8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 15, 2003

AMSOUTH BANCORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-7476	63-0591257
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

AMSOUTH CENTER

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 320-7151

Not applicable

(Former name or former address, if changed since last report.)

Item 9. Regulation FD Disclosure

The following information is (a) being furnished pursuant to Item 12 “Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216 and (b) in accordance with general instruction B.2 of Form 8-K such information is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

On July 15, 2003 AmSouth Bancorporation issued a press release announcing its preliminary results of operations for the quarter ended June 30, 2003. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1. Supplemental financial information for the quarter ended June 30, 2003 is included as Exhibit 99.2 and may also be found on AmSouth’s web site at www.amsouth.com.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMSOUTH BANCORPORATION
Date: July 15, 2003	By:	/s/    CARL L. GORDAY
	Name:	Carl L. Gorday
	Title:	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release of July 15, 2003
99.2	Supplemental Financial Information

EX-99.1

EXHIBIT 99.1

News Release	AmSouth Bancorporation
	Post Office Box 11007
	Birmingham, Alabama 35288

[LOGO]

FOR IMMEDIATE RELEASE

Contact:	(Investment Community)	List Underwood	(205) 801-0265
	(News Media)	Rick Swagler	(205) 801-0105
	To hear a webcast of the conference call with analysts at 2 p.m. CDT, July 15, go to www.amsouth.com and click on the webcast link under “Message Center.” For supplemental financial information about the second quarter results, visit the Investor Relations Resource Center on AmSouth’s website at www.amsouth.com/irrc.

AmSouth Reports Second Quarter Earnings

of $154.8 Million or $.44 Per Share

BIRMINGHAM, Ala., July 15, 2003 – AmSouth Bancorporation (NYSE: ASO) today reported earnings in the second quarter ended June 30, 2003, of $.44 per diluted share compared to $.42 per diluted share reported for the second quarter of 2002. Net income for the second quarter of 2003 was $154.8 million versus $152.4 million for the same period in 2002. Earnings benefited from solid growth in loans and deposits, higher noninterest revenues primarily in service charges and mortgage income, a higher level of gains from the sale of securities and improving credit quality. Those factors were offset, however, by lower net interest income and higher noninterest expenses.

AmSouth’s second quarter performance resulted in a return on average equity of 20 percent, a return on average assets of 1.48 percent and an efficiency ratio of 52 percent.

“Following the Federal Reserve’s meeting in early May, the interest rate environment became increasingly more difficult during the second quarter. This caused additional downward pressure on our net interest margin and, despite solid consumer and commercial loan growth, a decline in our net interest income from first quarter’s level,” said Dowd Ritter, AmSouth’s chairman, president and chief executive officer. “The increase in gains from the sale of investment securities substantially offset the decrease in net interest income during the quarter.”

Net interest income was $349.4 million in the second quarter, while the net interest margin declined to 3.84 percent. Net interest income was lower than expected due to the impact of sharply lower longer-term interest rates and earning asset growth that was less

than anticipated. The lowest level of market-set interest rates in nearly 50 years caused investment portfolio premium amortization to accelerate and newly originated loan and investment security yields to decline.

Average loans for the quarter grew by $2.6 billion, a 10.0 percent increase over the same quarter in 2002. Average deposits were higher by $2.7 billion, or 10.5 percent during the same period, including a 12 percent increase in average low-cost deposits and a 3.5 percent increase in core time deposits.

Noninterest revenue, which includes earnings from service charges, trust, investment management services, securities gains and other sources of fee income, was $210.7 million for the quarter, an increase of $29.6 million, or 16.3 percent, compared with the same quarter in 2002. Noninterest expenses in the second quarter were $298.6 million, up 4.1 percent compared with the second quarter of 2002 and primarily reflected higher personnel expense associated with continuing investments in branch expansion and other revenue initiatives. The overall increase also reflects higher costs associated with the transition to AmSouth’s new operations center.

Net charge-offs were .60 percent of average net loans in the second quarter, improving from .62 percent in the first quarter. The loan loss provision for the quarter was $2.0 million lower compared to the prior quarter reflecting continued improvement in credit quality trends. The ratio of loan loss reserves to total loans was 1.36 percent at June 30, 2003.

Nonperforming assets reached their lowest level in three years. Total nonperforming assets at June 30, 2003, were $175.4 million, or .62 percent of loans net of unearned income, foreclosed properties and repossessions, compared to $191.3 million, or .69 percent, in the first quarter.

For supplemental financial information about the second quarter results, you may refer to the Form 8-K filed by AmSouth with the Securities and Exchange Commission on July 15, 2003, or visit the Investor Relations Resource Center on AmSouth’s web site at www.amsouth.com.

