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):

April 19, 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 2.02 Results of Operations and Financial Condition

On April 19, 2005 AmSouth Bancorporation issued a press release announcing its preliminary results of operations for the quarter ended March 31, 2005. A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1. Supplemental financial information for the quarter ended March 31, 2005 is included as Exhibit 99.2 and may also be found on AmSouth’s website at www.amsouth.com. In accordance with general instruction B.2 of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

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

Date: April 19, 2005

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release of April 19, 2005
99.2	Supplemental Financial Information

EX-99.1

Exhibit 99.1

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

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, April 19, 2005, go to www.amsouth.com and click on the webcast link under “Message Center.” For supplemental financial information about the first quarter results, visit the Investor Relations Resource Center on AmSouth’s web site at www.amsouth.com/irrc.

AmSouth Reports Record First Quarter 2005 Earnings

BIRMINGHAM, Ala., April 19, 2005 – AmSouth Bancorporation (NYSE: ASO) today reported record earnings for the first quarter ended March 31, 2005, of $.50 per diluted share, compared to $.45 per diluted share reported for the first quarter of 2004. Net income for the first quarter of 2005 was $178.6 million versus $160.1 million for the same period in 2004, an increase of 11.6 percent.

This first quarter performance resulted in an increased return on average equity of 20.5 percent, a higher return on average assets of 1.44 percent, and an improved efficiency ratio of 52.7 percent.

“AmSouth’s record first quarter performance reflects strong, broad-based growth in loans and even stronger growth in deposits,” said Dowd Ritter, AmSouth’s chairman, president and chief executive officer. “We are capitalizing on disruption caused by other banks’ mergers in many of our largest markets and we expect to continue to take advantage of those opportunities.”

Net interest income was $379.7 million in the first quarter, a 5.6 percent increase compared with the same quarter in 2004. The net interest margin in the first quarter was 3.45 percent, which is an 11 basis point decline compared with the same period in 2004, but it has been stable for the past four quarters. The increase in net interest income reflects strong growth in average loans of $3.5 billion, an 11.8 percent increase over the same quarter in

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2004. Average deposits grew by $4.2 billion, or 13.9 percent during the same period, led by the low cost category, which grew by $3.6 billion, or 17.9 percent.

Noninterest revenue, which includes earnings from service charges, trust, investment management services, securities gains and other sources of fee income, was $215.4 million for the quarter. Interchange income increased 29.9 percent compared with the first quarter of 2004, and trust income rose 5.1 percent compared with the previous year. Loan sales and a variety of other items also contributed to noninterest revenues during the quarter. Disciplined expense control resulted in noninterest expenses in the first quarter of $319.5 million, a decline of 0.9 percent compared with the previous year.

Net charge-offs were 0.23 percent of average net loans in the first quarter, declining 18 basis points compared with the fourth quarter of 2004. The ratio of loan loss reserves to total loans was 1.11 percent at March 31, 2005. The loan loss provision exceeded net charge-offs by $1.5 million in the quarter.

Total nonperforming assets at March 31, 2005, were $112.7 million, or 0.34 percent of loans net of unearned income, foreclosed properties and repossessions, compared to $110.6 million, or 0.34 percent, in the previous quarter.

For supplemental financial information about the first quarter results, please refer to the Form 8-K filed by AmSouth with the Securities and Exchange Commission on April 19, 2005, 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 $50 billion in assets, more than 685 branch banking offices and 1,240 ATMs. AmSouth operates in Florida, Tennessee, Alabama, 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.

Forward Looking Statements

Statements in this press release 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

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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: the effects of regulatory agreements 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; any specific factors mentioned above in the text of this press release; 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.

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Unaudited

AmSouth Bancorporation

SUMMARY FINANCIAL INFORMATION

($ in thousands, except per share data)

