<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999


                          Commission file number 0-6094
                                                -------

                        NATIONAL COMMERCE BANCORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

Tennessee                                                             62-0784645
----------                                                            ----------
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

One Commerce Square
Memphis, Tennessee                                                         38150
-------------------                                                        -----
(Address of principal executive offices)                              (Zip Code)


        Registrant's telephone number including area code - (901)523-3434


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                    Yes   x   No
                         ---      ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Common Stock, $2 par value -- 108,238,048 shares as of November 1, 1999

<PAGE>

PART I.  FINANCIAL INFORMATION
------------------------------
Item 1.  Financial Statements
         --------------------
                       NATIONAL COMMERCE BANCORPORATION
                          Consolidated Balance Sheets
                       --------------------------------
                                (In Thousands)

<TABLE>
<CAPTION>
                                                                 Sept. 30           Dec. 31
                                                                    1999              1998
                                                              -----------        ----------
                                                              (unaudited)        (Restated)
           ASSETS
           ------
<S>                                                           <C>                <C>
Cash and cash equivalents:
     Interest-bearing deposits with other banks                $   18,945        $   20,335
     Cash and non-interest bearing deposits                       178,421           236,159
        Federal funds sold and securities
         purchased under agreements to resell                      76,037            79,368
                                                               ----------        ----------
         Total cash and cash equivalents                          273,403           335,862
                                                               ----------        ----------
Securities:
    Held-to-maturity                                            1,706,812         1,377,102
    Available-for-sale                                            500,811           777,615
                                                               ----------        ----------
         Total securities                                       2,207,623         2,154,717
                                                               ----------        ----------

Trading account securities                                         18,723            62,737

Loans:
    Commercial, financial and agricultural                        711,524           613,557
    Real estate - construction                                    281,313           273,968
    Real estate - mortgage                                      1,524,410         1,250,698
    Consumer                                                    1,311,698         1,207,431
    Lease financing                                                33,424            29,805
    Unearned discounts                                             (2,861)           (3,415)
                                                               ----------        ----------
         Total loans                                            3,859,508         3,372,044
    Less allowance for loan losses                                 58,119            53,018
                                                               ----------        ----------
         Net loans                                              3,801,389         3,319,026
                                                               ----------        ----------

Premises and equipment, net                                        46,637            45,527
Broker/dealer customer receivables                                 13,959             2,505
Other assets                                                      181,835           169,917
                                                               ----------        ----------
       Total assets                                            $6,543,569        $6,090,291
                                                               ==========        ==========
</TABLE>

See notes to consolidated financial statements.

                                       1
<PAGE>

Consolidated Balance Sheets (cont.)
-----------------------------------
(In Thousands)

<TABLE>
<CAPTION>
                                                               Sept. 30                    Dec. 31
                                                                   1999                      1998
                                                              ----------                   -------
                                                              (unaudited)                (Restated)
     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
<S>                                                           <C>                      <C>
Liabilities:

Deposits:
      Non-interest-bearing deposits                           $  443,784                $  524,386
      Money market checking                                      404,922                   444,492
      Savings                                                    111,524                   125,053
      Money market savings                                     1,122,401                 1,217,797
      Certificates of deposit less than $100,000                 993,488                   958,253
      Certificates of deposit of $100,000 or more              1,320,196                   925,005
                                                              ----------                ----------
        Total deposits                                         4,396,315                 4,194,986
                                                              ----------                ----------
Federal funds purchased and securities
   sold under agreements to repurchase
   and other short-term borrowings                               445,813                   599,378
Broker/dealer customer payables                                    4,898                       714
Accounts payable and accrued liabilities                          78,569                    83,114
Federal Home Loan Bank advances                                1,017,982                   731,610
Other borrowed funds and long-term debt                            6,372                     6,372
                                                              ----------                ----------
        Total liabilities                                      5,949,949                 5,616,204
                                                              ----------                ----------

Capital trust pass-through securities                             49,906                    49,896

Stockholders' equity:
Common stock                                                     216,375                   209,056
Additional paid-in capital                                       106,836                    27,322
Retained earnings                                                221,919                   186,415
Accumulated other comprehensive income                            (1,416)                    1,398
                                                              ----------                ----------
        Total stockholders' equity                               543,714                   424,191
                                                              ----------                ----------
        Total liabilities and
          stockholders' equity                                $6,543,569                $6,090,291
                                                              ==========                ==========
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>