About AmSouth

AmSouth is a regional bank holding company with $44 billion in assets, 600 branch banking offices and more than 1,200 ATMs. AmSouth operates in Tennessee, Alabama, Florida, Mississippi, Louisiana and Georgia. AmSouth is a leader among regional banks in the Southeast in several key business segments, including consumer and commercial banking, small business banking, mortgage lending, equipment leasing, annuity and mutual fund sales, and trust and investment management services. AmSouth also offers a complete line of banking products and services at its web site, www.amsouth.com.

Safe Harbor Statement

Statements made in this document which are not purely historical are forward-looking statements as defined in the “Private Securities Litigation Reform Act of 1995,” including any statements regarding descriptions of management’s plans, objectives or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance.

Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. A number of factors – many of which are beyond AmSouth’s control – could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. AmSouth’s most recent annual report on Form 10-K for the year ended December 31, 2002, and quarterly report on Form 10-Q for the quarter ended March 31, 2003, describe some of these factors which could cause results to differ materially from management’s current expectations including, but not limited to: the execution of AmSouth’s strategic initiatives; legislation; general economic conditions, especially in the Southeast; the performance of stock and bond markets; changes in interest rates, yield curves and interest rate spread relationships; deposit flows; the cost of funds; cost of federal deposit insurance premiums; demand for loan products; demand for financial services; competition; changes in the quality or composition of AmSouth’s loan and investment portfolios including capital market inefficiencies that may affect the marketability and valuation of available-for-sale securities; changes in accounting and tax principles, policies or guidelines; other economic, competitive, governmental, and regulatory factors affecting AmSouth’s operations, products, services and prices; unexpected judicial actions and developments; and the outcome of litigation, which is inherently uncertain and depends on the findings of judges and juries. To the extent that war, terrorist attacks or other geopolitical conflicts cause a prolonged negative impact on the economy, the effects may include: adverse changes in customers’ borrowing, investing or spending patterns; market disruptions; adverse effects on the performance of the United States and foreign equity markets; currency fluctuations; exchange controls; restriction of asset growth; negative effects on credit quality; and other effects that could adversely impact the performance, earnings and revenue growth of the financial services industry, including AmSouth.

Forward-looking statements speak only as of the date they are made. AmSouth does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

EARNINGS SUMMARY ($ in thousands except per share data)	Three Months Ended										Percent Change Versus Prior Year	YTD				Percent Change Versus Prior Year
	June 30		2003 March 31		December 31		September 30		2002 June 30			2003 June 30		2002 June 30
Net interest income	$	349,356	$	363,042	$	360,483	$	364,385	$	376,115	(7.1%)	$	712,398	$	747,772	(4.7%)
Provision for loan losses		42,700		44,700		53,450		51,400		52,600	(18.8%)		87,400		108,700	(19.6%)
Net interest income after provision		306,656		318,342		307,033		312,985		323,515	(5.2%)		624,998		639,072	(2.2%)
Noninterest revenues		210,718		192,885		192,234		188,336		181,128	16.3%		403,603		358,791	12.5%
Noninterest expenses		298,622		289,606		276,684		276,031		286,777	4.1%		588,228		573,907	2.5%
Income before income taxes		218,752		221,621		222,583		225,290		217,866	0.4%		440,373		423,956	3.9%
Income taxes		63,927		66,265		67,376		69,289		65,497	(2.4%)		130,192		126,017	3.3%
Net income	$	154,825	$	155,356	$	155,207	$	156,001	$	152,369	1.6%	$	310,181	$	297,939	4.1%
Earnings per common share	$	0.44	$	0.44	$	0.44	$	0.44	$	0.42	4.8%	$	0.88	$	0.83	6.0%
Earnings per common share—diluted		0.44		0.44		0.44		0.43		0.42	4.8%		0.88		0.82	7.3%
Average common shares outstanding		349,509		351,981		353,792		357,567		359,782			350,738		360,714
Average common shares outstanding—diluted		353,354		355,265		356,784		361,961		364,756			354,304		365,334
End of period common shares outstanding		350,477		351,645		353,424		357,787		360,359			350,477		360,359

