J. M. Smucker Company (Procter & Gamble Co.) 425
Filed by The J. M. Smucker Company
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: The Procter & Gamble Company
Commission File No.: 001-00434
For Immediate Release
The J. M. Smucker Company Announces Fourth Quarter Results
Company Again Achieves Record Full-Year Sales and Earnings
Anticipated Folgers Merger Expected to be Accretive to Earnings in Fiscal 2009
ORRVILLE, Ohio, June 19, 2008 —The J. M. Smucker Company (NYSE: SJM) today announced results for the fourth quarter and fiscal year ended April 30, 2008. Results for the quarter and year ended April 30, 2008, include the operations of Eagle Family Foods Holdings, Inc. (“Eagle”) which was acquired on May 1, 2007.
Fourth Quarter Results
                         
    Three months ended        
    April 30,        
    2008     2007     % Increase  
    (Dollars in millions, except per share data)  
 
                       
Net sales
  $ 590.0     $ 493.5       20 %
Net income:
                       
Income
  $ 37.1     $ 42.5       (13 %)
Income per diluted share
  $ 0.67     $ 0.75       (11 %)
Net sales increased 20 percent in the fourth quarter of 2008 compared to the fourth quarter of 2007 as acquisitions accounted for over half of the growth, and price increases accounted for a majority of the remainder of the overall increase in sales. The acquired Eagle businesses contributed $42.5 million and acquisitions in total added $59.9 million in net sales during the quarter. The Smucker’s®, Crisco®, and Hungry Jack® brands increased over last year due to a combination of volume and pricing gains. Favorable exchange rates also contributed to net sales.
Net income per diluted share for the quarter was $0.67, a decrease of 11 percent compared to last year’s fourth quarter. During last year’s fourth quarter, a peanut butter competitor was temporarily out of the market, and as a result, sales benefited by approximately $15 million and earnings by an estimated $0.08 per share. Included in net income for this quarter was a net insurance settlement of approximately $4 million, or $0.05 per diluted share, related to storm damage at a third-party distribution center in Memphis, Tennessee. Also included in net income for the fourth quarter of 2008 were restructuring and merger and integration costs of $0.06 per diluted share, while net

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income for the fourth quarter of 2007 included restructuring and merger and integration costs of less than $0.01 per diluted share. Excluding restructuring and merger and integration costs in both years, the Company’s income per diluted share was $0.73 in the fourth quarter of 2008, and $0.75 in the fourth quarter of 2007, a decrease of 3 percent.
“Our performance this year is especially gratifying in a time of unprecedented cost increases,” commented Tim Smucker, chairman and co-chief executive officer. “Despite raw material cost increases over $150 million, we completed another record year with both sales and earnings exceeding our long-term strategic growth goals. It is our focus on the consumer, and meeting their needs with quality products, that provides the basis for our continued success and enhances opportunities for continued growth.”
“As we start the new year, we look forward to completing the transaction to merge the Folgers coffee business into Smucker,” added Richard Smucker, president and co-chief executive officer. “Folgers® is a perfect fit with our strategy to own and market number one brands in North America. The addition of Folgers will strengthen our portfolio of brands and we believe it is financially compelling. This powerful combination will provide increased size and scale that will benefit all of our businesses, position us for future growth, and deliver long-term shareholder value.”
Full Year Results
                         
    Year ended        
    April 30,        
    2008     2007     % Increase  
    (Dollars in millions, except per share data)  
 
                       
Net sales
  $ 2,524.8     $ 2,148.0       18 %
Net income:
                       
Income
  $ 170.4     $ 157.2       8 %
Income per diluted share
  $ 3.00     $ 2.76       9 %
Net sales increased 22 percent in 2008 compared to 2007, excluding the Canadian nonbranded, grain-based foodservice and industrial businesses sold in September 2006. The acquired Eagle businesses contributed $236.2 million in 2008 and total acquisitions added $279.7 million. Net sales increased 8 percent excluding both acquisitions and the divested Canadian businesses.
Net income per diluted share for 2008 was $3.00, an increase of 9 percent over last year. Net income for 2008 included restructuring and merger and integration costs of $0.15 per diluted share,

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while net income for 2007 included restructuring and merger and integration costs of $0.13 per diluted share. Excluding these costs in both years, the Company’s income per diluted share was $3.15 in 2008, and $2.89 in 2007, an increase of 9 percent.
The Company uses income and income per diluted share, excluding restructuring and merger and integration costs, as key measures of results of operations for purposes of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of results excluding such charges is consistent with the way management internally evaluates its businesses, facilitates the comparison of past and present operations, and provides management a more comprehensive understanding of the financial results. A reconciliation of non-GAAP measures to net income for the current quarter and year is included in the “Unaudited Financial Highlights” table.
Margins
                                 
