SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-3526
A. Full title of the plan:
THE SOUTHERN COMPANY
EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
THE SOUTHERN COMPANY
270 Peachtree Street, NW
Atlanta, Georgia 30303
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
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Page
Exhibits 3
INDEPENDENT AUDITORS' REPORT 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002 AND 2001, AND FOR THE YEAR ENDED
DECEMBER 31, 2002:
Statements of Net Assets Available for Benefits 6
Statement of Changes in Net Assets Available for Benefits 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002 -
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) 13
Signature 17
NOTE: The accompanying financial statements have been prepared for the purpose
of filing with Department of Labor Form 5500. Supplemental schedules
required by 29 CFR 2520.103-10 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, other than the supplemental schedule listed
above, are omitted because of the absence of conditions under which they
are required.
- 2 -
EXHIBITS
23.1 - Consent of Deloitte & Touche LLP.
23.2 - Notice Regarding Consent of Arthur Andersen LLP.
99 - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
- 3 -
Deloitte & Touche LLP
Suite 1500
191 Peachtree St. NE
Atlanta, GA 30303-1924
Tel: (404)220-1500 Deloitte
& Touche
INDEPENDENT AUDITORS' REPORT
To the Employee Savings Plan Committee and
Participants in The Southern Company
Employee Savings Plan:
We have audited the accompanying statement of net assets available for benefits
of The Southern Company Employee Savings Plan (the "Plan") as of December 31,
2002, and the related statement of changes in net assets available for benefits
for the year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statement of the Plan as
of December 31, 2001 was audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on that financial statement in
their report dated April 26, 2002.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2002, and the changes in its net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic 2002
financial statements taken as a whole. The supplemental schedule listed in the
Table of Contents is presented for purposes of additional analysis and is not a
required part of the basic 2002 financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2002 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic 2002 financial
statements taken as a whole.
/s/Deloitte & Touche LLP
April 18, 2003
- 4 -
This is a copy of the audit report previously issued by Arthur Andersen LLP in
connection with the Plan's filing on Form 11-K for the year ended December 31,
2001. This audit report has not been reissued by Arthur Andersen LLP in
connection with the filing on Form 11-K. See Exhibit 23.2 for further
discussion.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Savings Plan Committee of
The Southern Company Employee Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN as of December 31, 2001 and 2000
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2001. These financial statements and the schedule
referred to below are the responsibility of the Committee in its capacity as
administrator of the Plan. Our responsibility is to express an opinion on these
financial statements and the schedule 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 and the
supplemental schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Southern
Company Employee Savings Plan as of December 31, 2001 and 2000 and the changes
in net assets available for benefits for the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets (held at end of
year) is presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is supplementary information required
by the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/Arthur Andersen LLP
Atlanta, Georgia
April 26, 2002
- 5 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------
2002 2001
ASSETS:
Investments, at fair value $2,590,423,502 $2,752,526,215
--------------- --------------
Receivables:
Due from broker for securities sold 1,693,650 6,227,564
Accrued interest 775,871 733,339
-------- -------
Total receivables 2,469,521 6,960,903
CASH 1,484,980 439,749
---------- -------
NET ASSETS AVAILABLE FOR BENEFITS $2,594,378,003 $2,759,926,867
=============== ==============
See notes to financial statements.
- 6 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
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ADDITIONS:
Investment income - Interest and dividends $ 101,532,729
-------------
Contributions:
Participants' 102,282,706
Participants' rollovers 1,781,781
Employer's 52,609,684
-------------
Total contributions 258,206,900
Transfer from The Southern Company Performance
Sharing Plan 19,118,865
-------------
Total additions 277,325,765
-------------
DEDUCTIONS:
Investment loss - Net depreciation in fair value of investments (286,606,693)
Benefits paid to participants (156,147,370)
Administrative expenses (120,566)
-------------
Total deductions (442,874,629)
-------------
NET DECREASE (165,548,864)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,759,926,867
-------------
End of year $2,594,378,003
==============
See notes to financial statements.
- 7 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001, AND FOR THE YEAR ENDED DECEMBER 31, 2002
-------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of The Southern Company Employee Savings Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the plan document for more complete
information.