                       NATIONAL COMMERCE BANCORPORATION
                       Consolidated Statements of Income
                      ----------------------------------
                             (Unaudited)(Restated)
                     (In Thousands, Except per Share Data)


<TABLE>
<CAPTION>
                                                              For the three months                For the nine months
                                                                ended Sept. 30                      ended Sept. 30
                                                             ----------------------               -------------------
                                                             1999              1998               1999           1998
                                                             ----              ----               ----           ----
<S>                                                      <C>               <C>                <C>            <C>
Interest income:
Loans                                                    $ 79,161          $ 72,031           $224,369       $202,586
Securities:
   Taxable                                                 36,047            26,165            102,867         79,326
   Non-taxable                                              3,110             2,155              9,333          6,367
Trading account securities                                    532               985              1,813          2,564
Deposits at bank                                               54               279                725          1,119
Other                                                       1,611               756              3,607          2,557
                                                         --------           -------           --------       --------
   Total interest income                                  120,515           102,371            342,714        294,519
                                                         --------           -------           --------       --------
Interest expense:
Deposits:
   Money market checking                                    1,181             1,076              3,524          2,912
   Savings                                                    501               627              1,575          1,644
   Money market savings                                    10,765            11,690             32,967         33,141
   Certificates of deposit less than $100,000              12,273            12,259             35,524         39,182
   Certificates of deposit $100,000 or more                16,135             8,559             41,957         27,119
Federal Home Loan Bank advances                            11,648             9,044             30,143         18,672
Long-term debt                                                 93             1,413                274          6,044
Federal funds purchased and securities
  sold under agreements to repurchase
  and other short-term borrowings                           7,471             5,642             23,567         16,989
                                                         --------           -------           --------       --------
   Total interest expense                                  60,067            50,310            169,531        145,703
                                                         --------           -------           --------       --------
   Net interest income                                     60,448            52,061            173,183        148,816
Provision for loan losses                                   4,378             3,082             10,902          6,819
                                                         --------           -------           --------       --------
   Net interest income after
   provision for loan losses                               56,070            48,979            162,281        141,997
                                                         --------           -------           --------       --------
Other income:
Trust service income                                        2,490             2,526              7,727          7,741
Service charges on deposits                                 5,619             5,087             15,610         14,695
Other services charges and fees                             5,186             4,515             15,439         12,309
Broker/dealer revenue                                       3,747             4,385             14,070         14,055
Securities gains (losses)                                      20               137             (2,013)           182
Other                                                       5,805             5,300             18,213         17,058
                                                         --------           -------           --------       --------
   Total other income                                      22,867            21,950             69,046         66,040
                                                         --------           -------           --------       --------
</TABLE>

                                       3
<PAGE>

Consolidated Statements of Income (cont.)
---------------------------------
(Unaudited)(Restated)
--------------------

<TABLE>
<CAPTION>
                                                                           For the three months               For the nine months
                                                                               ended Sept. 30                    ended Sept. 30
                                                                           ----------------------             -------------------
                                                                           1999              1998             1999           1998
                                                                           ----              ----             ----           ----
<S>                                                                    <C>               <C>              <C>            <C>
Other expenses:
Salaries and employee benefits                                           18,663            17,951           57,108         53,403
Occupancy expense                                                         3,676             3,296           10,425          9,299
Furniture and equipment expenses                                          1,850             1,634            5,543          4,646
Other                                                                    13,497            14,502           42,028         43,623
                                                                       --------          --------         --------       --------
   Total other expenses                                                  37,686            37,383          115,104        110,971
                                                                       --------          --------         --------       --------
Income before income taxes                                               41,251            33,546          116,223         97,066
Income taxes                                                             13,092            10,702           37,561         32,224
                                                                       --------          --------         --------       --------
Net income                                                             $ 28,159          $ 22,844         $ 78,662       $ 64,842
                                                                       ========          ========         ========       ========

Basic net income per share of common stock                                 $.26              $.22             $.74           $.62

Diluted net income per share of common stock                               $.26              $.22             $.73           $.61

Dividends per share of common stock                                        $.09              $.08             $.27           $.23
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>

                       NATIONAL COMMERCE BANCORPORATION
                     Consolidated Statements of Cash Flows
                     -------------------------------------
                             (Unaudited)(Restated)