KEY PERFORMANCE RATIOS	Three Months Ended															YTD
	June 30			2003 March 31			December 31			September 30			2002 June 30			2003 June 30			2002 June 30
Average shareholders’ equity to average total assets		7.43	%		7.60	%		7.73	%		7.93	%		7.91	%		7.51	%		7.89	%
End of period shareholders’ equity to end of period total assets		7.18			7.42			7.68			7.88			7.99			7.18			7.99
Loans net of unearned income to total deposits		96.99			98.92			100.13			98.70			100.49			96.99			100.49
Return on average assets (annualized)		1.48			1.54			1.55			1.60			1.61			1.51			1.59
Return on average shareholders’ equity (annualized)		19.95			20.26			20.01			20.19			20.36			20.10			20.10
Book value per common share	$	8.98		$	8.89		$	8.82		$	8.73		$	8.53		$	8.98		$	8.53
Tangible book value per common share	$	8.12		$	8.03		$	7.96		$	7.88		$	7.69		$	8.12		$	7.69
Net interest margin—taxable equivalent		3.84	%		4.11	%		4.12	%		4.28	%		4.54	%		3.97	%		4.56	%
Efficiency ratio		52.26			51.02			48.98			48.83			50.30			51.64			50.66

	Three Months Ended										Percent	YTD				Percent
BALANCE SHEET INFORMATION AVERAGE BALANCES ($ in thousands)	June 30		2003 March 31		December 31		September 30		2002 June 30		Change Versus Prior Year	2003 June 30		2002 June 30		Change Versus Prior Year
Loans net of unearned income	$	28,265,837	$	27,829,798	$	26,817,982	$	25,877,960	$	25,701,987	10.0%	$	28,049,022	$	25,488,504	10.0%
Total investment securities *		9,086,673		8,969,417		8,523,874		8,436,889		8,294,361	9.6%		9,028,369		8,322,526	8.5%
Interest-earning assets *		37,708,903		36,953,359		35,911,164		34,935,229		34,392,612	9.6%		37,333,218		34,251,946	9.0%
Total assets		41,917,998		40,942,836		39,837,967		38,650,360		37,962,697	10.4%		41,433,111		37,873,709	9.4%
Noninterest-bearing deposits		5,329,351		5,144,378		5,050,493		4,892,434		4,852,478	9.8%		5,237,375		4,841,756	8.2%
Interest-bearing deposits		22,766,452		22,042,248		21,815,373		21,006,686		20,576,444	10.6%		22,406,351		20,655,542	8.5%
Total deposits		28,095,803		27,186,626		26,865,866		25,899,120		25,428,922	10.5%		27,643,726		25,497,298	8.4%
Shareholders’ equity		3,112,945		3,110,406		3,077,837		3,065,629		3,001,774	3.7%		3,111,683		2,989,393	4.1%
BALANCE SHEET INFORMATION ENDING BALANCES ($ in thousands)											Percent Change Versus Prior Year
Loans net of unearned income	$	28,222,542	$	27,698,948	$	27,350,918	$	26,286,850	$	25,652,908	10.0%
Total investment securities *		10,522,760		9,623,430		8,966,778		8,455,635		8,593,323	22.5%
Interest-earning assets *		39,296,146		37,811,324		36,475,398		35,424,764		34,679,735	13.3%
Total assets		43,784,207		42,099,499		40,571,272		39,610,727		38,499,103	13.7%
Noninterest-bearing deposits		5,849,456		5,569,319		5,494,657		5,181,668		4,981,783	17.4%
Interest-bearing deposits		23,249,370		22,431,130		21,820,967		21,450,134		20,546,753	13.2%
Total deposits		29,098,826		28,000,449		27,315,624		26,631,802		25,528,536	14.0%
Shareholders’ equity		3,145,575		3,125,179		3,115,997		3,122,747		3,074,263	2.3%

* Excludes adjustment for market valuation on available-for-sale securities and certain noninterest-earning marketable equity securities.

NONPERFORMING ASSETS

($ in thousands)

	June 30			2003 March 31			December 31			September 30			2002 June 30
Nonaccrual loans*	$	127,645		$	149,551		$	158,829		$	151,442		$	152,684
Foreclosed properties		40,656			34,622			33,828			32,567			32,838
Repossessions		7,058			7,082			4,346			4,716			3,982
Total nonperforming assets*	$	175,359		$	191,255		$	197,003		$	188,725		$	189,504
Nonperforming assets to loans net of unearned income, foreclosed properties and repossessions		0.62	%		0.69	%		0.72	%		0.72	%		0.74	%
Accruing loans 90 days past due	$	67,454		$	80,585		$	91,045		$	93,700		$	91,376

* Exclusive of accruing loans 90 days past due

ALLOWANCE FOR LOAN LOSSES

($ in thousands)