    Three months ended     Year ended  
    April 30,     April 30,  
    2008     2007     2008     2007  
    (% of net sales)  
 
                               
Gross profit
    30.9 %     36.5 %     31.0 %     32.7 %
Selling, distribution, and administrative expenses
    20.3 %     22.2 %     19.4 %     20.6 %
Operating income
    10.5 %     13.9 %     11.3 %     11.8 %
Operating income decreased by $6.9 million, or 10 percent, compared to the fourth quarter of 2007, and decreased from 13.9 percent to 10.5 percent of net sales. The impact of higher raw material costs, predominantly the record levels for soybean oil and wheat, was the primary cause of the decline in gross profit to 30.9 percent of net sales compared to an unusually high 36.5 percent in last year’s fourth quarter. The impact of price increases taken to date, while essentially offsetting higher raw material costs, was not sufficient to maintain profit margins and accounted for approximately one-third of the gross margin decline. Margins in the current quarter were also negatively impacted by the Eagle business which, due to higher milk costs and a higher percentage of non-branded versus branded sales, realized margins below the Company’s average. Last year’s fourth quarter results also were favorably affected by the nonrecurring benefit of incremental higher-margin peanut butter sales.
Selling, distribution, and administrative (“SD&A”) expenses increased 9 percent, for the fourth quarter of 2008 compared to 2007, resulting from increased marketing investment, along with costs related to the acquired Eagle business. However, all SD&A expenses, particularly corporate

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overhead expenses, increased at a lesser rate than net sales resulting in an overall decrease in SD&A from 22.2 percent of net sales to 20.3 percent, providing some offset to the decline in gross profit as a percent of net sales. Restructuring and merger and integration costs were $4.1 million higher in the fourth quarter of 2008 compared to 2007, further reducing operating margin by almost 70 basis points.
Other
Interest expense increased by $4.7 million in the fourth quarter of 2008 compared to the fourth quarter of 2007, resulting from the issuance of $400 million in senior notes in the first quarter of 2008, a portion of which repaid short-term debt used in financing the Eagle acquisition.
The effective tax rate decreased to 30.0 percent in the fourth quarter of 2008, from 35.3 percent in the comparable period in 2007 primarily due to a lower state tax rate.
During the fourth quarter, the Company repurchased 1,296,600 common shares for $66.2 million in cash, including one million common shares under a previously announced Rule 10b5-1 trading plan.
Segment Performance
                                                 
Net sales   Three months ended April 30,     Year ended April 30,  
                    % Increase                     % Increase  
    2008     2007     (Decrease)     2008     2007     (Decrease)  
    (Dollars in millions)     (Dollars in millions)  
 
                                               
U.S. retail market
  $ 419.0     $ 365.5       15 %   $ 1,874.5     $ 1,547.1       21 %
Special markets
  $ 171.0     $ 128.0       34 %   $ 650.2     $ 601.0       8 %
Special markets excluding divested nonbranded Canadian businesses
  $ 171.0     $ 128.0       34 %   $ 650.2     $ 525.8       24 %
U.S. Retail Market
U.S. retail market segment net sales for the quarter were up 15 percent. Net sales in the consumer strategic business area increased 5 percent led by Smucker’s fruit spreads and Uncrustables®, and Hungry Jack products. Net sales in the consumer oils and baking strategic business area were up 32 percent. Excluding the contribution of $34.1 million from the acquired Eagle business, consumer oils and baking strategic business area net sales increased 6 percent, primarily due to volume gains in oils and price increases.