<TABLE>
<CAPTION>

                                                                            For the Nine Months
                                                                               Ended Sept. 30
                                                                          ----------------------
                                                                           1999            1998
                                                                           ----            ----
                                                                                  (In Thousands)
<S>                                                                     <C>           <C>
Operating activities:
     Net income                                                          $78,662         $64,842
     Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
       Provision for loan losses                                          10,902           6,819
       Provision for depreciation and amortization                         5,543           5,980
       Amortization of security premiums and accretion
         of discounts, net                                                   240          (2,252)
       Deferred income taxes (credit)                                     (3,098)          1,336
       (Increase) decrease in trading account securities                  44,014          59,970
       Realized securities (gains) losses                                  2,013            (182)
       (Increase) decrease in broker/dealer customer receivables         (11,454)          3,429
       (Increase) decrease in interest receivable                          5,742          (2,119)
       (Increase) decrease in other assets                               (14,562)         (6,569)
       Increase (decrease) in broker/dealer customer payables              4,184             484
       Increase (decrease) in interest payable                            (6,313)            270
       Increase (decrease) in accounts payable and accrued expenses        8,936          (3,532)
                                                                        --------         -------
Net cash provided by (used in) operating activities                      124,809         128,476
                                                                        --------         -------
Investing activities:
       Proceeds from the maturities of securities                        180,168         775,685
       Proceeds from sales of securities                                 293,826          26,220
       Purchases of securities                                          (533,751)     (1,042,672)
       Net (increase) decrease in loans                                 (493,265)       (474,571)
       Purchase of premises and equipment                                 (6,653)        (12,913)
                                                                        --------        --------
Net cash provided by (used in) investing activities                     (559,675)       (728,251)
                                                                        --------        --------
Financing activities:
     Net increase (decrease) in demand deposits,
       NOW accounts and savings accounts                                (229,097)        151,518
     Net increase (decrease) in certificates of deposit                  430,426         207,584
     Net increase (decrease) in federal funds purchased and
       securities sold under agreements to repurchase                   (153,565)          53,641
     Increase (decrease) in long-term debt                                    10         (149,871)
     Increase (decrease) in Federal Home Loan Bank advances              286,372          343,440
     Proceeds from exercise of stock options                               4,211            4,003
     Issuance of common stock                                             81,309           19,535
     Repurchases of common stock                                         (18,960)         (28,426)
     Cash dividends paid                                                 (28,299)         (22,403)
                                                                        --------         --------
Net cash provided by (used in) financing activities                      372,407          579,021
                                                                        --------         --------
Decrease in cash and cash equivalents                                    (62,459)         (20,754)
Cash and cash equivalents at beginning of period                         335,862          263,137
                                                                        --------         --------
Cash and cash equivalents at end of period                              $273,403         $242,383
                                                                        ========         ========
Interest paid                                                           $163,218         $145,589
Income taxes paid                                                       $ 39,034         $ 26,888
</TABLE>

See notes to consolidated financial statements.

                                       5
<PAGE>

                       NATIONAL COMMERCE BANCORPORATION
                       --------------------------------
                  Notes to Consolidated Financial Statements
                  ------------------------------------------
                              September 30, 1999
                              ------------------
                                  (Unaudited)
                                   ---------
Note A - Basis of Presentation
------------------------------
     The consolidated balance sheet at December 31, 1998 has been derived from
     the audited financial statements at that date. The accompanying unaudited
     interim consolidated financial statements reflect all adjustments
     (consisting only of normally recurring accruals) which are, in the opinion
     of management, necessary for a fair statement of the results for the
     interim periods presented. The statements should be read in conjunction
     with the summary of accounting policies and notes to consolidated financial
     statements included in the Registrant's annual report for the year ended
     December 31, 1998. Certain information and footnote disclosures normally
     included in financial statements prepared in accordance with generally
     accepted accounting principles have been omitted in accordance with the
     rules of the Securities and Exchange Commission. During third quarter,
     1999, the Company acquired First Financial Corporation of Mt. Juliet,
     Tennessee, and Nashville-based Southeastern Mortgage of Tennessee. These
     acquisitions, which were accounted for using the pooling-of-interest
     method, are incorporated into reported results. For comparative purposes,
     all prior year results are restated to include these acquisitions.