General - The Plan is a defined contribution plan administered by The
Southern Company Employee Savings Plan Committee (the "Committee"), as
designated in the Plan. The Plan covers substantially all employees,
certain former employees, and retirees of the following subsidiaries of
Southern Company (the "Company"): Alabama Power Company, Georgia Power
Company, Gulf Power Company, Mississippi Power Company, Savannah Electric
and Power Company, Southern Communications Services, Inc., Southern
Company Energy Solutions LLC, Southern Company Services, Inc., and
Southern Nuclear Operating Company, Inc. (collectively referred to as the
"Employing Companies"). Effective April 2001, Southern Energy Resources,
Inc. was removed as an employing company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
The Southern Company Performance Sharing Plan Merger - In May 2002, the
Company's Board of Directors approved a resolution to merge The Southern
Company Performance Sharing Plan into the Plan. Assets of The Southern
Company Performance Sharing Plan of $19,118,865 were transferred during
June 2002.
Plan Administration - The trustee and recordkeeper of the Plan are Merrill
Lynch Trust Company, FSB (the "Trustee") and Merrill Lynch, Pierce, Fenner
& Smith, Inc., respectively.
Participation - Eligible employees may elect to participate in the Plan
immediately after the employee's first day of employment as an eligible
employee or as soon as administratively practicable thereafter. Prior to
January l, 2001, participation in the Plan was voluntary after completing
12 months of continuous service.
Contributions - Participants could, prior to June 21, 2002, elect to
contribute, on a before-tax or after-tax basis, up to 16% of their
eligible compensation, as defined by the Plan. Effective June 21, 2002,
the Plan was amended to provide that a participant may elect to contribute
up to 25% (12% before-tax and 3% after-tax for highly compensated
employees) of eligible compensation, as defined by the Plan. Participants
may change the percentage of their contributions at any time.
The Employing Companies' contributions ("Employer Matching Contributions")
are discretionary and determined by the Board of Directors of Southern
Company Services, Inc. on an annual basis. For the year ended December 31,
2002, the Employing Companies contributed, on behalf of the participants,
an amount equal to 75% of each participant's contribution, up to 6% of
eligible compensation. The Board of Directors reserves the right to
discontinue or change the Employer Matching Contributions at any time;
however, they have not expressed any intent to do so at the present time.
Contributions are subject to certain Internal Revenue Code limitations.
Participants may also contribute by rolling over to the Plan amounts
representing distributions from other qualified defined benefit, defined
contribution plans or eligible individual retirement accounts.
- 8 -
Participant Accounts - Individual accounts are maintained for each plan
participant. Each participant's account is credited with the participant's
contribution, the Employer Matching Contributions, and allocations of plan
earnings, and charged with any withdrawals and allocations of plan losses
and administrative expenses. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
Investment Options - Participants' contributions may be invested in 1%
increments into any of the investment options offered by the Plan. The
Plan offers a participant-directed brokerage account that allows
participants to purchase publicly traded securities. Participants may
change their investment options at any time, with the following
exceptions:
Employer Matching Contributions are made by the Employing Companies in
shares of the Company's stock. Prior to July 12, 2002, participants could
elect at any time on or after the fifth anniversary of their enrollment in
the Plan to redirect their investment in Employer Matching Contributions
of up to 50% to any other investment option. Effective July 12, 2002, the
Committee eliminated the five-year participation rule as well as the 50%
rule, regarding fund transfers from the Employer Matching Contributions.
Participants may have Mirant Corporation common stock in their Plan
accounts as a result of Southern Company's spin-off of Mirant Corporation
in April 2001. In that spin-off, Plan participants with Southern Company
common stock in their accounts received a dividend in the form of Mirant
Corporation common stock. The investment is held in the Mirant Corporation
Stock Fund.
Participants who received Mirant Corporation common stock in the spin-off
were given five years (until July 1, 2006) to liquidate the Mirant
Corporation Stock Fund and reinvest the proceeds in one of the investment
options permitted under the Plan. The Plan has never permitted additional
investments into the Mirant Corporation Stock Fund beyond the shares that
participants received as a dividend in the spin-off. The spin-off did not
impact the number of Southern Company shares held in the participants'
accounts.
Vesting - Participants are immediately vested in their accounts.
Participant Loans - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000 or 50% of their account
balances, whichever is less. The loans are secured by the balance in the
participant's account and bear interest at rates commensurate with
prevailing rates as determined by the plan administrator.