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For 2008, U.S. retail market segment net sales increased 21 percent compared to 2007. Net sales in the consumer strategic business area increased 9 percent. Excluding the contribution of $198.9 million from the acquired Eagle business, net sales in the oils and baking strategic business area increased 8 percent over 2007.
Special Markets
Net sales in the fourth quarter for the special markets segment increased 34 percent. Net sales in the Canada strategic business area were up 63 percent primarily due to the impact of the acquired Eagle and Carnation® canned milk businesses, the Europe’s Best® acquisition, and favorable exchange rates. Net sales increased 20 percent in the foodservice strategic business area, and were up 8 percent, excluding the contribution of the Eagle acquisition. Net sales in the beverage strategic business area increased by 16 percent.
For 2008, special markets segment net sales increased 24 percent compared to 2007, excluding divested Canadian businesses.
Outlook
Earlier this month, the Company announced that it entered into a definitive agreement with The Procter & Gamble Company (“P&G”) to merge P&G’s Folgers coffee business with and into the Company. Assuming the transaction closes early in the fourth quarter of calendar 2008, the Company’s net sales are estimated to range from $3.8 to $4.0 billion and earnings per share before one-time costs associated with the transaction, are estimated to range from $3.45 to $3.50. Actual results for the year will depend on the final closing date of the transaction.
On its base business, the Company expects raw material costs in 2009 to increase approximately $150 million over 2008 levels with soybean oil, wheat, peanuts, and certain fruits accounting for the majority of the increase. Pricing actions, taken over the last several months, and including those effective in May, will help offset the impact of the cost increases, but will not be sufficient to expand margins in the near term. The Company also plans to increase its 2009 marketing investment by 20 percent.

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Conference Call
The Company will conduct an earnings conference call and webcast on Thursday, June 19, 2008, at 8:30 a.m. E.T. The webcast, as well as a replay in downloadable MP3 format, can be accessed from the Company’s website at www.smuckers.com. For those unable to listen to the webcast, an audio replay will be available following the call and can be accessed by dialing 888-203-1112 or 719-457-0820, with a pass code of 7462309, and will be available until Thursday, June 26, 2008.
About The J. M. Smucker Company
The J. M. Smucker Company is the leading marketer and manufacturer of fruit spreads, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and health and natural foods beverages in North America. Its family of brands includes Smucker’s®, Jif®, Crisco®, Pillsbury®, Eagle Brand®, R.W. Knudsen Family®, Hungry Jack®, White Lily® and Martha White® in the United States, along with Robin Hood®, Five Roses®, Carnation®, Europe’s Best® and Bick’s® in Canada. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth and Independence established by its founder and namesake more than a century ago. Since 1998, the Company has appeared on FORTUNE Magazine’s annual listing of the 100 Best Companies to Work For in the United States, ranking number one in 2004. For more information about the Company, visit www.smuckers.com.
The J. M. Smucker Company is the owner of all trademarks, except Pillsbury is a trademark of The Pillsbury Company, used under license and Carnation is a trademark of Societe des Produits Nestle S.A., used under license.
The J. M. Smucker Company Forward-Looking Language
This press release contains forward-looking statements, including statements regarding estimates of future earnings and cash flows that are subject to risks and uncertainties that could cause actual results to differ materially. Uncertainties that could affect actual results include, but are not limited to: general economic conditions in the U.S.; the volatility of commodity markets from which raw materials are procured and the related impact on costs; crude oil price trends and its impact on transportation, energy, and packaging costs; the ability to successfully implement price changes; the success and cost of introducing new products and the competitive response; the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses; general competitive activity in the market, including competitors’ pricing practices and promotional spending levels; the concentration of certain of the Company’s businesses with key

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customers and the ability to manage and maintain key customer, supplier, and employee relationships; the loss of significant customers or a substantial reduction in orders from these customers or the bankruptcy of any such customer; the ability of the Company to obtain any required financing; the timing and amount of capital expenditures, restructuring, and merger and integration costs; the outcome of current and future tax examinations and other tax matters, and their related impact on the Company’s tax positions; the ability of the Company to obtain regulatory and shareholders’ approval of the Folgers merger without unexpected delays or conditions; the ability of the Company to integrate acquired and merged businesses in a timely and cost effective manner; the ability to achieve synergies and cost savings in the amounts and within the time frames anticipated; foreign currency and interest rate fluctuations; the timing and cost of acquiring common shares under the Company’s share repurchase authorization; and other factors affecting share prices and capital markets generally. Other risks and uncertainties that may materially affect the Company are detailed from time to time in the respective reports filed by the Company with the Securities and Exchange Commission, including Forms 10-Q, 10-K, and 8-K.
Additional Information
In connection with the proposed transaction between Smucker and P&G, Smucker will file a registration statement on Form S-4 with the U. S. Securities and Exchange Commission (“SEC”) registering the common shares to be issued to P&G shareholders in connection with the Folgers transaction and will also file a proxy statement with the SEC that will be sent to the shareholders of Smucker. Shareholders are urged to read the proxy statement and the prospectus included in the registration statement and any other relevant documents when they become available, because they will contain important information about Smucker, Folgers and the proposed transaction. The proxy statement, prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. The documents (when they are available) can also be obtained free of charge from Smucker upon written request to The J. M. Smucker Company, Shareholder Relations, Strawberry Lane, Orrville, Ohio 44667 or by calling (330) 684-3838, or from P&G upon written request to The Procter & Gamble Company, Shareholder Services Department, P.O. Box 5572, Cincinnati, Ohio 45201-5572 or by calling (800) 742-6253.
This communication is not a solicitation of a proxy from any security holder of Smucker. However, P&G, Smucker and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of The J. M. Smucker Company may be found in its 2007 Annual Report on Form 10-K filed with the