     In June 1998, the Financial Accounting Standards Board issued Statement No.
     133, "Accounting for Derivative Instruments and Hedging Activities". The
     Statement requires the Company to recognize all derivatives on the balance
     sheet at fair value. Derivatives that are not hedges must be adjusted to
     fair value through income. If the derivative is a hedge, depending on the
     nature of the hedge, changes in the fair value of derivatives are either
     offset against change in fair value of assets, liabilities, or firm
     commitments through earnings or recognized in other comprehensive income
     until the hedged item is recognized in earnings. The ineffective portion of
     a derivative's change in fair value is recognized in earnings. The adoption
     of Statement No. 133 on April 1, 1999, did not have a material effect on
     the consolidated operating results or financial position of the Company.

Note B - Securities Portfolio
-----------------------------
     In accordance with FAS No. 115 "Accounting for Certain Investments in Debt
     and Equity Securities", as of September 30, 1999 the securities in the
     "Available for Sale" category included $3,087,000 in unrealized losses.
     Accordingly, total securities and total stockholders' equity were decreased
     by $3,087,000 and $1,884,000 (net of taxes), respectively, at September 30,
     1999, to reflect the adjustment of the securities portfolio to market. The
     calculation of book value per share reflects these mark-to-market
     unrealized losses, whereas the calculation of ROA and ROE do not, because
     the unrealized losses are not included in net income. The fair value of the
     "Held to Maturity" category was $1.6 billion at September 30, 1999.

Note C - Floating Rate Capital Trust Pass-through Securities
------------------------------------------------------------
     In March, 1997, the Company issued $49,875,000 in Floating Rate Capital
     Trust Pass-through Securities ("Capital Securities"). The proceeds of this
     issue were used by the Company for general corporate purposes and are
     counted as Tier I capital.

Note D - Segment Information
----------------------------

     The Company operates several major lines of business. The commercial
     banking segment includes lending and related financial services provided to
     large and medium-sized corporations. Included among these services are
     several specialty services such as real estate finance, asset based lending
     and residential construction.

     The retail banking segment includes sales and distribution of financial
     products and services to individuals. These services include loan products
     such as residential mortgages, home equity lending, automobile and other
     personal financing needs.

                                       6
<PAGE>

     Retail banking also offers various deposit products that are designed for
     customers' saving and transaction needs.

     The other financial services segment includes trust, asset management,
     insurance and brokerage activities. Financial services also includes income
     from treasury, transaction processing, in-store consulting/licensing and
     specialty leasing.

     The accounting policies of the individual segments are the same as those of
     the Company described in Note A. Transactions between business segments are
     conducted at fair value and are eliminated for reporting consolidated
     financial position and results of operations. Interest income for tax-
     exempt loans and securities is adjusted to a taxable equivalent basis.

     Expenses for centrally provided services such as deposit servicing, data
     processing, technology and loan servicing and underwriting are allocated to
     each segment based upon various statistical information. Other indirect
     costs, such as management overhead and corporate support, are also
     allocated to each segment based upon various statistical information. The
     portion of the provision for loan losses that is not related to specific
     net charge-offs is allocated to the segment based upon loan growth. There
     are no significant intersegment revenues.

     Performance is assessed primarily on net interest margin by the chief
     operating decision makers.

     The following tables (in thousands of dollars) present condensed income
     statements on a fully taxable equivalent basis and average assets for each
     reportable segment.

<TABLE>
<CAPTION>
     Quarter Ended September 30, 1999:
                                            Commercial             Retail          Financial
                                               Banking            Banking           Services              Total
                                            ----------            -------          ---------              -----
     <S>                                    <C>                <C>                <C>                <C>
     Net interest income                       $13,863            $27,416            $22,626            $63,905
     Provision for loan losses                    (137)            (4,103)              (138)            (4,378)
                                               -------            -------            -------            -------
     Net interest income after provision        13,726             23,313             22,488             59,527
     Non-interest income                         1,038              2,894             18,935             22,867
     Non-interest expense                       (4,066)           (11,265)           (22,355)           (37,686)
                                               -------            -------            -------            -------
     Net income before taxes                    10,698             14,942             19,068             44,708
     Income taxes                               (2,701)            (5,061)            (8,787)           (16,549)
                                               -------            -------            -------            -------
     Net income                                $ 7,997            $ 9,881            $10,281            $28,159
                                               =======            =======            =======            =======
     Average assets                         $1,068,085         $2,922,062         $2,657,665         $6,647,812