Payment of Benefits - Upon retirement, a participant may elect to receive
either a lump-sum amount equal to the value of the participant's vested
interest in his or her account, or annual installments over a twenty-year
period. On termination of service due to death, disability, or for other
reasons, a participant may receive the value of the vested interest in his
or her account as a lump-sum distribution.
Each participant may elect to receive a cash distribution of all or a
portion of the dividends payable on the shares of Southern Company common
stock credited to the participant's account as of the record date of the
dividend. The dividends payable on the shares of Southern Company common
stock credited to the account of a participant who does not elect to
receive a cash distribution shall be invested into the Plan. Payments of
the cash distributions for dividends payable shall be made as soon as
administratively practicable after the payable date of the dividend but no
later than 90 days after the end of the plan year, which includes such
payable date. A participant's election to receive cash distributions of
dividends payable on Southern Company common stock shall be revoked
automatically upon his/her death.
- 9 -
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America.
Risks and Uncertainties - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits and
changes therein. Actual results could differ from those estimates. The
Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with
certain investment securities, including common stock of Southern Company
and Mirant Corporation, it is reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the financial
statements.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value except for its benefit-responsive investment
contract, the Merrill Lynch Retirement Preservation Trust, which is valued
at contract value. Quoted market prices are used to value investments.
Shares of mutual funds and common collective trust funds are valued at the
net asset value of shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Administrative Expenses - Southern Company Services and its affiliated
companies normally pay the Trustee's fees and other administrative costs.
Brokerage commissions, transfer taxes, and any other expenses resulting
from purchases and sales of securities within investment funds will be
charged to the various investment funds. Commissions on individual
securities traded through the self direct option will be charged to the
participant making the trade.
In addition, for Company matching contributions, investment management
fees for all funds, except Company stock and Mirant stock, are deducted
from fund earnings. For employee contributions, investment management fees
for the Merrill Lynch Retirement Preservation Trust, Merrill Lynch Equity
Index Trust, and Merrill Lynch Aggregate Bond Index are paid by the
Company and investment management fees for all other funds are deducted
from fund earnings.
3. INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2002 and 2001 are as
follows:
2002 2001
--------------------------------- ------------------
Number of Fair Fair
Shares Value Value
Southern Company common stock - participant-directed 55,283,174 $ 1,569,489,293 $ 731,119,632
Southern Company common stock - nonparticipant-directed - - 702,944,786
Merrill Lynch Equity Index Trust 5,150,783 332,843,574 348,046,763
Merrill Lynch Retirement Preservation Trust 346,635,638 346,635,638 223,720,891
Mirant Corporation common stock * * 358,182,470
*Investment does not exceed 5% of net assets available for benefits as of
December 31, 2002
- 10 -
During the year ended December 31, 2002, the Plan's investments (including
gains and losses on investments bought and sold as well as held during the
year) depreciated in value as follows:
Mutual funds $ (63,640,714)
Common stock (157,990,192)
Common collective trust funds (64,975,787)
--------------
Total $(286,606,693)
==============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to Southern Company common stock
(nonparticipant-directed) as of December 31, 2002 and 2001 and for the
year ended December 31, 2002 are as follows:
Changes in net assets:
Contributions $ 26,253,679
Dividends 18,327,781
Net appreciation in fair value of Southern Company common stock
(nonparticipant-directed) 25,957,713
Benefits paid to participants (34,268,913)
Transfers to/from participant-directed investments, net (739,215,046)
-------------
Net change (702,944,786)
Southern Company common stock (nonparticipant-directed):
Beginning of year 702,944,786
-----------
End of year $ -
============
As discussed in Note 1, effective July 12, 2002, all restrictions on
investment options for participants were eliminated.
5. RELATED-PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds and units of common
collective trust funds managed by Merrill Lynch Trust Company FSB. Merrill
Lynch Trust Company FSB is the trustee as defined by the Plan and,
therefore, these transactions qualify as party-in-interest transactions.
Fees paid by the Plan for investment management services were included as
a reduction of the return earned on each fund.
At December 31, 2002 and 2001, the Plan held 55,283,174 and 56,570,589
shares, respectively, of common stock of Southern Company, the sponsoring
employer, at a fair value of $1,569,489,293 and $1,434,064,418,
respectively, with a cost basis of $856,386,083 and $721,382,989,
respectively. During the year ended December 31, 2002, the Plan recorded
related dividend income of $74,961,697.
