase (decrease) in cash and cash equivalents		1,234			(4,918	)		(2,367	)
Cash and cash equivalents:
	Beginning of period		2,740			7,658			10,025
	End of period	$	3,974		$	2,740		$	7,658
Cash paid for interest		$	60,468		$	65,043		$	68,420
Cash paid for taxes		$	351		$	931		$	783

F-5

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

        In the first quarter of 2000, the Company sold its European operations for $225.0 million and certain investments for $19.0 million to Westar Industries, Inc. In exchange, the Company received $183.0 million in cash and $61.0 million market value of its outstanding bonds. Also in the first quarter of 2000, the Company received $15.0 million market value of its bonds and a $14.2 million note receivable from Westar Industries for payment of the Company's 1998 income tax receivable of $20.3 million and an intercompany receivable of $8.9 million. Westar Industries repaid all but $0.2 million of the note by delivering $14.0 million in market value of the Company's debt securities in March and April of 2000. The balance of the note was repaid in April 2000.

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

F-6

PROTECTION ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Dollar amounts in thousands)

	Common Stock													Accumulated other comprehensive loss
					Treasury Stock			Additional Paid-In Capital			Retained Losses						Total Stockholders' Equity
	Shares		Amount
Common Stock
December 31, 1998	126,838,741		$	1,268	$	—		$	1,358,484		$	(60,786	)	$	(2,576	)	$	1,296,390
Shares issued—acquisitions	3,613			—		—			39			—			—			39
Shares issued—ESPP	102,983			1		—			455			—			—			456
Unrealized loss—marketable securities	—			—		—			—			—			853			853
Unrealized loss—currency translation	—			—		—			—			—			(82	)		(82	)
Net loss	—			—		—			—			(80,736	)		—			(80,736	)
December 31, 1999	126,945,337		$	1,269	$	—		$	1,358,978		$	(141,522	)	$	(1,805	)	$	1,216,920
Exercise of options and warrants	5,440			—		—			21			—			—			21
Shares issued—ESPP	84,023			1		—			139			—			—			140
Intercompany transactions (Note 6)	—			—		—			21,636			—			—			21,636
Unrealized gain—marketable securities	—			—		—			—			—			995			995
Unrealized loss—currency translation	—			—		—			—			—			246			246
Acquisition of treasury stock	(6,826,813	)		—		(5,332	)		—			—			—			(5,332	)
Net loss	—			—		—			—			(57,171	)		—			(57,171	)
December 31, 2000	120,207,987		$	1,270	$	(5,332	)	$	1,380,774		$	(198,693	)	$	(564	)	$	1,177,455
Exercise of options and warrants	65,568			1		—			612			—			—			613
Shares issued—ESPP	145,523			1		—			99			—			—			100
Intercompany transactions (Note 6)	—			—		—			(35	)		—			—			(35	)
Unrealized loss—currency translation	—			—		—			—			—			(1,797	)		(1,797	)
Acquisition of treasury stock	(22,013,592	)		—		(27,099	)		—			—			—			(27,099	)
Net loss	—			—		—			—			(86,048	)		—			(86,048	)
December 31, 2001	98,405,486		$	1,272	$	(32,431	)	$	1,381,450		$	(284,741	)	$	(2,361	)	$	1,063,189

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

F-7

PROTECTION ONE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company:

        Protection One, Inc. ("Protection One", a Delaware corporation; the "Company") is a publicly traded security alarm monitoring company. Protection One is principally engaged in the business of providing security alarm monitoring services, which include sales, installation and related servicing of security alarm systems for residential and small business customers. Westar Industries, Inc. ("Westar Industries"), a wholly owned subsidiary of Western Resources, Inc. ("Western Resources"), owns approximately 87% of the Company's common stock.

        The Company prepares its financial statements in conformity with generally accepted accounting principles. 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 assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated financial statements include the accounts of Protection One's wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

        The Company's strategy is to improve returns on invested capital by realizing economies of scale from increasing customer density in the largest urban markets in North America. The Company plans to accomplish this goal by: (i) retaining its customers by providing quality customer service from its monitoring facilities and its branches; (ii) using its national presence, strategic alliances, and strong local operations to persuade the most desirable residential and commercial prospects to enter into long term agreements with the Company on terms that permit it to achieve appropriate returns on capital; and (iii) on a limited basis in 2002 or 2003, acquiring alarm companies and portfolios of alarm accounts pursuant to transactions that meet the Company's strategic and financial requirements.

2. Summary of Significant Accounting Policies:

(a) Revenue Recognition

        Revenues are recognized when security services are provided. Installation revenues, sales revenues on equipment upgrades and direct costs of installations and sales are deferred for residential customers with service contracts. For commercial customers and our national account customers, revenue recognition is dependent upon each specific customer contract. In instances when the Company sells the equipment outright, revenues and costs are recognized in the period incurred. In cases where there is no outright sale, revenues and direct costs are deferred and amortized.

        Deferred installation revenues and system sales revenue are recognized over the expected useful life of the customer. Deferred costs in excess of deferred revenue are recognized over the contract life, utilizing a straight-line method, typically two to three years for residential systems and five years for commercial systems. To the extent deferred costs are less than deferred revenues, such costs are recognized over the customers' estimated useful life.

        In 2000, the Company adopted Staff Accounting Bulletin (SAB) 101 which requires the Company to defer certain system sales and installation revenues and expenses, primarily equipment, direct labor and sales commissions incurred. Historically, the Company has acquired most of its customer accounts by acquisition or through an independent dealer program. In the dealer program, dealers billed and retained all installation revenues. Since the Company began its internal sales program in 2000, the impact of SAB 101 for that year was not significant. In 2001, the Company deferred approximately

F-8

$11.5 million in revenues and approximately $7.5 million of cost of sales and associated direct and incremental selling expenses.

        Deferred revenues also result from customers who are billed for monitoring and extended service protection in advance of the period in which such services are provided, on a monthly, quarterly or annual basis.

(b) Inventories

        Inventories, primarily comprised of alarm systems and parts, are stated at the lower of average cost or market.

(c) Property and Equipment

        Property and equipment are stated at cost and depreciated using the straight-line method over estimated useful lives except for equipment capitalized on installations of customer systems that are depreciated over the estimated life of the customer. Gains or losses from retirements and dispositions of property and equipment are recognized in income in the period realized. Repair and maintenance costs are expensed as incurred.

        Estimated useful lives of property and equipment are as follows:

Furniture, fixtures and equipment	5 - 10 years
Data processing and telecommunication	8 mos - 7 years
Installed systems	10 years
Leasehold improvements	5 - 10 years
Vehicles	5 years
Buildings	40 years

(d) Income Taxes

        The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. These temporary differences will result in taxable or deductible amounts in future years when reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are periodically reviewed for recoverability.

        The Company has a pro-rata tax sharing agreement with Western Resources. Pursuant to this agreement Western Resources makes payments to the Company for current tax benefits utilized by Western Resources in its consolidated tax return. If Western Resources completes its proposed separation of Westar Industries (including the Company) from Western Resources in a transaction (or enters into any other transaction) that results in Westar Industries no longer being able to file taxes on a consolidated basis with Western Resources (which would happen when Western Resources owns less than 80% of Westar Industries stock) the Company's net deferred tax assets of $88.4 million at December 31, 2001 might not be realizable and the Company might not be in a position to record a tax benefit for losses incurred. The Company would be required to record a non-cash charge against income for the portion of its net deferred tax assets determined not to be realizable. This charge could be material. Net deferred tax assets will increase by approximately $173.7 million in the first quarter of

F-9

2002 to reflect the expected tax benefit resulting from the impairment charge discussed in Note 16 of the "Notes to Consolidated Financial Statements".

(e) Comprehensive Loss

        Comprehensive loss comprises net loss plus the unrealized gains and losses associated with foreign currency translations and available-for-sale investment securities.

(f) Customer Accounts

        Customer accounts are stated at cost. The cost includes amounts paid to dealers and the estimated fair value of accounts acquired in business acquisitions. Internal costs incurred in support of acquiring customer accounts are expensed as incurred.

        Prior to the third quarter of 1999, the Company amortized its customer accounts by using the straight-line method over a ten-year life, except for accounts acquired from Westinghouse for which an eight-year 120% declining balance has been applied. The choice of an amortization life was based on management's estimates and judgments about the amounts and timing of expected future revenues from these assets and average customer account life. Selected periods were determined because, in management's opinion, they would adequately match amortization cost with anticipated revenue.

        The Company conducted a comprehensive review of its amortization policy during the third quarter of 1999. As part of this review, the Company hired an independent appraisal firm to perform a lifing study of the Company's customer accounts. This review was performed specifically to evaluate the historic amortization policy in light of the inherent declining revenue curve over the life of a pool of customer accounts, and the Company's historical attrition experience. After completing the review, management identified three distinct pools, each of which has distinct attributes that effect differing attrition characteristics. The pools correspond to the Company's North America, Europe and Multifamily business segments. Separate pools for North America and Multifamily will be used going forward. For the North America and Europe pools, the results of the lifing study indicated to management that the Company can expect attrition to be greatest in years one through five of asset life and that a change from a straight-line to a declining balance (accelerated) method would more closely match future amortization cost with the estimated revenue stream from these assets. Management elected to change to that method for all customer accounts in the North America and Europe pools, except for accounts acquired in the Westinghouse acquisition which are utilizing an eight-year accelerated method. No change was made in the method used for the Multifamily pool.

        The Company's amortization rates consider the average estimated remaining life and historical and projected attrition rates. The amortization method for each customer pool is as follows:

Pool	Method
North America
—Acquired Westinghouse Customers	Eight-year 120% declining balance
—Other Customers	Ten-year 130% declining balance
Europe	Ten-year 125% declining balance
Multifamily	Ten-year straight-line

F-10

        Adoption of the declining balance method effectively shortens the estimated expected average customer life for these customer pools, and does so in a way that does not make it possible to distinguish the effect of a change in method (straight-line to declining balance) from the change in estimated lives. In such cases, generally accepted accounting principles require that the effect of such a change be recognized in operations in the period of the change, rather than as a cumulative effect of a change in accounting principle. The Company changed to the declining balance method in the third quarter of 1999 for European and North American customers which had been amortized on a straight-line basis. Accordingly, the effect of the change in accounting principle increased amortization expense reported in the third quarter of 1999 by approximately $40 million. Accumulated amortization recorded on the balance sheet would have been approximately $34 million higher through the end of the second quarter of 1999 if the Company had historically used the declining balance method.

        In accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", long-lived assets held and used by Protection One are evaluated for recoverability on a periodic basis or as circumstances warrant. An impairment would be recognized when the undiscounted expected future operating cash flows by customer pool derived from customer accounts is less than the carrying value of capitalized customer accounts and related goodwill. Effective January 1, 2002, SFAS No. 144 replaced this accounting standard.

        Goodwill has been recorded in business acquisitions where the principal asset acquired was the recurring revenues from the acquired customer base. For purposes of the impairment analysis goodwill has been considered directly related to the acquired customers.

        Due to the level of customer attrition experienced in 2001 and 2000 and because of recurring losses, management performed an impairment test on its customer account asset and goodwill in both 2001 and 2000. These tests indicated that future estimated undiscounted cash flows exceeded the sum of the recorded balances for customer accounts and goodwill.

        See Note 16 of the "Notes to Consolidated Financial Statements" for more information regarding an impairment recorded in 2002 pursuant to new accounting rules and an updated customer account lifing study.

(g) Goodwill

        Goodwill represents the excess of the purchase price over the fair value of net assets of businesses acquired. The Company changed its estimate of goodwill life from 40 years to 20 years as of January 1, 2000. After that date, remaining goodwill, net of accumulated amortization has been amortized over its remaining useful life based on a 20-year life. The change in estimate resulted in additional goodwill amortization for the year ended December 31, 2000 of $28.5 million. The resulting reduction to net income for the year was $25.4 million, or a decrease in earnings per share of $0.20.

        The carrying value of goodwill was included in the Company's evaluation of recoverability of customer accounts. No reduction in the carrying value was necessary at December 31, 2001 and 2000.

        Goodwill amortization expense was $48.9 million, $52.4 million, and $28.7 million for the years ended December 31, 2001, 2000, and 1999, respectively. Accumulated amortization was $150.9 million and $103.7 million and at December 31, 2001 and 2000 respectively. Beginning January 1, 2002, goodwill will no longer be amortized. New accounting rules adopted on January 1, 2002 do not permit amortization and require an annual impairment test.

F-11

        See Note 16 of the "Notes to Consolidated Financial Statements" for information regarding an impairment recorded in 2002 pursuant to new accounting rules.

(h) Cash and Cash Equivalents

        All highly liquid investments purchased with a remaining maturity of three months or less at the date acquired are cash equivalents. These investments, consisting of money market funds, are stated at cost, which approximates market.

(i) Receivables

        Gross receivables, which consist primarily of trade accounts receivable, of $43.1 million at December 2001 and $72.1 million at December 31, 2000 have been reduced by allowances for doubtful accounts of $6.6 million and $34.3 million, respectively. As part of the transition to its new billing system, MAS, the Company wrote-off approximately $33.7 million of old receivables in 2001 that had previously been fully reserved.

(j) Advertising Costs

        Printed materials are generally expensed as incurred. Broadcast advertising costs are generally expensed upon the first broadcast of the respective advertisement. Total advertising expense was $3.5 million, $1.0 million and $3.0 million, during the years ended December 31, 2001, 2000, and 1999, respectively. Advertising expense in 2001 includes $1.8 million for advertising and yellow pages, $1.0 million for marketing materials and subcontract marketing, $0.4 million for signs and decals and $0.3 million for trade shows and other.

(k) Concentrations of Credit Risk

        Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of trade receivables from a large number of customers, including both residential and commercial, dispersed across a wide geographic base. The Company extends credit to its customers in the normal course of business, performs periodic credit evaluations and maintains allowances for potential credit losses. The Company has customers located throughout the United States and Canada. The Company does not believe a significant risk of loss from a concentration of credit risk exists.

(l) Loss Per Share

        Loss per share is presented in accordance with SFAS No. 128 "Earnings Per Share". Weighted average shares outstanding were as follows:

	December 31,
	2001	2000	1999
Weighted average shares outstanding	105,458,601	126,550,059	126,889,802

(m) Prior Year Reclassifications

        Certain reclassifications have been made to prior year information to conform with current year presentation.

F-12

3. Property and Equipment:

        Property and equipment are summarized as follows (in thousands):

	December 31,
	2001			2000
Furniture, fixtures and equipment	$	8,299		$	7,715
Data processing and telecommunication		64,157			71,990
Leasehold improvements		2,802			2,954
Vehicles		10,868			8,603
Installed systems		14,050			—
Buildings and other		4,237			3,622
		104,413			94,884
Less accumulated depreciation		(49,501	)		(45,000	)
Property and equipment, net	$	54,912		$	49,884

        Depreciation expense was $16.1 million, $22.7 million and $19.2 million for the years ended December 31, 2001, 2000 and 1999 respectively.

4. Customer Accounts:

        The following is a rollforward of the investment in customer accounts (at cost) for the following years (in thousands):

	December 31,
	2001			2000
Beginning customer accounts, net	$	900,314		$	1,122,585
Acquisition of customer accounts, net		13,736			45,588
Amortization of customer accounts, net		(137,693	)		(147,871	)
Sale of European operations		—			(107,806	)
Sale of accounts		(8,769	)		—
Purchase holdbacks and other		(4,039	)		(12,182	)
Ending customer accounts, net	$	763,549		$	900,314

        Accumulated amortization of the investment in customer accounts at December 31, 2001 and 2000 was $580.1 million and $447.7 million, respectively.

        During 2001 the Company continued to experience high levels of attrition which coupled with a change in focus from growth to strengthening operations, resulted in a net loss of 196,357 customers or a 14.3% decrease in its customer base from January 1, 2001.

F-13

5. Long-Term Debt:

        Long-term debt and the fixed or weighted average interest rates are as follows (in thousands):

	December 31,
	2001			2000
Senior Credit Facility with Westar, maturing January 3, 2003, variable 5.8%(a)	$	137,500		$	44,000
Senior Subordinated Notes, maturing January 2009, fixed 8.125%		176,840			262,040
Senior Unsecured Notes, maturing August 2005, fixed 7.375%		203,650			250,000
Senior Subordinated Discount Notes, maturing June 2005, effective rate 11.8%		41,809			52,952
Convertible Senior Subordinated Notes, maturing September 2003, fixed 6.75%		23,785			28,185
Other debt obligations, including capital leases		1,219			534
		584,803			637,711
Less current portion		(688	)		(530	)
Total long-term debt	$	584,115		$	637,181

(a)

Represents weighted average interest rate before fees on borrowings under the facility at December 31, 2001. The weighted-average annual interest rate before fees on borrowings at December 31, 2000 was 9.0%.

        During 2001 the Company acquired $146.0 million of our bonds for $91.7 million resulting in an extraordinary gain of $34.5 million, net of tax. During 2000 the Company acquired $224.8 million of its bonds for $136.2 million resulting in an extraordinary gain of $49.3 million, net of tax. In some cases these debt securities were acquired from Westar Industries limiting the amount of extraordinary gain and resulting in increases to Additional Paid-In Capital of $0.0 million in 2001 and $12.8 million in 2000. The adjustments to Additional Paid-In Capital result from the difference between the price paid by Westar Industries and the fair value on the date transferred to the Company. See Note 6, "Related Party Transactions" for further discussion.