EARNINGS SUMMARY

	Three Months Ended															Percent Change Versus Prior Year		YTD						Percent Change Versus Prior Year
	2005			2004														2004 December 31			2003 December 31
	March 31			December 31			September 30			June 30			March 31
Net interest income	$	379,748		$	379,212		$	375,906		$	361,410		$	359,497		5.6	%	$	1,476,025		$	1,414,635		4.3	%
Provision for loan losses		20,600			44,250			28,800			26,600			28,100		(26.7	)%		127,750			173,700		(26.5	)%
Net interest income after provision		359,148			334,962			347,106			334,810			331,397		8.4	%		1,348,275			1,240,935		8.6	%
Noninterest revenues		215,436			380,289			213,171			218,252			220,430		(2.3	)%		1,032,142			855,778		20.6	%
Noninterest expenses		319,517			460,416			362,478			311,770			322,274		(0.9	)%		1,456,938			1,205,577		20.8	%
Income before income taxes		255,067			254,835			197,799			241,292			229,553		11.1	%		923,479			891,136		3.6	%
Income taxes		76,422			77,978			78,220			74,329			69,454		10.0	%		299,981			265,015		13.2	%
Net income	$	178,645		$	176,857		$	119,579		$	166,963		$	160,099		11.6	%	$	623,498		$	626,121		(0.4	)%
Earnings per common share - basic (a)	$	0.50		$	0.50		$	0.34		$	0.47		$	0.46		8.7	%	$	1.77		$	1.79		(1.1	)%
Earnings per common share - diluted (a)		0.50			0.49			0.33			0.47			0.45		11.1	%		1.74			1.77		(1.7	)%
Average common shares outstanding - basic		354,299			355,072			352,838			351,602			351,196					352,684			350,237
Average common shares outstanding - diluted		358,812			360,286			358,272			356,314			356,908					357,952			354,308
End of period common shares outstanding		353,051			356,310			354,635			353,414			352,904					356,310			351,891
KEY PERFORMANCE RATIOS
	Three Months Ended																	YTD
	2005			2004														2004 December 31			2003 December 31
	March 31			December 31			September 30			June 30			March 31
Average shareholders’ equity to average total assets		7.04	%		7.05	%		6.87	%		6.92	%		7.09	%				6.98	%		7.30	%
End of period shareholders’ equity to end of period total assets		6.98			7.20			6.94			6.82			7.11					7.20			7.08
Loans net of unearned income to total deposits		94.82			95.82			101.83			97.55			94.77					95.82			96.38
Return on average assets (annualized) (a)		1.44			1.42			0.98			1.41			1.40					1.30			1.47
Return on average shareholders’ equity (annualized) (a)		20.48			20.15			14.20			20.31			19.76					18.60			20.08
Book value per common share	$	9.89		$	10.02		$	9.73		$	9.32		$	9.56				$	10.02		$	9.18
Tangible book value per common share	$	9.04		$	9.17		$	8.88		$	8.46		$	8.71				$	9.17		$	8.32
Net interest margin - taxable equivalent		3.45	%		3.43	%		3.44	%		3.44	%		3.56	%				3.47	%		3.78	%
Efficiency ratio (a)		52.72			59.77			60.44			52.83			54.57					57.12			52.08

(a) Ratios and earnings per share as adjusted for the third quarter 2004 settlement agreement and related professional fees are provided in the following table. These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

	2004
	Three Months Ended September 30		YTD December 31
Earnings per common share - basic, GAAP basis	0.34		1.77
Adjustment for settlement agreement and related professional fees	0.15		0.15
Earnings per common share - basic, as adjusted	0.49		1.92
Earnings per common share - diluted, GAAP basis	0.33		1.74
Adjustment for settlement agreement and related professional fees	0.15		0.15
Earnings per common share - diluted, as adjusted	0.48		1.89
Return on average assets (annualized), GAAP basis	0.98	%	1.30	%
Adjustment for settlement agreement and related professional fees	0.42	%	0.11	%
Return on average assets (annualized), as adjusted	1.40	%	1.41	%
Return on average shareholders’ equity (annualized), GAAP basis	14.20	%	18.60	%
Adjustment for settlement agreement and related professional fees	6.23	%	1.57	%
Return on average shareholders’ equity (annualized), as adjusted	20.43	%	20.17	%
Efficiency ratio, GAAP basis	60.44	%	57.12	%
Adjustment for settlement agreement and related professional fees	(9.00	)%	(2.12	)%
Efficiency ratio, as adjusted	51.44	%	55.00	%

Unaudited

AmSouth Bancorporation

SUMMARY FINANCIAL INFORMATION

($ in thousands)