	June 30			2003 March 31			December 31			September 30			2002 June 30
Balance at beginning of period	$	383,936		$	381,579		$	379,878		$	371,418		$	367,819
Loans charged off		(55,565	)		(52,988	)		(61,334	)		(53,928	)		(59,857	)
Recoveries of loans previously charged off		12,940			10,645			9,585			10,988			10,856
Net Charge-offs		(42,625	)		(42,343	)		(51,749	)		(42,940	)		(49,001	)
Addition to allowance charged to expense		42,700			44,700			53,450			51,400			52,600
Balance at end of period	$	384,011		$	383,936		$	381,579		$	379,878		$	371,418
Allowance for loan losses to loans net of unearned income		1.36	%		1.39	%		1.40	%		1.45	%		1.45	%
Net charge-offs to average loans net of unearned income *		0.60	%		0.62	%		0.77	%		0.66	%		0.76	%
Allowance for loan losses to nonperforming loans**		300.84	%		256.73	%		240.25	%		250.84	%		243.26	%
Allowance for loan losses to nonperforming assets**		218.99	%		200.75	%		193.69	%		201.29	%		195.99	%

* Annualized

** Exclusive of accruing loans 90 days past due

EX-99.2

EXHIBIT 99.2

Unaudited

AmSouth Bancorporation

CONSOLIDATED STATEMENTS OF EARNINGS

($ in thousands, except per share data)

	2003				2002
	June 30		March 31		December 31		September 30		June 30
INTEREST INCOME
Loans	$	389,859	$	398,543	$	406,373	$	411,855	$	419,599
Available-for-sale securities		75,065		77,682		79,248		84,366		86,700
Held-to-maturity securities		56,199		60,865		59,443		62,465		62,058
Trading securities		6		55		726		482		92
Loans held for sale		318		160		359		2,068		3,662
Federal funds sold and securities purchased under agreements to resell		889		166		1,152		1,256		406
Other interest-earning assets		110		154		325		457		468
Total interest income		522,446		537,625		547,626		562,949		572,985
INTEREST EXPENSE
Interest-bearing checking		8,129		8,035		9,300		12,271		12,015
Money market and savings deposits		13,819		13,997		17,552		20,275		18,907
Time deposits		51,116		52,293		56,989		59,145		60,593
Foreign deposits		1,675		1,684		1,795		1,668		1,329
Certificates of deposit of $100,000 or more		16,555		15,486		16,864		18,140		17,086
Federal funds purchased and securities sold under agreements to repurchase		4,555		5,919		6,308		7,452		7,704
Other borrowed funds		985		1,145		821		1,008		1,090
Long-term Federal Home Loan Bank advances		64,949		66,718		67,991		68,840		68,364
Other long-term debt		11,307		9,306		9,523		9,765		9,782
Total interest expense		173,090		174,583		187,143		198,564		196,870
NET INTEREST INCOME		349,356		363,042		360,483		364,385		376,115
Provision for loan losses		42,700		44,700		53,450		51,400		52,600
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		306,656		318,342		307,033		312,985		323,515
NONINTEREST REVENUES
Service charges on deposit accounts		81,677		75,556		78,873		77,672		67,551
Trust income		25,598		26,027		24,829		25,357		27,373
Consumer investment services income		16,049		16,310		16,329		18,912		21,641
Interchange income		18,360		16,687		16,971		16,418		16,165
Bank owned life insurance policies		13,060		13,834		13,629		14,587		15,046
Bankcard income		6,691		6,201		6,550		6,475		6,163
Mortgage income		17,130		10,016		6,691		7,112		4,469
Portfolio income		15,906		5,930		5,541		4,267		4,136
Other noninterest revenues		16,247		22,324		22,821		17,536		18,584
Total noninterest revenues		210,718		192,885		192,234		188,336		181,128
NONINTEREST EXPENSES
Salaries and employee benefits		156,723		154,065		142,675		144,517		146,806
Equipment expense		30,572		27,968		29,030		30,155		30,115
Net occupancy expense		33,484		31,525		30,530		30,011		29,474
Postage and office supplies		11,351		11,939		11,972		11,973		12,192
Marketing expense		9,173		9,158		8,941		8,903		8,719
Communications expense		7,044		7,563		5,491		5,788		8,257
Amortization of intangibles		1,198		1,198		1,225		1,224		1,350
Other noninterest expenses		49,077		46,190		46,820		43,460		49,864
Total noninterest expenses		298,622		289,606		276,684		276,031		286,777
INCOME BEFORE INCOME TAXES		218,752		221,621		222,583		225,290		217,866
Income taxes		63,927		66,265		67,376		69,289		65,497
NET INCOME	$	154,825	$	155,356	$	155,207	$	156,001	$	152,369
Average common shares outstanding		349,509		351,981		353,792		357,567		359,782
Earnings per common share	$	.44	$	.44	$	.44	$	.44	$	.42
Diluted average common shares outstanding		353,354		355,265		356,784		361,961		364,756
Diluted earnings per common share	$	.44	$	.44	$	.44	$	.43	$	.42