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event that the Plan is terminated, participants are already 100% vested in
their accounts.
- 11 -
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated January 31, 2003, that the Plan and related trust were
designed in accordance with the applicable regulations of the Internal
Revenue Code. The Plan has been amended since receiving the determination
letter; however, the Company and the plan administrator believe that the
Plan is currently designed and operated in compliance with the applicable
requirements of the Internal Revenue Code and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
8. RECONCILIATION TO FORM 5500
The net assets of the Plan's funds available for benefits at December 31,
2002 and 2001 include $1,041,109 and $583,756, respectively, for
participants who had requested distributions from their accounts but had
not yet been paid at year-end. These amounts are reflected as benefit
claims payable and are included in benefit payments to participants or
beneficiaries in the Form 5500 for the Plan for the years ended December
31, 2002 and 2001.
The following are reconciliations of net assets available for benefits,
benefits payable to participants, and benefits paid to participants per
the financial statements to the Form 5500 as of December 31, 2002 and 2001
and for the year ended December 31, 2002:
2002 2001
Net assets available for benefits per the financial statements $ 2,594,378,003 $ 2,759,926,867
Benefits payable to participants (1,041,109) (583,756)
--------------- ---------------
Net assets available for benefits per Form 5500 $ 2,593,336,894 $ 2,759,343,111
=============== ===============
Benefits payable to participants per the financial statements $ - $ -
Benefits payable to participants 1,041,109 583,756
-------------- --------------
Benefits payable to participants per Form 5500 $ 1,041,109 $ 583,756
============== ==============
Benefits paid to participants per the financial statements $ 156,147,370
Benefits payable to participants:
Beginning of year (583,756)
End of year 1,041,109
--------------
Benefits paid to participants per Form 5500 $ 156,604,723
==============
******
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THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2002
-------------------------------------------------------------------------------
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor, or Similar Party Par or Maturity Value Cost Value
Vintage Petroleum Inc. Common stock ** $ 10,618
Washington Mutual Inc. Common stock ** 2,983
XM Satelite Radio Holdings A Common stock ** 35,060
Wal-Mart Stores Inc. Common stock ** 8,883
Williams Companies Del. Common stock ** 3,275
Xerox Corp. Common stock ** 977
Yahoo Inc. CAL Common stock ** 8,431
Worldcom Inc. Common stock ** 790
WebMD Common stock ** 5,026
Wachovia Corp. New Common stock ** 963
ICTS International NV NV USD Common stock ** 3,576
Calpine Corp. Common stock ** 2,698
Citigroup Inc. Common stock ** 9,790
Check Point Software Tech. Common stock ** 6,071
Chicos Fas Inc. Common stock ** 5,413
Circuit City Stores Inc. Common stock ** 2,399
Cisco Systems Inc. Common stock ** 60,501
Coca Cola Bottling Cons. Common stock ** 14
The Coca-Cola Co. Common stock ** 8,914
Concurrent CMPTR CP New Common stock ** 2,664
Dollar Tree Stores Inc. Common stock ** 4,595
Dynegy Inc. New Common stock ** 9,623
Dell Computer Corp. Common stock ** 48,024
Abbott Labs Common stock ** 5,095
Ishares T DJ US HLTHCR S Common stock ** 4,935
International Business Machines Common stock ** 7,595
Juniper Networks Inc. Common stock ** 5,494
JDS Uniphase Corp. Common stock ** 7,749
Johnson and Johnson Common stock ** 954
Sun Microsystems Inc. Common stock ** 14,610
Teco Energy Inc. Common stock ** 79
Tenet Healthcare Corp. Common stock ** 5,471