BALANCE SHEET INFORMATION

AVERAGE BALANCES

	Three Months Ended										Percent Change Versus Prior Year		YTD				Percent Change Versus Prior Year
	2005		2004										2004 December 31		2003 December 31
	March 31		December 31		September 30		June 30		March 31
Loans net of unearned income	$	33,208,549	$	32,525,563	$	32,079,701	$	30,633,629	$	29,705,743	11.8	%	$	31,241,987	$	28,511,159	9.6	%
Total investment securities *		12,530,581		12,413,850		12,374,084		12,488,887		11,779,479	6.4	%		12,264,785		9,812,306	25.0	%
Interest-earning assets *		45,928,699		45,224,572		44,684,992		43,500,751		41,771,105	10.0	%		43,801,691		38,598,165	13.5	%
Total assets		50,296,110		49,535,521		48,786,314		47,742,291		45,953,093	9.5	%		48,010,625		42,730,516	12.4	%
Noninterest-bearing deposits		7,225,621		6,978,442		6,643,642		6,516,977		6,103,216	18.4	%		6,561,938		5,486,016	19.6	%
Interest-bearing deposits**		27,486,980		26,344,499		25,735,595		25,337,923		24,381,234	12.7	%		25,453,038		23,096,600	10.2	%
Total deposits**		34,712,601		33,322,941		32,379,237		31,854,900		30,484,450	13.9	%		32,014,976		28,582,616	12.0	%
Shareholders’ equity		3,538,378		3,491,181		3,350,323		3,305,636		3,258,359	8.6	%		3,351,754		3,117,362	7.5	%

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

** Statement 133 valuation adjustments related to time deposits and other interest-bearing liabilities are included in other liabilities.

BALANCE SHEET INFORMATION

ENDING BALANCES

	2005		2004								Percent Change Versus Prior Year
	March 31		December 31		September 30		June 30		March 31
Loans net of unearned income	$	33,025,437	$	32,801,337	$	32,502,221	$	31,351,497	$	29,893,723	10.5	%
Total investment securities *		12,685,902		12,510,959		12,572,341		12,716,413		12,426,033	2.1	%
Interest-earning assets *		45,930,052		45,453,601		45,379,714		44,439,782		43,253,884	6.2	%
Total assets		50,011,458		49,548,371		49,687,862		48,295,813		47,414,968	5.5	%
Noninterest-bearing deposits		7,500,430		7,182,806		6,798,077		6,636,325		6,544,028	14.6	%
Interest-bearing deposits		27,328,090		27,049,973		25,121,339		25,502,919		25,000,664	9.3	%
Total deposits		34,828,520		34,232,779		31,919,416		32,139,244		31,544,692	10.4	%
Shareholders’ equity		3,491,722		3,568,841		3,450,558		3,295,478		3,372,349	3.5	%

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

Unaudited

AmSouth Bancorporation

SUMMARY FINANCIAL INFORMATION

($ in thousands)

NONPERFORMING ASSETS

	2005			2004
	March 31			December 31			September 30			June 30			March 31
Nonaccrual loans*	$	87,255		$	88,488		$	92,958		$	102,670		$	102,904
Foreclosed properties		23,258			19,609			23,043			29,586			29,291
Repossessions		2,208			2,498			3,231			3,295			3,733
Total nonperforming assets*	$	112,721		$	110,595		$	119,232		$	135,551		$	135,928
Nonperforming assets to loans net of unearned income, foreclosed properties and repossessions		0.34	%		0.34	%		0.37	%		0.43	%		0.45	%
Accruing loans 90 days past due	$	50,718		$	51,117		$	63,727		$	52,972		$	58,195
*  Exclusive of accruing loans 90 days past due
ALLOWANCE FOR LOAN LOSSES
	2005			2004
	1st Quarter			4th Quarter			3rd Quarter			2nd Quarter			1st Quarter
Balance at beginning of period	$	366,774		$	381,255		$	382,482		$	382,450		$	384,124
Loans charged off		(29,679	)		(44,277	)		(39,799	)		(38,202	)		(44,412	)
Recoveries of loans previously charged off		10,598			11,146			11,062			11,634			16,406
Net Charge-offs		(19,081	)		(33,131	)		(28,737	)		(26,568	)		(28,006	)
Addition to allowance charged to expense		20,600			44,250			28,800			26,600			28,100
Reduction of allowance related to sold loans		(1,457	)		(25,600	)		(1,290	)		—			(1,768	)
Balance at end of period	$	366,836		$	366,774		$	381,255		$	382,482		$	382,450
Allowance for loan losses to loans net of unearned income		1.11	%		1.12	%		1.17	%		1.22	%		1.28	%
Net charge-offs to average loans net of unearned income *		0.23	%		0.41	%		0.36	%		0.35	%		0.38	%
Allowance for loan losses to nonperforming loans**		420.42	%		414.49	%		410.14	%		372.54	%		371.66	%
Allowance for loan losses to nonperforming assets**		325.44	%		331.64	%		319.76	%		282.17	%		281.36	%

* Annualized

** Exclusive of accruing loans 90 days past due

Unaudited

AmSouth Bancorporation

RECONCILIATION OF GAAP AMOUNTS TO ADJUSTED AMOUNTS

($ in thousands, except per share data)