1

Unaudited

AmSouth Bancorporation

QUARTERLY AVERAGE DAILY BALANCES, REVENUE & EXPENSE SUMMARY, YIELDS & RATES

(Taxable equivalent basis, $ in thousands)

	Three Months Ended June 30, 2003							Three Months Ended March 31, 2003							Three Months Ended December 31, 2002
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
ASSETS
Interest-earning assets:
Commercial and commercial real estate	$	13,334,004		$	173,089	5.21	%	$	13,147,129		$	177,491	5.48	%	$	12,821,252		$	182,948	5.66	%
Residential first mortgages		3,266,570			46,441	5.70	%		3,091,003			46,569	6.11	%		2,581,052			39,592	6.09	%
Equity loans and lines		6,615,453			82,108	4.98	%		6,439,787			82,572	5.20	%		6,275,391			86,032	5.44	%
Dealer indirect		3,743,714			64,806	6.94	%		3,752,267			67,206	7.26	%		3,725,141			70,901	7.55	%
Other consumer		1,306,096			30,032	9.22	%		1,399,612			31,545	9.14	%		1,415,145			34,098	9.56	%
Total loans net of unearned income		28,265,837			396,476	5.63	%		27,829,798			405,383	5.91	%		26,817,981			413,571	6.12	%
Available-for-sale securities		4,646,425			75,971	6.56	%		4,511,821			78,623	7.07	%		4,286,045			80,291	7.43	%
Held-to-maturity securities		4,440,248			59,984	5.42	%		4,457,596			64,804	5.90	%		4,237,829			63,390	5.93	%
Total investment securities		9,086,673			135,955	6.00	%		8,969,417			143,427	6.49	%		8,523,874			143,681	6.69	%
Other interest-earning assets		356,393			1,323	1.49	%		154,144			535	1.41	%		569,309			2,562	1.79	%
Total interest-earning assets		37,708,903			533,754	5.68	%		36,953,359			549,345	6.03	%		35,911,164			559,814	6.18	%
Cash and due from banks		1,057,946							1,054,545							1,042,937
Other assets		3,386,249							3,137,890							3,077,443
Allowance for loan losses		(391,229	)						(382,501	)						(381,464	)
Market valuation on AFS securities		156,129							179,543							187,887
	$	41,917,998						$	40,942,836						$	39,837,967
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing checking	$	5,753,817			8,129	0.57	%	$	5,590,645			8,035	0.58	%	$	5,259,390			9,300	0.70	%
Money market and savings deposits		7,548,133			13,819	0.73	%		7,405,443			13,997	0.77	%		7,283,621			17,552	0.96	%
Time deposits		8,774,627			67,671	3.09	%		8,359,791			67,779	3.29	%		8,596,584			73,853	3.41	%
Foreign deposits		689,875			1,675	0.97	%		686,369			1,684	1.00	%		675,778			1,795	1.05	%
Federal funds purchased and securities sold under agreements to repurchase		1,836,940			4,555	0.99	%		2,180,991			5,919	1.10	%		2,023,816			6,308	1.24	%
Other interest-bearing liabilities		7,333,085			77,241	4.22	%		6,981,141			77,169	4.48	%		6,464,030			78,335	4.81	%
Total interest-bearing liabilities		31,936,477			173,090	2.17	%		31,204,380			174,583	2.27	%		30,303,219			187,143	2.45	%
Net interest spread						3.51	%						3.76	%						3.73	%
Noninterest-bearing demand deposits		5,329,351							5,144,378							5,050,493
Other liabilities		1,539,225							1,483,672							1,406,418
Shareholders’ equity		3,112,945							3,110,406							3,077,837
	$	41,917,998						$	40,942,836						$	39,837,967
Net interest income/margin on a taxable equivalent basis					360,664	3.84	%					374,762	4.11	%					372,671	4.12	%
Taxable equivalent adjustment:
Loans					6,617							6,840							7,198
Available-for-sale securities					906							941							1,043
Held-to-maturity securities					3,785							3,939							3,947
Total taxable equivalent adjustment					11,308							11,720							12,188
Net interest income				$	349,356						$	363,042						$	360,483