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SEC on June 26, 2007, and its definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on July 9, 2007. Information about the directors and executive officers of The Procter & Gamble Company may be found in its 2007 Annual Report on Form 10-K filed with the SEC on August 28, 2007, and its definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on August 28, 2007.
Contacts:
The J. M. Smucker Company
(330) 682-3000
Investors:
Mark R. Belgya
Vice President, Chief Financial Officer and Treasurer
Sonal Robinson
Director, Corporate Finance and Investor Relations
Media:
Maribeth Badertscher
Director, Corporate Communications

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The J. M. Smucker Company
Unaudited Condensed Consolidated Statements of Income
                                 
    Three Months Ended April 30,     Year Ended April 30,  
    2008     2007     2008     2007  
    (Dollars in thousands, except per share data)  
 
                               
Net sales
  $ 589,998     $ 493,472     $ 2,524,774     $ 2,148,017  
Cost of products sold
    406,511       313,569       1,741,100       1,435,981  
Cost of products sold — restructuring
    1,248             1,510       9,981  
 
                       
Gross Profit
    182,239       179,903       782,164       702,055  
Selling, distribution, and administrative expenses
    119,647       109,540       490,665       442,814  
Other restructuring costs
    1,631       783       3,237       2,120  
Merger and integration costs
    2,083       61       7,967       61  
Other operating (income) expense — net
    (2,809 )     955       (3,879 )     2,689  
 
                       
Operating Income
    61,687       68,564       284,174       254,371  
Interest income
    2,244       2,600       13,259       9,225  
Interest expense
    (10,410 )     (5,682 )     (42,145 )     (23,363 )
Other (expense) income — net
    (592 )     247       (500 )     771  
 
                       
Income Before Income Taxes
    52,929       65,729       254,788       241,004  
Income taxes
    15,878       23,230       84,409       83,785  
 
                       
Net Income
  $ 37,051     $ 42,499     $ 170,379     $ 157,219  
 
                       
 
                               
Net income per common share
  $ 0.68     $ 0.76     $ 3.03     $ 2.79  
 
                       
 
                               
Net income per common share— assuming dilution
  $ 0.67     $ 0.75     $ 3.00     $ 2.76  
 
                       
 
                               
Dividends declared per common share
  $ 0.32     $ 0.30     $ 1.22     $ 1.14  
 
                       
 
                               
Weighted-average shares outstanding
    54,721,975       56,240,696       56,226,206       56,432,839  
 
                       
Weighted-average shares outstanding — assuming dilution
    55,229,379       57,044,652       56,720,645       57,056,421  
 
                       

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The J. M. Smucker Company
Unaudited Condensed Consolidated Balance Sheets
                 
    April 30, 2008     April 30, 2007  
    (Dollars in thousands)  
Assets
               
Current Assets:
               
Cash and cash equivalents
  $ 184,175     $ 200,119  
Trade receivables
    162,426       124,048  
Inventories
    379,608       286,052  
Other current assets
    49,998       29,147  
 
           
Total Current Assets
    776,207       639,366  
 
               
Property, Plant, and Equipment, Net
    496,296       454,028  
 
               
Other Noncurrent Assets:
               
Goodwill
    1,132,476       990,771  
Other intangible assets, net
    614,000       478,194  
Marketable securities
    16,043       44,117  
Other assets
    94,859       87,347  
 
           
Total Other Noncurrent Assets
    1,857,378       1,600,429  
 
           
 
  $ 3,129,881     $ 2,693,823  
 
           
 
               
Liabilities and Shareholders’ Equity
               
Current Liabilities:
               
Accounts payable
  $ 119,844     $ 93,500  
Current portion of long-term debt
          33,000  
Other current liabilities
    119,553       109,968  
 
           
Total Current Liabilities
    239,397       236,468  
 
               
Noncurrent Liabilities:
               
Long-term debt, net of current portion
    789,684       392,643  
Other noncurrent liabilities
    300,947       269,055  
 
           
Total Noncurrent Liabilities
    1,090,631       661,698  
 
               
Shareholders’ Equity, net
    1,799,853       1,795,657  
 
           
 