	Three Months Ended September 30, 2004
	Income Before Income Taxes		Net Income		Earnings per common share		Earnings per common share - diluted
Results as reported on a GAAP basis	$	197,799	$	119,579	$	0.34	$	0.33
Costs incurred under settlement agreement and related professional fees*		53,972		52,443		0.15		0.15
Results as adjusted	$	251,771	$	172,022	$	0.49	$	0.48
	Year Ended December 31, 2004
	Income Before Income Taxes		Net Income		Earnings per common share		Earnings per common share - diluted
Results as reported on a GAAP basis	$	923,479	$	623,498	$	1.77	$	1.74
Costs incurred under settlement agreement and related professional fees*		53,972		52,443		0.15		0.15
Results as adjusted	$	977,451	$	675,941	$	1.92	$	1.89

* These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

EX-99.2

Exhibit 99.2

Unaudited

AmSouth Bancorporation

CONSOLIDATED QUARTERLY STATEMENTS OF EARNINGS

($ in thousands, except per share data)

	2005		2004
	March 31		December 31		September 30		June 30		March 31
INTEREST INCOME
Loans	$	431,375	$	414,830	$	399,030	$	376,602	$	375,715
Available-for-sale securities		75,791		76,518		81,178		80,577		83,419
Held-to-maturity securities		72,096		69,950		67,030		63,934		62,593
Trading securities		159		96		39		25		72
Loans held for sale		1,498		4,517		2,863		3,270		2,627
Other interest-earning assets		255		197		133		236		210
Total interest income		581,174		566,108		550,273		524,644		524,636
INTEREST EXPENSE
Interest-bearing demand		16,345		12,369		10,237		8,640		7,346
Money market and savings deposits		29,368		17,376		10,599		9,688		9,315
Time deposits		65,279		63,827		59,636		57,712		62,048
Foreign deposits		6,803		6,063		4,361		3,598		2,589
Federal funds purchased and securities sold under agreements to repurchase		16,354		15,246		11,707		8,185		6,645
Other borrowed funds		1,928		3,621		2,555		1,905		1,981
Long-term Federal Home Loan Bank advances		40,199		52,032		61,016		60,475		60,469
Other long-term debt		25,150		16,362		14,256		13,031		14,746
Total interest expense		201,426		186,896		174,367		163,234		165,139
NET INTEREST INCOME		379,748		379,212		375,906		361,410		359,497
Provision for loan losses		20,600		44,250		28,800		26,600		28,100
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		359,148		334,962		347,106		334,810		331,397
NONINTEREST REVENUES
Service charges on deposit accounts		85,034		94,556		96,508		94,377		93,215
Trust income		30,353		30,571		28,587		29,935		28,880
Consumer investment services income		20,032		17,539		17,565		21,930		20,411
Interchange income		21,178		21,066		19,649		20,628		16,299
Bank owned life insurance policies		10,511		13,760		11,377		11,610		11,669
Mortgage income		3,986		5,627		4,164		3,889		7,512
Portfolio income		1,282		5,381		5,920		8,145		9,667
Gain on sale of credit card loans		-0-		166,103		-0-		-0-		-0-
Other noninterest revenues		43,060		25,686		29,401		27,738		32,777
Total noninterest revenues		215,436		380,289		213,171		218,252		220,430
NONINTEREST EXPENSES
Salaries and employee benefits		178,655		170,640		162,517		167,511		173,706
Net occupancy expense		36,857		37,694		37,953		36,326		35,252
Equipment expense		31,086		31,721		31,807		30,968		30,544
Postage and office supplies		10,693		10,556		10,680		10,997		12,958
Marketing		9,771		8,803		8,594		9,249		11,746
Professional fees		7,489		16,363		7,339		9,699		8,330
Communications		6,118		5,773		5,926		6,040		6,412
Amortization of intangibles		696		800		1,043		1,163		1,163
Settlement agreements and related professional fees		-0-		-0-		53,972		-0-		-0-
FHLB prepayment cost		-0-		129,648		-0-		-0-		-0-
Other noninterest expenses		38,152		48,418		42,647		39,817		42,163
Total noninterest expenses		319,517		460,416		362,478		311,770		322,274
INCOME BEFORE INCOME TAXES		255,067		254,835		197,799		241,292		229,553
Income taxes		76,422		77,978		78,220		74,329		69,454
NET INCOME	$	178,645	$	176,857	$	119,579	$	166,963	$	160,099
Average common shares outstanding - basic		354,299		355,072		352,838		351,602		351,196
Earnings per common share - basic (a)	$	.50	$	.50	$	.34	$	.47	$	.46
Average common shares outstanding - diluted		358,812		360,286		358,272		356,314		356,908
Earnings per common share - diluted (a)	$	.50	$	.49	$	.33	$	.47	$	.45

(a) Earnings per common share as adjusted for the third quarter 2004 settlement agreement and related professional fees are provided in the following table. These expenses represent matters which management believes are not indicative of AmSouth’s legal and regulatory affairs arising in the normal course of business.