     Quarter Ended September 30, 1998:
                                            Commercial             Retail          Financial
                                               Banking            Banking           Services              Total
                                            ----------            -------          ---------              -----
         Net interest income                   $11,224            $23,018            $19,119            $53,361
         Provision for loan losses                 527             (3,562)               (47)            (3,082)
                                               -------            -------            -------            -------
         Net interest income after provision    11,751             19,456             19,072             50,279
         Non-interest income                       857              2,985             18,108             21,950
         Non-interest expense                   (4,461)           (11,315)           (21,607)           (37,383)
                                               -------            -------            -------            -------
         Net income before taxes                 8,147             11,126             15,573             34,846
         Income taxes                           (2,069)            (2,870)            (7,063)           (12,002)
                                               -------            -------            -------            -------
         Net income                            $ 6,078            $ 8,256            $ 8,510            $22,844
                                               =======            =======            =======            =======
         Average assets                       $927,837         $2,463,780         $1,935,442         $5,327,059
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
         Nine Months Ended September 30, 1999:
                                                                Commercial             Retail          Financial
                                                                   Banking            Banking           Services              Total
                                                                ----------           ---------          ---------             -----
         <S>                                                   <C>                 <C>                <C>                <C>
         Net interest income                                   $   40,242          $   79,415         $   63,643         $  183,300
         Provision for loan losses                                   (827)             (9,806)              (269)           (10,902)
                                                               ----------          ----------         ----------         ----------
         Net interest income after provision                       39,415              69,609             63,374            172,398
         Non-interest income                                        3,081               8,775             57,190             69,046
         Non-interest expense                                     (11,719)            (32,026)           (71,359)          (115,104)
                                                               ----------          ----------         ----------         ----------
         Net income before taxes                                   30,777              46,358             49,205            126,340
         Income taxes                                             (10,358)            (17,041)           (20,279)           (47,678)
                                                               ----------          ----------         ----------         ----------
         Net income                                            $   20,419          $   29,317         $   28,926         $   78,662
                                                               ==========          ==========         ==========         ==========
         Average assets                                        $1,030,972          $2,755,957         $2,594,717         $6,381,646

<CAPTION>
         Nine Months Ended September 30, 1998:
                                                                Commercial             Retail          Financial
                                                                   Banking            Banking           Services              Total
                                                                ----------           ---------          ---------             -----
         <S>                                                   <C>                  <C>                <C>               <C>
         Net interest income                                   $    36,526          $   65,704         $   50,489        $  152,719
         Provision for loan losses                                     158              (6,753)              (224)           (6,819)
                                                               -----------          ----------         ----------        ----------
         Net interest income after provision                        36,684              58,951             50,265           145,900
         Non-interest income                                         3,054               8,678             54,308            66,040
         Non-interest expense                                      (12,110)            (31,749)           (67,112)         (110,971)
                                                               -----------          ----------         ----------        ----------
         Net income before taxes                                    27,628              35,880             37,461           100,969
         Income taxes                                               (9,172)            (11,911)           (15,044)          (36,127)
                                                               -----------          ----------         ----------        ----------
         Net income                                            $    18,456          $   23,969         $   22,417        $   64,842
                                                               ===========          ==========         ==========        ==========
         Average assets                                        $   911,313          $2,322,316         $1,960,906        $5,194,535
</TABLE>

                                       8
<PAGE>

Note E - Earnings Per Share
---------------------------
         The following table sets forth the computation of basic and diluted
         earnings per share:

<TABLE>
<CAPTION>
                                                                              Three Months Ended           Nine Months Ended
                                                                                     Sept 30                      Sept 30
                                                                          -------------------------    ------------------------
         In Thousands, Except Per Share Data                                 1999           1998          1999          1998
                                                                             ----           ----          ----          ----
         <S>                                                              <C>             <C>           <C>           <C>
         Numerator:
         Net income                                                        $28,159        $22,844       $78,662       $64,842
                                                                           =======        =======       =======       =======
         Denominator:
         Denominator for basic earnings per
           share - weighted average shares                                 108,214        103,242       106,233       103,491