	Three Months Ended September 30, 2002							Three Months Ended June 30, 2002
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate
ASSETS
Interest-earning assets:
Commercial and commercial real estate	$	12,797,749		$	192,956	5.98	%	$	12,876,385		$	199,158	6.20	%
Residential first mortgages		1,822,806			29,867	6.50	%		1,863,833			31,627	6.81	%
Equity loans and lines		6,062,522			88,399	5.78	%		5,806,799			86,224	5.96	%
Dealer indirect		3,753,930			72,697	7.68	%		3,664,565			72,919	7.98	%
Other consumer		1,440,953			35,364	9.74	%		1,490,405			37,385	10.06	%
Total loans net of unearned income		25,877,960			419,283	6.43	%		25,701,987			427,313	6.67	%
Available-for-sale securities		4,321,112			85,518	7.85	%		4,267,756			87,919	8.26	%
Held-to-maturity securities		4,115,777			66,497	6.41	%		4,026,605			66,036	6.58	%
Total investment securities		8,436,889			152,015	7.15	%		8,294,361			153,955	7.44	%
Other interest-earning assets		620,380			4,263	2.73	%		396,264			4,628	4.68	%
Total interest-earning assets		34,935,229			575,561	6.54	%		34,392,612			585,896	6.83	%
Cash and due from banks		1,004,271							1,021,319
Other assets		2,910,646							2,797,821
Allowance for loan losses		(377,708	)						(372,870	)
Market valuation on AFS securities		177,922							123,815
	$	38,650,360						$	37,962,697
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing checking	$	5,205,385			12,271	0.94	%	$	5,280,315			12,015	0.91	%
Money market and savings deposits		6,677,187			20,275	1.20	%		6,539,522			18,907	1.16	%
Time deposits		8,641,203			77,285	3.55	%		8,385,356			77,679	3.72	%
Foreign deposits		482,911			1,668	1.37	%		371,251			1,329	1.44	%
Federal funds purchased and securities sold under agreements to repurchase		1,973,865			7,452	1.50	%		2,067,050			7,704	1.49	%
Other interest-bearing liabilities		6,406,880			79,613	4.93	%		6,346,331			79,236	5.01	%
Total interest-bearing liabilities		29,387,431			198,564	2.68	%		28,989,825			196,870	2.72	%
Net interest spread						3.86	%						4.11	%
Noninterest-bearing demand deposits		4,892,434							4,852,478
Other liabilities		1,304,866							1,118,620
Shareholders’ equity		3,065,629							3,001,774
	$	38,650,360						$	37,962,697
Net interest income/margin on a taxable equivalent basis					376,997	4.28	%					389,026	4.54	%
Taxable equivalent adjustment:
Loans					7,428							7,714
Available-for-sale securities					1,152							1,219
Held-to-maturity securities					4,032							3,978
Total taxable equivalent adjustment					12,612							12,911
Net interest income				$	364,385						$	376,115

NOTE: The taxable equivalent adjustment has been computed based on the statutory federal income tax rate, adjusted for applicable state income taxes net of the related federal tax benefit. Loans net of unearned income includes nonaccrual loans for all periods presented. Available-for-sale securities excludes certain noninterest-earning, marketable equity securities. Statement 133 valuation adjustments related to time deposits, certificates of deposit of $100,000 or more and other interest-bearing liabilities are included in other liabilities. Included in interest revenue for the available-for-sale portfolio for the three months ended June 30, 2003, March 31, 2003, December 31, 2002, September 30, 2002 and June 30, 2002, was approximately $12,071,000, $12,974,000, $14,141,000, $16,616,000 and $19,735,000, respectively, associated with retained interest on loans sold or securitized which resulted in an increase in the yield on the available-for-sale portfolio of approximately 103, 115, 129, 150 and 183 basis points, respectively.

2

Unaudited

AmSouth Bancorporation

CONSOLIDATED PERIOD-END BALANCE SHEETS

($ in thousands)