	Three Months Ended September 30, 2004
Earnings per common share - basic, GAAP basis	0.34
Adjustment for settlement agreement and related professional fees	0.15
Earnings per common share - basic, as adjusted	0.49
Earnings per common share - diluted, GAAP basis	0.33
Adjustment for settlement agreement and related professional fees	0.15
Earnings per common share - diluted, as adjusted	0.48

Unaudited

AmSouth Bancorporation

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

(Taxable equivalent basis, $ in thousands)

	Three Months Ended March 31, 2005							Three Months Ended December 31, 2004							Three Months Ended September 30, 2004							Three Months Ended June 30, 2004							Three Months Ended March 31, 2004
	Average Balance			Revenue/ Expense		Yield/ Rate		Average Balance			Revenue/ Expense		Yield/ Rate		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	$	16,376,300		$	218,177	5.40	%	$	15,682,584		$	204,003	5.18	%	$	15,118,340		$	189,542	4.99	%	$	14,761,561		$	178,896	4.87	%	$	14,173,383		$	176,064	5.00	%
Residential first mortgages		5,260,197			64,045	4.94	%		4,913,523			60,340	4.89	%		4,565,972			55,715	4.85	%		3,863,999			49,333	5.13	%		3,680,157			46,859	5.12	%
Equity loans and lines		7,756,678			101,105	5.29	%		7,742,633			93,520	4.81	%		7,629,780			85,078	4.44	%		7,288,969			78,254	4.32	%		7,077,654			79,716	4.53	%
Dealer indirect		3,212,236			42,602	5.38	%		3,392,366			46,700	5.48	%		3,606,654			51,067	5.63	%		3,622,780			51,993	5.77	%		3,608,410			54,325	6.06	%
Other consumer		603,138			11,757	7.91	%		794,457			16,511	8.27	%		1,158,955			23,725	8.14	%		1,096,320			24,201	8.88	%		1,166,139			24,993	8.62	%
Total loans net of unearned income (1)		33,208,549			437,686	5.35	%		32,525,563			421,074	5.15	%		32,079,701			405,127	5.02	%		30,633,629			382,677	5.02	%		29,705,743			381,957	5.17	%
Available-for-sale securities, amortized cost		6,385,445			76,359	4.85	%		6,369,885			77,107	4.82	%		6,508,524			81,785	5.00	%		6,559,420			81,249	4.98	%		6,503,458			84,080	5.20	%
Market valuation on AFS securities		(41,821	)						(25,440	)						(92,985	)						(45,289	)						26,689
Total available-for-sale securities (2)		6,343,624							6,344,445							6,415,539							6,514,131							6,530,147
Held-to-maturity securities		6,145,136			76,111	5.02	%		6,043,965			73,896	4.86	%		5,865,560			70,976	4.81	%		5,929,467			67,685	4.59	%		5,276,021			66,333	5.06	%
Total investment securities (3)		12,488,760			152,470	4.93	%		12,388,410			151,003	4.84	%		12,281,099			152,761	4.91	%		12,443,598			148,934	4.80	%		11,806,168			150,413	5.14	%
Other interest-earning assets		189,569			1,917	4.10	%		285,158			4,810	6.71	%		231,207			3,035	5.22	%		378,235			3,531	3.75	%		285,883			2,909	4.09	%
Total interest-earning assets (3)		45,886,878			592,073	5.23	%		45,199,131			576,887	5.07	%		44,592,007			560,923	4.99	%		43,455,462			535,142	4.95	%		41,797,794			535,279	5.15	%