Teva Pharmaceutical INDS ADR Common stock ** 5,121
Tyco Intl LTD New Common stock ** 17,153
Take Two International Software Common stock ** 5,211
Tivo Inc. Delaware Common stock ** 2,273
Toll Bros. Inc. Common stock ** 20,019
SYS SVCS Inc. Common stock ** 2,449
- 13 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR) (Continued)
DECEMBER 31, 2002
-------------------------------------------------------------------------------
Description of Investment,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor, or Similar Party Par or Maturity Value Cost Value
United Rentals Inc. Common stock ** $ 21,772
First Financial Fund Common stock ** 982
Genetronics Biomed Corp. Common stock ** 60
General Electric Common stock ** 31,755
Healthsouth Corporation Common stock ** 1,356
Heinz H J Co. Common stock ** 9,958
Home Depot Inc. Common stock ** 58,982
Ballard Power SYS Common stock ** 4,732
Beazer Homes USA Inc. Common stock ** 2,327
Barrick Gold Corporation Common stock ** 7,633
Broadcom Corp. CALF CL A Common stock ** 32
Brocade Communications Systems Common stock ** 31
BellSouth Corp. Common stock ** 5
Best Buy Co. Inc. Common stock ** 17,622
Boston Scientific Corp. Common stock ** 3,231
Bristol-Myers Squibb Co. Common stock ** 3
CMGI Inc. Common stock ** 187
Mirant Corp. COM Common stock ** 77,247
Mirant Corp. Common stock ** 38,033,244
McDonalds Corp. Common stock ** 6,290
Krispy Kreme Doughnuts Common stock ** 5,010
Lucent Technologies Inc. Common stock ** 3,196
Laboratory CP America Holdings Common stock ** 23,594
Lannett Co. Inc. Del. Common stock ** 8,873
Liz Claiborne Inc. Common stock ** 16
Lowe's Companies Inc. Common stock ** 27,813
Movie Gallery Inc. Common stock ** 8,213
Millenium Pharms Inc. Common stock ** 896
Marvel Enterprises Inc. Common stock ** 10,422
Americredit Corp. Common stock ** 23,134
Amer Intl Group Inc. Common stock ** 5,852
Analog Devices Inc. Common stock ** 4,964
Anheuser Busch Cos. Inc. Common stock ** 1,700
Applied Material Inc. Common stock ** 9,760
Micron Technology Inc. Common stock ** 32
Motorola Inc. Common stock ** 4,206
Nvidia Common stock ** 5,189
Netflix Com. Inc. Common stock ** 1,951
Nokia Corp. Common stock ** 34
- 14 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR) (Continued)
DECEMBER 31, 2002
--------------------------------------------------------------------------------
Description of Investment,
Including Maturity Date,
Identity of Issuer, Borrower, Rate of Interest, Collateral, Current
Lessor, or Similar Party Par or Maturity Value Cost Value
Norfolk Southern Corp. Common stock ** $ 7,272
PPG Industries Inc. Common stock ** 10,064
Plug Power Inc. Common stock ** 4,256
Activision Inc. Common stock ** 4,750
Pfizer Inc. Del. Common stock ** 4,876
Phillip Morris Cos. Inc. Common stock ** 5,139
Royal Dutch Pet NY SHS Common stock ** 4,955
Range Resources Corp. Del. Common stock ** 5,400
Research in Motion LTD Common stock ** 10
Siebel Sys Inc. Common stock ** 32
Scientific Atlanta Common stock ** 14,249
Select Comfort Corp. Common stock ** 2,548
Spanish BDCSTG SYS A New Common stock ** 7,268
* Southern Company Common stock ** 1,569,489,293
Delta Airlines Inc. Common stock ** 15
Dollar General Corp. Common stock ** 6,102
Duke Energy Corp. NC Common stock ** 6,087
EMC Corporation MASS Common stock ** 73,984
Energy Partners LTD Common stock ** 10,700
Agilent Technologies Common stock ** 33
AT&T Wireless Services Common stock ** 3,450
Enerplus Common stock ** 131
Freds Inc. CL A Common stock ** 6,247
Fuelcell Energy Inc. Common stock ** 4,446
Forward Air Corp. Common stock ** 19,420
FleetBoston Financial Corp. Common stock ** 9,966
Ford Motor Company Common stock ** 3,271
Anglogold LTD Common stock ** 513
Davis NY Venture Fund (Class A) Mutual fund ** 77,508
Van Kampen Equity & Income Fund Mutual fund ** 30,898
Lord Abbett Affiliated Fund Mutual fund ** 44