Senior Credit Facility With Westar Industries

        The Company's Senior Credit Facility with Westar Industries provides for borrowings up to $180 million with a variable interest rate. The weighted-average annual interest rate after fees on all borrowings under the facility was 9.0% and 9.3% for the years ended December 31, 2001 and 2000, respectively. The Senior Credit Facility currently expires January 3, 2003. The Company will seek to replace this related party credit facility with a credit facility from a third party lender in 2002 or renew the credit facility with Westar Industries if this cannot be done in a manner that is economical. In the event Westar Industries does not extend the Senior Credit Facility beyond January 3, 2003 on its present terms and the Company is required to seek such financing from unaffiliated third parties, it may not be able to do so on terms as economically favorable as those under the present Senior Credit Facility or at all. The Kansas Corporation Commission has issued an order prohibiting Western Resources from borrowing to make loans or capital contributions to Westar Industries. This order limits the resources available to Westar Industries for funding its obligations under the Senior Credit Facility. The Kansas Corporation Commission also ordered Western Resources to submit a financial plan to reduce the amount of its outstanding debt. The financial plan proposed by Western Resources contemplates the sale of some or all of Westar Industries stock with the proceeds being used for that purpose. The plan also provides for Westar Industries to apply revenue it derives from certain sources

F-14

to the reduction of Western Resources debt. The Company would face significant liquidity issues if Westar Industries was unable to fund its obligations under the Senior Credit Facility. The Company was unsuccessful in refinancing the Senior Credit Facility with unaffiliated third parties on satisfactory terms in 2000 or 2001.

Senior Subordinated Notes

        In 1998, the Company issued $350 million of unsecured Senior Subordinated Notes. As a result of the completion of a registered offer to exchange a new series of 8¹/8% Series B Senior Subordinated Notes for a like amount of the Company's outstanding 8¹/8% Senior Subordinated Notes, effective June 1, 2001 the annual interest rate on all of such outstanding notes decreased from 8⁵/8% to 8¹/8%. At the time of the exchange, the resulting annual interest savings was $1.2 million. Interest on this facility is payable semi-annually on January 15 and July 15. The notes are redeemable at the Company's option, in whole or in part, at a predefined price.

Senior Unsecured Notes

        In 1998, the Company issued $250 million of Senior Unsecured Notes. Interest is payable semi-annually on February 15 and August 15. The notes are redeemable at the Company's option, in whole or in part, at a predefined price.

Senior Subordinated Discount Notes

        In 1995, the Company issued $166 million of unsecured Senior Subordinated Discount Notes with a fixed interest rate of 13⁵/8%. Interest payments began in 1999 and are payable semi-annually on June 30 and December 31. In connection with the acquisition of Protection One in 1997, these notes were restated to fair value. As of June 30, 2000 the notes became redeemable, at the Company's option, at a specified redemption price.

Convertible Senior Subordinated Notes

        In 1996, the Company issued $103.5 million of Convertible Senior Subordinated Notes. Interest is payable semi-annually on March 15 and September 15. The notes are convertible at any time at a conversion price of $11.19 per share. As of September 19, 1999 the notes became redeemable, at the Company's option, at a specified redemption price.

Other

        Represents debt obligations for software leases. Interest rates on these obligations approximate 7.95%.

F-15

Debt Maturities

        Debt maturities other than under the Company's Senior Credit Facility over the next five years are as follows (in thousands):

2002	$	688
2003		24,316
2004		—
2005		243,411	(a)
2006		—
2007 and thereafter		176,840
Total	$	445,255

(a)

Excludes $2.0 million premium on Senior Subordinated Discount Notes at December 31, 2001.

Financial and operating covenants

        Most of these debt instruments contain restrictions based on "EBITDA". The definition of EBITDA varies among the various indentures and the Senior Credit Facility. EBITDA is generally derived by adding to income (loss) before income taxes, the sum of interest expense and depreciation and amortization expense. However, under the varying definitions of the indentures, additional adjustments are sometimes required.

        The Company's credit facilities contain financial and operating covenants which may restrict the Company's ability to incur additional debt, pay dividends, make loans or advances and sell assets. The financial covenants as of December 31, 2001 are summarized as follows:

Debt Instrument	Financial Covenant
Senior Credit Facility	Total consolidated debt/annualized most recent quarter EBITDA—less than 5.75 to 1.0 Consolidated annualized most recent quarter EBITDA/latest four fiscal quarters interest expense—greater than 2.10 to 1.0
Senior Subordinated Notes	Current fiscal quarter EBITDA/current fiscal quarter interest expense—greater than 2.25 to 1.0
Senior Subordinated Discount Notes	Total debt/annualized current quarter EBITDA—less than 6.0 to 1.0 Senior debt/annualized current quarter EBITDA—less than 4.0 to 1.0

        At December 31, 2001, the Company was in compliance with the covenants under the Senior Credit Facility and the indentures relating to the Company's other indebtedness.

        The Company's ability to comply with the ratios and the tests will be affected by events outside its control and there can be no assurance that the Company will meet those tests. Failure to meet the tests would place additional restrictions on the Company's ability to incur indebtedness. A violation of these

F-16

restrictions would result in an event of default which would allow the lenders to declare all amounts outstanding immediately due and payable

        The indentures governing all of the Company's debt securities require that the Company offer to repurchase the securities in certain circumstances following a change of control.

6. Related Party Transactions:

        The Company had outstanding borrowings under the Senior Credit Facility with Westar Industries of $137.5 million and $44.0 million at December 31, 2001 and December 31, 2000, respectively. The Company accrued interest expense of $10.5 million and $7.6 million and made interest payments of $10.4 million and $8.1 million on borrowings under the facility for the years ended December 31, 2001, and December 31, 2000, respectively.

        In the second quarter of 2001, the Company requested and Westar Industries agreed to modifications to the Senior Credit Facility which excluded from EBITDA the costs associated with certain work force reductions and office consolidations resulting in expenses that otherwise would have resulted in the violation of certain financial covenants. In addition, the leverage ratio was amended to increase the maximum ratio to 5.75 to 1.0 and the interest coverage ratio was amended to decrease the minimum ratio to 2.1 to 1.0.

        On November 1, 2001, the Company and Westar Industries entered into a further amendment to the Senior Credit Facility which extended the maturity date to January 3, 2003, and fixed base rate borrowings at the prime rate, plus 2.75 percent and Eurodollar borrowings at the London interbank offered rate (LIBOR), plus 3.75 percent. In addition, the Company paid an amendment fee equal to one-half of one percent of the commitment. The Company has also entered into an agreement pursuant to which the Company will pay to Westar Industries, beginning with the quarter ending March 31, 2002, a fee for financial advisory and management services, payable quarterly, equal to 0.125% of the Company's consolidated total assets at the end of each quarter. The agreement also provides access, at the Company's option, to aviation services. This agreement was approved by the independent members of the Company's board of directors. On March 25, 2002, the Company and Westar Industries entered into a further amendment to the Senior Credit Facility which increased the amount of the facility to $180 million.

        During the year ended December 31, 2001, the Company purchased from Westar Industries $93.7 million face value of the Company's bonds for $61.8 million at the then market value. As a result of these transactions, an extraordinary gain of $20.5 million, net of tax was recognized. In 2001, the Company purchased 1,696 shares of Western Resources preferred stock from Westar Industries for $0.1 million.

        The Company acquired 16,101,892 shares of its common stock at market prices from Westar Industries during the year ended December 31, 2001 for $19.5 million. The Company reports these shares as treasury stock, at cost, in the equity section of the accompanying balance sheet. As of December 31, 2001, the shares of the Company's common stock owned by Westar Industries represented approximately 87% of the outstanding shares.

        In June 2001, the Company's continuing directors approved an amendment to the Contribution Agreement dated as of July 30, 1997 between the Company and Western Resources. This amendment permits Western Resources' beneficial ownership of the Company's outstanding common stock to

F-17

exceed 85% provided that its beneficial ownership on a fully diluted basis does not exceed 81% of the outstanding shares. On March 18, 2002, the Company's continuing directors approved a waiver of the ownership limitation for the period March 11, 2002 through July 1, 2002. On October 18, 2001, the Company's continuing directors approved an amendment to the Contribution Agreement that decreased the size of the Company's board of directors.

        The Company had a receivable balance of $1.7 million and $3.2 million at December 31, 2001 and December 31, 2000, respectively, relating to a tax sharing agreement with Western Resources. During 2000, the Company received $28.6 million and $20.3 million from Western Resources under the tax sharing agreement for the tax years 1999 and 1998, respectively. In October 2001, the Company received $7.4 million and $11.8 million from Western Resources under the tax sharing agreement for tax year 2000 and the estimated tax benefit through September 30, 2001. See Note 11 for further discussion relating to income taxes.

        Western Resources provides administrative services to the Company pursuant to services agreements, including accounting, tax, audit, human resources, legal, facilities and technology services. Charges of approximately $8.1 million and $7.3 million were incurred for the years ended December 31, 2001 and December 31, 2000, respectively. The Company had a net intercompany balance due to Western Resources primarily for these services of $1.7 million and $1.2 million at December 31, 2001 and December 31, 2000, respectively.

        On February 29, 2000, the Company sold its European operations and certain investments to Westar Industries. The consideration received was approximately $244.0 million, comprised of approximately $183.0 million in cash and the market value of certain outstanding debt securities of the Company acquired by Westar Industries in open market purchases. In separate transactions, additional outstanding debt securities of the Company were acquired from Westar Industries at market value.

        Since Westar Industries is a related party, no gain or loss was recorded on the sale of the Company's European operations and investments. The Company increased Additional Paid-In Capital $25.6 million to reflect the excess of the transaction price over book value on the sale of the European operations. The Company reduced Additional Paid-In Capital $16.7 million to reflect the excess of book value of the investments over the transaction price.

        Recognition of gain or loss on the acquisition and retirement of the Company's debt securities from Westar Industries was also impacted because the parties were related. The Company increased Additional Paid-In Capital $12.8 million in 2000 and $0.0 million for 2001, to reflect the change in the amount that would have been considered a gain had the parties not been related.

        During the fourth quarter of 2001, the Company entered into an option agreement to buy an office building located in downtown Wichita, Kansas, from Kansas Gas and Electric Company (KGE), a wholly owned subsidiary of Western Resources, for approximately $0.5 million. The purchase price was supported by three independent appraisers' findings.

        The Company's chief executive officer, Richard Ginsburg, and its chief financial officer, Darius Nevin, held similar positions with Guardian International, Inc. (Guardian) prior to taking their current positions with the Company. The Company granted Guardian an option to purchase an aggregate of 250,000 shares of the Company's common stock in connection with the Company's hiring of Mr. Ginsburg. See Note 8, "Stock Options and Warrants" for additional discussion regarding these options. In November 2001, the Company sold a portfolio of customer accounts for approximately

F-18

$0.1 million to Mutual Central Alarm Services, Inc. (Mutual), a wholly owned subsidiary of Guardian International, Inc.(Guardian). In December 2001, the Company purchased a portfolio of customer accounts from Mutual for approximately $0.4 million. Western Resources is a significant holder of Guardian's preferred stock.

        In the latter part of 2001 through March 15, 2002, the Company purchased in the open market, approximately $2.0 million in Western Resources preferred stock, approximately $9.7 million of Western Resources 6.25% notes, approximately $0.1 million in ONEOK common stock and approximately $3.0 million of Western Resources common stock. At December 31, 2001, the Company's total investment in Western Resources securities was approximately $1.4 million and is included as part of other assets on the balance sheet.

        In March 2002, the Company sold its investments in the ONEOK stock and the Western Resources 6.25% notes to Western Resources for approximately $9.8 million. On that same date, the Company purchased from Westar Industries approximately $8.3 million (face amount) of the Company's Senior Subordinated Discount Notes for approximately $7.5 million and $6.5 million (face amount) of our Senior Subordinated Notes for approximately $4.5 million. The Company will record a $2.0 million extraordinary gain, net of tax, in the first quarter of 2002, as a result of the retirement of this debt.

Pro Forma Financial Information:

        The following unaudited pro forma consolidated results of operations for the year ended December 31, 2000 assumes the sale of the Company's European operations to Westar Industries occurred on January 1 (in thousands, except per share amounts):

		December 31, 2000
Revenues		$	403,860
Loss before extraordinary item			(102,946	)
Net loss			(53,674	)
Net loss per common share (basic and diluted):
	Loss before extraordinary item		(.81	)
	Net loss		(.42	)

        The pro forma financial information is not necessarily indicative of the results of operations had the sale of the European operations to Westar Industries been reflected for the entire period, nor do they purport to be indicative of results which will be obtained in the future.

7. Sale of Mobile Services Group:

        In 1999 the Company sold the assets comprising its Mobile Services Group. Cash proceeds of this sale approximated $20.0 million and the Company recorded a pre-tax gain of approximately $17.0 million.

F-19

8. Stock Warrants and Options:

        The Company accounts for employee stock options in accordance with Accounting Principles Board Opinion No. 25 (APB No. 25), "Accounting for stock issued to Employees." Under ABP No. 25, the Company recognizes no compensation expense related to employee stock options, as no options are granted at a price below the market price on the day of grant.

        A summary of warrant and option activity for the Company's common stock from December 31, 1998 through December 31, 2001 is as follows:

	Warrants And Options		Weighted Average Exercise Price
Outstanding at December 31, 1998	3,422,739		$	7.494
Granted	1,092,908			7.905
Exercised	—			—
Surrendered	(727,529	)		10.125
Outstanding at December 31, 1999	3,788,118		$	7.232
Granted	922,500			1.436
Exercised	(5,440	)		3.890
Surrendered	(300,645	)		6.698
Outstanding at December 31, 2000	4,404,533		$	6.058
Granted	1,880,541			1.327
Exercised	(59,718	)		2.490
Surrendered	(555,244	)		4.941
Outstanding at December 31, 2001	5,670,112		$	4.281

F-20

        The table below summarizes stock options and warrants for the Company's common stock outstanding as of December 31, 2001:

Description	Range of Exercise Price	Number Of Shares Of Common Stock	Weighted- Average Remaining Contractual Life in Years	Weighted Average Exercise Price
Exercisable
Fiscal 1995	$  6.375 - $6.50	130,800	3 years	$	6.4954
Fiscal 1996	8.00 - 15.00	438,400	4 years		10.0478
Fiscal 1997	9.50 - 15.00	209,000	5 years		11.9565
Fiscal 1998	11.000	812,500	6 years		11.0000
Fiscal 1999	5.250 - 8.9275	355,606	7 years		8.4857
Fiscal 2000	1.4375	153,372	8 years		1.4375
1993 Warrants	0.167	428,400	2 years		0.1670
1995 Note Warrants	3.890	780,837	3 years		3.8900
		3,308,915
Not exercisable
1999 options	$5.2500 - $8.9275	165,008	7 years	$	8.4857
2000 options	1.4375	315,648	8 years		1.4375
2001 options	0.8750 - 1.480	1,880,541	9 years		1.3273
		2,361,197
Outstanding		5,670,112

        On April 16, 2001, the Company granted an option to purchase an aggregate of 250,000 shares of its common stock to Guardian International, Inc. (Guardian) in connection with the hiring of Richard Ginsburg as the Company's new chief executive officer, who was formerly the chief executive officer of Guardian. The option has a term of ten years and vests ratably over the next three years. The purchase price of the shares issuable pursuant to the option is $1.32 per share while the fair market value of the common stock at the date of the option grant was $1.75 resulting in $0.4 million expense in 2001.

1994 Stock Option Plan

        The 1994 Stock Option Plan (the "Plan"), approved by the Protection One stockholders in June 1994, provides for the award of incentive stock options to directors, officers and key employees under the Plan. A total of 1,300,000 shares are reserved for issuance, subject to such adjustment as may be necessary to reflect changes in the number or kinds of shares of common stock or other securities of Protection One. The Plan provides for the granting of options that qualify as incentive stock options under the Internal Revenue Code and options that do not so qualify.

        The purchase price of the shares issuable pursuant to the options is equal to (or greater than) the fair market value of common stock at the date of option grant. The vesting period was accelerated on November 24, 1997 and all remaining options are currently exercisable.

F-21

1997 Long-Term Incentive Plan

        The 1997 Long-Term Incentive Plan (the "LTIP"), approved by the Protection One stockholders on November 24, 1997, provides for the award of incentive stock options to directors, officers and key employees. Under the LTIP, 4,200,000 shares are reserved for issuance, subject to such adjustment as may be necessary to reflect changes in the number or kinds of shares of common stock or other securities of Protection One. The LTIP provides for the granting of options that qualify as incentive stock options under the Internal Revenue Code and options that do not so qualify.

        Each option has a term of 10 years and vests ratably over 3 years. The purchase price of the shares issuable pursuant to the options is equal to (or greater than) the fair market value of the common stock at the date of the option grant.

        The weighted average fair value of options granted during 2001, 2000 and 1999 estimated on the date of grant were $1.88 $1.13 and $5.41, respectively. The fair value was calculated for the respective year using the following assumptions:

	Year Ended December 31,
	2001		2000		1999
Expected stock price volatility	83.92	%	92.97	%	64.06	%
Risk free interest rate	4.95	%	4.87	%	6.76	%
Expected option life	7 years		6 years		6 years

        No compensation cost has been recognized for issuance under the plans in 2001, 2000 and 1999. Had compensation cost for the plan been determined based on the fair value at the grant date consistent with SFAS No. 123 "Accounting for Stock-Based Compensation," the Company's net income and income per share would have been as follows (in thousands, except per share amounts):

		Year ended December 31,
		2001			2000			1999
Net loss:
	As reported	$	(86,048	)	$	(57,171	)	$	(80,736	)
	Pro forma		(88,856	)		(58,163	)		(82,894	)
Net loss per common share (basic and diluted):
	As reported	$	(.82	)	$	(.45	)	$	(.64	)
	Pro forma		(.84	)		(.46	)		(.65	)

F-22

9. Income Taxes:

        Components of income tax (expense) benefit are as follows (in thousands):

		Year Ended December 31,
		2001			2000			1999
Federal
	Current	$	38,088		$	24,305		$	10,769
	Deferred		2,301			13,134			18,147
State
	Current		(266	)		(130	)		—
	Deferred		(27	)		(615	)		(374	)
Foreign tax expense, current			—			(822	)		(1,434	)
			40,096			35,872			27,108
Tax on extraordinary gain (loss)			(18,565	)		(26,531	)		911
	Total	$	21,531		$	9,341		$	28,019

        The difference between the income tax (expense) benefit at the federal statutory rate and income tax (expense) benefit in the accompanying statements of operations is as follows:

	2001		2000		1999
Federal statutory tax rate	35	%	35	%	35	%
Foreign tax expense	—		(1	)	(1	)
Non-deductible goodwill	(10	)	(9	)	(8	)
	25	%	25	%	26	%

        A tax sharing agreement between Protection One and Western Resources provides for payments to Protection One for tax benefits utilized by Western Resources. Accordingly in 2001 and 2000, the Company received aggregate payments from Western Resources of $19.1 million and $48.9 million, respectively. The receivable balance of $1.7 million at December 31, 2001 was paid by Western Resources in February 2002 and reflected the balance of the estimated tax benefit to be utilized by Western Resources in its 2001 consolidated income tax return less an estimated amount for alternative minimum tax carryforwards. This tax benefit would not be available if we could no longer file consolidated tax returns with Western Resources. See Note 2 (d) of the "Notes to Consolidated Financial Statements".