Cash and due from banks		1,165,902							1,147,335							1,090,246							1,117,795							1,117,832
Other assets		3,611,839							3,559,107							3,485,377							3,554,548							3,424,399
Allowance for loan losses		(368,509	)						(370,052	)						(381,316	)						(385,514	)						(386,932	)
	$	50,296,110						$	49,535,521						$	48,786,314						$	47,742,291						$	45,953,093
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Interest-bearing demand	$	6,979,278			16,345	0.95	%	$	6,808,245			12,369	0.72	%	$	6,865,461			10,237	0.59	%	$	6,829,555			8,640	0.51	%	$	6,334,668			7,346	0.47	%
Money market and savings deposits		9,512,976			29,368	1.25	%		8,306,523			17,376	0.83	%		7,875,270			10,599	0.54	%		7,847,980			9,688	0.50	%		7,674,745			9,315	0.49	%
Time deposits (4)		9,457,697			65,279	2.80	%		9,574,231			63,827	2.65	%		9,383,477			59,636	2.53	%		9,133,052			57,712	2.54	%		9,166,784			62,048	2.72	%
Foreign deposits		1,537,030			6,803	1.80	%		1,655,500			6,063	1.46	%		1,611,387			4,361	1.08	%		1,527,336			3,598	0.95	%		1,205,037			2,589	0.86	%
Federal funds purchased and securities sold under agreements to repurchase		3,022,943			16,354	2.19	%		3,394,875			15,246	1.79	%		3,338,866			11,707	1.39	%		2,837,459			8,185	1.16	%		2,378,217			6,645	1.12	%
Other interest-bearing liabilities (4)		7,355,899			67,277	3.71	%		7,682,934			72,015	3.73	%		8,165,955			77,827	3.79	%		8,163,063			75,411	3.72	%		8,187,362			77,196	3.79	%
Total interest-bearing liabilities		37,865,823			201,426	2.16	%		37,422,308			186,896	1.99	%		37,240,416			174,367	1.86	%		36,338,445			163,234	1.81	%		34,946,813			165,139	1.90	%
Net interest spread (3)						3.07	%						3.08	%						3.13	%						3.14	%						3.25	%
Noninterest-bearing demand deposits		7,225,621							6,978,442							6,643,642							6,516,977							6,103,216
Other liabilities (4)		1,666,288							1,643,590							1,551,933							1,581,233							1,644,705
Shareholders’ equity		3,538,378							3,491,181							3,350,323							3,305,636							3,258,359
	$	50,296,110						$	49,535,521						$	48,786,314						$	47,742,291						$	45,953,093
Net interest income/margin on a taxable equivalent basis (3)					390,647	3.45	%					389,991	3.43	%					386,556	3.44	%					371,908	3.44	%					370,140	3.56	%
Taxable equivalent adjustment:(5)
Loans					6,311							6,244							6,097							6,075							6,242
Available-for-sale securities					568							589							607							672							661
Held-to-maturity securities					4,015							3,946							3,946							3,751							3,740
Trading securities					5							-0-							-0-							-0-							-0-
Total taxable equivalent adjustment					10,899							10,779							10,650							10,498							10,643
Net interest income				$	379,748						$	379,212						$	375,906						$	361,410						$	359,497