	2003						2002
	June 30			March 31			December 31			September 30			June 30
ASSETS
Cash and due from banks	$	1,451,537		$	1,372,188		$	1,221,985		$	1,364,146		$	1,124,366
Federal funds sold and securities purchased under agreements to resell		484,300			441,988			26,018			271,068			147,000
Trading securities		287			1,060			47,964			315,156			30,006
Available-for-sale securities		5,814,466			5,110,643			4,744,866			4,448,355			4,590,271
Held-to-maturity securities		4,842,826			4,682,460			4,425,053			4,215,161			4,177,856
Loans held for sale		17,655			10,871			19,909			28,984			203,370
Loans net of unearned income:
Commercial and industrial		5,313,418			5,319,642			5,150,778			5,035,368			5,046,687
Commercial loans—secured by real estate		1,829,220			1,770,277			1,726,362			1,664,831			1,729,042
Commercial leases		1,787,725			1,780,197			1,780,555			1,720,643			1,672,353
Commercial real estate mortgages		2,429,824			2,303,543			2,304,381			2,142,236			2,102,655
Real estate construction		2,126,456			2,084,300			2,088,245			2,206,642			2,264,041
Residential first mortgages		3,024,847			2,860,556			2,794,072			2,163,751			1,652,231
Equity loans and lines		6,689,561			6,511,687			6,359,945			6,179,910			5,948,664
Dealer indirect		3,720,988			3,756,628			3,731,364			3,725,620			3,770,161
Revolving credit		525,109			520,758			541,165			519,326			510,427
Other consumer		775,394			791,360			874,051			928,523			956,647
Total loans net of unearned income		28,222,542			27,698,948			27,350,918			26,286,850			25,652,908
Allowance for loan losses		(384,011	)		(383,936	)		(381,579	)		(379,878	)		(371,418	)
Other interest-earning assets		48,602			35,027			63,812			67,071			53,129
Premises and equipment, net		907,680			864,517			838,906			792,853			771,702
Cash surrender value—bank owned life insurance		1,041,391			1,029,321			1,016,288			1,003,539			991,123
Goodwill and other intangibles		299,503			300,701			301,900			303,125			304,349
Accrued interest receivable and other assets		1,037,429			935,711			895,232			894,297			824,441
	$	43,784,207		$	42,099,499		$	40,571,272		$	39,610,727		$	38,499,103
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits and interest-bearing liabilities:
Deposits:
Noninterest-bearing demand	$	5,849,456		$	5,569,319		$	5,494,657		$	5,181,668		$	4,981,783
Interest-bearing checking		5,739,344			5,767,727			5,470,243			5,150,492			5,234,927
Money market and savings deposits		7,553,650			7,636,685			7,270,541			7,101,223			6,455,526
Time		6,532,948			6,317,130			6,384,206			6,481,177			6,433,294
Foreign		727,329			656,649			640,663			531,743			356,789
Certificates of deposit of $100,000 or more		2,696,099			2,052,939			2,055,314			2,185,499			2,066,217
Total deposits		29,098,826			28,000,449			27,315,624			26,631,802			25,528,536
Federal funds purchased and securities sold under agreements to repurchase		1,837,292			1,826,851			1,769,547			1,954,121			2,040,929
Other borrowed funds		149,333			149,842			151,018			76,428			150,408
Long-term Federal Home Loan Bank advances		5,826,839			5,732,740			5,838,268			5,352,681			5,304,831
Other long-term debt		1,517,224			1,550,816			1,051,015			1,051,918			1,023,682
Total deposits and interest-bearing liabilities		38,429,514			37,260,698			36,125,472			35,066,950			34,048,386
Accrued expenses and other liabilities		2,209,118			1,713,622			1,329,803			1,421,030			1,376,454
Total liabilities		40,638,632			38,974,320			37,455,275			36,487,980			35,424,840
Shareholders’ equity:
Common stock		416,890			416,909			416,909			416,914			416,923
Capital surplus		706,042			706,234			706,081			703,068			699,786
Retained earnings		3,083,424			3,016,279			2,951,430			2,878,670			2,806,383
Treasury stock		(1,106,191	)		(1,082,170	)		(1,045,428	)		(960,513	)		(907,950	)
Deferred compensation on restricted stock		(15,838	)		(16,667	)		(15,954	)		(15,747	)		(16,716	)
Accumulated other comprehensive income		61,248			84,594			102,959			100,355			75,837
Total shareholders’ equity		3,145,575			3,125,179			3,115,997			3,122,747			3,074,263
	$	43,784,207		$	42,099,499		$	40,571,272		$	39,610,727		$	38,499,103

3

Unaudited

AmSouth Bancorporation

CREDIT QUALITY STATISTICS

($ in thousands)

