Thanks. Hello and thanks for joining us this morning. We'll be talking to you today about our second quarter 2009 results. This call may contain certain forward-looking statements about Fifth Third Bancorp pertaining to our financial condition, results of operations, plans and objectives. These statements involve certain risks and uncertainties. There are a number of factors that could cause results to differ materially from historical performance in these statements. We've identified a number of those factors in our forward-looking cautionary statement at the end of our earnings release and in other materials, and we encourage you to review those factors. Fifth Third undertakes no obligation and would not expect to update any such forward-looking statements after the date of this call. I'm joined in the call by several people, Kevin Kabat our Chairman, President and CEO, Chief Financial Officer Ross Kari, Chief Risk Officer Mary Tuuk, our Treasurer Mahesh Sankaran, and Jim Eglseder of Investor Relations. During the question and answer period please provide your name and that of your firm to the operator. With that I'll turn the call over to Kevin Kabat. Kevin?

Thanks, Jeff. Morning everyone and thanks for joining us. A release went out a couple of hours ago so hopefully you've had a chance to review it and we can address your questions during this call. Second quarter results were generally in line with the outlook we provided in April, and we've had a lot of announcements this quarter, the SCAP results, capital actions and the completion of the processing joint venture, so I expect that our comments this morning won't be surprising to you. With that being said I'd like to take the opportunity to provide some perspective on our actions and results before turning things over to Mary and Ross for a more detailed discussion of our credit and our financial performance. For the first time in a while more questions were answered than raised during the quarter for industry with the publication of the SCAP results and the capital raises that followed. The completion of the SCAP marked a critical turning point for the industry. Uncertainty about the levels and required quality of capital for large banks was addressed and new standards established. We've exceeded our tier one common equity commitment under the more adverse scenario by 60%, and we continue to attack credit and aggressively manage exposure to economic weakness and market volatility. Total loan losses for the first half of 2009 came in at $1.1 billion and that compares to an assumption under our SCAP more adverse scenario submission of $1.6 billion for the same period. Net charge-offs increased to $626 million, in line with what we expected. As for the third quarter, we're not expecting a significant increase but our current expectation is for loan losses in the third quarter to show a moderate increase from the second quarter with higher commercial real estate…

I'll start with charge-offs. As Kevin mentioned, charge-offs for the quarter were in line with our expectations. Commercial net charge-offs in the portfolio totaled $342 million or 281 basis points, up from $256 million or 208 basis points in the first quarter. C&I losses totaled $177 million, with nearly 40% of the losses attributable to auto dealers and real estate related industries. We have a total of about $1.5 billion outstanding to auto dealers which is fairly well distributed across the footprint. We've worked that down significantly over the past few years. About half of our exposure is to non-domestic car dealerships. Of the 2,000 Chrysler and GM dealers, we have loans to only eight Chrysler and 16 GM dealers that are on the closure list. Many of these are multi-brand dealers, and we don't expect significant problems from these relationships overall. Although our exposure to GM and Chrysler dealer actions is manageable we did feel some effect with $28 million of charge-offs in the dealer portfolio in the second quarter. We currently expect significantly lower auto dealer losses in the third quarter and for C&I losses to be lower, although they will remain elevated until the economy begins to improve. Commercial mortgage losses of $85 million were up $8 million from the first quarter with Michigan and Florida contributing 45% of losses. Commercial construction net charge-offs were $79 million, with Michigan and Florida generating 54% of losses. We expect commercial real estate losses to increase again in the third quarter, with Florida continuing to be a difficult market. We may be seeing losses starting to stabilize in Michigan, which would be a welcome change from trends over the past couple of years. Losses on home builder loans were $76 million during the quarter, a $12 million increase sequentially, and…

