8-K

UNITED STATES

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):

January 26, 2005

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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

In accordance with general instruction B.2 of Form 8-K, the following information is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Representatives of the Registrant are scheduled to participate in the Smith Barney Citigroup Financial Services Conference on January 26, 2005. Executive management will make a presentation, followed by a question and answer session. Comments and the related slide presentation will be available via a live, listen-only Webcast.

A copy of the visual presentation is being furnished as Exhibit 99.1 to this report, substantially in the form intended to be used.

The presentation includes certain amounts and ratios that do not include expenses incurred in connection with settlement agreements described in previous filings made by AmSouth with the Securities and Exchange Commission. A reconciliation of these amounts and ratios to such amounts and ratios as calculated pursuant to generally accepted accounting principles is attached hereto as Exhibit 99.2. These expenses represent matters that are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business. Therefore, the presentation of this information is useful to investors in analyzing AmSouth’s financial condition and results of operations.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The exhibits listed in the exhibit index are furnished pursuant to Regulation FD as part of this current report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Exhibit Index

Exhibit No.	Exhibit
99.1	Visual Presentation of January 26, 2005
99.2	Reconciliation

SIGNATURES

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
By:	/s/    CARL L. GORDAY
Name:	Carl L. Gorday
Title:	Assistant Secretary

Date: January 26, 2005

EX-99.1

Exhibit 99.1

Exhibit 99.1

Smith Barney Citigroup Financial Services Conference

January 26, 2005

Safe Harbor

Statements in this document that 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 materially from those described in the forward-looking statements. Factors which could cause results to differ materially from current management expectations include, but are not limited to: customers’ and other third parties’ reaction to the settlements referred to in this document and the effects of such settlements on AmSouth’s branch expansion plan; the execution of AmSouth’s strategic initiatives; legislation and regulation; general economic conditions, especially in the Southeast; the performance of the stock and bond markets; changes in interest rates, yield curves and interest rate spread relationships; prepayment speeds within the loan and investment security portfolios; deposit flows; the cost of funds; cost of federal deposit insurance premiums; demand for loan products; demand for financial services; competition, including a continued consolidation in the financial services industry; 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 consumer spending and saving habits; technological changes; the growth and profitability of AmSouth’s mortgage banking business, including mortgage-related income and fees, being less than expected; adverse changes in the financial performance and/or condition of AmSouth’s borrowers which could impact the repayment of such borrowers’ loans; changes in accounting and tax principles, policies or guidelines and in tax laws; other economic, competitive, governmental and regulatory factors affecting AmSouth’s operations, products, services and prices; the effects of weather and natural disasters, such as hurricanes; unexpected judicial actions and developments; results of investigations, examinations, and reviews of regulatory and law enforcement authorities; the outcome of litigation, which is inherently uncertain and depends on the findings of judges and juries; the impact on AmSouth’s businesses, as well as on the risks set forth above, of various domestic or international military or terrorist activities or conflicts; the specific factors mentioned above in the text of this document; and AmSouth’s success at managing the risks involved in the foregoing. 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.

AmSouth Maintains a Leadership Position in Attractive Markets

$9 billion Market Cap $50 billion in Assets 685+ Branches 1,200+ ATM’s 1.9 million Households 12,600 Employees

Leading Businesses in Southeast

Mutual fund assets Trust assets Annuity sales Small business lending Consumer lending Equipment leasing Electronic banking

Strategic Initiatives

Sustained growth in Consumer Banking

Continued aggressive growth in Business Banking

Grow Commercial Banking business with improved credit quality Double contribution from Wealth Management Double Florida’s contribution Emphasis on sales productivity, service quality and customer retention Leverage technology across all lines of business with increasing emphasis on Internet services

Sustain Growth in Consumer Banking

Major Objectives 2004 - 2006 Grow consumer deposits by 10%

Grow consumer checking households by 6% Cross-sell each checking household a minimum of 6 services Increase mortgage originations to $10 billion a year Grow home equity lending 15% per year

Continue Aggressive Growth in Business Banking

Major Objectives 2004 - 2006

Grow business deposits 20% annually Grow business loans 12% annually Grow households 10% annually

Reach cross-sell ratio of 6 products per household

Grow Commercial Banking with Improved Credit Quality

Major Financial Objectives 2004 - 2006

Consistent revenue growth of at least 10% annually Maintain credit losses below .25% Maintain operating leverage