  $ 3,129,881     $ 2,693,823  
 
           

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The J. M. Smucker Company
Unaudited Condensed Consolidated Statements of Cash Flow
                 
    Year Ended April 30,  
    2008     2007  
    (Dollars in thousands)  
Operating Activities
               
Net income
  $ 170,379     $ 157,219  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    58,497       57,346  
Amortization
    4,122       1,528  
Asset impairments and other restructuring charges
    1,510       10,089  
Share-based compensation expense
    11,531       11,257  
Working capital
    (54,462 )     35,985  
 
           
Net Cash Provided by Operating Activities
    191,577       273,424  
 
               
Investing Activities
               
Businesses acquired, net of cash acquired
    (220,949 )     (60,488 )
Additions to property, plant, and equipment
    (76,430 )     (57,002 )
Proceeds from sale of business
    3,407       84,054  
Purchases of marketable securities
    (229,405 )     (20,000 )
Sales and maturities of marketable securities
    257,536       26,272  
Other — net
    3,355       123  
 
           
Net Cash Used for Investing Activities
    (262,486 )     (27,041 )
 
               
Financing Activities
               
Proceeds from long-term debt
    400,000        
Repayments of long-term debt
    (148,000 )      
Dividends paid
    (68,074 )     (63,632 )
Purchase of treasury shares
    (152,521 )     (52,125 )
Other — net
    18,434       (1,868 )
 
           
Net Cash Provided by (Used for) Financing Activities
    49,839       (117,625 )
Effect of exchange rate changes
    5,126       (595 )
 
           
Net (decrease) increase in cash and cash equivalents
    (15,944 )     128,163  
Cash and cash equivalents at beginning of period
    200,119       71,956  
 
           
Cash and cash equivalents at end of period
  $ 184,175     $ 200,119  
 
           

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The J. M. Smucker Company
Unaudited Financial Highlights
                                 
    Three Months Ended April 30,     Year Ended April 30,  
    2008     2007     2008     2007  
    (Dollars in thousands, except per share data)  
 
                               
Net sales
  $ 589,998     $ 493,472     $ 2,524,774     $ 2,148,017  
 
                               
Net income and net income per common share:
                               
Net income
  $ 37,051     $ 42,499     $ 170,379     $ 157,219  
Net income per common share — assuming dilution
  $ 0.67     $ 0.75     $ 3.00     $ 2.76  
 
                               
Income before restructuring and merger and integration costs:(1)
                               
Income
  $ 40,433     $ 43,025     $ 178,881     $ 165,152  
Income per common share — assuming dilution
  $ 0.73     $ 0.75     $ 3.15     $ 2.89  
 
                               
(1) Reconciliation to net income:
                               
Income before income taxes
  $ 52,929     $ 65,729     $ 254,788     $ 241,004  
Merger and integration costs
    2,083       61       7,967       61  
Cost of products sold — restructuring
    1,248             1,510       9,981  
Other restructuring costs (credits)
    1,631       783       3,237       2,120  
 
                       
Income before income taxes, restructuring, and merger and integration costs
    57,891       66,573       267,502       253,166  
Income taxes
    17,458       23,548       88,621       88,014  
 
                       
Income before restructuring and merger and integration costs
  $ 40,433     $ 43,025     $ 178,881     $ 165,152  
 
                       
The Company uses income and income per diluted share, excluding restructuring and merger and integration costs, as key performance measures of results of operations for purposes of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with U.S. GAAP. Rather, the presentation of results excluding such charges is consistent with the way management internally evaluates its businesses, facilitates the comparison of past and present operations and provides management a more comprehensive understanding of the financial results.

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The J. M. Smucker Company
Unaudited Reportable Segments
                                 
    Three Months Ended April 30,     Year Ended April 30,  
    2008     2007     2008     2007  
    (Dollars in thousands)  
 
                               
Net sales:
                               
U.S. retail market
  $ 418,994     $ 365,508     $ 1,874,547     $ 1,547,064  
Special markets
    171,004       127,964       650,227       600,953  
 
                       
Total net sales
  $ 589,998     $ 493,472     $ 2,524,774     $ 2,148,017  
 
                       
 
                               
Segment profit:
                               
U.S. retail market
  $ 76,283     $ 82,999     $ 332,827     $ 319,795  
Special markets
    24,389       20,526       92,019       72,974  
 
                       
Total segment profit
  $ 100,672     $ 103,525     $ 424,846     $ 392,769  
 
                       

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