Thanks, Mary. Net income available to common shareholders was $856 million or $1.15 per share for the quarter, compared with a loss of $0.04 in the first quarter of 2009. One-time items this quarter include the $1.1 billion after-tax gain on our processing joint venture with Advent. The other two noteworthy items approximately offset one another. One was our $36 million after-tax special assessment from the FDIC's deposit insurance fund and the other was $35 million reduction to preferred dividends expense. The latter essentially represents the gain on convertible preferred exchange transactions. Excluding these items, the loss attributable to common shareholders was $198 million in the second quarter driven be credit costs which included provision for $415 million in excess of charge-offs. Also, our share count calculation is fairly complex this quarter. There is a reasonably lengthy discussion of it in today's release but briefly our average diluted share count is up 146 million shares. This reflects an average effect of 47 million shares related to the 158 million shares we issued in the common stock offering this quarter. Additionally, the "if converted" method used to calculate diluted ETF produces a more negative result this quarter due both to the higher level of earnings and the impact on preferred dividends associated with the exchange. As a result, all 96 million common shares underlying our convertible preferreds were included in the fully diluted share count for the second quarter. Looking ahead to the next quarter the simplest guidance I can give is that our diluted share count should approximate our period end share count of 795 million shares. Whether the "if converted" method impacts diluted earnings per share in future quarters will depend on the level of quarterly earnings. Just to give you a rule of thumb, the breakpoint for using…

Thanks, Ross. Okay, to wrap up, I'll say that the core results remain strong. Our announced capital actions have been successfully executed, and we've got a good handle on credit. Our management team and employees remain focused on our strategic initiatives, improving cross sales, optimizing market share, satisfying customers and engaging employees. We're building our brand and delivering great value for our customers, as we continue to introduce new products and offer competitive but reasonable rates. We've got the right tools to come out of this cycle in a strong position, and I look forward to speaking more about the success of these initiatives on future earnings calls and presentations. So we appreciate your time this morning, and with that, we will open it up for questions.

(Operator Instructions) Your first question comes from Brian Foran – Goldman Sachs. Brian Foran – Goldman Sachs: I guess, when I put together all your comments, the different comments you made about pre-provision, and I know there's a lot of moving parts with FTPS and the net interest margin, but it seems like you're talking about pre-provision could be like $700 million next quarter. Is that a reasonable range to think about, or am I double counting somewhere, or some offset that I'm missing?

Well, this quarter, Brian, our core pre-tax pre-provision was 680, and we're not giving guidance on that, but we did indicate that mortgage revenue will be down, obviously. And also the joint venture, there's about $40 million of pre-provision revenue that will go with that. So I don't think you would end up with that number. You wouldn't end up with a 700 kind of number. Brian Foran – Goldman Sachs: And then on credit the trends were obviously very positive this quarter, in terms of trajectory. I guess, really the only thing to pick at it is the TDR book, and when you talk about a re-default rate of 33%, is that the re-default you've experienced so far? Or is that where it's tracking for a lifetime re-default rate, and if it's the former what does 33% translate to, in terms of lifetime re-default?

Yes, that 33% is the rate that we've experienced pretty consistently since we've begun that program in the latter part of 2007. It's based on looking at 30 days past due and over trends. And we also look at it on a number of different calculations. We'll look at it in terms of overall modified loans. We also look at trends based on loans that are eligible for actual cure based on a prior modification, and as we look at all of the different ways of calculation, we believe that we're absolutely in line with the rest of the industry. That being said, we would expect that at some point as there is a little bit more aging of the modification activity that you'll see some of that trend reappear in some of our future mortgage trends, but we don't expect that it would be anything out of line with what the rest of the industry is seeing. Brian Foran – Goldman Sachs: Your reserve coverage and reserve adequacy screens very nicely relative to other regionals right now, and a few of the other banks that are now over 4% are kind of talking about the end of the reserve building process being in sight. Can you just give us a little bit color where you see your reserve building cycle and what the triggers are based on your reserve methodology? What needs to happen for reserve building to come to an end?

Well, our reserve build is driven off of a model we developed and certainly in conjunction or signed off by our auditor which projects future losses. We feel that our reserve is very strong right now, and that going forward, based on our current conservative estimates for losses, we will not need to build reserves anywhere near the level that we've been building reserves over the past several quarters. I think it's too early to call when the reserve builds go to zero or even start to draw down reserves. That will take probably a bit more time before we get the visibility, until when the credit losses start to come down, but we are feeling like we're clearly very strong. But we are feeling like we're clearly very strong. We've been aggressive in building the reserve. We've been aggressive in dealing with bad credits over the last several quarters and we're feeling like it's too early to say we're ahead of the game but we're certainly on top of it, so.