F-23

        Deferred income tax assets and liabilities were composed of the following (in thousands):

		2001			2000
Deferred tax asset, current:
	Accrued liabilities	$	5,562		$	6,266
	Accounts receivable, due to allowance		2,027			6,687
	Acquisition and dealer		—			14,555
	Other		1,194			660
		$	8,783		$	28,168
Deferred tax asset, noncurrent:
	AMT credit carryforwards	$	6,090		$	—
	Net operating loss carryforwards		5,437			5,437
	Valuation allowance		(5,437	)		(5,437	)
	Customer accounts		60,023			49,853
	Installed systems		18,623			21,047
	Property & equipment		(9,896	)		(10,392	)
	OID amortization		4,450			8,941
	Other		322			(12,262	)
		$	79,612		$	57,187

10. Employee Benefit Plans:

401(k) Plan

        The Company maintains a tax-qualified, defined contribution plan that meets the requirements of Section 401(k) of the Internal Revenue Code (the "Protection One 401(k) Plan"). For the year ended December 31, 2001 the Company, at its election, made contributions to the Protection One 401(k) Plan, which contributions were allocated among participants based upon the respective contributions made by the participants through salary reductions during the applicable plan year. The Company's matching contribution may be made in Common Stock, in cash or in a combination of both stock and cash. For the years ended December 31, 2001, 2000, and 1999, Protection One made a matching cash contribution to the plan of $1.1 million, $0.7 million and $0.9 million respectively. The funds of the plan are deposited with a trustee and at each participant's option in one or more investment funds, including a company stock fund. The plan was amended effective January 1, 2001 requiring the Company to match employees' contributions up to specified maximum limits.

Employee Stock Purchase Plan

        The Employee Stock Purchase Plan is designed to qualify as an "Employee Stock Purchase Plan" within the meaning of Section 423 of the Internal Revenue Code, and will allow eligible employees to acquire shares of common stock at periodic intervals through their accumulated payroll deductions. A total of 1,650,000 shares of common stock have been reserved for issuance under the Employee Stock Purchase Plan and a total of 912,186 shares have been issued including the issuance of 489,791 shares in January 2002.

F-24

        The purchase price of shares of common stock purchased under the Employee Stock Purchase Plan during any purchase period will be the lower of 85% of the fair market value of the common stock on the first day of that purchase period and 85% of the fair market value of the common stock on the purchase date.

        Termination of a participant's employment for any reason (including death, disability or retirement) cancels participation in the Employee Stock Purchase Plan immediately. The Employee Stock Purchase Plan will in all events terminate upon the earliest to occur of

•

the last business day in September 2005



•

the date on which all shares available for issuance under the plan have been sold, and



•

the date on which all purchase rights are exercised in connection with an acquisition of Protection One of all or substantially all of its assets.

11. Leases:

        The Company leases office facilities for lease terms maturing through 2012. Future minimum lease payments under non-cancelable operating leases are as follows:

Year ended December 31,
	2002	$	8,584
	2003		5,775
	2004		3,726
	2005		1,728
	2006		886
	Thereafter		1,790
		$	22,489

        Total rent expense for the years ended December 31, 2001, 2000 and 1999, was $12.5 million, $10.1 million and $10.6 million respectively.

12. Fair Market Value of Financial Instruments:

        For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, the carrying amounts approximate fair market value due to their short maturities.

        Because of the related party nature of the Company's Senior Credit Facility, it is not possible to estimate the fair value of this obligation.

        The fair value of the Company's publicly traded notes are estimated based on quoted market prices for the issues. Fair value of other long-term debt is estimated at carrying value. At December 31,

F-25

2001, the fair value and carrying amount of the Company's publicly traded debt was as follows (in thousands):

	Fair Value		Carrying Value
Senior Subordinated Notes (8.125%)	$	123,788	$	176,840
Senior Unsecured Notes (7.375%)		166,993		203,650
Senior Subordinated Discount Notes (13.625%)		33,002		41,809
Convertible Senior Subordinated Notes (6.75%)		19,415		23,785
	$	343,198	$	446,084

        At December 31, 2000, the fair value of the Company's publicly traded debt was $369.6 million, compared to a carrying value of $593.2 million. The estimated fair values may not be representative of actual values of the financial instruments that could have been realized at year-end or may be realized in the future.

13. Commitments and Contingencies:

        The Company, its subsidiary Protection One Alarm Monitoring, Inc. ("Monitoring") and certain present and former officers and directors of Protection One are defendants in a purported class action litigation pending in the United States District Court for the Central District of California, Alec Garbini, et al v. Protection One, Inc., et al., No CV 99-3755 DT (RCx). Pursuant to an Order dated August 2, 1999, four pending purported class actions were consolidated into a single action. On February 27, 2001, plaintiffs filed a Third Consolidated Amended Class Action Complaint ("Third Amended Complaint"). Plaintiffs purported to bring the action on behalf of a class consisting of all purchasers of publicly traded securities of Protection One, including common stock and notes, during the period of February 10, 1998 through February 2, 2001. The Third Amended Complaint asserted claims under Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 against Protection One, Monitoring, and certain present and former officers and directors of Protection One based on allegations that various statements concerning Protection One's financial results and operations for 1997, 1998, 1999 and the first three quarters of 2000 were false and misleading and not in compliance with generally accepted accounting principles. Plaintiffs alleged, among other things, that former employees of Protection One have reported that Protection One lacked adequate internal accounting controls and that certain accounting information was unsupported or manipulated by management in order to avoid disclosure of accurate information. The Third Amended Complaint further asserted claims against Western Resources and Westar Industries as controlling persons under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. A claim was also asserted under Section 11 of the Securities Act of 1933 against Protection One's auditor, Arthur Andersen LLP. The Third Amended Complaint sought an unspecified amount of compensatory damages and an award of fees and expenses, including attorneys' fees. On June 4, 2001, the District Court dismissed plaintiffs' claims under Sections 10(b) and 20(a) of the Securities Exchange Act. The Court granted plaintiffs leave to replead such claims. The Court also dismissed all claims brought on behalf of bondholders with prejudice. The Court also dismissed plaintiffs' claims against Arthur Andersen, and plaintiffs have appealed that dismissal. On February 22, 2002, plaintiffs filed a Fourth Consolidated Amended Class Action Complaint. The new complaint realleges claims on behalf of purchasers of common stock under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The

F-26

defendants have until April 5, 2002 to respond to the new complaint. The Company cannot predict the impact of this litigation which could be material.

        Six former Protection One dealers have filed a class action lawsuit in the U. S. District Court for the Western District of Kentucky alleging breach of contract because of the Company's interpretation of their dealer contracts. The action is styled Total Security Solutions, Inc., et al. v. Protection One Alarm Monitoring, Inc., Civil Action No. 3:99CV-326-H (filed May 21, 1999). In September 1999, the Court granted Protection One's motion to stay the proceeding pending the individual plaintiffs' pursuit of arbitration as required by the terms of their agreements. On June 23, 2000, the Court denied plaintiffs' motion to have collective arbitration. On or about October 4, 2000, notwithstanding the Court's denial of plaintiffs' motion for collective arbitration, the six former dealers filed a Motion to Compel Consolidation Arbitration with the American Arbitration Association ("AAA"). On November 21, 2000, the AAA denied the dealers' motion and advised they would proceed on only one matter at a time. As of March 3, 2002, one dealer (Masterguard) proceeded with arbitration. On March 8, 2002, Masterguard's claims against the Company were settled by a mutual agreement of the parties.

        An arbitration was commenced against Protection One and Protection One Alarm Monitoring by Ralph Apa in December, 2000 alleging common law fraud, negligent misrepresentation and Oregon Blue Sky law claims based on the allegedly inflated stock price of the shares of Protection One stock received in connection with Protection One's acquisition of his alarm monitoring business on October 1, 1998. Mr. Apa also alleges breach of contract, breach of the covenant of good faith and fair dealing and conversion arising from the transaction. The statement of claim seeks undisclosed compensatory and punitive damages, interest and attorneys fees and costs. An arbitration date has been set for May 28, 2002. The Company cannot predict the impact of this arbitration which could be material.

        Other Protection One dealers have filed or threatened litigation or arbitration based upon a variety of theories surrounding calculations of holdback and other payments. The Company believes it has complied with the terms of these contracts. The Company cannot predict the aggregate impact of these disputes with dealers which could be material.

        On October 2, 2000, the Company, as successor-in-interest to Centennial Security, Inc., was served with a demand for arbitration by Crimebusters, Inc. before the AAA wherein Crimebusters is seeking in excess of $7.0 million in damages due to alleged defaults by the Company under an asset purchase agreement between Crimebusters, et al, and Centennial Security, Inc. On October 6, 2000, the Company filed claims alleging fraud, willful misconduct and breach of contract against Crimebusters, et al, in the United States District Court for the District of Connecticut, Protection One Alarm Monitoring, Inc. v Crimebusters, Inc., First Federal Security Systems, Inc. and Anthony Perrotti, Jr., Civil Action No. 300CV-1932DJS. On May 29, 2001, the District Court dismissed the lawsuit. The Company has appealed the dismissal order, and the appeal is presently pending before the United States Court of Appeals for the Second Circuit (No. 01-7786). The Company cannot predict the impact of this arbitration and litigation, which could be material.

        The Company is a party to claims and matters of litigation incidental to the normal course of its business. Additionally, the Company receives notices of consumer complaints filed with various state agencies. The Company has developed a dispute resolution process for addressing these administrative complaints. The ultimate outcome of such matters cannot presently be determined; however, in the

F-27

opinion of management of the Company, the resolution of such matters will not have a material adverse effect upon the Company's consolidated financial position or results of operations.

14. Segment Reporting:

        The Company's operating segments are defined as components for which separate financial information is available that is evaluated regularly by the chief operating decision maker. The operating segments are managed separately because each operating segment represents a strategic business unit that serves different markets.

        Protection One's reportable segments include North America, Multifamily, and until February 29, 2000, Europe. North America provides residential, commercial, and wholesale security alarm monitoring services, which include sales, installation and related servicing of security alarm systems for residential and business customers in the United States and Canada. Multifamily provides security alarm services to apartments, condominiums and other multi-family dwellings. Europe provided security alarm services to residential and business customers in Europe.

        The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Company manages its business segments based on earnings before interest, income taxes, depreciation and amortization (EBITDA).

        Reportable segments (in thousands):

	For the year ended December 31, 2001
	North America(1)			Multifamily(2)			Consolidated Total
Revenue	$	304,552		$	36,473		$	341,025
EBITDA		87,527			15,782			103,309
Amortization of intangibles and depreciation expense		186,847			15,808			202,655
Operating loss		(108,503	)		(525	)		(109,028	)
Segment assets		1,587,801			160,675			1,748,476
Expenditures for property, net		6,955			402			7,357
Expenditures for subscriber accounts, net		21,030			6,654			27,684

F-28

	For the year ended December 31, 2000
	North America(1)			Multifamily		Europe		Consolidated Total
Revenue	$	364,494		$	39,366	$	27,904	$	431,764
EBITDA		121,078			17,613		6,400		145,091
Amortization of intangibles and depreciation expense		201,976			15,596		5,420		222,992
Operating income (loss)		(85,277	)		2,016		980		(82,281	)
Segment assets		1,712,562			217,565		—		1,930,127
Expenditures for property, net		17,589			655		370		18,614
Expenditures for subscriber accounts, net		26,928			6,273		2,312		35,513
Expenditures for acquisitions, net		11,748			—		—		11,748

(1)

Includes allocation of holding company expenses reducing EBITDA by $3.8 million and $6.5 million for the years ended December 31, 2001 and 2000, respectively.

(2)

Includes allocation of holding company expenses reducing EBITDA by $0.7 million for the year ended December 31, 2001.

        Protection One currently has international operations in Canada. Prior to March 1, 2000 the Company also had operations in Europe. International data for these locations for 2001 and 2000 respectively, is as follows (in thousands):

	2001		2000
	Canada		Europe		Canada
Total Revenues	$	8,180	$	27,904	$	8,275
Total Assets		22,938		—		24,997

15. Unaudited Quarterly Financial Information:

        The following is a summary of the unaudited quarterly financial information for 2001 and 2000 respectively:

		March 31			June 30			September 30			December 31			Year to date
		(amounts in thousands, except for per share amounts)
2001
Revenues		$	91,829		$	88,125		$	82,227		$	78,844		$	341,025
Gross profit			60,095			57,664			56,140			47,994			221,893
Loss before extraordinary gain			(26,821	)		(36,941	)		(27,160	)		(29,604	)		(120,526	)
Net loss			(8,476	)		(31,115	)		(25,154	)		(21,303	)		(86,048	)
Basic loss per share:
	Loss before extraordinary gain		(.23	)		(.35	)		(.27	)		(.30	)		(1.14	)
	Net loss		(.07	)		(.29	)		(.25	)		(.21	)		(.82	)
	Weighted average number of shares of common stock outstanding		116,281			105,907			100,383			99,504			105,459

F-29

2000
Revenues		$	134,908		$	101,228		$	99,627		$	96,001		$	431,764
Gross profit			90,851			68,713			65,037			58,206			282,807
Loss before extraordinary gain			(28,886	)		(24,183	)		(24,175	)		(29,200	)		(106,444	)
Net income (loss)			3,040			(6,836	)		(24,175	)		(29,200	)		(57,171	)
Basic loss per share:
	Loss before extraordinary gain		(.23	)		(.18	)		(.19	)		(.23	)		(.84	)
	Net income (loss)		.02			(.05	)		(.19	)		(.23	)		(.45	)
	Weighted average number of shares of common stock outstanding		126,945			126,952			126,581			125,731			126,550

16. Subsequent Events:

        Impairment Charge Pursuant to New Accounting Rules.    Effective January 1, 2002, the Company adopted the new accounting standards SFAS No. 142, "Accounting for Goodwill and Other Intangible Assets," and SFAS No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets." SFAS No. 142 establishes new standards for accounting for goodwill. SFAS No. 142 continues to require the recognition of goodwill as an asset, but discontinues amortization of goodwill. In addition, annual impairment tests must be performed using a fair-value based approach as opposed to an undiscounted cash flow approach required under prior standards.

        SFAS No. 144 establishes a new approach to determining whether the Company's customer account asset is impaired. The approach no longer permits the Company to evaluate its customer account asset for impairment based on the net undiscounted cash flow stream obtained over the remaining life of goodwill associated with the customer accounts being evaluated. Rather, the cash flow stream to be used under SFAS No. 144, is limited to future estimated undiscounted cash flows from existing customer accounts. Additionally, the new rule no longer permits the Company to include estimated cash flows from forecasted customer additions. If the undiscounted cash flow stream from existing customer accounts is less than the combined book value of customer accounts and goodwill, an impairment charge would be required.

        The new rule substantially reduces the net undiscounted cash flows used for impairment evaluation purposes as compared to the previous accounting rules. The undiscounted cash flow stream has been reduced from the 16 year remaining life of the goodwill to the 9 year remaining life of customer accounts for impairment evaluation purposes and does not include estimated cash flows from forecasted customer additions.

F-30

        To implement the new standards, the Company engaged an appraisal firm to help us estimate the fair values of goodwill and customer accounts. Based on this analysis, we will record a non-cash net charge of approximately $659.3 million in the first quarter of 2002. The charge is detailed as follows:

	Goodwill		Customer Accounts		Total
	(in millions)
Impairment charge	$	498.9	$	334.1	$	833.0
Estimated income tax benefit		57.4		116.3		173.7
Net charge	$	441.5	$	217.8	$	659.3

        The impairment charge for goodwill will be reflected in the consolidated statement of income as a cumulative effect of a change in accounting principle. The impairment charge for customer accounts will be reflected in the consolidated statement of income as an operating cost. These impairment charges will reduce the recorded value of these assets to their estimated fair values at January 1, 2002.

        A deferred tax asset in the amount of $173.7 million will be recorded in the first quarter of 2002 for the tax benefit estimated above. However, if Western Resources were to own less than 80% of Westar Industries voting stock, or if Westar Industries were to own less than 80% of the Company's voting stock, the Company would no longer file on a consolidated basis with Western Resources. As a result, the Company would not be in a position to utilize the deferred tax asset and it would record a charge to earnings to establish a valuation allowance.

        In 2001, the Company recorded approximately $48.9 million of goodwill amortization. Because the Company adopted the new rule for goodwill, it will no longer be permitted to amortize goodwill to income. In 2001, the Company recorded approximately $137.7 million of customer account amortization expense. After the customer impairment charge, customer account amortization expense in 2002 is expected to decrease to approximately $80 million. This amount would increase if the Company changes the estimated life or amortization rate for customer accounts in 2002. See "Estimated Lives of Customer Accounts May Change Based on Customer Account Lifing Study Results."

        The Company will be required to perform impairment tests for long-lived assets prospectively as long as it continues to incur recurring losses or for other matters that may negatively impact our business. Goodwill will be required to be tested each year for impairment. Declines in market values of our business or the value of our customer accounts that may occur in the future may require additional write-down of these assets in the future.

        Estimated Lives of Customer Accounts May Change Based on Customer Account Lifing Study Results.    The Company is currently evaluating the estimated life and amortization rates for customer accounts in its North America and Multifamily customer pools, given the results of a lifing study performed by a third party appraisal firm in the first quarter of 2002. Any change in our amortization rate or estimated life will be determined in the first quarter of 2002 and accounted for prospectively as a change in estimate.

        Share Repurchases.    From January 1, 2002 through March 15, 2002, the Company purchased 1,000,000 shares of treasury stock for approximately $2.2 million.

