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):

February 1, 2006

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 Citigroup 2006 Financial Services Conference to be held January 31 and February 1, 2006. Executive management will make a presentation on February 1, 2006, 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. Exhibit 99.1 is incorporated by reference under this Item 7.01.

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 February 1, 2006

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/    JOHN D. BUCHANAN
Name:	John D. Buchanan
Title:	Executive Vice President, Corporate Secretary and General Counsel

Date: February 1, 2006

EX-99.1

Citigroup

Financial Services Conference

February 1, 2006

Citigroup

Financial Services Conference

February 1, 2006

Exhibit 99.1

Safe Harbor

Safe Harbor

Statements in this presentation 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:

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; 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; specific factors mentioned in the text of this presentation; 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.

Presentation Topics

Presentation Topics

•

AmSouth profile

•

Strategic plan highlights

•

Well positioned for growth

–

Balance sheet strength

–

Lower risk profile

•

Growth opportunities

•

2005 financial performance

AmSouth Maintains a Leadership Position in

Attractive Markets

AmSouth Maintains a Leadership Position in

Attractive Markets

•

$9 billion Market Cap

•

$52 billion in Assets

•

684 Branches

•

1,200 ATMs

•

1.8 million Households

•

12,300 Employees

Leading Businesses in Southeast

Leading Businesses in Southeast

•

Trust assets -

$27 billion

•

Annuity sales -

$770 million

•

Small business lending -

$3.6 billion

•

Consumer lending -

$17 billion

•

Equipment leasing -

$2 billion

•

Electronic banking –

more than 1.2 million

registered users

Strategic Initiatives

Strategic Initiatives

•

Sustain growth in Consumer Banking

•

Continue aggressive growth in Business Banking

•

Grow Commercial Banking business with improved

credit quality

•

Double contribution from Wealth Management

•

Double Florida’s contribution

•

Emphasize sales productivity, service quality and

customer retention

•

Leverage technology across all lines of business with

increasing emphasis on Internet services

Strong Low-Cost Deposit Growth

Strong Low-Cost Deposit Growth

$20.1

$21.2

$21.4

$22.1

$23.7

$24.4

$24.2

$24.6

$15

$16

$17

$18

$19

$20

$21

$22

$23

$24

$25

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

Billions

Solid Business Banking Results

Solid Business Banking Results

•

24 month Business Banking growth

–

Loans -

23%

–

Deposits -

35%

•

Over 800,000 small businesses in our markets…

we currently bank 1 in 4 of these

•

24 month Commercial growth

–

Loans -

24%

–

Deposits –

44%

•

Cumulative Commercial Real Estate production

during the past 24 months -

$13.0 billion

•

Strong credit quality

High Quality Commercial Banking Growth

High Quality Commercial Banking Growth

•

Well positioned with a new business model and

the right products and services

•

Strong private client household growth –

32%

since plan inception

Significant Wealth Management Opportunities…

Significant Wealth Management Opportunities…

Florida branch expansion

Florida branch expansion

•

85 branches opened since January 2002

•

225 Florida branches, most in any of our states

•

54 new Florida branches scheduled to open in 2006

•

15 month break-even

•

Leading growth market for Wealth Management,

Small Business, Commercial and Commercial Real

Estate

Florida results from branches opened in the

last four years

Florida results from branches opened in the

last four years

$136

$535

$943

$285

$894

$1,589

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

2003

2004

2005

Loans  

Deposits  

Our balance sheet

is strong and well

positioned for growth

Improving Earning Asset Mix

Improving Earning Asset Mix

28.6%

26.5%

25.3%

24.3%

27.5%

27.4%

27.7%

23%

24%

25%

26%

27%

28%

29%

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

Investment Securities to Total Earnings Assets

Favorable Shift in Funding Mix

Favorable Shift in Funding Mix

Low cost deposits

have grown

11.4% in the last

twelve months

Low Cost Deposits           Other Deposits

66%

34%

68%

32%

4Q04

4Q05

Neutral Interest Rate Sensitivity Position

Neutral Interest Rate Sensitivity Position

100 Basis Point Increase in Interest Rates

$ Impact to Net Interest Income

$0

$10

$20

1Q04

2Q04

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

Loan Loss Experience

Loan Loss Experience

0.44%

0.41%

0.23%

0.21%

0.19%

0.25%

0.27%

0.20%

0.18%

0.23%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

4Q04

1Q05

2Q05

3Q05

4Q05

AmSouth    

Mid Cap Peer Group

Net Charge-Off Ratio

(As Reported)