Evergreen Intl. Growth Fund (Class A) Mutual fund ** 20,736
MFS Value Fund (Class A) Mutual fund ** 11,144
Mainstay Convertible Fund (Class A) Mutual fund ** 994
Lord Abbett Mid Cap Value Fund (Class P) Mutual fund ** 3,072
Phoenix-Seneca Mid Cap Edge Fund Mutual fund ** 3,551
Ariel Fund Mutual fund ** 28,623
Templeton Growth Fund Mutual fund ** 24,820
ING Precious Metals Fund (Class A) Mutual fund ** 14,168
- 15 -
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR) (Continued)
DECEMBER 31, 2002
--------------------------------------------------------------------------------
Description of Investment,
Including Maturity Date,
Identity of Issuer, Borrower, Rate of Interest, Collateral, Current
Lessor, or Similar Party Par or Maturity Value Cost Value
* Merrill Lynch Natural Resources Trust A Fund Mutual fund ** $ 9,756
* Merrill Lynch Equity Income Fund (Class A) Mutual fund ** 983
* Merrill Lynch Global Allocation Fund (Class A) Mutual fund ** 16,383
Calvert Income Fund Mutual fund ** 2,024
Ariel Appreciation Fund Mutual fund ** 8,734
Oppenheimer Global Growth Fund Mutual fund ** 37
Franklin Income Fund Mutual fund ** 32,925
* Merrill Lynch Small Cap Value Fund (Class A) Mutual fund ** 53,157
* Merrill Lynch Intl Index Plus Trust Goal Manager Fund Mutual fund ** 10,453,570
* Merrill Lynch Aggregate Bond Index Trust Fund Mutual fund ** 31,689,928
* Merrill Lynch Aggregate Bond Index Trust Fund Mutual fund ** 21,955,922
Franklin Small - Mid Cap Growth Fund (Class A) Mutual fund ** 46,149
Davis SER Inc Real Estate Fund (Class A) Mutual fund ** 11,928
PIMCO Real Return Bond Fund (Class A) Mutual fund ** 27,001
Van Kampen Utility Fund (Class A) Mutual fund ** 4,986
Dreyfus Premier Balance Fund (Class A) Mutual fund ** 1,001
Phoenix Real Estate SECS Fund Mutual fund ** 13,316
AIM Blue Chip Fund (Class A) Mutual fund ** 15,396
EV Worldwide Health Sciences Fund Mutual fund ** 2,449
Ivy Global Natural Reserve Fund (Class A) Mutual fund ** 13,472
Mercury Intl Value Fund (Class I) Mutual fund ** 4,469
PIMCO Total Return - Fund (Class A) Mutual fund ** 45,035
AIM Real Estate Fund (Class A) Mutual fund ** 503
Putnam Growth Opportunities Fund (Class A) Mutual fund ** 13,019
Loomis Sayles Small Cap Fund (Administrative Class) Mutual fund ** 12,045
Nations Convertible Securities Investments Fund (Class A) Mutual fund ** 3,484
One Group Short Term Bond Fund (Class A) Mutual fund ** 10,276
Lord Abbett Small Cap Value Fund Mutual fund ** 46
Hotchkiss & Wiley Mid Cap Value Fund (Class A) Mutual fund ** 3,000
Neuberger Berman Fasciano Fund (Class A) Mutual fund ** 5,036
* Merrill Lynch Small Cap Index Plus Trust Fund Mutual fund ** 114,114,875
* Merrill Lynch Small Cap Index Plus Trust Fund GoalMaster Mutual fund ** 4,591,886
* Merrill Lynch Intl. Index Plus Trust Fund Mutual fund ** 16,412,677
* Merrill Lynch Preservation Trust GoalManager Fund Common collective trust ** 5,482,958
* Merrill Lynch Index Trust III Fund Common collective trust ** 332,843,574
* Merrill Lynch Index Trust III - GoalMaster Fund Common collective trust ** 23,447,050
* Merrill Lynch Retirement Preservation Trust Fund Common collective trust ** 346,635,638
Duke Power Company Preferred stock ** 46
Participants Loans to participants, ** 73,750,932
----------
with interest rates ranging
from 4.25% to 11.5%
Total investments $ 2,590,423,502
===============
* Party-in-interest.
** Cost information is not required for participant-directed investments and,
therefore, is not included.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Southern Company Employee Savings Plan Committee has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
THE SOUTHERN COMPANY
EMPLOYEE SAVINGS PLAN
/s/Ellen N. Lindemann
Ellen N. Lindemann, Chairperson
The Southern Company Employee
Savings Plan Committee
June 26, 2003
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