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, 2000
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
FORM 11-K
DECEMBER 31, 2000
TABLE OF CONTENTS
Page No.
Exhibits 3
Report of Independent Public Accountants 4
Statements of Net Assets Available for Plan Benefits,
as of December 31, 2000 and 1999 5
Statements of Changes in Net Assets Available for Plan Benefits,
for the years ended December 31, 2000 and 1999 6
Notes to Financial Statements and Schedule 7
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2000 14
Signature 16
Consent of Independent Public Accountants 17
2
EXHIBITS
A - Consent of Independent Public Accountants. (Contained herein at Page 17.)
3
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 plan
benefits of The Southern Company Employee Savings Plan as of December 31, 2000
and 1999 and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements and the schedule
referred to below are the responsibility of the Savings Plan Committee in its
capacity as administrator of the Plan. Our responsibility is to express an
opinion on these financial statements and 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. An audit
also includes assessing the accounting principles used and significant estimates
made by the Administrator 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 plan benefits of the Plan as
of December 31, 2000 and 1999 and the changes in net assets available for plan
benefits for the years then ended 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
June 1, 2001
4
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 2000 and 1999
2000 1999
---------------- ----------------
Cash $ 439,749 $ 439,749
Investments, at fair value 2,784,203,452 2,308,848,987
Receivables:
Pending Trades 6,411,796 4,223,987
Accrued Interest 616,252 445,631
---------------- ----------------
7,028,048 4,669,618
---------------- ----------------
Net assets available for plan benefits $ 2,791,671,249 $ 2,313,958,354
================ ================
The accompanying notes are an integral part of these financial statements.
5
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31, 2000 and 1999
2000 1999
----------------- ------------------
Additions to net assets attributed to:
Investment Income (Loss):
Interest and Dividends $ 111,068,830 $ 98,494,963
Net Appreciation (Depreciation) in Fair Value of Investments 464,542,549 (196,212,345)
----------------- ------------------
Total 575,611,379 (97,717,382)
----------------- ------------------
Contributions:
Participants' 98,029,688 93,568,620
Employer's 49,200,627 46,115,270
----------------- ------------------
Total 147,230,315 139,683,890
Total additions 722,841,694 41,966,508
----------------- ------------------
Deductions from net assets attributed to:
Benefits Paid to Participants or Beneficiaries 245,052,143 151,513,854
Administrative Fees 76,656 93,403
Other - 17,989
----------------- ------------------
Total deductions 245,128,799 151,625,246
----------------- ------------------
Net increase (decrease) 477,712,895 (109,658,738)
Net assets available for plan benefits:
BEGINNING OF YEAR 2,313,958,354 2,423,617,092
----------------- ------------------
----------------- ------------------
END OF YEAR $ 2,791,671,249 $ 2,313,958,354
================= ==================
The accompanying notes are an integral part of these financial statements.
6
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 2000 AND 1999
1. Description of the Plan
The following description of The Southern Company Employee Savings Plan (the
"Plan") provides only general information. Participants should refer to the plan
document or the summary plan description for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution plan administered by The Southern Company
Employee Savings Plan Committee (the "Committee"), as designated in the Plan.
Effective January 1, 1999, the Plan was amended to also be an employee stock
ownership plan. The Plan covers substantially all employees, certain former
employees and retirees of the following subsidiaries of Southern 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, Inc., Southern Company
Services, Inc., Southern Energy Resources, Inc., and Southern Nuclear Operating
Company, Inc. (collectively referred to as the "Employing Companies"). The
trustee and recordkeeper of the Plan are Merrill Lynch Trust Company of Florida
(the "Trustee") and Merrill Lynch, Fenner & Smith, Inc., respectively. The Plan
is subject to the provisions of the Employment Retirement Income Security Act of
1974 ("ERISA"), as amended.
Effective January 1, 1999, the Company adopted Statement of Position ("SOP")
99-3, "Accounting for and reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters." SOP 99-3 establishes new disclosure
requirements for defined contribution plans.