NOTES:

(1) Loans net of unearned income includes nonaccrual loans for all periods presented.

(2) Available-for-sale securities excludes certain noninterest-earning, marketable equity securities.

(3) The yield calculation for total available-for-sale securities, total investment securities, total interest-earning assets, net interest spread and net interest margin excludes the market valuation adjustment on available-  for-sale securities.

(4) Statement 133 valuation adjustments related to time deposits and other interest-bearing liabilities are included in other liabilities.

(5) The taxable equivalent adjustment has been computed using a federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.

Unaudited

AmSouth Bancorporation

CONSOLIDATED PERIOD-END BALANCE SHEETS

($ in thousands)

	2005			2004
	March 31			December 31			September 30			June 30			March 31
ASSETS
Cash and due from banks	$	1,110,764		$	966,993		$	1,073,175		$	1,055,370		$	1,074,116
Trading securities		33,185			1,883			1,121			11,092			552
Available-for-sale securities		6,378,267			6,322,665			6,516,319			6,586,697			6,371,254
Held-to-maturity securities		6,193,235			6,188,010			6,068,666			6,004,032			6,139,369
Loans held for sale		150,888			103,273			240,879			261,968			234,842
Loans net of unearned income:
Commercial and industrial		5,857,272			5,740,153			5,630,612			5,515,740			5,452,783
Commercial loans - secured by real estate		2,251,824			2,245,052			2,248,468			2,197,646			2,077,381
Commercial leases		2,202,117			2,179,074			2,088,136			1,974,396			1,974,093
Commercial real estate mortgages		3,005,907			2,867,968			2,659,296			2,642,411			2,670,401
Real estate construction		3,243,707			3,008,313			2,810,551			2,568,776			2,361,309
Residential first mortgages		5,277,556			5,081,775			4,726,022			4,189,126			3,598,004
Equity loans and lines		7,596,112			7,756,745			7,702,802			7,514,199			7,034,828
Dealer indirect		3,120,046			3,312,120			3,493,019			3,627,608			3,623,389
Revolving credit		24,885			27,230			572,352			555,763			535,884
Other consumer		446,011			582,907			570,963			565,832			565,651
Total loans net of unearned income		33,025,437			32,801,337			32,502,221			31,351,497			29,893,723
Allowance for loan losses		(366,836	)		(366,774	)		(381,255	)		(382,482	)		(382,450	)
Other interest-earning assets		34,639			36,149			63,151			98,813			698,735
Premises and equipment, net		1,083,333			1,060,574			1,053,923			1,020,033			993,651
Cash surrender value - bank owned life insurance		1,122,447			1,111,934			1,100,576			1,089,445			1,077,426
Goodwill and other intangibles		299,478			300,174			302,878			303,921			299,691
Accrued interest receivable and other assets		946,621			1,022,153			1,146,208			895,427			1,014,059
	$	50,011,458		$	49,548,371		$	49,687,862		$	48,295,813		$	47,414,968
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits and interest-bearing liabilities:
Deposits:
Noninterest-bearing demand	$	7,500,430		$	7,182,806		$	6,798,077		$	6,636,325		$	6,544,028
Interest-bearing demand		7,071,159			7,115,545			6,817,361			6,809,885			6,737,060
Money market and savings deposits		9,871,634			8,810,972			7,814,945			7,827,390			7,887,543
Time		9,509,574			9,476,075			9,560,652			9,262,403			9,222,257
Foreign		875,723			1,647,381			928,381			1,603,241			1,153,804
Total deposits		34,828,520			34,232,779			31,919,416			32,139,244			31,544,692
Federal funds purchased and securities sold under agreements to repurchase		2,610,403			2,291,988			2,497,632			2,145,521			1,927,492
Other borrowed funds		203,639			429,098			1,964,121			1,370,893			325,169
Long-term Federal Home Loan Bank advances		3,918,255			4,371,745			5,678,135			5,779,709			5,783,600
Other long-term debt		3,344,018			2,899,773			2,108,128			2,084,213			2,286,091
Total deposits and interest-bearing liabilities		44,904,835			44,225,383			44,167,432			43,519,580			41,867,044
Accrued expenses and other liabilities		1,614,901			1,754,147			2,069,872			1,480,755			2,175,575
Total liabilities		46,519,736			45,979,530			46,237,304			45,000,335			44,042,619
Shareholders’ equity:
Preferred stock		-0-			-0-			-0-			-0-			-0-
Common stock		416,736			416,748			416,753			416,768			416,769
Additional paid-in capital		729,039			726,411			714,278			714,134			714,262
Retained earnings		3,580,202			3,492,873			3,406,363			3,372,672			3,295,748
Treasury stock		(1,073,672	)		(986,510	)		(1,019,471	)		(1,043,783	)		(1,054,734	)
Deferred compensation on restricted stock		(16,230	)		(12,947	)		(13,697	)		(14,496	)		(14,551	)
Accumulated other comprehensive (loss)/income		(144,353	)		(67,734	)		(53,668	)		(149,817	)		14,855
Total shareholders’ equity		3,491,722			3,568,841			3,450,558			3,295,478			3,372,349
	$	50,011,458		$	49,548,371		$	49,687,862		$	48,295,813		$	47,414,968

Unaudited

AmSouth Bancorporation

CREDIT QUALITY STATISTICS

($ in thousands)