	Three Months Ended
	2003						2002
	June 30			March 31			December 31			September 30			June 30
NET CHARGE-OFFS/(RECOVERIES)
Commercial:
Commercial & industrial	$	12,553		$	12,079		$	14,150		$	13,130		$	16,611
Commercial loans—secured by real estate		304			106			564			(272	)		300
Commercial leases		558			432			2,057			250			5,957
Total commercial		13,415			12,617			16,771			13,108			22,868
Commercial real estate:
Commercial real estate mortgages		186			182			227			151			139
Real estate construction		443			207			1,451			1,515			23
Total commercial real estate		629			389			1,678			1,666			162
Consumer:
Residential first mortgages		836			456			663			941			732
Equity loans and lines		9,204			6,902			9,621			7,611			6,281
Dealer indirect		10,080			12,413			13,996			10,367			9,622
Revolving credit		5,717			6,059			5,419			5,634			6,185
Other consumer		2,744			3,507			3,601			3,613			3,151
Total consumer		28,581			29,337			33,300			28,166			25,971
	$	42,625		$	42,343		$	51,749		$	42,940		$	49,001
NET CHARGE-OFFS AS A PERCENT OF AVERAGE LOANS(Annualized)
Commercial:
Commercial & industrial		0.95	%		0.93	%		1.09	%		1.03	%		1.28	%
Commercial loans—secured by real estate		0.07			0.02			0.13			(0.06	)		0.07
Commercial leases		0.13			0.10			0.47			0.06			1.48
Total commercial		0.61			0.58			0.78			0.62			1.08
Commercial real estate:
Commercial real estate mortgages		0.03			0.03			0.04			0.03			0.03
Real estate construction		0.08			0.04			0.27			0.27			0.00
Total commercial real estate		0.06			0.04			0.16			0.15			0.01
Consumer:
Residential first mortgages		0.10			0.06			0.10			0.20			0.16
Equity loans and lines		0.56			0.43			0.61			0.50			0.43
Dealer indirect		1.08			1.34			1.49			1.10			1.05
Revolving credit		4.38			4.67			4.08			4.32			4.88
Other consumer		1.41			1.70			1.61			1.55			1.29
Total consumer		0.77			0.81			0.94			0.85			0.81
		0.60	%		0.62	%		0.77	%		0.66	%		0.76	%

4

Unaudited

AmSouth Bancorporation

CREDIT QUALITY STATISTICS (continued)

($ in thousands)

	2003				2002
	June 30		March 31		December 31		September 30		June 30
NONPERFORMING LOANS*
Commercial:
Commercial & industrial	$	57,092	$	70,954	$	79,830	$	62,621	$	62,399
Commercial loans—secured by real estate		13,463		12,232		15,160		14,684		16,379
Commercial leases		5,967		10,241		9,853		15,922		14,407
Total commercial		76,522		93,427		104,843		93,227		93,185
Commercial real estate:
Commercial real estate mortgages		13,189		14,979		19,393		19,938		19,295
Real estate construction		9,934		12,238		9,325		15,641		16,710
Total commercial real estate		23,123		27,217		28,718		35,579		36,005
Consumer:
Residential first mortgages		13,704		12,298		12,030		10,494		11,655
Equity loans and lines		13,931		16,080		12,517		11,470		11,145
Dealer indirect		9		9		197		-0-		1
Other consumer		356		520		524		672		693
Total consumer		28,000		28,907		25,268		22,636		23,494
	$	127,645	$	149,551	$	158,829	$	151,442	$	152,684
*       Exclusive of accruing loans 90 days past due.
ACCRUING LOANS 90 DAYS PAST DUE
Commercial:
Commercial & industrial	$	8,230	$	7,980	$	7,222	$	6,827	$	10,518
Commercial loans—secured by real estate		140		365		1,516		1,059		1,241
Commercial leases		5		496		1,291		306		313
Total commercial		8,375		8,841		10,029		8,192		12,072
Commercial real estate:
Commercial real estate mortgages		170		117		300		3,628		357
Real estate construction		434		556		917		402		359
Total commercial real estate		604		673		1,217		4,030		716
Consumer:
Residential first mortgages		10,275		12,387		12,116		14,124		12,253
Equity loans and lines		34,829		44,025		49,239		51,253		50,765
Dealer indirect		4,011		5,206		7,388		6,063		4,540
Revolving credit		7,708		8,043		8,375		7,389		7,942
Other consumer		1,652		1,410		2,681		2,649		3,088
Total consumer		58,475		71,071		79,799		81,478		78,588
	$	67,454	$	80,585	$	91,045	$	93,700	$	91,376

5

Unaudited

AmSouth Bancorporation

OTHER INFORMATION

	2003				2002
	June 30*		March 31		December 31		September 30		June 30
REGULATORY CAPITAL RATIOS
Tier 1 capital ratio
AmSouth	7.68	%	7.68	%	7.80	%	7.94	%	8.03	%
AmSouth Bank	9.11		9.27		9.52		9.68		9.85
Total capital ratio
AmSouth	11.49	%	11.64	%	10.60	%	10.90	%	11.20	%
AmSouth Bank	12.22		12.45		11.50		11.69		11.88
Leverage ratio
AmSouth	6.68	%	6.73	%	6.85	%	7.08	%	7.14	%
AmSouth Bank	7.93		8.12		8.35		8.61		8.76

* Second quarter 2003 regulatory capital ratios based on preliminary data.

6