Participation and Contributions
Participation in the Plan is voluntary after completing 12 months of continuous
service. (However, this was changed effective January 1, 2001. See Note 7.)
Participants may elect to contribute, on a pre-tax or after-tax basis, up to 16
percent of their eligible compensation, as defined by the Plan. Contributions
may be invested in one-percent increments totaling, but not exceeding, 100
percent into any of the investment options offered by the Plan. A participant
may change the percentage of his contribution at any time. The change becomes
effective immediately and is generally reflected on the participant's next
paycheck.
The Employing Companies' contributions ("Employer Matching Contribution") are
discretionary and determined by the Southern Company Board of Directors on an
annual basis. These contributions are made by the Employing Companies in shares
of the Company stock. A participant may elect at any time on or after the fifth
anniversary of his enrollment in the Plan to redirect his investment in Employer
Matching Contributions of up to 50 percent to any other investment option. For
the years ended December 31, 2000 and 1999, the Employing Companies contributed,
on behalf of the Participants, an amount equal to 75 percent of the
participant's contribution not to exceed 6 percent of his eligible compensation.
The Board of Directors reserves the right to discontinue or change the Employer
Matching Contribution at any time; however, they have not expressed any intent
to do so at the present time.
7
As of December 31, 2000, the Plan provided the following investment options:
o Brinson U.S. Equity Fund
o Davis New York Venture Fund
o Davis Real Estate Fund
o Franklin Small Cap Growth Fund
o GAM Global Fund
o GAM International Fund
o Loomis Sayles Small Cap Value Fund
o Mellon Balanced Portfolio
o Mercury HW International Value Fund
o Merrill Lynch Equity Index Trust
o Merrill Lynch Global Allocation Fund
o Merrill Lynch Retirement Preservation Trust
o Merrill Lynch Small Cap Value Fund
o MFS Massachusetts Investors Trust
o PIMCO Total Return Fund
o Putnam Growth Opportunities Fund
o Seligman High Yield Bond Fund
o Southern Company Common Stock
The Plan also provides four model portfolios of funds known as GoalManager Model
Portfolios, composed of mutual funds and a common collective trust from the
investment options listed above. The GoalManager Model Portfolios consist of a
conservative, moderate, moderate to aggressive, and aggressive investment
portfolio.
Effective February 1, 2000, the Merrill Lynch Growth Fund was removed from the
Plan's investment options and replaced with the Putnam Growth Opportunities
Fund. Participant balances in the Merrill Lynch Growth Fund were automatically
transferred to the Putnam Growth Opportunities Fund unless participants elected
to transfer their balances to any of the remaining investment options. Effective
July 1, 2000, the Merrill Lynch Special Value Fund name was changed to the
Merrill Lynch Small Cap Value Fund, and the Hotchkis & Wiley International Fund
name was changed to the Mercury HW International Value Fund.
Participant Accounts
Each participant's account is credited with the participant's contributions,
allocations of Employer Matching Contributions and his share of the Plan's
income (loss) less any related administrative expenses.
Vesting
Participants are immediately vested in the value of their contributions,
Employer Matching Contributions, and actual earnings (losses) thereon.
Participant Loans
Participants may borrow a minimum of $1,000 up to a maximum equal to the lesser
of $50,000 or 50 percent of his account balance. Only two general-purpose loans
and one residential loan may be outstanding concurrently. Loan terms may not be
less than 12 months nor more than 58 months for a general-purpose loan or up to
15 years for a residential loan. Loans are secured by the balance of the
participant's account and bear interest at a fixed rate over the life of the
loan. Loan repayments are made in substantially equal payroll deductions
8
amortized over the term of the loan. Participants may also elect to repay an
outstanding loan in full with a personal check (if less than $500), a cashier's
check or money order.
Withdrawals and Distributions
Upon retirement, a participant may elect to receive a lump-sum distribution or
up to 20 annual installments provided the installments do not extend beyond the
participant's life expectancy. Under certain conditions of financial emergency,
the Committee may accelerate the payment time of a portion or all of the
remaining installments. In addition, a participant who has retired, become
disabled or separated from service may elect to leave all his funds in the Plan
until mandatory distributions begin at age 70 1/2.