F-31

PROTECTION ONE, INC. AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Dollar amounts in thousands)

Description	Balance at Beginning of Period	Charged to Costs and Expenses	Deductions(a)		Balance at End of Period
Year ended December 31, 1999
Allowances deducted from assets for doubtful accounts	16,993	21,641	(7,945	)	30,689
Year ended December 31, 2000
Allowances deducted from assets for doubtful accounts	30,689	12,277	(8,681	)	34,285
Year ended December 31, 2001
Allowances deducted from assets for doubtful accounts	34,285	6,017	(33,690	)	6,612

(a)

Results from write-offs of accounts receivable.

S-1

SIGNATURES

        Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	PROTECTION ONE, INC. PROTECTION ONE ALARM MONITORING, INC.
March 28, 2002	By:	/s/  DARIUS G. NEVIN Darius G. Nevin, Executive Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  DOUGLAS T. LAKE Douglas T. Lake	Chairman of the Board	March 28, 2002
/s/  RICHARD GINSBURG Richard Ginsburg	President, Chief Executive Officer and Director (Principal Executive Officer)	March 28, 2002
/s/  DARIUS G. NEVIN Darius G. Nevin	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	March 28, 2002
/s/  GENE A. BUDIG Gene A. Budig	Director	March 28, 2002
/s/  MARIA DE LOURDES DUKE Maria de Lourdes Duke	Director	March 28, 2002
/s/  BEN M. ENIS Ben M. Enis	Director	March 28, 2002
/s/  DONALD A. JOHNSTON Donald A. Johnston	Director	March 28, 2002
/s/  STEVEN V. WILLIAMS Steven V. Williams	Director	March 28, 2002

/s/  JAMES Q. WILSON James Q. Wilson	Director	March 28, 2002
/s/  DAVID C. WITTIG David C. Wittig	Director	March 28, 2002

QuickLinks

TABLE OF CONTENTS
PART I FORWARD-LOOKING STATEMENTS
RISK FACTORS

ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA

SELECTED CONSOLIDATED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

PART III
PART IV
PROTECTION ONE, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except for per share amounts)
PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Dollar amounts in thousands, except for per share amounts)
PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands)
PROTECTION ONE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Dollar amounts in thousands)
PROTECTION ONE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PROTECTION ONE, INC. AND SUBSIDIARIES SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (Dollar amounts in thousands)
SIGNATURES

EX-2.5

                                                                     EXHIBIT 2.5

                               AMENDMENT NO. 4 TO
                             CONTRIBUTION AGREEMENT

     THIS AMENDMENT NO. 4 dated as of October 25, 2001 (this "AMENDMENT") to the
Contribution Agreement dated as of July 30, 1997 and amended on October 27,
1997, February 29, 2001 and June 21, 2001 (the "CONTRIBUTION AGREEMENT"), by and
between Protection One, Inc., a Delaware corporation ("PROTECTION ONE"), and
Western Resources, Inc., a Kansas corporation ("WESTERN").

     Capitalized terms used but not defined in this Amendment shall have the
meaning given such terms in the Contribution Agreement.

                              W I T N E S S E T H :

     WHEREAS, Section 3.10 of the Contribution Agreement currently provides that
the Protection One Board of Directors shall have twelve directors and that from
and after the second anniversary of the Closing, and for so long as Western
owns, directly or indirectly, more than 50 percent of the issued and outstanding
Common Stock of Protection One, Western shall vote all shares of Common Stock
beneficially owned by Western to elect, and Protection One shall use its best
efforts to cause to be elected, one individual from the executive officers of
Protection One, at least three Independent Directors, and eight individuals
selected by Western; and

     WHEREAS, Protection One and Western desire to amend Section 3.10 of the
Contribution Agreement to provide that the Protection One Board of Directors
shall have not less than nine directors nor more than twelve directors, as
determined from time to time by the Board of Directors, and that Western shall
vote all shares of Common Stock beneficially owned by Western to elect, and
Protection One shall use its best efforts to cause to be elected, one individual
from the executive officers of Protection One, at least three Independent
Directors, and the number of individuals selected by Western necessary to fill
the remaining positions on the Board of Directors; and

     WHEREAS, pursuant to Section 6.2 of the Contribution Agreement, Protection
One may not amend, supplement or otherwise modify any provision of the
Contribution Agreement unless such amendment, supplement or modification shall
have been approved by the affirmative vote of a majority of the Continuing
Directors; and

     WHEREAS, Mr. Ben M. Enis and Mr. James Q. Wilson constitute all of the
Continuing Directors and desire to authorize the parties to amend the
Contribution Agreement as contemplated herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:



     Section 1.  AMENDMENT TO THE CONTRIBUTION AGREEMENT. Section 3.10 of the
Contribution Agreement is hereby amended by deleting such section in its
entirety and substituting the following section in its place:

             3.10. ELECTION TO PROTECTION ONE'S BOARD OF DIRECTORS. From and
     after October 25, 2001, the Protection One Board of Directors shall have
     not less than nine directors nor more than twelve directors, as determined
     from time to time by the Board of Directors. From and after October 25,
     2001, and for so long as Western shall own, directly or indirectly, more
     than 50 percent of the issued and outstanding Common Stock of Protection
     One, Western shall vote all shares of Common Stock beneficially owned by
     Western to elect, and Protection One shall use its best efforts to cause to
     be elected, (i) one individual selected from the executive officers of
     Protection One, (ii) at least three individuals who are independent persons
     ("Independent Directors") and (iii) the number of individuals selected by
     Western necessary to fill the remaining positions on the Board of Directors
     (some or all of whom, at Western's sole discretion, may be "independent
     persons"). For purposes of this Agreement, "independent persons" shall mean
     a person who (i) is in fact independent, (ii) does not have any direct
     financial interest or any material indirect financial interest in Western,
     Protection One or any entity or person that beneficially owns greater than
     two percent of the outstanding Protection One Common Stock or any of their
     respective affiliates, and (iii) is not connected with Western, Protection
     One or any entity or person that beneficially owns greater than two percent
     of the outstanding Protection One Common Stock or any of their respective
     affiliates as an officer, employee, consultant, agent, representative,
     trustee, partner, director (other than of Protection One) or person
     performing similar functions. Any vacancy resulting from a person selected
     by Western no longer serving as a director may be filled from time to time
     by the remaining directors selected by Western then serving on the Board of
     Directors. The Chairman of the board of directors of Protection One at all
     times shall be a person selected by Western.

     Section 2.  REPRESENTATIONS AND WARRANTIES. Each party hereto hereby
represents and warrants that (i) it has the power and authority and the legal
right to make, deliver and perform this Amendment, (ii) it has taken all
necessary actions to authorize the execution, delivery and performance of this
Amendment, and (iii) this Amendment is legal, valid and binding on, and
enforceable against, such party.

     Section 3.  CONTINUING EFFECT. Except as expressly waived or otherwise
agreed hereby, the Contribution Agreement shall continue to be and shall remain
in full force and effect in accordance with its terms. This Amendment shall be
limited precisely as drafted and shall not constitute a waiver or amendment of
any other term, condition or provision of the Contribution Agreement.



     Section 4.  GOVERNING LAW. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of Delaware (without regard to principles of conflict laws).

     Section 5.  COUNTERPARTS. This Amendment may be executed by the parties
hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

                         [SIGNATURES BEGIN ON NEXT PAGE]



     IN WITNESS WHEREOF, the parties hereto have executed this instrument as of
the date and year first above written.

                         PROTECTION ONE, INC.

                         By: /s/ Richard Ginsburg
                             --------------------
                             Name: Richard Ginsburg
                             Title: Chief Executive Officer

                         WESTERN RESOURCES, INC.

                         By: /s/ Paul Geist
                             --------------
                             Name: Paul R. Geist
                             Title: Senior Vice President and
                                    Chief Financial Officer

AGREED TO AND
APPROVED HEREBY:

/s/ Ben M. Enis
Ben M. Enis

/s/ James Q. Wilson
- -------------------
James Q. Wilson

EX-2.6

                                                                     EXHIBIT 2.6

                      CONSENT AND LIMITED WAIVER AGREEMENT

     THIS CONSENT AND LIMITED WAIVER AGREEMENT (this "Waiver"), is made and
entered into on March 18, 2002, by and between WESTERN RESOURCES, INC., a Kansas
corporation ("Western") and PROTECTION ONE, INC., a Delaware corporation
("Protection One"). Unless otherwise defined herein, all capitalized terms used
herein shall have the respective meanings provided such terms in the
Contribution Agreement referred to below.

                              W I T N E S S E T H :

     WHEREAS, Western and Protection One are parties to a Contribution
Agreement, dated as of July 30, 1997 (as heretofore amended, modified or
supplemented, the "Contribution Agreement"); and

     WHEREAS, Section 3.18(c) of the Contribution Agreement provides that the
percentage of Protection One Voting Securities beneficially owned by Western on
a fully diluted basis may not in the aggregate exceed 81% of the Voting
Securities issued and outstanding at any one time (the "Ownership Ceiling"); and

     WHEREAS, due to the recent expiration of options held by former Protection
One employees and due to Western's having recently acquired certain Convertible
Senior Subordinated Notes issued by Protection One, Western's beneficial
ownership of Protection One Voting Securities exceeds 81% of the Voting
Securities issued and outstanding; and

     WHEREAS, Protection One desires to consent to Western's lack of compliance
with the requirements of Section 3.18(c) and grant a limited waiver of
Protection One's rights and remedies for such lack of compliance as more
particularly provided herein; and

     WHEREAS, pursuant to Section 6.2 of the Contribution Agreement, Protection
One may not amend, supplement or otherwise modify any provision of the
Contribution Agreement, and Protection One may not waive any provision thereof,
unless such amendment, supplement, modification or waiver shall have been
approved by the affirmative vote of a majority of the Continuing Directors; and

     WHEREAS, Mr. Ben M. Enis and Mr. James Q. Wilson (collectively, the
"Continuing Directors") constitute all of the Continuing Directors and desire to
authorize Protection One to grant the Waiver as contemplated herein;

     WHEREAS, subject to the terms and conditions set forth herein, the parties
hereto agree as follows;

     NOW, THEREFORE, it is agreed:

1. CONSENT: Protection One hereby consents, on a one-time basis, to Western's
lack of compliance with Section 3.18(c) of the Contribution Agreement in respect
to the Ownership Ceiling; provided, however, the one-time consent set forth in
this Section 1 shall apply only Western's lack of compliance with the Ownership
Ceiling during the period commencing on March 11, 2002 (the "Waiver Effective
Date") and ending on July 1, 2002 (and with such period being referred to herein
as the "Waiver Period").

2. LIMITED WAIVER: Protection One hereby waives, on a one-time basis, any breach
or default that could otherwise be asserted by Protection One under the
Contribution Agreement solely as a

                                        1


result of Western's lack of compliance with Section 3.18(c) of the Contribution
Agreement in respect to the Ownership Ceiling; provided, however, the one-time
waiver set forth in this Section 2 shall apply only to such breach or default
that could otherwise be or have been asserted by Protection One due to Western's
lack of compliance with the Ownership Ceiling during the Waiver Period.

3. MISCELLANEOUS:

     (a) This Waiver is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Contribution
Agreement or any other agreement or document.

     (b) This Waiver may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.

4. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF DELAWARE.

5. REPRESENTATIONS OF WESTERN. In order to induce the Protection One to enter
into this Waiver, Western hereby represents and warrants that after giving
effect to this Waiver as of the Waiver Effective Date, (i) there is no material
breach of Western's obligations under the Contribution Agreement, and (ii) all
representations and warranties contained in the Contribution Agreement are true
and correct in all material respects.

6. EFFECTIVE DATE OF WAIVER. This Waiver shall become effective on the Waiver
Effective Date.

7. CONTRIBUTION AGREEMENT. From and after the Waiver Effective Date, all
references in the Contribution Agreement and any other document referring to the
Contribution Agreement shall be deemed to be references to the Contribution
Agreement after giving effect to this Waiver.

8. APPROVAL OF CONTINUING DIRECTORS. The Continuing Directors have executed this
Waiver solely to reflect their approval hereof, in accordance with Section 6.2
of the Contribution Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Waiver to be duly executed and delivered as of the date first above written.

                                                PROTECTION ONE, INC.

                                                By: /s/Darius G. Nevin
                                                    ------------------

                                                Name:  Darius G. Nevin
                                                Title:  EVP & CFO

                                        2


                                                WESTERN RESOURCES, INC.

                                                By: /s/ Douglas T. Lake
                                                    -------------------

                                                Name: Douglas T. Lake

                                                Title: EVP

                                                /s/ Ben M. Enis
                                                ---------------
                                                Ben M. Enis

                                                /s/ James Q. Wilson
                                                -------------------
                                                James Q. Wilson

                                        3

EX-10.19

                      SEVENTH AMENDMENT OF CREDIT AGREEMENT

         THIS SEVENTH AMENDMENT OF CREDIT AGREEMENT (this "AMENDMENT") is
entered into, effective as of March 25, 2002, between PROTECTION ONE ALARM
MONITORING, INC., a Delaware corporation ("BORROWER"), each of the Persons which
is a signatory to this Amendment (collectively, "LENDERS"), and WESTAR
INDUSTRIES, INC., as Administrative Agent for the Lenders (in such capacity,
together with its successors in such capacity, "ADMINISTRATIVE AGENT").

                                 R E C I T A L S

         A.       Borrower, Lenders and Administrative Agent entered into the
Credit Agreement dated as of December 21, 1998 (as renewed, extended, modified,
and amended from time to time, the "CREDIT AGREEMENT"; capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth
in the Credit Agreement), providing for a revolving credit facility in the
original maximum principal amount of $500,000,000.

         B.       Pursuant to a letter agreement dated as of September 30, 1999,
Borrower reduced the Total Commitment to $250,000,000.

         C.       The Lenders and the Administrative Agent entered into that
certain Assignment and Acceptance dated December 17, 1999 wherein the
Administrative Agent and the Lenders assigned all of their rights and
obligations under the Credit Agreement to Westar Industries, Inc. (f/k/a Westar
Capital, Inc.).

         D.       Borrower, Lender and Administrative Agent entered into a
Second Amendment of Credit Agreement effective as of February 29, 2000, a Third
Amendment of Credit Agreement effective as of January 2, 2001, a Fourth
Amendment of Credit Agreement effective as of March 2, 2001, a Fifth Amendment
to Credit Agreement effective as of June 30, 2001, and a Sixth Amendment of
Credit Agreement effective as of November 1, 2001, pursuant to which certain
provisions of the Credit Agreement were amended.

         E.       Borrower, Lender, and Administrative Agent desire to further
modify certain provisions contained in the Credit Agreement to increase the
amount of the Committed Sum (as defined herein), subject to the terms and
conditions set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, Lender, and
Administrative Agent agree as follows:

         1.       AMENDMENTS TO THE CREDIT AGREEMENT. SCHEDULE 2.1 is hereby
deleted and replaced with Schedule 2.1 attached hereto.

         2.       AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS. All
references in the Loan Documents to the Credit Agreement shall henceforth
include references to the Credit Agreement as modified and amended by this
Amendment, and as



may, from time to time, be further modified, amended, restated, extended,
renewed, and/or increased.

         3.       RATIFICATIONS. Borrower (a) ratifies and confirms all
provisions of the Loan Documents as amended by this Amendment, (b) ratifies and
confirms that all guaranties, assurances, and Liens, if any, granted, conveyed,
or assigned to the Credit Parties under the Loan Documents are not released,
reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and
future Obligation, and (c) agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional documents, and
certificates as the Credit Parties may reasonably request in order to create,
perfect, preserve, and protect those guaranties, assurances, and Liens.

         4.       REPRESENTATIONS. Borrower represents and warrants to the
Credit Parties that as of the date of this Amendment: (a) this Amendment has
been duly authorized, executed, and delivered by Borrower and each of the other
Obligors that are parties to this Amendment; (b) no action of, or filing with,
any Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance by Borrower or any
other Obligor of this Amendment; (c) the Loan Documents, as amended by this
Amendment, are valid and binding upon Borrower and the other Obligors and are
enforceable against Borrower and the other Obligors in accordance with their
respective terms, except as limited by Debtor Relief Laws and general principles
of equity; (d) the execution, delivery, and performance by Borrower and the
other Obligors of this Amendment do not require the consent of any other Person
and do not and will not constitute a violation of any Governmental Requirement,
order of any Governmental Authority, or material agreements to which Borrower or
any other Obligor is a party thereto or by which Borrower or any other Obligor
is bound; (e) all representations and warranties in the Loan Documents are true
and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speak to a different specific date, or
(ii) the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement; and (f) both before and after
giving effect to this Amendment, no Potential Default or Default exists.

         5.       CONDITIONS. This Amendment shall not be effective unless and
until:

         (a)      this Amendment has been executed by Borrower, the other
Obligors, Administrative Agent, and the Required Lenders;

         (b)      Borrower shall have delivered to Administrative Agent such
documents satisfactory to Administrative Agent as it may request evidencing the
authorization and execution of this Agreement, and any other documents executed
and delivered in connection herewith (collectively, the "AMENDMENT DOCUMENTS").

         6.       CONTINUED EFFECT. Except to the extent amended hereby or by
any documents executed in connection herewith, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all
documents executed in

                                       2


connection therewith, shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms.

         7.       MISCELLANEOUS. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment shall be construed and
its performance enforced, under Texas law, (d) if any part of this Amendment is
for any reason found to be unenforceable, all other portions of it nevertheless
remain enforceable, and (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed together to constitute
the same document.

         8.       PARTIES. This Amendment binds and inures to Borrower and the
Credit Parties and their respective successors and permitted assigns.

         9.       ENTIRETIES. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS AMENDED BY THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS, REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT
AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       3


                     SIGNATURE PAGE TO SEVENTH AMENDMENT OF
                             CREDIT AGREEMENT AMONG
               PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
                WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT
                                       AND
                            THE LENDERS NAMED HEREIN

         EXECUTED on and effective as of the date first above written.