         Dilutive potential common shares -
           Employee stock options                                            1,970          2,387         2,114         2,482
                                                                           -------        -------       -------       -------
         Denominator for diluted earnings per
           share - adjusted weighted average
           and assumed conversions                                         110,184        105,629       108,347       105,973
                                                                           =======        =======       =======       =======

         Basic earnings per share                                             $.26           $.22          $.74          $.62
         Diluted earnings per share                                           $.26           $.22          $.73          $.61
</TABLE>

Note F - Comprehensive Income
-----------------------------

         During the third quarter of 1999 and 1998, total comprehensive income
         amounted to $26,882,000 and $22,771,000 respectively. The year-to-date
         total comprehensive income for 1999 and 1998 was $75,848,000 and
         $64,970,000 respectively.

                                       9
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------

The purpose of this discussion is to focus on important factors affecting the
Company's financial condition and results of operations. Reference should be
made to the consolidated financial statements (including the notes thereto) set
forth in this report for an understanding of the following discussion and
analysis. In this discussion, net interest income and net interest margin are
presented on a fully taxable equivalent basis. All per share data is adjusted to
reflect all stock dividends and stock splits declared.

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of the Company.
All statements in this Quarterly Report on Form 10-Q that are not historical
facts or that express expectations or projections with respect to future matters
are "forward-looking statements" for the purpose of the safe harbor provided by
the Act. The Company cautions readers that such "forward-looking statements,"
including, without limitation, those relating to future business initiatives and
prospects, revenues, working capital, liquidity, capital needs, interest costs
and income, and "Year 2000" remediation efforts, wherever they occur in this
document or in other statements attributable to the Company, are necessarily
estimates reflecting the best judgment of the Company's senior management. Such
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the "forward-looking
statements." Such "forward-looking statements" should, therefore be considered
in light of various important factors, including those set forth in this
document. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include significant fluctuations in interest rates, inflation, economic
recession, significant changes in the federal and state legal and regulatory
environment, significant underperformance in the Company's portfolio of
outstanding loans, and competition in the Company's markets. Other factors set
forth from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission should also be considered. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.

Financial Condition
-------------------
     Following is a comparison of the September 30, 1999 and December 31, 1998
consolidated balance sheets. Total deposits increased by $201 million or 4.8%,
principally as a result of a $395 million or 42.7% increase in certificates of
deposit greater than $100,000 and a $35 million or 3.7% increase in certificates
of deposit less than $100,000. This increase was partially offset by a $95
million or 7.8% decrease in money market savings accounts, a $39 million or 8.9%
decrease in money market checking accounts, a $13 million or 10.8% decrease in
savings accounts and an $81 million or 15.4% decrease in non-interest-bearing
deposits from normally higher year-end levels. The change in deposits are a
result of asset/liability management decisions related to the current interest
rate environment.

     Federal funds purchased and securities sold under agreements to repurchase
decreased $154 million or 25.6% from year-end 1998 levels. This category of
liabilities fluctuates with the availability of overnight funds purchased from
downstream correspondent banks.

     Federal Home Loan Bank advances increased $286 million or 39.1% from
December 31, 1998. This increase is principally the result of asset/liability
management decisions related to the current interest rate environment.

     Total loans, net of unearned discounts, increased by $487 million or 14.5%
compared to December 31, 1998 levels. Commercial loans increased by $98 million
or 16.0% and real estate construction loans increased by $7 million or 2.7%,
reflecting current demand. Real estate mortgage loans increased by $274 million
or 21.9% and consumer loans increased $104 million or 8.6%, reflecting an
increased emphasis on promoting home equity loans and other consumer products.

                                       10
<PAGE>

     Securities increased by $53 million or 2.5% from year-end 1998. Securities
held to maturity increased by $330 million or 23.9%, and securities available
for sale decreased by $277 million or 35.6%, reflecting current portfolio
investment strategies, and current market conditions.

     Federal funds sold and securities purchased under agreements to resell
decreased by $3 million or 4.2% from December 31, 1998 levels, reflecting levels
of activity of correspondent banks at September 30, 1999.

     Trading account securities decreased by $44 million or 70.2% from year-end
1998 levels. This decrease reflects the trading activity generated by NBC
Capital Markets Group, Inc., the Company's broker/dealer subsidiary, which
fluctuates from time to time.