Upon termination of employment for any reason, the value of a participant's
account will be distributed in a single cash lump sum if one of the following
circumstances exist:
o the vested amount in the account is $5,000 or less;
o the participant elects to receive this type of distribution; or
o the termination of service is due to disability, death or separation of
service from the Employing Companies.
If the distribution is made after a participant's death and a beneficiary was
not named or if the beneficiary has predeceased the participant, his account
will be distributed, in preferential order to the following:
o his surviving spouse,
o his surviving children (equally),
o his surviving parents (equally),
o his surviving brothers and sisters (equally),
o his executors or administrators.
A participant may elect routine withdrawals from his account in the following
order:
o pre-1987 after-tax contributions (excluding earnings),
o other after-tax contributions, (including earnings)
o rollover contributions (including earnings)
o if the participant has participated in the Plan for at least 60 months,
up to 50 percent of Employer Matching Contributions,
o if the participant has not attained age 59 1/2, pretax contributions
(excluding earnings for plan years beginning after 1999) if the
participant has incurred a financial hardship, and
o if the participant has attained age 59 1/2, or has separated from
service, pre-tax contributions (including earnings).
In order to withdraw pre-tax contributions, the participant must attain the age
of 59 1/2, separate from service, or establish that a financial hardship
situation exists.
All distributions will be made in cash; however, a participant may elect to
receive Southern Company common stock ("Common Stock") distributions in shares
of stock.
Effective January 1, 1999, each participant may elect to receive a cash
distribution of all or a portion of the dividends payable on the shares of
Common Stock credited to the participant's account as of the record date of the
9
dividend. The dividends payable on the shares of 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 Common Stock shall be revoked
automatically upon his death.
Rollovers from Other Plans
An eligible employee who was hired or rehired after April 1, 1997, and has
received a distribution of his interest in a qualified retirement plan of a
former employer, may elect to deposit all or any portion of the eligible amount
of such distribution as a rollover contribution to the Plan during his first 12
months of employment. Effective January 1, 2000, an eligible employee may make a
rollover contribution to the Plan up to 18 months after his date of employment
or reemployment.
Plan Termination
Although the Company has not expressed any intent to do so, it has the right to
amend, terminate or otherwise modify the Plan at any time solely at the
discretion of the Southern Company Board of Directors. In the event of Plan
termination, each participant's account shall be distributed to the participant
in a non-discriminatory manner, as soon as practicable.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements were prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates. Investment
securities, in general, are exposed to various risks, including credit,
interest, and overall market volatility risks. Due to the level of risk
associated with certain investment securities, it is possible that changes in
values of investment securities will occur and that such changes could
materially affect the amount reported in the statements of net assets available
for plan benefits.
Administrative Expenses
The Employing Companies normally pay trustee fees related to the administration
of the Plan. Brokerage commissions, transfer taxes, and any other expenses
resulting from the purchases and sales of securities are charged to the various
investment funds. For Employer Matching Contributions, investment management
fees for all investment options except Southern Company Common Stock are
deducted from fund earnings. For pre-tax and after-tax participant
contributions, investment management fees for the Merrill Lynch Retirement
Preservation Trust, the Merrill Lynch Equity Index Trust and the Mellon Balanced
Portfolio are paid by the Company, and investment management fees for all other
funds are deducted from fund earnings.
10
Investments
Investments in marketable securities are valued at quoted market prices.
Investments in common/collective trusts are stated at the fair value of the
underlying assets held by the fund, except for benefit-responsive investment
contracts included in the Merrill Lynch Retirement Preservation Trust, which are
carried at contract value (cost plus accrued interest) which approximates fair
value. Purchases and sales of investments are recorded on their trade dates.
Interest income is accrued as earned; dividends are recorded as income on the
ex-dividend date.
Net Appreciation (Depreciation)
The Plan presents in the Statements of Changes in Net Assets Available for Plan
Benefits the net appreciation (depreciation) in the fair value of its
investments which consist of the realized gains and losses and the unrealized
appreciation and depreciation of those investments.