   PROTECTION ONE ALARM MONITORING, INC., a Delaware corporation, as Borrower


                                    By:     /s/ Darius Nevin
                                            -------------------
                                            Name: Darius Nevin
                                            Title: Executive Vice President and
                                                      Chief Financial Officer





                     SIGNATURE PAGE TO SEVENTH AMENDMENT OF
                             CREDIT AGREEMENT AMONG
               PROTECTION ONE ALARM MONITORING, INC., AS BORROWER,
                WESTAR INDUSTRIES, INC., AS ADMINISTRATIVE AGENT,
                                       AND
                            THE LENDERS NAMED HEREIN

         EXECUTED on and effective as of the date first above written.

                              WESTAR INDUSTRIES, INC., as Administrative Agent
                              and a Lender


                              By:     /s/ Paul R. Geist
                                      --------------------
                                      Name: Paul R. Geist
                                      Title: President



         To induce the Credit Parties to enter into this Amendment, each of the
undersigned (a) consents and agrees to the Amendment Documents' execution and
delivery, (b) ratifies and confirms that all guaranties, assurances, and Liens,
if any, granted, conveyed, or assigned to the Credit Parties under the Loan
Documents are not released, diminished, impaired, reduced, or otherwise
adversely affected by the Amendment Documents and continue to guarantee, assure,
and secure the full payment and performance of all present and future
Obligations (except to the extent specifically limited by the terms of such
guaranties, assurances, or Liens), (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
guaranties, assignments, security agreements, deeds of trust, mortgages, and
other agreements, documents, instruments, and certificates as the Credit Parties
may reasonably deem necessary or appropriate in order to create, perfect,
preserve, and protect those guaranties, assurances, and Liens, and (d) waives
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and its successors and permitted assigns and inures to the
Credit Parties and their respective successors and permitted assigns.



         EXECUTED on and effective as of the date first above written.

                                   PROTECTION ONE, INC., a Delaware corporation


                                   By:      /s/ Darius Nevin
                                            --------------------
                                            Name: Darius Nevin
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                   NETWORK MULTI-FAMILY SECURITY CORPORATION,
                                   a Delaware corporation


                                   By:      /s/ Anthony D. Somma
                                            -----------------------
                                            Name: Anthony D. Somma
                                            Title: Assistant Treasurer



                                  SCHEDULE 2.1


             PARTIES, ADDRESSES, COMMITMENTS, AND WIRING INFORMATION


================================================================ =============
                           BORROWER
================================================================ =============
Protection One Alarm Monitoring, Inc.
818 South Kansas Avenue
Topeka, KS  66612
Attention: Tony Somma
Telecopy No. (785) 575-6511


================================================================ =============
                     ADMINISTRATIVE AGENT
================================================================ =============
Westar Industries, Inc.
818 South Kansas Avenue
Topeka, KS  66612
Attention: Paul R. Geist
Telecopy No. (785) 575-1774

Wiring Instructions:

Bank of America, Dallas, Texas
ABA # 111000012
Account Number: 3750912584
Reference: Protection One Alarm Monitoring, Inc.
Attention: Lynn Cook

================================================================ =============








=========================== ======================   =========================
  LENDERS                           COMMITTED SUM         PRO RATA PART OF THE
                                                                COMMITMENTS
=========================== ======================   =========================
Westar Industries, Inc.               $180,000,000(1)                      100%
818 South Kansas Avenue
Topeka, KS  66612
Attn: Paul R. Geist
Telecopy No. (785) 575-1774

Wiring Instructions:

Bank of America, Dallas, Texas
ABA # 111000012
Account No.: 3750912584
Reference: Protection One Alarm Monitoring, Inc.
Attention: Lynn Cook
- -------------------------------------------------- ---------------------------



- ----------------------
(1)Including increase previously requested by Borrower and apporved by
Administrative Agent pursuant to Section 2.5.

EX-10.21

                                                                   EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT

          THIS AGREEMENT is entered into as of the 8th day of August, 2001 by
and between Protection One Alarm Monitoring, Inc., a Delaware corporation (the
"Company"), and Mack Sands ("Executive").

                               W I T N E S S E T H

          WHEREAS, the Board (as defined in Section 1(a)) has determined that it
is in the best interests of the Company and its stockholders to secure
Executive's services; and

          WHEREAS, the Board has authorized the Company to enter into this
Agreement;

          NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and Executive
hereby agree as follows:

          1. DEFINITIONS. As used in this Agreement, the following terms shall
have the respective meanings set forth below:

             (a) "Board" means the Board of Directors of the Company.

             (b) "Cause" means (i) Executive's conviction of a felony or crime
     involving moral turpitude, (ii) Executive's commission of a willful act of
     fraud or dishonesty with respect to the Company or any of its Subsidiaries
     or affiliated entities that materially and adversely affects the Company or
     any of its Subsidiaries or affiliated entities, (iii) Executive's willful
     misconduct or gross negligence with respect to the Company or any of its
     Subsidiaries or affiliated entities, (iv) Executive's material breach of
     this Agreement, other than by reason of physical or mental illness, injury
     or condition, that is not cured within 14 days after delivery of written
     notice thereof to Executive, (v) Executive's substantial and repeated
     failure to perform material duties reasonably demanded by the Company,
     other than by reason of physical or mental illness, injury or condition,
     that is not cured within 14 days after delivery of written notice thereof
     to Executive, or (vi) Executive's breach of his fiduciary responsibilities


                                       -2-

     to the Company, any of its Subsidiaries or affiliated entities or their
     respective shareholders.

             (c) "Change in Control" means the occurrence of any one of the
     following events:

                   (i) individuals who, on the date of this Agreement,
          constitute the Board of Directors of Protection One, Inc. (the
          "Incumbent Directors") cease for any reason to constitute at least a
          majority of the Board of Directors of Protection One, Inc., provided
          that any person becoming a director subsequent to the date of this
          Agreement, whose election or nomination for election was approved by a
          vote of at least two-thirds of the Incumbent Directors then on the
          Board of Directors of Protection One, Inc. (either by a specific vote
          or by approval of the proxy statement of Protection One, Inc. in which
          such person is named as a nominee for director, without written
          objection to such nomination) shall be an Incumbent Director;
          PROVIDED, however, that no individual initially elected or nominated
          as a director of Protection One, Inc. as a result of an actual or
          threatened election contest with respect to directors or as a result
          of any other actual or threatened solicitation of proxies or consents
          by or on behalf of any person other than the Board of Directors of
          Protection One, Inc. shall be deemed to be an Incumbent Director;
          PROVIDED, FURTHER, that if any individual is appointed to the Board of
          Directors of Protection One, Inc. with the consent of Westar at such
          time as Westar is the direct or indirect beneficial owner or has
          direct or indirect control over the voting of 40% or more of the
          voting securities of Protection One, Inc., that individual shall be
          deemed to be an Incumbent Director;

                   (ii) any "person" (as such term is defined in Section 3(a)(9)
          of the Securities Exchange Act of 1934 (the "Exchange Act") and as
          used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or
          becomes a "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange


                                       -3-

          Act), directly or indirectly, of securities of Protection One, Inc.
          representing more than 40% of the combined voting power of the then
          outstanding securities of Protection One, Inc. eligible to vote for
          the election of the Board of Directors of Protection One, Inc. (the
          "P-One Voting Securities"); PROVIDED, HOWEVER, that the event
          described in this paragraph (ii) shall not be deemed to be a Change in
          Control by virtue of any of the following acquisitions: (A) by
          Protection One, Inc., Westar, or any of their subsidiaries, (B) by any
          employee benefit plan (or related trust) sponsored or maintained by
          Protection One, Inc., Westar, or any of their subsidiaries, (C) by any
          underwriter temporarily holding securities pursuant to an offering of
          such securities, (D) pursuant to a Non-Qualifying Transaction (as
          defined in paragraph (iii)), (E) pursuant to any acquisition by
          Executive or any group of persons including Executive (or any entity
          controlled by Executive or any group of persons including Executive),
          or (F) any event in which Westar continues to be directly or
          indirectly the beneficial owner of a greater number of shares of
          Protection One, Inc. than that held by any person as a result of the
          event described in this paragraph (ii) or has the right to direct the
          vote of a greater number of voting securities for directors (or the
          equivalent) of Protection One, Inc. than any person as a result of the
          event described in this paragraph (ii);

                   (iii) the consummation of a merger, consolidation, statutory
          share exchange or similar form of corporate transaction involving the
          Company or Protection One, Inc. (a "Business Combination"), unless
          immediately following such Business Combination: (A) more than 40% of
          the total voting power of (x) the corporation resulting from such
          Business Combination (the "Surviving Corporation"), or (y) if
          applicable, the ultimate parent corporation that directly or
          indirectly has beneficial ownership of 100% of the voting securities
          eligible to elect directors (or the equivalent) of the Surviving
          Corporation (the "Parent Corporation"), is represented by P-One Voting
          Securities that


                                       -4-

          were outstanding immediately prior to such Business Combination (or,
          if applicable, is represented by shares into which such P-One, Inc.
          Voting Securities were converted pursuant to such Business
          Combination), and such voting power among the holders thereof is in
          substantially the same proportion as the voting power of such P-One
          Voting Securities among the holders thereof immediately prior to the
          Business Combination; (B) no person (other than Westar or any employee
          benefit plan (or related trust) sponsored or maintained by Westar, the
          Surviving Corporation or the Parent Corporation) is or becomes the
          beneficial owner, directly or indirectly, of more than 40% or more of
          the total voting power of the outstanding voting securities eligible
          to elect directors (or the equivalent) of the Parent Corporation (or,
          if there is no Parent Corporation, the Surviving Corporation); and (C)
          at least a majority of the members of the board of directors of the
          Parent Corporation (or, if there is no Parent Corporation, the
          Surviving Corporation) following the consummation of the Business
          Combination were Incumbent Directors at the time of the approval by
          the Board of Directors of Protection One, Inc. of the execution of the
          initial agreement providing for such Business Combination (any
          Business Combination which satisfies all of the criteria specified in
          (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
          Transaction");

                   (iv) the stockholders of Protection One, Inc. approve a plan
          of complete liquidation or dissolution of Protection One, Inc. or
          consummation of a sale of all or substantially all of the assets of
          Protection One, Inc.; or

                   (v) a "Change in Control" as that term is defined in this
          Agreement occurs at Westar Industries, Inc. (treating Westar
          Industries, Inc. as if it were Protection One, Inc. for purposes of
          such definition), provided that any spin-off, split-off or other
          distribution of Westar Industries, Inc. shall not be a Change in
          Control.


                                       -5-

             (d) "Date of Termination" means (i) if Executive's employment is to
     be terminated for Disability, 30 days after Notice of Termination is given
     (provided that Executive shall not have returned to the performance of
     Executive's duties on a full-time basis during such 30 day period); (ii) if
     Executive's employment is to be terminated by the Company for Cause, the
     date specified in the Notice of Termination; (iii) if Executive's
     employment is to be terminated by the Company for any reason other than
     Cause or Disability, the date specified in the Notice of Termination, which
     shall be 90 days after the Notice of Termination is given, unless an
     earlier date has been expressly agreed to by Executive in writing; (iv) if
     Executive's employment terminates by reason of death, the date of death of
     Executive; or (v) if Executive's employment is terminated by Executive, the
     date specified in Executive's Notice of Termination, but not more than 30
     days after the Notice of Termination is given, unless expressly agreed to
     by the Company in writing.

             (e) "Disability" means termination of Executive's employment by the
     Company due to Executive's failure to substantially perform his duties with
     the Company on a full-time basis for at least one hundred twenty
     (120)consecutive days as a result of Executive's incapacity due to physical
     or mental illness, unless within 30 days after Notice of Termination is
     given to Executive following such absence Executive shall have returned to
     the full-time performance of Executive's duties.

             (f) "Non-Qualifying Termination" means a termination of Executive's
     employment prior to the end of the Term of this Agreement under any
     circumstances not qualifying as a Qualifying Termination, including without
     limitation any termination by the Company for Cause, any termination by
     Executive other than upon the date of a Change in Control, or any
     termination on account of death or Disability.

             (g) "Notice of Termination" means a written notice of termination
     of employment given by one party to the other party pursuant to Section
     15(b).

             (h) "Qualifying Termination" means a termination of Executive's
     employment prior to the end of the Term of this Agreement (i) by the
     Company other


                                       -6-

     than for Cause or (ii) upon the date of a Change in Control. Termination of
     Executive's employment on account of death or Disability shall not be
     treated as a Qualifying Termination.

             (i) "Subsidiary" means any corporation or other entity in which the
     Company has a direct or indirect ownership interest of 50% or more of the
     total combined voting power of the then outstanding securities or interests
     of such corporation or other entity entitled to vote generally in the
     election of directors or in which the Company has the right to receive 50%
     or more of the distribution or profits or 50% or more of the assets upon
     liquidation or dissolution.

             (j) "Westar" means Westar Industries, Inc., a Kansas corporation,
     or any parent entity, or any of their majority owned subsidiaries.

          2. EMPLOYMENT AND DUTIES.

             (a) TERM OF EMPLOYMENT. The Company agrees to employ Executive, and
     Executive agrees to enter into employment with the Company, in accordance
     with the terms and provisions of this Agreement beginning on the Start Date
     (as defined in Section 3) and for the remainder of the Term of this
     Agreement, unless such employment is sooner terminated by the Company or
     Executive in a Qualifying Termination or Non-Qualifying Termination.

             (b) DUTIES. During the period of Executive's employment under this
     Agreement, Executive shall serve as Executive Vice President and Chief
     Operating Officer of the Company. Executive shall devote Executive's full
     business time and attention to the affairs of the Company and his duties as
     its Executive Vice President and Chief Operating Officer. Executive shall
     have such duties as are appropriate to Executive's position as Executive
     Vice President and Chief Operating Officer, and shall have such authority
     as required to enable Executive to perform these duties. Consistent with
     the foregoing, Executive shall comply with all reasonable instructions of
     the Board of Directors and the Chief Executive Officer of the Company.
     Executive shall report directly to the Chief Executive Officer of the
     Company.


                                       -7-

             (c) LOCATION. Executive shall be based at the Company's offices in
     Wichita, Kansas. Executive acknowledges that he will be expected to travel
     from time to time to the Company's headquarters and to branch operations
     and to make such other trips as may be necessary in furtherance of his
     duties herewith.

          3. TERM OF AGREEMENT. This Agreement shall continue for a period of
three (3) years from August 27, 2001 (the "Start Date"); provided, however, that
Executive's employment under this Agreement (and his obligation to perform
services) may terminate prior to the expiration of the Term as set forth in this
Agreement and certain obligations and benefits shall survive the expiration of
the Term as set forth in Section 18.

          4. BASE SALARY AND BENEFITS.

             (a) BASE SALARY. During the period of Executive's employment under
     this Agreement, the Company shall pay Executive an annual base salary at an
     annual rate equal to no less than $300,000, which shall be reviewed
     annually by the Compensation Committee of the Board for the purpose of
     considering increases thereof. Executive's base salary shall be paid in
     accordance with the standard practices for other senior corporate
     executives of the Company.

             (b) SIGNING BONUS. The Company shall pay Executive a signing bonus
     in the amount of $150,000 within ten (10) days after the Start Date. In
     addition, Executive shall be entitled to an additional bonus in the amount
     of $50,000 payable on the first anniversary of the Start Date if he
     continues in employment with the Company through such first anniversary.

             (c) INCENTIVE BONUSES. Beginning with calendar year 2002, Executive
     shall be eligible to receive annually or otherwise any bonus awards,
     whether payable in cash, shares of common stock of the Company or
     otherwise, which the Company, the Compensation Committee of the Board or
     such other authorized committee of the Board determines to award or grant
     under the Company's Short Term Incentive Plan or any other bonus or
     incentive plan of the Company.

             (d) STOCK OPTIONS. There shall be granted to Executive on the Start
     Date, pursuant to action of the Compensation Committee of the Board of
     Directors of


                                       -8-

     Protection One, Inc., an option under the Protection One, Inc. 1997
     Long-Term Incentive Plan (the "LTIP") to purchase 500,000 shares of the
     common stock of Protection One, Inc. at an exercise price per share equal
     to the closing price of the common stock of Protection One, Inc. as quoted
     on the New York Stock Exchange on the date of this Agreement. Such option
     shall become exercisable as follows: (i) 1/3 on the first anniversary of
     the date of grant if Executive is employed by the Company on that
     anniversary date, (ii) an additional 1/3 on the second anniversary of the
     date of grant if Executive is employed by the Company on that anniversary
     date, and (iii) the remaining 1/3 on the third anniversary of the date of
     grant if Executive's employment has not terminated prior to the last day of
     the Term of this Agreement, provided, however, that the exercisability of
     such option shall be accelerated in the event a Change in Control of
     Protection One, Inc. occurs during the Term of this Agreement. Such option
     shall have a term of 10 years from the date of grant, subject to earlier
     termination in the event of termination of Executive's employment.

             (e) BENEFIT PROGRAMS. During the period of Executive's employment
     under this Agreement, Executive shall be eligible to participate in all
     employee benefit plans and programs of the Company from time to time in
     effect for the benefit of senior executives of the Company (subject to
     meeting generally applicable participation requirements under the
     applicable plan or program), including, but not limited to, 401(k) plans,
     group life insurance, hospitalization and surgical and major medical
     coverages, paid time off, employee stock purchase plans, car allowances,
     vacations and holidays, long-term disability, and such other benefits as
     are or may be made available from time to time to senior executives of the
     Company. If Executive elects COBRA continuation coverage under a prior
     employer's medical plan for the period prior to his becoming eligible to
     participate in the Company's medical plan, the Company shall reimburse
     Executive for the lesser of: (i) the amount payable by Executive for such
     COBRA continuation coverage or (ii) the amount of the premiums that the
     Company would have paid (net of any required employee contributions) for
     the benefits Executive would have received under the Company's medical plan
     if Executive had been covered by the Company's medical plan. The paid time
     off available to Executive under the Company's


                                       -9-

     paid time off policy shall in no event be less than 20 days per annum.

             (f) BUSINESS EXPENSES AND PERQUISITES. Executive shall be
     reimbursed for all reasonable expenses incurred by Executive in connection
     with the conduct of the business of the Company, provided Executive
     properly accounts therefor in accordance with the Company's policies.
     During the period of Executive's employment under this Agreement, Executive
     shall also be entitled to such other perquisites as are customary for
     senior executives of the Company.