(Without $18 mm

single credit)

0.24%

Nonperforming Asset Levels Better Than Peers

Nonperforming Asset Levels Better Than Peers

0.34%

0.34%

0.27%

0.29%

0.34%

0.48%

0.41%

0.40%

0.40%

0.37%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

4Q04

1Q05

2Q05

3Q05

4Q05

AmSouth    

Mid Cap Peer Group

Nonperforming Assets Ratio

Accruing Loans 90 Days Past Due

Accruing Loans 90 Days Past Due

($’s in millions)

12/31/05

9/30/05

Increase

As reported

Revised*

As reported

From Revised

Residential First

Mortgages

$53.1

$21.0

$19.7

$1.3

Total

$86.1

$54.0

$52.4

$1.6

*  Revised figures exclude the Katrina past due amounts which have been

deferred

We are in outstanding markets

with the right products

AmSouth Market Assessment

AmSouth Market Assessment

Florida –

Current Operations

Florida –

Current Operations

•

Loans -

$9.2 billion, 27% of

total company

•

Deposits -

$9.4 billion, 26% of total

company

•

Branches –

225, 33% of entire network

•

Households

–

Consumer –

29% of

total company

–

Business banking –

35% of total

company

Why expand further in Florida?

Why expand further in Florida?

•

Highest growth rate among top 10 most populous

states

•

Over 250,000 new jobs created last year

•

Evolving economic diversification

•

AmSouth average Florida growth –

4Q04 to 4Q05

–

Loans -

$1.6 billion or 20%

–

Deposits

-

$1.6

billion

or

21%

Strong Market Opportunities

Strong Market Opportunities

Middle TN

82

12%

East TN

88

11%

North Central AL

110

11%

MS/North LA

98

11%

Branches        Outlet Share

South AL/LA

56

7%

West TN

25

6%

West FL

75

7 %

North FL

58

8%

Central FL

57

5%

Southwest FL

35

6%

-Projected HH Growth+

15%

13%

11%

9%

7%

5%

3%

0.0%            2.0%            4.0%             6.0%           

8.0%             10.0%              12.0%            14.0%     

16.0%

2006 Branch Expansion Plan

2006 Branch Expansion Plan

•

64 Branches –

Full year 2006

–

First Quarter

13 –

Florida

2 –

Other high growth markets

–

Remaining quarters

41 –

Florida

8 –

Other high growth markets

Florida Residential Real Estate

Florida Residential Real Estate

•

49% of single family lending is in Florida

•

Home equity -

$3.0 billion

–

Average FICO –

737

–

Average LTV –

75%

•

Residential first mortgage -

$3.8 billion

–

Average FICO –

723

–

Average LTV –

72%

Florida Commercial Real Estate

Florida Commercial Real Estate

•

47% of commercial real estate is in Florida -

$3.3 billion

•

Florida is 50% of our economic footprint

•

Diversified portfolio

–

28% single family builders -

$924 million

–

23% condominium loans –

$759 million

95% presold

20% nonrefundable deposits

Beachfront preference

2005 Performance Highlights

2005 Performance Highlights

4Q05

2005

•

Diluted earnings per share

$0.52

$2.04

•

Net income

$182.1 million

$725.7 million

•

Return on equity

20.4%

20.4%

•

Net interest margin

3.37%

3.38%

•

Efficiency ratio

51.7%

52.0%

•

Charge-off ratio

0.44%

0.27%

•

Non-performing asset ratio

0.34%

0.34%

2006 Earnings Guidance

2006 Earnings Guidance

•

2006 earnings per share range $2.11 to $2.17

•

General assumptions:

–

Stable economy

–

Moderately rising interest rate environment

–

Flat equity markets

•

Other factors:

–

Higher net interest income reflecting a relatively stable net

interest margin

–

A continuation of strong core credit quality

–

Steady growth in noninterest

revenues from current levels

–

Modest

noninterest

expense

growth

–

low

to

mid-single

digits

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

Outstanding Record of Dividend Growth

Outstanding Record of Dividend Growth

35 Years of Higher Dividends

Current Yield = 3.8%

Mergent’s “Dividend Achiever”

03

04

05

06

Citigroup

Financial Services Conference

February 1, 2006

Citigroup

Financial Services Conference

February 1, 2006