NET CHARGE-OFFS/(RECOVERIES)
	Three Months Ended
	2005			2004
	March 31			December 31			September 30			June 30			March 31
Commercial:
Commercial & industrial	$	5,420		$	11,268		$	8,144		$	6,889		$	6,671
Commercial loans - secured by real estate		698			275			358			666			(78	)
Commercial leases		182			1,815			-0-			(380	)		83
Total commercial		6,300			13,358			8,502			7,175			6,676
Commercial real estate:
Commercial real estate mortgages		691			(3	)		37			581			(882	)
Real estate construction		1,534			5			157			1,370			260
Total commercial real estate		2,225			2			194			1,951			(622	)
Consumer:
Residential first mortgages		1,298			912			529			660			783
Equity loans and lines		3,806			6,088			4,900			5,646			7,150
Dealer indirect		3,303			4,995			5,438			3,696			6,177
Revolving credit		742			3,525			5,003			4,841			5,124
Other consumer		1,407			4,251			4,171			2,599			2,718
Total consumer		10,556			19,771			20,041			17,442			21,952
	$	19,081		$	33,131		$	28,737		$	26,568		$	28,006
NET CHARGE-OFFS AS A PERCENT OF AVERAGE LOANS (Annualized)
Commercial:
Commercial & industrial		0.38	%		0.79	%		0.58	%		0.50	%		0.50	%
Commercial loans - secured by real estate		0.13			0.05			0.06			0.13			(0.02	)
Commercial leases		0.03			0.34			0.00			(0.08	)		0.02
Total commercial		0.25			0.53			0.34			0.30			0.29
Commercial real estate:
Commercial real estate mortgages		0.10			0.00			0.01			0.09			(0.15	)
Real estate construction		0.20			0.00			0.02			0.22			0.04
Total commercial real estate		0.15			0.00			0.01			0.15			(0.05	)
Consumer:
Residential first mortgages		0.10			0.07			0.05			0.07			0.09
Equity loans and lines		0.20			0.31			0.26			0.31			0.41
Dealer indirect		0.42			0.59			0.60			0.41			0.69
Revolving credit		11.70			6.60			3.55			3.59			3.81
Other consumer		0.99			2.91			2.78			1.89			1.75
Total consumer		0.25			0.47			0.47			0.44			0.57
		0.23	%		0.41	%		0.36	%		0.35	%		0.38	%

Unaudited

AmSouth Bancorporation

CREDIT QUALITY STATISTICS (continued)

($ in thousands)

NONPERFORMING LOANS*
	2005		2004
	March 31		December 31		September 30		June 30		March 31
Commercial:
Commercial & industrial	$	37,136	$	37,581	$	43,021	$	45,275	$	41,623
Commercial loans - secured by real estate		21,699		18,617		17,560		21,356		22,931
Commercial leases		2,407		2,048		2,242		2,899		3,444
Total commercial		61,242		58,246		62,823		69,530		67,998
Commercial real estate:
Commercial real estate mortgages		2,247		3,074		2,341		3,670		2,156
Real estate construction		2,466		1,286		1,551		2,912		5,308
Total commercial real estate		4,713		4,360		3,892		6,582		7,464
Consumer:
Residential first mortgages		19,147		21,899		19,817		18,393		17,525
Equity loans and lines		1,854		3,946		6,323		8,057		9,765
Dealer indirect		7		13		21		23		18
Other consumer		292		24		82		85		134
Total consumer		21,300		25,882		26,243		26,558		27,442
	$	87,255	$	88,488	$	92,958	$	102,670	$	102,904
*  Exclusive of accruing loans 90 days past due.
ACCRUING LOANS 90 DAYS PAST DUE
	2005		2004
	March 31		December 31		September 30		June 30		March 31
Commercial:
Commercial & industrial	$	4,565	$	6,166	$	9,196	$	6,873	$	7,353
Commercial loans - secured by real estate		952		1,518		2,108		722		740
Commercial leases		-0-		-0-		-0-		-0-		24
Total commercial		5,517		7,684		11,304		7,595		8,117
Commercial real estate:
Commercial real estate mortgages		8		259		238		202		347
Real estate construction		8,274		145		-0-		-0-		-0-
Total commercial real estate		8,282		404		238		202		347
Consumer:
Residential first mortgages		7,345		9,401		11,127		9,217		9,901
Equity loans and lines		26,063		27,965		28,315		25,249		29,457
Dealer indirect		2,258		4,089		4,467		2,979		2,833
Revolving credit		599		518		7,085		6,823		6,728
Other consumer		654		1,056		1,191		907		812
Total consumer		36,919		43,029		52,185		45,175		49,731
	$	50,718	$	51,117	$	63,727	$	52,972	$	58,195

Unaudited

AmSouth Bancorporation

OTHER INFORMATION

REGULATORY CAPITAL RATIOS

	2005		2004
	March 31*		December 31		September 30		June 30		March 31
Tier 1 capital ratio
AmSouth	8.00	%	8.05	%	7.76	%	7.79	%	7.78	%
AmSouth Bank	8.66		8.49		8.35		8.48		8.52
Total capital ratio
AmSouth	11.48	%	10.93	%	10.79	%	10.89	%	10.96	%
AmSouth Bank	11.90		11.04		10.95		11.14		11.25
Leverage ratio
AmSouth	6.62	%	6.73	%	6.56	%	6.60	%	6.68	%
AmSouth Bank	7.16		7.10		7.06		7.19		7.31

* First quarter 2005 regulatory capital ratios based on preliminary data.