             (g) OFFICE AND SERVICES FURNISHED. During the period of Executive's
     employment under this Agreement, the Company shall provide Executive with
     office space, secretarial assistance and such other facilities and services
     as shall be suitable to Executive's position and adequate for the
     performance of Executive's duties hereunder.

             (h) TEMPORARY HOUSING, CAR. During the first 6 months of
     Executive's employment under this Agreement, the Company will reimburse
     Executive for the costs of temporary housing for himself and his immediate
     family in Wichita, Kansas but not in excess of $1,000 per month. In
     addition, during the period of Executive's employment under this Agreement,
     the Company will make available to Executive a Company car for his use in
     Wichita, Kansas.

          5. PAYMENTS UPON TERMINATION OF EMPLOYMENT.

             (a) QUALIFYING TERMINATION. If the employment of Executive shall
     terminate pursuant to a Qualifying Termination, then:

                   (i) the Company shall provide to Executive his base salary as
          described in Section 4(a) of this Agreement for the balance of the
          Term of this Agreement at the times such salary would have been
          payable if his employment had not terminated; and

                   (ii) the Company shall continue for the balance of the Term
          of this Agreement to provide Executive (and Executive's dependents, if
          applicable) with the same level of medical


                                      -10-

          benefits upon substantially the same terms and conditions as Executive
          would have been entitled to receive if he had continued in employment;
          PROVIDED, THAT, if Executive cannot continue to participate in the
          Company medical plans, the Company shall otherwise provide such
          benefits on the same basis as if continued participation had been
          permitted. Notwithstanding the foregoing, in the event Executive
          becomes reemployed with another employer and becomes eligible to
          receive medical benefits from such employer, the benefits described
          herein shall be secondary to such benefits during the period of
          Executive's eligibility, but only to the extent that the Company
          reimburses Executive for any increased cost and provides any
          additional benefits necessary to give Executive the benefits provided
          hereunder.

     Executive shall not be entitled to participate in the Company's Short Term
     Incentive Plan or in any other employee benefit plan or receive any other
     compensation or benefits except as set forth in (i) or (ii) above following
     such Qualifying Termination.

             (b) NON-QUALIFYING TERMINATION. If during the Term of this
     Agreement the employment of Executive shall terminate in a Non-Qualifying
     Termination, then the Company shall pay to Executive within ten (10) days
     following the Date of Termination, a lump-sum cash amount equal to the sum
     of (1) Executive's base salary through the Date of Termination and (2) any
     accrued vacation pay and accumulated sick leave, in each case to the extent
     not theretofore paid. Executive shall not be entitled to participate in any
     employee benefit plan or receive any compensation or benefits except as set
     forth in (1) and (2) above following such Non-Qualifying Termination.

          6. NON-COMPETITION. Executive hereby acknowledges that the services
which he will perform for the Company are of a special and unique nature, and
that the Company would find it extremely difficult or impossible to replace
Executive. Accordingly, Executive agrees that, in consideration of this
Agreement and the payments to be received by him hereunder, from and after the
date hereof through the period during which Executive continues to be employed
by the Company and following termination of Executive's employment for any
reason until the


                                      -11-

later of (i) the second anniversary of such termination of employment or (ii)
the last day through which base salary is payable to Executive pursuant to
Section 5(a)(i) or 5(b), whichever is applicable (the "Non-Competition Period"),
Executive shall not, directly or indirectly, own, manage, operate, join, control
or participate in the ownership, management, operation or control of, or be
connected as a director, officer, employee, partner, lender, consultant or
otherwise ("Participate" or a "Participation") with any Competitor (as
hereinafter defined), except with the Company's prior written consent. For
purposes of this Agreement, the term "Competitor" shall mean ADT Security
Services or SimplexGrinnel (or any subsidiary of Tyco that provides monitored
security services), Brinks Home Security, Inc., Honeywell Inc. and their
respective subsidiaries, affiliates and successors. Nothing in this paragraph
shall prohibit Executive from owning for investment purposes an aggregate of up
to 3% of the publicly traded securities of any corporation listed on the New
York or American Stock Exchange or whose securities are quoted on the NASDAQ
National Market. Notwithstanding anything which may be to the contrary herein,
Executive shall not be required to cease Participation in any business or
organization which begins to compete with the Company subsequent to the time
when Executive commences such Participation, provided that such business or
organization began to compete with the Company through no action, assistance, or
plan of Executive.

          It is the desire and intent of the parties that the provisions of this
Section 6 shall be enforced under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Section 6 is adjudicated to be invalid or unenforceable or
shall for any reason be held to be excessively broad as to duration, geographic
scope, activity or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the extent compatible with applicable law and such
provision shall be deemed modified and amended to the extent necessary to render
such provision enforceable in such jurisdiction.

          If Executive challenges the enforceability of the provisions of this
Section 6 in whole or in part as to any Competitors, Executive shall,
immediately upon such challenge, forfeit any right to any payments and benefits
under Section 5(a) that he has not already received.

          7. CONFIDENTIAL INFORMATION. Executive acknowledges that: (i) the
business of the Company and its Subsidiaries and affiliates is intensely
competitive and that Executive's


                                      -12-

engagement by the Company requires that Executive have access to and knowledge
of confidential information of the Company and its Subsidiaries and affiliates,
including, but not limited to, the identify of customers, the identity of the
representatives of customers with whom the Company and its Subsidiaries and
affiliates have dealt, the kinds of services provided by the Company and its
Subsidiaries and affiliates to customers and offered to be performed for
potential customers, the manner in which such services are performed or offered
to be performed, the service needs of actual or prospective customers, pricing
information, information concerning the creation, acquisition or disposition of
products and services, customer maintenance listings, computer software
applications and other programs, personnel information and other trade secrets
(the "Confidential Information"); (ii) the direct or indirect disclosure of such
Confidential Information to existing or potential competitors of the Company and
its Subsidiaries and affiliates would place the Company and its Subsidiaries and
affiliates at a competitive disadvantage and would do damage, monetary or
otherwise, to the business of the Company and its Subsidiaries and affiliates;
and (iii) the engaging by Executive in any of the activities prohibited by this
Section 7 may constitute improper appropriation and/or use of such information
and trade secrets. Notwithstanding the foregoing, Confidential Information shall
not include information which (x) is or becomes part of the public domain
through a source other than Executive, (y) is or becomes available to Executive
from a source independent of the Company and its Subsidiaries and affiliates, or
(z) constitutes general industry knowledge possessed by Executive by virtue of
Executive's employment with the Company. Executive expressly acknowledges the
trade secret status of the Confidential Information and that the Confidential
Information constitutes a protectable business interest of the Company and its
Subsidiaries and affiliates. Accordingly, the Company and Executive agree as
follows:

             (a) During the Non-Competition Period, Executive shall not,
     directly or indirectly, whether individually, as a director, stockholder,
     owner, partner, employee, principal or agent of any business, or in any
     other capacity, make known, disclose, furnish, make available or use any of
     the Confidential Information, other than in the proper performance of the
     duties contemplated herein or as required by law or by a court of competent
     jurisdiction or other administrative or legislative body; provided,
     however, that prior to disclosing any of the Confidential Information to a
     court or other administrative or legislative body, Executive


                                      -13-

     shall promptly notify the Company so that the Company may seek a protective
     order or other appropriate remedy.

             (b) Executive agrees to return all Confidential Information,
     including all photocopies, extracts and summaries thereof, and any such
     information stored electronically on tapes, computer disks or in any other
     manner to the Company at anytime upon request of the Chairman of the Board
     of the Company and upon the termination of Executive's employment for any
     reason.

          8. NONSOLICITATION. During the Non-Competition Period, Executive shall
not, directly or indirectly, solicit, interfere with, hire, offer to hire or
induce any person who is an employee of the Company or any of its Subsidiaries
or affiliates and whose salary is in excess of $50,000 to discontinue his or her
relationship with the Company or any of its Subsidiaries or affiliates and
accept employment by, or enter into a business relationship with, Executive or
any other person or entity.

          9. ANTIDISPARAGEMENT.

             (a) Unless otherwise required by a court of competent jurisdiction,
     pursuant to any recognized subpoena power or by any applicable law, rule or
     regulation, Executive agrees and promises that Executive shall not make any
     oral or written statements or reveal any information to any person, company
     or agency which (i) is materially negative, disparaging or damaging to the
     name, reputation or business of the Company or any of its Subsidiaries or
     affiliates, or any of their shareholders, directors, officers or employees,
     or (ii) has or would have a negative financial impact, whether directly or
     indirectly, on the Company or any of its Subsidiaries and affiliates, or
     any of their shareholders, directors, officers or employees.

             (b) Unless otherwise required by a court of competent jurisdiction,
     pursuant to any recognized subpoena power or by any applicable law, rule or
     regulation, the Company agrees and promises that neither it nor any of its
     Subsidiaries and affiliates shall make any oral or written statements or
     reveal any information to any person, company or agency which (i) is
     materially negative, disparaging or damaging to the name, reputation or
     business of Executive or (ii) has or


                                      -14-

     would have a negative financial impact, whether directly or indirectly, on
     Executive.

          10. INJUNCTIVE RELIEF.

             (a) Executive acknowledges that a breach of the undertakings in
     Sections 6, 7, 8, or 9(a) of this Agreement would cause irreparable damage
     to the Company and its Subsidiaries and affiliates, the exact amount of
     which shall be difficult to ascertain, and that remedies at law for any
     such breach would be inadequate. Executive agrees that, if Executive
     breaches or attempts or threatens to breach any of the undertakings in
     Sections 6, 7, 8, or 9(a) of this Agreement, then the Company shall be
     entitled to injunctive relief without posting bond or other security, in
     addition to any other remedy or remedies available to the Company at law or
     in equity.

             (b) The Company acknowledges that a breach of the undertakings in
     Section 9(b) of this Agreement would cause irreparable damage to Executive,
     the exact amount of which shall be difficult to ascertain, and that
     remedies at law for any such breach would be inadequate. The Company agrees
     that, if the Company or any of its Subsidiaries or affiliates breaches or
     attempts or threatens to breach any of the undertakings in Section 9(b) of
     this Agreement, then Executive shall be entitled to injunctive relief,
     without posting bond or other security, in addition to any other remedy or
     remedies available to Executive at law or in equity.

          11. WITHHOLDING TAXES. The Company may withhold from all payments due
to Executive (or his beneficiary or estate) hereunder all taxes which, by
applicable federal, state, local or other law, the Company is required to
withhold therefrom.

          12. DIRECTORS AND OFFICERS INSURANCE. The Company shall take all steps
necessary to ensure that Executive is covered under any directors and officers
liability insurance policy in effect from time to time for current and former
directors and officers of the Company.

          13. SCOPE OF AGREEMENT. Nothing in this Agreement shall be deemed to
entitle Executive to continued employment with the Company or its Subsidiaries
or shall require Executive to continue the employment relationship against his
wishes;


                                      -15-

PROVIDED, HOWEVER, that any termination of Executive's employment during the
Term of this Agreement shall be subject to all of the provisions of this
Agreement as provided in Section 18.

          14. SUCCESSORS; BINDING AGREEMENT. (a) This Agreement shall not be
terminated by any sale, merger or other business combination. In the event of
any such sale, merger or other business combination, the provisions of this
Agreement shall be binding upon the surviving corporation, and such surviving
corporation shall be treated as the Company hereunder.

          (b) This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die
while any amounts would be payable to Executive hereunder had Executive
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to such person or persons
appointed in writing by Executive to receive such amounts or, if no person is so
appointed, to Executive's estate.

          15. NOTICE. (a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, certified and return receipt requested, postage prepaid,
addressed as follows:

          If to the Executive:

           Mack Sands

          If to the Company:
           Protection One Alarm Monitoring, Inc.
           818 S. Kansas Avenue
           Topeka, Kansas 66612
           Attention:  Chairman of the Board

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          (b) A written notice of Executive's Date of Termination by the Company
or Executive, as the case may be, to the


                                      -16-

other, shall (i) indicate the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated, and (iii) specify the
Date of Termination. The failure by the Company to set forth in such notice any
fact or circumstance which contributes to a showing of Cause shall not waive any
right of the Company hereunder or preclude the Company from asserting such fact
or circumstance in enforcing the Company's rights hereunder.

          16. FULL SETTLEMENT; RESOLUTION OF DISPUTES. The Company's obligation
to make any payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall be in lieu and in full settlement of all other
severance payments to Executive under any other severance or employment
agreement between Executive and the Company, and any severance plan of the
Company. In no event shall Executive be obligated to seek other employment or
take other action by way of mitigation of the amounts payable to Executive under
any of the provisions of this Agreement and except as otherwise provided in
Section 5(a)(ii), such amounts shall not be reduced whether or not Executive
obtains other employment. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Topeka, Kansas by three arbitrators in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrators' award in any court having jurisdiction. The arbitrators shall
determine the allocation of the costs and expenses arising in connection with
any arbitration proceeding pursuant to this Section based on the arbitrators'
assessment of the merits of the positions of the parties.

          17. EMPLOYMENT WITH SUBSIDIARIES. Employment with the Company for
purposes of this Agreement shall include employment with any Subsidiary.

          18. SURVIVAL. The respective obligations and benefits afforded to the
Company and Executive as provided in Sections 5, 6, 7, 8, 9, 10, 11, 12, 14, 16,
19 and 21 shall survive the termination of this Agreement.

          19. GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT


                                      -17-

AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT,
WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

          20. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

          21. MISCELLANEOUS. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and signed by
Executive and by a duly authorized officer of the Company. No waiver by either
party hereto at anytime of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Failure by Executive
or the Company to insist upon strict compliance with any provision of this
Agreement or to assert any right Executive or the Company may have hereunder
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement. Except as otherwise specifically provided
herein, the rights of, and benefits payable to, Executive, his estate or his
beneficiaries pursuant to this Agreement are in addition to any rights of, or
benefits payable to, Executive, his estate or his beneficiaries under any other
employee benefit plan or compensation program of the Company.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and Executive has executed
this Agreement as of the day and year first above written.

                         PROTECTION ONE ALARM MONITORING, INC.

                         By: /s/ Richard Ginsburg
                             --------------------

/s/ Mack Sands
- --------------
Mack Sands

EX-10.22

                                                                   Exhibit 10.22

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT is entered into as of the 1st day of August, 2001 by
and between Protection One, Inc., a Delaware corporation (the "Company"), and
Darius G. Nevin ("Executive").

                               W I T N E S S E T H


         WHEREAS, the Board (as defined in Section 1) has determined that it is
in the best interests of the Company and its stockholders to secure Executive's
services; and

         WHEREAS, the Company also recognizes that the possibility of a change
in control could arise which may result in the distraction of Executive to the
detriment of the Company and its shareholders, and it is important that
Executive be able to advise the Board whether a proposed change in control would
be in the best interests of the Company and its shareholders and to take action
regarding such proposal as the Board directs, without being influenced by the
uncertainties of Executive's own situation; and

         WHEREAS, the Board has authorized the Company to enter into this
Agreement;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:

         1.       DEFINITIONS. As used in this Agreement, the following terms
shall have the respective meanings set forth below:

                  (a)      "Board" means the Board of Directors of the Company.

                  (b)      "Cause" means (i) the willful and continued failure
of Executive to perform substantially his duties with the Company (other than
any such failure resulting from Executive's incapacity due to physical or mental
illness or any such failure subsequent to Executive being delivered a Notice of
Termination without Cause by the Company or Executive delivering a Notice of
Termination for Good Reason to the Company) that is not remedied within 30 days
after a written demand for substantial performance is delivered to Execu-


                                      -2-


tive by the Chairman of the Board which specifically identifies the manner in
which Executive has not substantially performed Executive's duties, or (ii) the
willful engaging by Executive in illegal conduct which is demonstrably and
materially injurious to the Company. For purposes of this paragraph (b), no act
or failure to act by Executive shall be considered "willful" unless done or
omitted to be done by Executive in bad faith and without reasonable belief that
Executive's action or omission was in, or not opposed to, the best interests of
the Company.

                  (c)      "Change in Control" means the occurrence of any one
of the following events:

                           (i)      individuals who, on August 1, 2001,
         constitute the Board (the "Incumbent Directors") cease for any reason
         to constitute at least a majority of the Board, provided that any
         person becoming a director subsequent to August 1, 2001, whose election
         or nomination for election was approved by a vote of at least
         two-thirds of the Incumbent Directors then on the Board (either by a
         specific vote or by approval of the proxy statement of the Company in
         which such person is named as a nominee for director, without written
         objection to such nomination) shall be an Incumbent Director; PROVIDED,
         HOWEVER, that no individual initially elected or nominated as a
         director of the Company as a result of an actual or threatened election
         contest with respect to directors or as a result of any other actual or
         threatened solicitation of proxies or consents by or on behalf of any
         person other than the Board shall be deemed to be an Incumbent
         Director; PROVIDED, FURTHER, that if any individual is appointed to the
         Board with the consent of Westar at such time as Westar is the direct
         or indirect beneficial owner or has direct or indirect control over the
         voting of 40% or more of the Company voting securities, that individual
         shall be deemed to be an Incumbent Director;

                           (ii)     any "person" (as such term is defined in
         Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange
         Act") and as used in Sections 13(d)(3) and 14(d)(2) of


                                       3


         the Exchange Act) is or becomes a "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company representing more than 40% of the combined
         voting power of the Company's then outstanding securities eligible to
         vote for the election of the Board (the "Company Voting Securities");
         PROVIDED, HOWEVER, that the event described in this paragraph (ii)
         shall not be deemed to be a Change in Control by virtue of any of the
         following acquisitions: (A) by the Company, Westar, or any of their
         subsidiaries, (B) by any employee benefit plan (or related trust)
         sponsored or maintained by the Company, Westar, or any of their
         subsidiaries, (C) by any underwriter temporarily holding securities
         pursuant to an offering of such securities, (D) pursuant to a
         Non-Qualifying Transaction (as defined in paragraph (iii)), (E)
         pursuant to any acquisition by Executive or any group of persons
         including Executive (or any entity controlled by Executive or any group
         of persons including Executive), or (F) any event in which Westar
         continues to be directly or indirectly the beneficial owner of a
         greater number of shares of the Company than that held by any person as
         a result of the event described in this paragraph (ii) or has the right
         to direct the vote of a greater number of voting securities for
         directors (or the equivalent) of the Company than any person as a
         result of the event described in this paragraph (ii);

                           (iii)    the consummation of a merger, consolidation,
         statutory share exchange or similar form of corporate transaction
         involving the Company or Protection One Alarm Monitoring, Inc. (a
         "Business Combination"), unless immediately following such Business
         Combination: (A) more than 40% of the total voting power of (x) the
         corporation resulting from such Business Combination (the "Surviving
         Corporation"), or (y) if applicable, the ultimate parent corporation
         that directly or indirectly has beneficial ownership of 100% of the
         voting securities eligible to elect directors (or the equivalent) of
         the Surviving Corporation (the


                                      -4-


         "Parent Corporation"), is represented by Company Voting Securities that
         were outstanding immediately prior to such Business Combination (or, if
         applicable, is represented by shares into which such Company Voting
         Securities were converted pursuant to such Business Combination), and
         such voting power among the holders thereof is in substantially the
         same proportion as the voting power of such Company Voting Securities
         among the holders thereof immediately prior to the Business
         Combination; (B) no person (other than Westar or any employee benefit
         plan (or related trust) sponsored or maintained by Westar, the
         Surviving Corporation or the Parent Corporation) is or becomes the
         beneficial owner, directly or indirectly, of more than 40% or more of
         the total voting power of the outstanding voting securities eligible to
         elect directors (or the equivalent) of the Parent Corporation (or, if
         there is no Parent Corporation, the Surviving Corporation); and (C) at
         least a majority of the members of the board of directors of the Parent
         Corporation (or, if there is no Parent Corporation, the Surviving
         Corporation) following the consummation of the Business Combination
         were Incumbent Directors at the time of the Board's approval of the
         execution of the initial agreement providing for such Business
         Combination (any Business Combination which satisfies all of the
         criteria specified in (A), (B) and (C) above shall be deemed to be a
         "Non-Qualifying Transaction");

                           (iv)     a "Change in Control" as that term is
         defined in this Agreement occurs at Westar Industries, Inc. (treating
         Westar Industries, Inc. as if it were the "Company" for purposes of
         such definition), provided that any spin-off, split-off or other
         distribution of Westar Industries, Inc. shall not be a Change in
         Control.