     Broker/dealer customer receivables increased $11 million or 457.2% and
payables increased $4 million or 586.0% reflecting levels of activity.


Results of Operations
---------------------
Three Months Ended September 30, 1999, Compared to Three Months Ended September
30, 1998
-------------------------------------------------------------------------------

     Net income was $28,159,000 for the third quarter of 1999, a 23.3% increase
over the $22,844,000 reported for the same period a year earlier. Diluted
earnings per share were $.26, compared to $.22 per share in 1998, up 18.2%.
Basic earnings per share were $.26, compared to $.22 per share in 1998, up
18.2%.

     Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$10,544,000 or 19.8% for the third quarter of 1999, compared to third quarter
1998. This increase reflects a $20,301,000 or 19.6% increase in total interest
income that more than offsets a $9,757,000 or 19.4% increase in interest
expense. Interest income increased in 1999 due to an increase of $1,300,917,000
or 26.4% in total average earning assets, and decrease in the yield on average
earning assets from 8.34% in the third quarter of 1998 to 7.89% in the third
quarter of 1999. The increased volume of earning assets increased interest
income by approximately $27,347,000 while the decreased yield reduced interest
income by approximately $7,046,000. Interest expense increased in the third
quarter of 1999, reflecting an increase in average interest-bearing liabilities
of $1,148,981,000 or 26.5% and a decrease in the cost of interest-bearing
liabilities from 4.61% to 4.35%. The decrease in the rate paid on interest-
bearing liabilities decreased interest expense by approximately $3,601,000 and
the increase in average outstandings increased interest expense by approximately
$13,358,000. The net interest margin (taxable equivalent net interest income as
a percentage of average earning assets) was 4.07% in third quarter 1999,
compared to 4.29% in third quarter of 1998.

     The provision for loan losses in the third quarter of 1999 was $4,378,000,
versus $3,082,000 for the third quarter of 1998. Net charge-offs were
$1,760,000, or .19% of average net loans, compared to $1,710,000 or .22% of
average net loans in 1998. The allowance for loan losses totaled $58,119,000 at
September 30, 1999, representing 1.51% of quarter-end net loans, compared to
$48,421,000 or 1.50% of quarter-end net loans at September 30, 1998.

     Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended September 30, 1999, June 30, 1999, and September
30, 1998 (dollars in thousands):

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                             9-30-99          6-30-99           9-30-98
                                             -------          -------           -------
<S>                                          <C>              <C>               <C>
Non-accrual loans                            $    76          $   250           $   604
Renegotiated loans                                 0                0                 0
Other real estate                                217            1,200               724
                                             -------          -------           -------
Total non-earning assets                     $   293          $ 1,450           $ 1,328
                                             =======          =======           =======
Loans past due 90 days or more               $ 3,704          $ 4,202           $ 4,915
Percentage of total loans                        .10%             .12%              .15%
</TABLE>

     Non-interest income, excluding securities transactions, totaled $22,847,000
for the quarter, an increase of $1,034,000, or 4.7%, from last year's third
quarter. Securities gains totaled $20,000 in third quarter, 1999, compared to
$137,000 in 1998. Non-interest expenses (excluding the provision for loan
losses) increased by $303,000 or .8% in third quarter, 1999.

     The Company's return on average assets and return on average equity were
1.69% and 21.02% respectively, for third quarter of 1999. These compared with
1998 third quarter returns of 1.72% and 22.66%, respectively.


Nine Months Ended September 30, 1999, Compared to Nine Months Ended September
30, 1998
--------------------------------------------------------------------------------

     For the nine months ended September 30, 1999, net income totaled
$78,662,000, a 21.3% increase over the $64,842,000 for the first nine months of
1998. Diluted earnings per share were $.73, compared to $.61 for the same period
in 1998, a 19.7% increase. Basic earnings per share were $.74 compared to $.62
in 1998, a 19.7% increase. For the nine-month period, return on average assets
and return on average stockholders' equity were 1.64% and 21.84% respectively.
These compared with 1998 six month returns of 1.66% and 21.87%.