Your next question comes from Matthew O'Connor – Deutsche Bank. Matthew O'Connor – Deutsche Bank Securities: If I could just follow up on some of the outlook comments on credit, you know, in the charge-off side I think you said up from here, but indicated it would be less than we've seen this quarter in a recent periods, just wondering if you could give a little more details on that, and same thing on the NPAs? I'm just trying to frame the magnitude a little better.

With respect to charge-offs, what we are anticipating for the next quarter is that we would see something largely in line with this quarter or perhaps a very moderate increase. With respect to NPA trends, really what we're seeing there in terms of the expectation of an increase is that the increase in and of itself would be at a rate of increase which would be more in line with prior quarters or perhaps lower. In fact, significantly lower than prior quarters as opposed to this quarter. In terms of what's driving that NPA increase, we're looking at the trends that would suggest that we are in the heart of the commercial credit cycle. That being said, we are also targeted and very focused on a couple of our larger credits that we're projecting for potential nonaccrual for the third quarter, so there is a little bit of lumpiness that also might be driving that. Matthew O'Connor – Deutsche Bank Securities: So just to be clear, the charge-off dollar amount you expect to be up modestly from Q2 level?

Yes. Matthew O'Connor – Deutsche Bank Securities: Then the NPAs I think kind of like the last four or five quarters was increasing around 25% or 30% and it would be much less than that from what you can tell right now?

Yes. Matthew O'Connor – Deutsche Bank Securities: And then just separately, as we think about unemployment hopefully peaking here the next few quarters, do you guys have any sense of once unemployment peaks what happens to consumer credit? Does it start trending down or maybe as people run out of savings and benefits there's still some elevated losses there? How do you think that plays out in terms of, even if unemployment just stays high, what that impacts your consumer book?

When we look at unemployment we look at the consumer product of card and auto probably with greater focus. The trends that we've seen with respect to our real estate products are driven more by some of the legacy underwriting and some of the earlier deterioration that we saw because of the drop in home prices. So with respect to future increases in unemployment and the impact that that might have, we think it would have a larger impact for our card book and perhaps our auto book. That being said, our card book is a very, very small proportion of our overall loan book. It's $1.9 billion and it's a portfolio that is really largely a relationship portfolio, it's all in footprint. So even as we perhaps may see some future impact of unemployment, the proportion of that impact would be much smaller because of the overall proportion of that card book to the overall loan book.

Clearly, Matt, though, if unemployment were to stop, we do believe you'd see a positive impact in terms of consumer book. I think that would be something very much aligned with our expectations, when that occurs in the future. Matthew O'Connor – Deutsche Bank Securities: On the income producing commercial real estate, it seems like there's a huge bifurcation of views out there. The fixed income resource folks seem to be very negative on it. The banks seem to say they've got some of the good stuff and aren't really concerned about it. What's your view on it and how is your stuff maybe different from other banks or from what's in CMBS?

Matt, as we look at income producing, we look at that separate and apart really from our homebuilder book, which is correlated to the residential portion of our commercial real estate book. And as you know, we've experienced quite a bit of stress in the last couple of quarters. We've been very aggressive about how we've dealt with those problem issues within the residential portion of the commercial real estate book. So as we look at other portions of that book, the incoming producing or the non-owner occupied portion of the portfolio, although we're seeing some stress and some weakening, it's not nearly to the degree of stress that we saw in the residential portion of the book. That being said, it's something that we're monitoring very, very closely. And in particular what we're looking at would be rent trends along with vacancy rates. And although we might see some squeezing effective cash flows with respect to those trends, at this point in time, there's some moderate weakness, but nothing to the degree of what we had seen in the homebuilder book. So from a standpoint of loss severity, even if there is more weakness in that book, the loss severity would be a lot less than what we saw in the residential portion of that book.

Your next question comes from Chris Mutascio – Stifel Nicolaus. Christopher Mutascio – Stifel Nicolaus & Company: Mary, just quickly, I just want to make sure I clarify; the modified loans you talk about, that's basically the restructured loans that you report on the earnings release?