                  (d)      "Date of Termination" means (i) if Executive's
employment is to be terminated for Disability, 30 days after Notice of
Termination is given (provided that Executive shall not have returned to the
performance of Executive's duties on a full-time basis


                                      -5-


during such 30 day period); (ii) if Executive's employment is to be terminated
by the Company for Cause or by Executive for Good Reason, the date specified in
the Notice of Termination; (iii) if Executive's employment is to be terminated
by the Company for any reason other than Cause, the date specified in the Notice
of Termination, which shall be 90 days after the Notice of Termination is given,
unless an earlier date has been expressly agreed to by Executive in writing;
(iv) if Executive's employment terminates by reason of death, the date of death
of Executive; (v) if Executive's employment is terminated by Executive in a
Non-Qualifying Termination, the date specified in Executive's Notice of
Termination, but not more than 30 days after the Notice of Termination is given,
unless expressly agreed to by the Company in writing; or (vi) in the event of a
Change in Control, the date of the Change in Control.

                  (e)      "Disability" means termination of Executive's
employment by the Company due to Executive's absence from Executive's duties
with the Company on a full-time basis for at least one hundred eighty
(180)consecutive days as a result of Executive's incapacity due to physical or
mental illness, unless within 30 days after Notice of Termination is given to
Executive following such absence Executive shall have returned to the full-time
performance of Executive's duties.

                  (f)      "Good Reason" shall mean termination based on any of
the following events:

                           (i)      any change in the duties or responsibilities
                  (including reporting responsibilities) of Executive that is
                  inconsistent in any material and adverse respect (which may be
                  cumulative) with Executive's position(s), duties,
                  responsibilities or status with the Company (including any
                  adverse diminution of such duties or responsibilities),
                  PROVIDED, HOWEVER, that Good Reason shall not be deemed to
                  occur upon a change in duties or responsibilities (other than
                  reporting responsibilities) that is solely and directly due to
                  the Company no longer being a publicly traded entity as a
                  result of a purchase of the Company's publicly traded
                  securities by Westar if no other event set forth in this
                  paragraph (f) has occurred;


                                      -6-


                           (ii)     the failure to reappoint or reelect
                  Executive to any position held by Executive without
                  Executive's consent;

                           (iii)    a reduction by the Company in Executive's
                  base salary;

                           (iv)     the appointment by the Board of a Chief
                  Operating Officer, Chief Financial Officer or President of the
                  Company over Executive's written objection; or

                           (v)      the Company's ceasing to be a publicly
                  traded entity (other than as a result of a purchase of the
                  Company's publicly traded shares by Westar).

                  Executive must provide notice of termination of employment
                  within one hundred eighty (180) days following Executive's
                  knowledge of an event or facts constituting Good Reason (or
                  the last of such events or facts if cumulative) or such event
                  or facts shall not constitute Good Reason under this
                  Agreement.

                           (g)      "Non-Qualifying Termination" means a
         termination of Executive's employment prior to the end of the Term of
         this Agreement under any circumstances not qualifying as a Qualifying
         Termination, including without limitation any termination by the
         Company for Cause, any termination by Executive without Good Reason or
         for no reason at all or any termination on account of death, Disability
         or Retirement.

                           (h)      "Notice of Termination" means a written
         notice of termination of employment given by one party to the other
         party pursuant to Section 15(b).

                           (i)      "Qualifying Termination" means a termination
         of Executive's employment prior to the end of the Term of this
         Agreement (i) by the Company other than for Cause; (ii) by Executive
         for Good Reason; or (iii) upon the date of a Change in Control.
         Termination of Executive's employment on account of death, Disability
         or Retirement shall not be treated as a Qualifying Termination.


                                      -7-


                           (j)      "Retirement" means Executive's termination
         of his employment on or after his attainment of age 65.

                           (k)      "Subsidiary" means any corporation or other
         entity in which the Company has a direct or indirect ownership interest
         of 50% or more of the total combined voting power of the then
         outstanding securities or interests of such corporation or other entity
         entitled to vote generally in the election of directors or in which the
         Company has the right to receive 50% or more of the distribution or
         profits or 50% or more of the assets upon liquidation or dissolution.

                           (l)      "Westar" means Westar Industries, Inc., a
         Kansas corporation, or any parent entity, or any of their majority
         owned subsidiaries.

                           2.       EMPLOYMENT AND DUTIES.

                           (a)      TERM OF EMPLOYMENT. The Company agrees to
         employ Executive, and Executive agrees to enter into employment with
         the Company, in accordance with the terms and provisions of this
         Agreement, for the Term of this Agreement, unless such employment is
         sooner terminated by the Company or Executive in a Qualifying
         Termination or Non-Qualifying Termination. In the event that there is a
         Change in Control during the Term of this Agreement, Executive's
         employment under this Agreement shall terminate on the date of such
         Change in Control. Upon termination of Executive's employment
         (regardless of whether such termination constitutes a Qualifying or
         Non-Qualifying Termination), Executive shall be relieved of any
         obligation to continue to perform the duties described in Section 2(b)
         effective as of the Date of Termination. The termination of the
         employment relationship by either party for any reason or for no reason
         at all shall not constitute a breach of this Agreement, but certain
         obligations and benefits shall survive such termination of employment
         as set forth in Section 18.

                           (b)      DUTIES. During the period of Executive's
         employment under this Agreement, Executive shall serve as Executive
         Vice President and Chief Financial Officer of the Company. Executive
         shall devote Executive's full business time and attention to the
         affairs of the Company and his duties as its Executive Vice President
         and Chief Financial Officer. Executive shall have such duties as are
         appropriate to Executive's position as Executive Vice


                                      -7-


         President and Chief Financial Officer, and shall have such authority as
         required to enable Executive to perform these duties. Consistent with
         the foregoing, Executive shall comply with all reasonable instructions
         of the Board of Directors of the Company. Executive shall report
         directly to the Chief Executive Officer. Executive may continue to
         reside in the State of Florida or in any location that he wishes as
         long as he is able to effectively carry out the duties contemplated by
         this Agreement. During the period of Executive's employment under this
         Agreement, Executive shall serve as an officer and/or director of a
         Subsidiary or Subsidiaries if requested to do so by the Board.

                  3.       TERM OF AGREEMENT. This Agreement shall continue
until terminated by the Company or Executive in a Qualifying or Non-Qualifying
Termination. Certain obligations and benefits shall survive the expiration of
the Term as set forth in Section 18.




                  4.       BASE SALARY AND BENEFITS.

                           (a)      BASE SALARY. During the period of
         Executive's employment under this Agreement, the Company shall pay
         Executive an annual base salary at an annual rate equal to no less than
         $220,000, which shall be reviewed annually by the Compensation
         Committee of the Board for the purpose of considering increases
         thereof. Executive's base salary shall be paid in accordance with the
         standard practices for other senior corporate executives of the
         Company.

                           (b)      BONUSES. Beginning with calendar year 2001,
         Executive shall be eligible to receive annually or otherwise any bonus
         awards, whether payable in cash, shares of common stock of the Company
         or otherwise, which the Company, the Compensation Committee of the
         Board or such other authorized committee of the Board determines to
         award or grant.


                                       9


                           (c)      STOCK OPTIONS. There shall be granted to
         Executive on the date of this Agreement, pursuant to action of the
         Compensation Committee of the Board, an option under the Company's 1997
         Long-Term Incentive Plan (the "LTIP") to purchase 220,000 shares of the
         Company's common stock at an exercise price per share equal to the
         average of the closing prices of the Company's common stock as quoted
         on the New York Stock Exchange over the period of 5 trading days ending
         on the grant date. Such option shall become exercisable as follows: (i)
         1/3 on the first anniversary of the date of grant if Executive is
         employed by the Company on that anniversary date, (ii) an additional
         1/3 on the second anniversary of the date of grant if Executive is
         employed by the Company on that anniversary date, and (iii) the
         remaining 1/3 on the third anniversary of the date of grant if
         Executive's employment has not terminated prior to the last day of the
         Term of this Agreement, provided, however, that the exercisability of
         such option shall be accelerated in the event of a Qualifying
         Termination as described in Section 5(a)(iii) or in the event of an
         acquisition of Company Voting Securities by Executive or any group of
         persons including Executive (or any entity controlled by Executive or
         any group of persons including Executive) that would have been a
         "Change in Control" pursuant to Section 1(c)(ii) but for the exclusion
         set forth in Section 1(c)(ii)(E). Such option shall have a term of 10
         years from the date of grant, subject to earlier termination in the
         event of termination of Executive's employment. The provisions of
         Executive's option dealing with termination of employment shall be
         those set forth in Sections. 1.5 through 1.8 of the form of option
         agreement attached hereto as Exhibit A.

                           (d)      BENEFIT PROGRAMS. During the period of
         Executive's employment under this Agreement, Executive shall be
         eligible to participate in all employee benefit plans and programs of
         the Company from time to time in effect for the benefit of senior
         executives of the Company (subject to meeting generally applicable
         participation requirements under the applicable plan or program),
         including, but not limited to, 401(k) plans, group life insurance,
         hospitalization and surgical and major medical coverages, sick leave,
         employee stock purchase plans, car allowances, vacations and holidays,
         long-term disability, and such other benefits as are or may be made
         available from time to time to senior ex-


                                      -10-


         ecutives of the Company. If Executive elects not to be covered by the
         Company's medical plan by reason of COBRA continuation coverage under a
         prior employer's medical plan, the Company shall reimburse Executive
         for the lesser of: (i) the amount payable by Executive for such COBRA
         continuation coverage or (ii) the amount of the premiums that the
         Company would have paid (net of any required employee contributions)
         for the benefits Executive would have received under the Company's
         medical plan if Executive had not elected not to be covered.

                           (e)      BUSINESS EXPENSES AND PERQUISITES. Executive
         shall be reimbursed for all reasonable expenses incurred by Executive
         in connection with the conduct of the business of the Company, provided
         Executive properly accounts therefor in accordance with the Company's
         policies. The parties hereto acknowledge that Executive's employment
         will entail substantial travel away from Executive's residence and that
         Executive's reimbursable business expenses will include reasonable
         travel expenses, including without limitation reasonable costs of air
         travel (including use of American Airlines AAirpass or equivalent),
         weekly travel to and from Florida, parking, rental cars, and hotel
         accommodations incurred in travel to and from his residence and other
         travel associated with the performance of his duties hereunder. During
         the period of Executive's employment under this Agreement, Executive
         shall also be entitled to such other perquisites as are customary for
         senior executives of the Company.

                           (f)      OFFICE AND SERVICES FURNISHED. During the
         period of Executive's employment under this Agreement, the Company
         shall make available to Executive office space at the Company's
         headquarters in Topeka, Kansas (to the extent needed while he is at the
         Company's headquarters), secretarial assistance and such other
         facilities and services as shall be suitable to Executive's position
         and adequate for the performance of Executive's duties hereunder.

                           (g)      TEMPORARY HOUSING, CAR. For a period of up
         to 6 months following the date of this Agreement, the Company will make
         available to Executive temporary housing in Topeka, Kansas at the
         Company's expense. Executive shall not be required to be in Topeka,
         Kansas except as he may determine necessary for him to effec-


                                       -11-


         tively carry out the duties contemplated by this Agreement. In
         addition, the Company will make available to Executive temporary use of
         a Company car for periods while he is working in Topeka, Kansas.

                  5.       PAYMENTS UPON TERMINATION OF EMPLOYMENT.

                           (a)      QUALIFYING TERMINATION. If the employment of
         Executive shall terminate pursuant to a Qualifying Termination, then:

                                    (i)      the Company shall provide to
                  Executive his base salary as described in Section 4(a) of this
                  Agreement for the balance of the Term of this Agreement at the
                  times such salary would have been payable if his employment
                  had not terminated;

                                    (ii)     the Company shall continue for
                  twelve (12) months after the Date of Termination to provide
                  Executive (and Executive's dependents, if applicable) with the
                  same level of medical, dental, and life insurance benefits
                  upon substantially the same terms and conditions as Executive
                  would have been entitled to receive if he had continued in
                  employment; PROVIDED, THAT, if Executive cannot continue to
                  participate in the Company plans providing such benefits, the
                  Company shall otherwise provide such benefits on the same
                  basis as if continued participation had been permitted.
                  Notwithstanding the foregoing, in the event Executive becomes
                  reemployed with another employer and becomes eligible to
                  receive benefits from such employer, the benefits described
                  herein shall be secondary to such benefits during the period
                  of Executive's eligibility, but only to the extent that the
                  Company reimburses Executive for any increased cost and
                  provides any additional benefits necessary to give Executive
                  the benefits provided hereunder; and

                                    (iii)    the stock options granted to
                  Executive pursuant to Section 4(c) shall become fully vested
                  and immediately exercisable.

                           (b)      NON-QUALIFYING TERMINATION. If during the
         Term of this Agreement the employment of Executive


                                      -12-


         shall terminate in a Non-Qualifying Termination, then the Company shall
         pay to Executive within ten (10) days following the Date of
         Termination, a lump-sum cash amount equal to the sum of (1) Executive's
         base salary through the Date of Termination and (2) any accrued
         vacation pay and accumulated sick leave, in each case to the extent not
         theretofore paid. The Company may make such additional payments, and
         provide such additional benefits, to Executive as the Company and
         Executive may agree in writing. Executive shall not be in breach of
         this Agreement by reason of his terminating employment in a
         Non-Qualifying Termination, provided that Executive will remain subject
         to the obligations set forth in Sections 6, 7, 8 and 9.

                  6.       NON-COMPETITION. Executive hereby acknowledges that
the services which he will perform for the Company are of a special and unique
nature, and that the Company would find it extremely difficult or impossible to
replace Executive. Accordingly, Executive agrees that, in consideration of this
Agreement and the payments to be received by him hereunder, from and after the
date hereof through the period during which Executive continues to be employed
by the Company and following termination of Executive's employment for any
reason until the later of (i) the second anniversary of such termination of
employment or (ii) the last day through which base salary is payable to
Executive pursuant to Section 5(a)(i) or 5(b), whichever is applicable (the
"Non-Competition Period"), Executive shall not, directly or indirectly, own,
manage, operate, join, control or participate in the ownership, management,
operation or control of, or be connected as a director, officer, employee,
partner, lender, consultant or otherwise ("Participate" or a "Participation")
with any Competitor (as hereinafter defined), except with the Company's prior
written consent. For purposes of this Agreement, the term "Competitor" shall
mean ADT Security Services, Brinks Home Security, Inc., Honeywell Inc. and their
respective subsidiaries, affiliates and successors. Nothing in this paragraph
shall prohibit Executive from owning for investment purposes an aggregate of up
to 3% of the publicly traded securities of any corporation listed on the New
York or American Stock Exchange or whose securities are quoted on the NASDAQ
National Market. Notwithstanding anything which may be to the contrary herein,
(i) Executive shall not be required to cease Participation in any business or
organization which begins to compete with the Company subsequent to the time
when Executive commences such Participation, provided that such business or
organization began to compete with the Company through no action, assistance, or
plan of Executive, (ii) Ex-


                                      -13-


ecutive may continue to serve as a member of the Board of Directors of Guardian
International, Inc. and may continue to hold shares in Guardian International,
Inc., and (iii) following termination of Executive's employment with the Company
for any reason, none of the restrictions in this Section 6 shall apply to
Executive's Participation in any capacity with Guardian International, Inc.

         It is the desire and intent of the parties that the provisions of this
Section 6 shall be enforced under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Section 6 is adjudicated to be invalid or unenforceable or
shall for any reason be held to be excessively broad as to duration, geographic
scope, activity or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the extent compatible with applicable law and such
provision shall be deemed modified and amended to the extent necessary to render
such provision enforceable in such jurisdiction.

         If Executive challenges the enforceability of the provisions of this
Section 6 in whole or in part as to any Competitors, Executive shall,
immediately upon such challenge, forfeit any right to any payments and benefits
under Section 5(a) that he has not already received.