     Net interest income increased by $30,581,000 or 20.0% for the first nine
months of 1999. This increase reflects a $54,409,000 or 18.2% increase in total
interest income that more than offsets a $23,828,000 or 16.4% increase in
interest expense. Interest income increased in 1999 due to an increase of
$1,155,309,000 or 24.0% in total average earning assets partially offset by a
decrease in the yield on average earning assets from 8.29% in 1998 to 7.90% in
1999. The increased volume of earning assets increased interest income by
approximately $71,601,000, and the decreased yield reduced interest income by
approximately $17,192,000. Interest expense increased in the first nine months
of 1999, reflecting an increase in average interest-bearing liabilities of
$1,048,319,000 or 24.9%, with the cost of interest-bearing liabilities
decreasing from 4.63% to 4.31% in 1999. The increase in average outstandings
increased interest expense by approximately $36,302,000 while the decreased rate
reduced interest expense by approximately $12,474,000. The net interest margin
was 4.10% in the first nine months of 1999, compared to 4.24% in the first nine
months of 1998.

     The provision for loan losses for the first nine months of 1999 was
$10,902,000, versus $6,819,000 for the first nine months of 1998. Net charge-
offs were $5,668,000, or .22% of average net loans compared to $5,028,000, or
 .23% of average net loans in 1998.

     Non-interest income, excluding securities transactions, totaled $71,059,000
for the first nine months of 1999, compared to a total of $65,858,000 for the
first nine months of 1998, an increase of 7.9%. Included in 1999 is a $4,009,000
pre-tax gain from the sale of branches. Adjusting for this gain, non-interest
income increased 1.8% over 1998. Securities losses totaled $2,013,000 in 1999,
compared to a gain of $182,000 in 1998.

     Non-interest expenses (excluding the provision for loan losses) increased
by

                                       12
<PAGE>

$4,133,000 or 3.7% for the first nine months of 1999. Increased employment
and occupancy expenses relating to new products and locations, and increased
promotional expenses of new loan and deposit gathering campaigns were the
primary reasons for the increase.


Liquidity and Capital Resources
-------------------------------
     Interest-bearing bank balances, federal funds sold, trading account
securities, and securities available for sale are the principal sources of
short-term asset liquidity. Other sources of short-term liquidity include
federal funds purchased and repurchase agreements, credit lines with other
banks, and borrowings from the Federal Reserve Bank and the Federal Home Loan
Bank. Maturing loans and securities are the principal sources of long-term asset
liquidity.

     Total realized stockholders' equity increased by $122,337,000 from December
31, 1998. Due to a sale of common stock in second quarter 1999, additional paid-
in capital accounted for the majority of the increase. Through September 30,
1999, 8.2 million shares had been repurchased and cancelled under a stock
repurchase program initiated in January, 1996, and extended in December, 1997.

     The following capital ratios do not include the effect of FAS No. 115 or
FAS No. 133 on Tier I capital, total capital, or total risk-weighted assets.

     As indicated in the following table, the Company and its banking
subsidiaries exceeded all minimum required capital ratios for well-capitalized
institutions at September 30, 1999.

<TABLE>
<CAPTION>
                                                              9-30-99      6-30-99      9-30-98
                                                              -------      -------      -------
<S>                                                           <C>          <C>          <C>
Total capital to risk-weighted assets                          14.18%       14.45%       13.52%
Tier I capital to risk-weighted assets                         12.93%       13.21%       12.28%
Tier I capital to assets (leverage ratio)                       8.73%        8.96%        8.47%
</TABLE>

Year 2000 Preparations
----------------------

     The Company is Y2K ready and has met recommended regulatory milestones
which include: successful testing of all its mission critical systems for Year
2000 compliance; assessing risks associated with its major borrowers, funds
providers and other business partners; and expanding its business continuity
plans to address Year 2000 scenarios.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

     No significant changes since December 31, 1998. See Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                                       13
<PAGE>

PART II.  OTHER INFORMATION
---------------------------


Item 6.   Exhibits and Reports on Form 8-K
          ---------------------------------
          a.  Exhibits
              27.  Financial Data Schedule
          b.  Reports on Form 8-K
              The Registrant did not file any reports on Form 8-K
              during the quarter ended September 30, 1999.



                                  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.

                                          NATIONAL COMMERCE BANCORPORATION
                                          (Registrant)


                                     By   /s/ Lewis E. Holland
                                          --------------------------------------
                                          Lewis E. Holland
                                          Vice Chairman, Treasurer and
                                               Chief Financial Officer
                                          (Authorized Officer)
                                          (Principal Financial Officer)

Date  November 9, 1999
    --------------------

                                       14