True.

That's correct. Christopher Mutascio – Stifel Nicolaus & Company: And, then, Ross, on the preferred dividend outlook, can you kind of give me a thought on what the preferred dividends on a quarterly basis will be going forward given some of the exchanges you took place in second quarter?

Well, basically, we eliminated 63% of the Series G preferreds. The Series G preferred dividend was about $23 million to $24 million per quarter prior to the exchange. So you would eliminate 63% of that and then compare it to, say ,the dividend that we, the preferred dividend that we paid in the first quarter, so that's the adjustment you would make.

Your next question comes from Mike Mayo – CLSA. Mike Mayo – Calyon Securities: Can you just elaborate more on the commercial trends like when you say there's a few large credits out there, kind of what industry, what geographies have you most concerned on the commercial side?

As we look at the commercial trends right now, we are still focused, certainly, on the real estate portion of the book and so from that standpoint, we would continue to monitor the construction and the mortgage products within that book. In terms of geography, what we talked about is that we think we're seeing some earlier signs of improvement in the Michigan geography. Florida certainly continues to be more of a stress point for us and so we're very, very focused on that. And with respect to the C&I portion of the book, as we look at some of the industries we do expect that we would see a decrease in experience in the auto dealer portion of the book. We think that that's a pretty good story for us. And beyond that, I think it would be a fairly diversified look at the book and it would really correlate more closely to just pressures that may pop up in a more diversified way. Mike Mayo – Calyon Securities: And then just one very general question, you said you think mortgage goes down in the third quarter, so I think just based on your own guidance, starting the third quarter, the actual credit losses, before any reserve building, would be greater than your pre-provision, pre-tax profits. And I guess that's not a surprise, some other banks are there, too. But then the question is how long do you think credit losses would be above kind of the pre-provision, pre-tax profits? Do you have a sense of when you emerge from that, because this GAAP period, as you mentioned, you'll be kind of home free three out of the eight quarters, but I'm just wondering if eight quarters is long enough for when you might be in that kind of deficit position, when credit losses are above kind of your ongoing ability to absorb them? Just maybe a general response or specific, however you can comment.

I think it's really too early to call when the trends start to come down. We're very focused on getting as much visibility into our portfolio as far out as possible, but I'd say the next couple of quarters we're expecting losses that are somewhat stable with what they've been this past quarter. Beyond that, I think it's too early to call. Mike Mayo – Calyon Securities: And just maybe since commercial real estate is kind of a bigger deal now than it was before, just your best guess, if that's what it is, on how long that will take to play out?

The only thing we would say at this point, Mike, while we are looking at that, we have not seen anything that we'd highlight to you in terms of a problem other than what's going on in terms of general deterioration of the economy, so it's hard for me to give you different color on that. Mary, if there's anything else you'd add on that piece?

Yes, the only thing I would add is that we've been very aggressive and transparent in talking through how we've been dealing with our problem issues in that residential portion of the commercial real estate book or what we would call our homebuilder book, and so certainly I think we've been aggressive. And because of the geographies we've seen an earlier deterioration with some of the exposure in Michigan and Florida, but with respect to the rest of the book, I would take it back to some of Kevin's comments.

Your next question comes from Betsy Graseck – Morgan Stanley. Betsy Graseck – Morgan Stanley: Two things, one is on auto, and I greatly appreciate the detail you gave on the corporate side, that's very helpful and I think much lower than what some folks had been anticipating. The other thing is just on auto, could you give us a sense as to how you think about how auto is going to impact your consumer portfolio and what you're doing to mitigate any risks there that you might see?

You're looking at our commercial auto exposure? Betsy Graseck – Morgan Stanley: Yes, just given the fact that there's going to be some changes in the industry, how are you thinking about how it's going to be impacting the communities where you operate and the degree of risk that you might have associated with those communities and how you're mitigating that risk?