         7.       CONFIDENTIAL INFORMATION. Executive acknowledges that: (i) the
business of the Company and its Subsidiaries and affiliates is intensely
competitive and that Executive's engagement by the Company requires that
Executive have access to and knowledge of confidential information of the
Company and its Subsidiaries and affiliates, including, but not limited to, the
identify of customers, the identity of the representatives of customers with
whom the Company and its Subsidiaries and affiliates have dealt, the kinds of
services provided by the Company and its Subsidiaries and affiliates to
customers and offered to be performed for potential customers, the manner in
which such services are performed or offered to be performed, the service needs
of actual or prospective customers, pricing information, information concerning
the creation, acquisition or disposition of products and services, customer
maintenance listings, computer software applications and other programs,
personnel information and other trade secrets (the "Confidential Information");
(ii) the direct or indirect disclosure of such Confidential Information to
existing or potential competitors of the Company and its Subsidiaries and
affiliates would place the Company and its Subsidiaries and affiliates at a
competitive disadvantage and would do damage,


                                      -14-


monetary or otherwise, to the business of the Company and its Subsidiaries and
affiliates; and (iii) the engaging by Executive in any of the activities
prohibited by this Section 7 may constitute improper appropriation and/or use of
such information and trade secrets. Notwithstanding the foregoing, Confidential
Information shall not include information which (x) is or becomes part of the
public domain through a source other than Executive, (y) is or becomes available
to Executive from a source independent of the Company and its Subsidiaries and
affiliates, or (z) constitutes general industry knowledge possessed by Executive
by virtue of Executive's employment with the Company. Executive expressly
acknowledges the trade secret status of the Confidential Information and that
the Confidential Information constitutes a protectable business interest of the
Company and its Subsidiaries and affiliates. Accordingly, the Company and
Executive agree as follows:

                           (a)      During the Non-Competition Period, Executive
         shall not, directly or indirectly, whether individually, as a director,
         stockholder, owner, partner, employee, principal or agent of any
         business, or in any other capacity, make known, disclose, furnish, make
         available or use any of the Confidential Information, other than in the
         proper performance of the duties contemplated herein or as required by
         law or by a court of competent jurisdiction or other administrative or
         legislative body; provided, however, that prior to disclosing any of
         the Confidential Information to a court or other administrative or
         legislative body, Executive shall promptly notify the Company so that
         the Company may seek a protective order or other appropriate remedy.
         The provisions of this subsection (a) do not apply to Executive's
         Participation (as defined in Section 6) in any capacity with Guardian
         International, Inc.

                           (b)      Executive agrees to return all Confidential
         Information, including all photocopies, extracts and summaries thereof,
         and any such information stored electronically on tapes, computer disks
         or in any other manner to the Company at anytime upon request of the
         Chairman of the Board of the Company and upon the termination of
         Executive's employment for any reason.

                  8.       NONSOLICITATION. During the Non-Competition Period,
Executive shall not, directly or indirectly, solicit, interfere with, hire,
offer to hire or induce any person who is an employee of the Company or any of
its Subsidiaries or affiliates and whose salary is in excess of $50,000 to
discontinue his or her relationship with the Company or any of its Subsidiaries
or af-


                                      -15-


filiates and accept employment by, or enter into a business relationship with,
Executive or any other person or entity; PROVIDED, HOWEVER, that this provision
shall not apply to solicitation of any person who was an employee of Guardian
International, Inc. as of the date of this Agreement and who becomes an employee
of the Company or any of its Subsidiaries or affiliates during the period of
Executive's employment under this Agreement.

                  9.       ANTIDISPARAGEMENT.

                           (a)      Unless otherwise required by a court of
         competent jurisdiction, pursuant to any recognized subpoena power or by
         any applicable law, rule or regulation, Executive agrees and promises
         that Executive shall not make any oral or written statements or reveal
         any information to any person, company or agency which (i) is
         materially negative, disparaging or damaging to the name, reputation or
         business of the Company or any of its Subsidiaries or affiliates, or
         any of their shareholders, directors, officers or employees, or (ii)
         has or would have a materially negative financial impact, whether
         directly or indirectly, on the Company or any of its Subsidiaries and
         affiliates, or any of their shareholders, directors, officers or
         employees; provided that this subsection (ii) shall not be deemed to
         have been violated by statements or releases of information by
         Executive during the period of his employment under this Agreement
         which Executive believes to be truthful and which are made in the
         performance of his duties under this Agreement.

                           (b)      Unless otherwise required by a court of
         competent jurisdiction, pursuant to any recognized subpoena power or by
         any applicable law, rule or regulation, the Company agrees and promises
         that neither it nor any of its Subsidiaries and affiliates shall make
         any oral or written statements or reveal any information to any person,
         company or agency which (i) is materially negative, disparaging or
         damaging to the name, reputation or business of Executive or (ii) has
         or would have a negative financial impact, whether directly or
         indirectly, on Executive.

                  10.      INJUNCTIVE RELIEF.


                                      -16-


                           (a)      Executive acknowledges that a breach of the
         undertakings in Sections 6, 7, 8, or 9(a) of this Agreement would cause
         irreparable damage to the Company and its Subsidiaries and affiliates,
         the exact amount of which shall be difficult to ascertain, and that
         remedies at law for any such breach would be inadequate. Executive
         agrees that, if Executive breaches or attempts or threatens to breach
         any of the undertakings in Sections 6, 7, 8, or 9(a) of this Agreement,
         then the Company shall be entitled to injunctive relief without posting
         bond or other security, in addition to any other remedy or remedies
         available to the Company at law or in equity.

                           (b)      The Company acknowledges that a breach of
         the undertakings in Section 9(b) of this Agreement would cause
         irreparable damage to Executive, the exact amount of which shall be
         difficult to ascertain, and that remedies at law for any such breach
         would be inadequate. The Company agrees that, if the Company or any of
         its Subsidiaries or affiliates breaches or attempts or threatens to
         breach any of the undertakings in Section 9(b) of this Agreement, then
         Executive shall be entitled to injunctive relief, without posting bond
         or other security, in addition to any other remedy or remedies
         available to Executive at law or in equity.

                  11.      WITHHOLDING TAXES. The Company may withhold from all
payments due to Executive (or his beneficiary or estate) hereunder all taxes
which, by applicable federal, state, local or other law, the Company is required
to withhold therefrom. Executive has represented that he is and will continue to
be a resident of the State of Florida for all purposes.

                  12.      DIRECTORS AND OFFICERS INSURANCE; INDEMNITY. The
Company shall take all steps necessary to ensure that Executive is covered under
any directors and officers liability insurance policy in effect from time to
time for current and former directors and officers of the Company. In addition,
the Company shall hold harmless and indemnify Executive against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by Executive in connection with any
threatened, pending, or completed action, suit, or proceeding whether civil,
criminal, administrative, or investigative (including an action by or in the
right of the corporation) to which Executive is, was, or at anytime becomes a
party, or is threatened to be made a party, by reason of the fact that Executive
is, was, or at anytime be


                                      -17-


comes a director, officer, employee, or agent of the Company, or is, or was
serving, or at anytime serves at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise; or otherwise to the fullest extent as may be
provided to Executive by the Company under the provisions of Article IX of the
Bylaws of the Company and Article VII of The Articles of Incorporation of the
Company and Delaware law.

                  13.      SCOPE OF AGREEMENT. Nothing in this Agreement shall
be deemed to entitle Executive to continued employment with the Company or its
Subsidiaries or shall require Executive to continue the employment relationship
against his wishes; PROVIDED, HOWEVER, that any termination of Executive's
employment during the Term of this Agreement shall be subject to all of the
provisions of this Agreement as provided in Section 18.

                  14.      SUCCESSORS; BINDING AGREEMENT. (a) This Agreement
shall not be terminated by any sale, merger or other business combination. In
the event of any such sale, merger or other business combination, the provisions
of this Agreement shall be binding upon the surviving corporation, and such
surviving corporation shall be treated as the Company hereunder.

                  (b)      This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive shall die while any amounts would be payable to Executive hereunder
had Executive continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to such
person or persons appointed in writing by Executive to receive such amounts or,
if no person is so appointed, to Executive's estate.

                  15.      NOTICE. (a) For purposes of this Agreement, all
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when delivered or five (5)
days after deposit in the United States mail, certified and return receipt
requested, postage prepaid, addressed as follows:

                  If to the Executive:

                     Darius G. Nevin
                     1410 Palancia Avenue
                     Coral Gables, Florida 33146


                                      -18-


                  If to the Company:
                     Protection One, Inc.
                     818 S. Kansas Avenue
                     Topeka, Kansas 66612
                     Attention:  Chairman of the Board

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

                  (b)      A written notice of Executive's Date of Termination
by the Company or Executive, as the case may be, to the other, shall (i)
indicate the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated, and (iii) specify the Date of
Termination. The failure by Executive or the Company to set forth in such notice
any fact or circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of Executive or the Company hereunder or preclude
Executive or the Company from asserting such fact or circumstance in enforcing
Executive's or the Company's rights hereunder.

                  16.      FULL SETTLEMENT; RESOLUTION OF DISPUTES. The
Company's obligation to make any payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall be in lieu and in full
settlement of all other severance payments to Executive under any other
severance or employment agreement between Executive and the Company, and any
severance plan of the Company. In no event shall Executive be obligated to seek
other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and except as
otherwise provided in Section 5(a)(ii), such amounts shall not be reduced
whether or not Executive obtains other employment. Any dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration in Wilmington, Delaware by three arbitrators in accordance with
the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrators' award in any court having jurisdiction. The
arbitrators shall determine the allocation of the costs and expenses arising in
connection with any arbitration proceeding pursuant to this Section based on the
arbitrators' assessment of the merits of the positions of the parties.


                                      -19-


                  17.      EMPLOYMENT WITH SUBSIDIARIES. Employment with the
Company for purposes of this Agreement shall include employment with any
Subsidiary.

                  18.      SURVIVAL. The respective obligations and benefits
afforded to the Company and Executive as provided in Sections 5, 6, 7, 8, 9, 10,
11, 12, 14, 16, 19 and 21 shall survive the termination of this Agreement.

                  19.      GOVERNING LAW; VALIDITY. THE INTERPRETATION,
CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER
PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

                  20.      COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.

                  21.      MISCELLANEOUS. No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and signed by Executive and by a duly authorized officer of the Company. No
waiver by either party hereto at anytime of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. Failure
by Executive or the Company to insist upon strict compliance with any provision
of this Agreement or to assert any right Executive or the Company may have
hereunder, including without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement. Except as otherwise
specifically provided herein, the rights of, and benefits payable to, Executive,
his estate or his beneficiaries pursuant to this Agreement are in addition to
any rights of, or benefits payable to, Executive, his estate or his
beneficiaries under any other employee benefit plan or compensation program of
the Company.


                                      -20-


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer of the Company and Executive has executed
this Agreement as of the day and year first above written.

                                                     PROTECTION ONE, INC.


                                                     By: /s/ Richard Ginsburg
                                                     ---------------------------




/s/ Darius G. Nevin
- ----------------------
Darius G. Nevin

EX-10.23

                                November 1, 2001


Protection One, Inc.
Protection One Alarm Monitoring, Inc.
818 S. Kansas Avenue
Topeka, Kansas 66612

         Attention:        Richard Ginsburg
                           President and Chief Executive Officer

Ladies and Gentlemen:

         This letter agreement confirms the terms on which Westar Industries,
Inc. ("Westar") has agreed to provide Protection One, Inc. and Protection One
alarm Monitoring, Inc. (collectively, "Protection One") management and financial
advisory services.

         During the period of Westar's engagement under this letter (as
specified below), Westar will, if requested:

         (a)      review and analyze, in consultation with members of
management, the business, operations and financial condition of Protection One;

         (b)      review and analyze, in consultation with members of
management, Protection One's financial and strategic plans and business
alternatives;

         (c)      review and evaluate, in consultation with members of
management, Protection One's capital structure and potential financing and
refinancing alternatives;

         (d)      review and evaluate, in consultation with members of
management, strategies to reduce the amount of Protection One's outstanding
debt; and

         (e)      render such other similar or related financial and advising
services as may be requested from time to time by Protection One.

         During the period of Westar's engagement, Westar will continue to seek
and obtain information regarding developments affecting Protection One in an
effort to stay current with respect to Protection One's business, operations,
financial condition and prospects. In addition, Westar will be available at
Protection One's request to meet with members of Protection One's management to
discuss strategic and financial alternatives and their financial implications.

         As compensation for Westar's services hereunder, Protection One agrees
to pay Westar, in arrears within fifteen days following the end of each calendar
quarter beginning with the quarter ending March 31, 2002, an annual management
and financial advisory fee equal to .50 percent of Protection One's consolidated
total assets on the last day of the quarter.


Page 2

         Payment of the fees contemplated hereby shall entitle Protection One to
use of Westar's Cessna Citation VII plane, or another aircraft designated by
Westar if such plane is no longer owned by Westar or is otherwise unavailable,
for 140 hours of flight time in each twelve-month period after the date of this
Agreement, subject to the payment of operating costs for the plane for the
flight time actually used. Protection One may purchase additional hours of use,
subject to availability, at the same hourly rate Westar allocates internally for
use of the plane.

         The engagement of Westar under this letter agreement, and the payment
of the fees contemplated hereby, will continue so long as Westar owns at least a
majority of Protection One's outstanding capital stock.

         In connection with this engagement, Westar is acting as an independent
contractor and not in any other capacity, with duties owing solely to Protection
One. All aspects of the relationship created by this agreement shall be governed
by and construed in accordance with the laws of the State of Delaware,
applicable to contracts made and to be performed therein.

         Please confirm that the foregoing is in accordance with Protection
One's understanding by signing and returning to Westar the enclosed duplicate of
this letter.

                                            Very truly yours,

                                            WESTAR INDUSTRIES, INC.


                                            By: /s/ Paul R. Geist
                                                -----------------
                                                     Paul R. Geist
                                                     President


Accepted and agreed to as of the date first written above:

PROTECTION ONE, INC.


By: /s/ Richard Ginsburg
    --------------------
         Richard Ginsburg
         President and Chief Executive Officer


PROTECTION ONE ALARM MONITORING, INC.


By: /s/ Richard Ginsburg
    --------------------
         Richard Ginsburg
         President and Chief Executive Officer

EX-12.1

                                  EXHIBIT 12.1

                              PROTECTION ONE, INC.

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                 (IN THOUSANDS)



                                                                       PROTECTION ONE
                                                     ---------------------------------------------
                                                       Year Ended      Year Ended      Year Ended
                                                        December        December        December
                                                        31, 2001        31, 2000        31, 1999
                                                     -------------   -------------   -------------
                                                                            
Earnings:
    Net loss                                         $     (86,048)  $     (57,171)  $     (80,736)
    Adjustments:
         Extraordinary (gain) loss                         (34,478)        (49,273)          1,691
         Consolidated provision for income taxes           (40,096)        (35,872)        (27,108)
         Fixed charges less interest income                 51,719          60,332          87,037
                                                     -------------   -------------   -------------

Earnings as adjusted (A)                                  (108,903)        (81,984)        (19,116)
                                                     =============   =============   =============

Fixed Charges:
    Interest on debt and capitalized leases                 50,947          59,322          84,691
    Amortization of deferred financing costs                   772           1,010           2,346
                                                     -------------   -------------   -------------

Fixed Charges (B)                                           51,719          60,332          87,037
                                                     =============   =============   =============

Ratio of earnings to fixed charges (A) divided by (B)        (2.11)          (1.36)          (0.22)

Deficiency of earnings to fixed charges                    160,622         142,316         106,153




                                                             PROTECTION ONE
                                                     -----------------------------
                                                       Year Ended      Year Ended
                                                        December        December
                                                        31, 1998        31, 1997
                                                     -----------------------------
                                                               
Earnings:
    Net loss                                         $     (17,833)  $     (42,315)
    Adjustments:
         Extraordinary (gain) loss                          (1,591)             --
         Consolidated provision for income taxes            (3,689)        (28,405)
         Fixed charges less interest income                 56,129          33,483
                                                     -------------   -------------

Earnings as adjusted (A)                                    33,016         (37,237)
                                                     =============   =============

Fixed Charges:
    Interest on debt and capitalized leases                 55,990          33,483
    Amortization of deferred financing costs                   139              --
                                                     -------------   -------------

Fixed Charges (B)                                           56,129          33,483
                                                     =============   =============

Ratio of earnings to fixed charges (A) divided by (B)         0.59           (1.11)

Deficiency of earnings to fixed charges                     23,113          70,720

EX-21.1

                                                                    EXHIBIT 21.1

PROTECTION ONE, INC.
EXHIBIT 21.1 - SUBSIDIARIES
DECEMBER 31, 2001



                              ENTITY                  JURISDICTION
                                                    
Protection One Alarm Monitoring, Inc.                  Delaware
     Network Multifamily Security Corporation          Delaware
     Security Monitoring Services, Inc.                Florida
     Protection One Canada                             Ontario
          Canguard, Inc.                               Ontario

EX-23.1

                                  EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Protection One, Inc.:

As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10-K of our report dated February 13, 2002, into the
Company's previously filed Registration Statement File Numbers 033-83494,
033-99220, 033-95702, 033-97542, 333-02828, 333-02892, 333-20245, 333-24493,
333-50383, 333-64021, 333-77295, 333-30328 and 333-40158.

Arthur Andersen LLP

Kansas City, Missouri,
March 27, 2002

EX-99.1

Exhibit 99.1

March 27, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20543

Arthur Andersen LLP has represented to Protection One, Inc. that with respect to
Arthur Andersen LLP's audit of the consolidated financial statements for
Protection One, Inc. as of and for the year ended December 31, 2001 the audit
was subject to Arthur Andersen's quality control system for the U.S. Accounting
and auditing practice to provide reasonable assurance that the engagement was
conducted in compliance with professional standards, that there was appropriate
continuity of Arthur Andersen personnel working on the audit, availability of
national office consultation, and availability of personnel at foreign
affiliates of Arthur Andersen to conduct the relevant portions of the audit.

                                  PROTECTION ONE, INC.

                                  By: /s/ Darius G. Nevin
                                      -------------------
                                      Darius G. Nevin
                                      Executive Vice President,
                                          Chief Financial Officer