3. Investments
The fair market values of individual assets which represent 5 percent or more of
the Plan's net assets as of December 31, 2000 and 1999 are as follows:
2000 1999
---- ----
Southern Company Common Stock-participant-directed $ 861,239,103 $ 657,510,553
Southern Company Common Stock-nonparticipant-directed 890,728,647 689,758,635
Merrill Lynch Equity Index Trust 322,553,206 365,923,377
Merrill Lynch Retirement Preservation Trust 174,686,957 142,497,693
Mellon Balanced Portfolio N/A 169,349,878
During the years ended December 31, 2000 and 1999, the Plan's investments
(including gains and losses on investments bought and sold, as well as held
during the years) appreciated/(depreciated) in value as follows:
2000 1999
---- ----
Mutual Funds $ (43,514,920) $ 34,723,912
Common Stock 540,191,427 (308,446,218)
Common/Collective Trusts (32,133,958) 77,509,961
----------- ----------
Total $ 464,542,549 $(196,212,345)
=========== ===========
4. NonParticipant-Directed Funds
Information about the net assets and the significant components of the changes
in net assets relating to Southern Company Common Stock (nonparticipant-directed
investments) as of December 31, 2000 and 1999 and for the years then ended are
as follows:
2000 1999
---- ----
Net Assets:
Common Stock $ 890,728,647 $ 689,758,635
============= =============
Changes in Net Assets:
Contributions 49,200,627 46,115,270
Interest and Dividends 38,013,761 53,938,068
Net appreciation (depreciation) in fair value of Company Stock 275,225,018 (174,788,336)
Benefits paid to participants (108,875,071) (76,996,559)
Transfers to participant-directed investments (52,594,323) (6,380,474)
------------ -----------
$ 200,970,012 $ (158,112,031)
============= ==============
11
5. Tax Status
The Plan received a determination letter dated February 24, 2000 from the
Internal Revenue Service which states that the Plan, as amended through December
20, 1999, is in compliance with Section 401 (a) and applicable subsections of
Section 410 (b) of the Code as of that date. The Plan has since been amended;
however, in the opinion of the Company's management, the Plan is currently
operating in compliance with applicable provisions of the Code. Therefore, the
Plan administrator believes that the Plan was qualified and the related trust
was tax-exempt as of December 31, 2000 and 1999. Accordingly, no provision for
income taxes has been made in the accompanying financial statements. Employer
contributions and income of the Plan are not taxable to participants until
withdrawals or distributions are made.
6. Reconciliation to Form 5500
The net assets of the Plan's funds available for benefit at December 31, 2000
and 1999 includes $955,834 and $449,289, 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 Form 5500 for the Plan
for the years ended December 31, 2000 and 1999. The following table reconciles
the Form 5500 to the financial statements as of and for the years ended December
31, 2000 and 1999:
Net Assets Available
Benefits Distributions for Plan Benefits
-------------------------------------------
Payable to Participants 2000 1999
------- --------------- ---- ----
Per financial statements $ - $ 245,052,143 $ 2,791,671,249 $ 2,313,958,354
Accrued benefit payments 955,834 955,834 (955,834) (449,289)
Reversal of 1999 accrual
for benefit payments - (449,289) - -
Per Form 5500 $ 955,834 $ 245,558,688 $ 2,790,715,415 $ 2,313,509,065
========== ============= =============== ===============
7. Subsequent Events
Change in Eligibility Requirement
Effective January 1, 2001, the Plan was amended to allow all eligible employees
to 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.
Mirant Corporation Spin-off
On February 19, 2001, the Southern Company Board of Directors approved the
spin-off of Mirant Corporation (formerly Southern Energy Resources, Inc.) to
Southern Company's stockholders. To effect this spin-off, the Board of Directors
declared a dividend consisting of the 272,000,000 shares of Mirant common stock
owned by the Southern Company to holders of record of Southern Company common
stock as of March 21, 2001 (record date). The ratio representing the number of
shares of Mirant common stock to be distributed in respect to each share of
Southern Company common stock in the spin-off was .397614. Accordingly, each
12
participant in the Plan who held Southern Company shares in their account at the
close of business on April 2, 2001 (distribution date) received approximately
4/10 of a share of Mirant common stock for each share of Southern Company common
stock held.