Yes. I think the way that we would look at that is the increased unemployment from certain of our geographies that would be most directly impacted by that. That would be primarily certain parts of northern Ohio as well as eastern Michigan. That being said, our overall exposure in eastern Michigan to some of the other card products that we've talked about would be at a more mitigated point of exposure than perhaps what we've seen in some of our other geographies. We've also been well ahead of that in anticipating what the impact would be of increasing unemployment in those geographies. So although we expect that there would be some impact, we do believe that we've been well out ahead of that.

Also, Betsy, we have taken a lot of action already in terms of that entire segment and that entire space. We've tried to be clear about what we've done in terms of lower exposures, both directly to the OEMs as well as to the dealers and the suppliers, etc., all the way down the chain. So if you were to look at it just at a point in time, from 18 to 24 months ago to today, our total risk exposure is down significantly from that perspective.

Yes, so with respect to the commercial side of the book and the impact there, we think that we're in a very strong position relative to others who have experienced those impacts. And with respect to the consumer impacts, again, that we think we've been well out ahead of that in anticipating what that impact would be for those geographies. Betsy Graseck – Morgan Stanley: Second question is just on liquidity, and you indicated how you've been improving that, in particular in the most recent quarter. I should say not only improving, but strengthening. You've had strong liquidity for a while. I'm just wondering how you think about your position today and is there any other changes that you would be anticipating making to bolster liquidity even further?

Well, I think that we feel like we're in very strong position from a liquidity perspective. There are some things that certainly would come in the future, not necessarily to bolster liquidity, but will have that impact, and that will be when we step up and issue unsecured senior debt, which is going to be required to pay back the TARP preferreds. Plus as soon as the pricing in the debt markets get back to where we end up with much more reasonable pricing, we want to get back and start to be a presence in terms of issuing debt. But it's not necessarily from the need to generate additional liquidity right now. We see that over the next several quarters, at least right now, it's looking like commercial loan demand is going to remain sluggish and the deposit trends are very, very positive, so we see the improvements in liquidity just organically continuing. Betsy Graseck – Morgan Stanley: And how are you thinking about the timeline for TARP or what types of things are you looking for, in your business model to occur to get you to a point where you'd start to be thinking about paying back TARP?

Well, obviously, it's been in the back of our mind, but we don't see the improvement in the credit trends that we'd like to see quite yet. Things have stabilized, they haven't started to come down yet and really that's what I think we'd like to see. Betsy Graseck – Morgan Stanley: You're talking about NPL growth because that's improved, obviously Q-on-Q.

That's improved dramatically. I think we're talking about charge-off growth, charge-off levels, excuse me.

And general trends in the economy in general, Betsy. We want to make sure we're right on this decision.

Your next question comes from Bob Patten – Morgan, Keegan. Robert Patten – Morgan, Keegan & Company: Most of my questions have been asked. Kevin, just strategically, what's your thoughts on FDIC activity and the opportunity? Do you guys have the resources at this time to engage in any FDIC assisted deals? Is there any discussions? How should we sort of think of that over the next couple of quarters.

I think, Bob, for the most part we continue to be active in consideration and looking, but we're very focused on doing the things we need to do relative to where we are taking the company from that perspective. If something opportunistically were to come to us, we'd consider it from that standpoint, but it's not like we have that as a key part of our priorities or our strategies at this point. So you know we have participated in some of the FDIC transactions, assisted transactions or handed transactions in the past. They have to make sense to us given what our experience has been and given what is going on in the environment today. But we're staying focused in terms of driving value, really doing the things we've talked about today and continue to keep our people focused internally from that standpoint and not really counting on that being a key element of success for us. Robert Patten – Morgan, Keegan & Company: Are you sensing any increase in activity, though? I think we've all been surprised that it's been a little quiet from the FDIC in terms of encouraging deals to happen.

Yes, again, our perspective has really been around staying focused on the things that really mean a lot to us and our shareholders. If you look at some of the geographies of where some of the biggest challenges from an FDIC perspective have come, they've fallen outside of our marketplace. We don't see that as an opportunity or a strategy that would make sense to us, in terms of bridging to new parts of geography through an FDIC transaction. So until they move a little bit closer to home, they really are off our radar. Thanks everybody, appreciate you spending time with us and we'll talk to you next quarter.