Double Contribution from Wealth Management

Major Objectives 2004 - 2006

Grow Private Client households a minimum of 25% per year Grow Trust and Investment Management revenues at double digit rates each year Over the next three years, produce an annual compound growth rate of 23% in Investment Services revenues Continue to grow other Wealth Management revenues through expanded product offerings and improved execution

Double Florida’s Contribution

Major Objectives 2004 - 2006

Grow Deposits 20%+ Annually

Branch expansion

Expanding in existing markets Growing mature branches Capitalizing on all Lines of Business

Accelerate the growth

Emphasize Sales Productivity, Service Quality and Customer Retention

Major Objectives 2004-2006

Branch Service Quality

Improve service ratings to 4.9 on a 5-point scale

Service Performance Standards

Meet or exceed standard on at least 95 percent of service performance standards

Internal Service Quality

Maximize internal service quality as measured by surveys of branches

Leverage Technology with an Emphasis on Internet Services

Major Objectives 2004-2006

Grow customer acceptance and utilization of Internet banking services.

Enhance technology across business units to improve efficiency, enhance service quality and support sales. Ensure that the highest levels of service quality are maintained and improved to accommodate business growth.

Focus on improving operating efficiency and identifying fee revenue opportunities.

2004 Performance Highlights

4Q04 2004*

Diluted earnings

per share $0.49 $1.89

Net income (in millions) $176.9 $675.9

Return on equity 20.15% 20.17%

Efficiency ratio 59.77% 55.00%

Net Interest Margin 3.43% 3.47%

Net charge-off’s ratio 0.41% 0.37%

NPA’s to loans 0.34% 0.34%

*Excludes $54 million settlement charge.

Credit Card Portfolio Sale

Sale of $550 Million Credit Card Portfolio to MBNA

Rationale

Non-core business that lacks meaningful scale Significant on-going investment required to stay competitive

Agent bank relationship provides a future revenue stream and allows for a broader array of products to more customers

Results $166.1 million gain on sale

Provides opportunity to enhance future earnings

Federal Home Loan Bank Prepayment

Prepaid $1.25 billion of Federal Home Loan Bank borrowings

Prepayment cost of $129.6 million

Replaced borrowings with a variety of lower cost funding instruments, saving 244 basis points in average cost of funds

Accretive to 2005 Earnings

Solid Loan Growth

Billions

$35 $33 $31 $29 $27 $25

$29.3

$29.7

$30.6

$32.1

$32.5

4Q03 1Q04 2Q04 3Q04 4Q04

Strong Low-Cost Deposit Growth

Billions

$25 $24 $23 $22 $21 $20 $19 $18 $17 $16 $15

$19.4

$20.1

$21.2

$21.4

$22.1

4Q03 1Q04 2Q04 3Q04 4Q04

Stable Net Interest Margin

4.00% 3.00% 2.00% 1.00% 0%

4Q03 1Q04 2Q04 3Q04 4Q04

Net Interest Margin

Fed Funds

And Improved Credit Quality

%

0.70 0.60 0.50 0.40 0.30

4Q 03 1Q04 2Q04 3Q04 4Q04

Nonperforming Assets Ratio

Net Charge-Offs Ratio

2005 Earnings Guidance

2005 earnings per share range $2.00 to $2.06

General assumptions:

Improving economy

Moderately rising interest rate environment Flat equity markets

Other factors:

Continued margin stability Stable credit quality

Moderate noninterest revenue growth – high-single digits Modest noninterest expense growth – mid-single digits

Outstanding Record of Dividend Growth

34 Years of Higher Dividends

Current Yield = 4%

1 0% CAGR

71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04

Mergent’s “Dividend Achiever”

Smith Barney Citigroup Financial Services Conference

January 26, 2005

EX-99.2

EXHIBIT 99.2

2004 Performance Highlights

	GAAP Basis			Settlement Adjustment (1)			As Adjusted
Diluted earnings per share	$	1.74		$	0.15		$	1.89
Net income (in millions)	$	623.5		$	52.4		$	675.9
Return on equity		18.60	%		1.57	%		20.17	%
Efficiency ratio		57.12	%		-2.12	%		55.00	%

(1) Adjustment represents expenses related to a settlement agreement and related professional fees which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.