Mirant shares derived from the Plan and the Employee Stock Ownership Plan (ESOP)
were allocated to participant account balances in the Plan. Because the ESOP, by
regulatory design, cannot hold shares of any company other than Southern
Company, the Mirant shares distributed from ESOP were transferred to the Plan.
Employees who were not in the Plan as of the distribution date, but held ESOP
shares, were automatically enrolled in the Plan in order to hold their Mirant
shares derived from the spin-off.
A new investment category, "Mirant Corporation", was subsequently established in
the Plan, but will not be an option for future participant contributions.
Participants may sell their Mirant shares (subject to Plan provisions) at any
time prior to July 1, 2006. The Mirant Corporation investment category will
cease to exist after June 30, 2006. If the Mirant shares are not sold by that
date, they will automatically be sold and transferred to another investment
option within the Plan to be determined at a future date. The spin-off did not
impact the number of Southern Company shares held in participants' accounts.
Southern Company received a private letter ruling from the Internal Revenue
Service stating that the distribution of Mirant common stock in connection with
the spin-off will be tax-free to Southern Company and to its common stockholders
for federal income tax purposes.
Investment Option Change
Effective May 15, 2001, the GAM Global Fund and the GAM International Fund were
removed from the Plan's investment options. Participant balances in these funds
were automatically transferred to the Mercury HW International Value Fund unless
participants elected to transfer their balances to any of the remaining
investment options prior to close of business on May 15, 2001.
13
Schedule H
Page 1 of 2
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
Description of Investment Including
Maturity Date, Rate of Interest,
Identity of Issuer, Borrower, Collateral, Par, or Maturity Value,
(a) (b) Lessor, or Similar Party (c) Number of Shares (d) Cost (e) Current Value
----------------------------- ----------------------------------- ---- -------------
MERRILL LYNCH RETIREMENT PRESERVATION TRUST:
Common/Collective Trust:
* Merrill Lynch Trust Company, Merrill Lynch
CMA Money Fund 174,686,957 shares (1) $174,686,957
MERRILL LYNCH EQUITY INDEX TRUST:
Common/Collective Trust:
* Merrill Lynch Trust Company, Merrill Lynch
Equity Index Trust -- Tier III 3,428,135 shares (1) 322,553,206
MERRILL LYNCH SMALL CAP VALUE FUND:
Investment in Registered Securities:
* Merrill Lynch Asset Management, Merrill Lynch -
Merrill Lynch Small Cap Value Fund, Inc. -- Class A 2,976,886 shares (1) 58,466,045
MERRILL LYNCH GLOBAL ALLOCATION FUND:
Investment in Registered Securities:
* Merrill Lynch Asset Management, Merrill Lynch
Global Allocation Fund, Inc. -- Class A 3,141,681 shares (1) 41,218,856
BRINSON U.S. EQUITY FUND:
Investment in Registered Securities:
The Brinson Funds -
Brinson U.S. Equity Fund-Class N 240,865 shares (1) 3,757,498
LOOMIS SAYLES SMALL CAP VALUE FUND:
Investment in Registered Securities:
Loomis Sayles Funds -
Small Cap Value Fund-Admin Class 206,726 shares (1) 4,244,093
GAM INTERNATIONAL FUND:
Investment in Registered Securities:
GAM Funds, Inc. -
GAM International Fund-Class A 155,126 shares (1) 3,105,628
GAM GLOBAL FUND:
Investment in Registered Securities:
GAM Funds, Inc. -
GAM Global Fund-Class A 166,229 shares (1) 2,913,998
FRANKLIN SMALL CAP GROWTH FUND:
Investment in Registered Securities:
Franklin Strategic Series -
Franklin Small Cap Growth Fund-Class I 1,709,796 shares (1) 67,246,285
DAVIS REAL ESTATE FUND:
Investment in Registered Securities:
Davis Series, Inc. -
Davis Real Estate Fund-Class A 81,621 shares (1) 1,801,372
DAVIS NEW YORK VENTURE FUND:
Investment in Registered Securities:
Davis New York Venture Fund, Inc. -
Davis New York Venture Fund-Class A 1,417,804 shares (1) 40,747,685
14
Schedule H
Page 2 of 2
THE SOUTHERN COMPANY EMPLOYEE SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
Description of Investment Including
Maturity Date, Rate of Interest,
Identity of Issuer, Borrower, Collateral, Par, or Maturity Value,
(a) (b) Lessor, or Similar Party (c) Number of Shares (d) Cost (e) Current Value
----------------------------- ----------------------------------- ---- -------------
MERCURY HW INTERNATIONAL VALUE FUND:
Investment in Registered Securities:
* Merrill Lynch Asset Management, Merrill Lynch -
Mercury HW International Value Fund-Class I 717,099 shares (1) 17,626,301
PIMCO TOTAL RETURN FUND:
Investment in Registered Securities:
PIMCO Funds -
PIMCO Total Return Fund-Class A 1,216,803 shares (1) 12,642,585
SELIGMAN HIGH YIELD BOND FUND:
Investment in Registered Securities:
Seligman High Yield Bond Fund Series -
Seligman High Yield Bond Fund-Class A 447,328 shares (1) 2,232,168
PUTNAM GROWTH OPPORTUNITIES FUND:
Investment in Registered Securities:
* Merrill Lynch Asset Management, Merrill Lynch -
Putnam Growth Opportunities Fund-Class A 1,635,836 shares (1) 35,841,033
MFS MASSACHUSETTS INVESTORS TRUST:
Investment in Registered Securities:
MFS Investment Management -
MFS Massachusetts Investors Trust-Class A 1,142,358 shares (1) 22,870,011
MELLON BALANCED PORTFOLIO:
Investment in Registered Securities:
Mellon Equity Associates, LLP -
Mellon Balanced Portfolio Fund 12,415,567 shares (1) 128,265,150
GOAL MANAGER PORTFOLIOS:
Investment in Registered Securities:
Retirement Preservation Trust Goal Manager 838,404 shares (1) 838,404
Merrill Lynch Small Cap Value Fund, Inc. Goal Manager 92,963 shares (1) 1,825,803
Brinson U.S. Equity Fund-Class N Goal Manager 226,955 shares (1) 3,540,493
Mercury HW International Value Fund-Class I Goal Manager 126,410 shares (1) 3,107,165
PIMCO Total Return Fund-Class A Goal Manager 384,146 shares (1) 3,991,275
MFS Massachusetts Investors Trust Goal Manager 229,119 shares (1) 4,586,553
* LOANS DUE FROM PARTICIPANTS (interest rates vary from 8.25% to 9.5% ) 74,127,138
SOUTHERN COMPANY COMMON STOCK--PARTICIPANT-DIRECTED PORTION:
Common Stock:
* Southern Company, Southern
Company Common Stock 25,901,928 shares (1) 861,239,103
SOUTHERN COMPANY COMMON STOCK -
NON PARTICIPANT-DIRECTED PORTION (UNAUDITED):
Common Stock:
* Southern Company, Southern Company
Common Stock 26,788,831 shares 645,431,180 890,728,647
TOTAL INVESTMENT OF ALL FUNDS $645,431,180 $2,784,203,452
=========== =============
* Represents a party in interest to the Plan.
The accompanying notes are an integral part of this schedule.
(1) Participant-Directed
15
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/G. Edison Holland, Jr.
G. Edison Holland, Jr.
Executive Vice President and General Counsel
June 25, 2001
16
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 1, 2001, included in this annual report of
The Southern Company Employee Savings Plan on Form 11-K for the year ended
December 31, 2000 into the Plan's previously filed Registration Statement No.
333-44261.
Arthur Andersen LLP
Atlanta, Georgia
June 25, 2001
17