Folgers was formerly a wholly owned subsidiary of P&G. On November 6, 2008,pursuant to the previously announced merger, a subsidiary of The J. M. SmuckerCompany (NYSE: SJM) merged with and into Folgers, with Folgers surviving as awholly owned subsidiary of Smucker.

Under the terms of the offer, 1.6342 shares of Folgers common stock wereexchanged for each share of P&G common stock accepted in the offer. Followingthe merger, each share of Folgers common stock automatically converted intothe right to receive one Smucker common share. The Smucker common sharesissued in the Folgers merger represent approximately 53.5 percent of theSmucker common shares that are outstanding after the merger.

P&G accepted 38,652,878 shares of P&G common stock for exchange in theexchange offer. Of the 484,121,230 shares of P&G common stock validly tendered,487,109 shares were tendered by odd lot shareholders not subject to proration.Shares of P&G common stock validly tendered by each tendering P&G shareholderother than odd lot shareholders tendering their entire position were exchangedfor shares of Folgers common stock on a pro-rata basis. Shares of P&G commonstock tendered but not exchanged due to proration will be returned totendering shareholders.

Under the terms of the offer, fractional Smucker common shares will not beissued. Instead, fractional shares will be aggregated and sold, and the netcash proceeds of such sale will be distributed to tendering P&G shareholdersotherwise entitled to fractional interests.

Morgan Stanley & Co. Incorporated served as the dealer manager for theexchange offer.

Based on actual proceeds from the transaction, P&G now expects the gainfrom the Folgers transaction to be approximately $0.63 per share, an increaseof $0.13 per share from the previous estimate of $0.50 per share. Based onthe new estimate, the company now expects earnings per share of $1.58 to $1.63for the October - December quarter and $4.28 to $4.38 for the 2009 fiscal year.P&G plans to announce the final gain on the transaction as part of its reportof December quarter results, which is currently scheduled for January 30, 2009.

About Procter & Gamble

Three billion times a day, P&G brands touch the lives of people around theworld. The company has one of the strongest portfolios of trusted, quality,leadership brands, including Pampers(R), Tide(R), Ariel(R), Always(R),Whisper(R), Pantene(R), Mach3(R), Bounty(R), Dawn(R), Gain(R), Pringles(R),Charmin(R), Downy(R), Lenor(R), Iams(R), Crest(R), Oral-B(R), Actonel(R),Duracell(R), Olay(R), Head & Shoulders(R), Wella(R), Gillette(R), Braun(R) andFusion(R). The P&G community includes approximately 138,000 employees workingin over 80 countries worldwide. Please visit http://www.pg.com for the latestnews and in-depth information about P&G and its brands.

Forward-Looking Statements

All statements, other than statements of historical fact included in thisrelease, are forward-looking statements, as that term is defined in thePrivate Securities Litigation Reform Act of 1995. Such statements are based onfinancial data, market assumptions and business plans available only as of thetime the statements are made, which may become out of date or incomplete. Weassume no obligation to update any forward-looking statement as a result ofnew information, future events or other factors. Forward-looking statementsare inherently uncertain, and investors must recognize that events coulddiffer significantly from our expectations. In addition to the risks anduncertainties noted in this release, there are certain factors that couldcause actual results to differ materially from those anticipated by some ofthe statements made. These include: (1) the ability to achieve business plans,including with respect to lower income consumers and growing existing salesand volume profitably despite high levels of competitive activity, especiallywith respect to the product categories and geographical markets (includingdeveloping markets) in which the Company has chosen to focus; (2) the abilityto successfully execute, manage and integrate key acquisitions and mergers andto achieve the cost and growth synergies in accordance with the stated goalsof these transactions; (3) the ability to manage and maintain key customerrelationships; (4) the ability to maintain key manufacturing and supplysources (including sole supplier and plant manufacturing sources); (5) theability to successfully manage regulatory, tax and legal matters (includingproduct liability, patent, intellectual property, and competition law matters),and to resolve pending matters within current estimates; (6) the ability tosuccessfully implement, achieve and sustain cost improvement plans inmanufacturing and overhead areas, including the Company's outsourcing projects;(7) the ability to successfully manage currency (including currency issues involatile countries), debt, interest rate and commodity cost exposures andsignificant credit or liquidity issues; (8) the ability to manage continuedglobal political and/or economic uncertainty and disruptions, especially inthe Company's significant geographical markets, as well as any politicaland/or economic uncertainty and disruptions due to a global or regional creditcrisis or terrorist and other hostile activities; (9) the ability tosuccessfully manage competitive factors, including prices, promotionalincentives and trade terms for products; (10) the ability to obtain patentsand respond to technological advances attained by competitors and patentsgranted to competitors; (11) the ability to successfully manage increases inthe prices of raw materials used to make the Company's products; (12) theability to stay close to consumers in an era of increased media fragmentation;and (13) the ability to stay on the leading edge of innovation and maintain apositive reputation on our brands. For additional information concerningfactors that could cause actual results to materially differ from thoseprojected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.

Additional information

Smucker and Folgers have filed registration statements with the U. S.Securities and Exchange Commission ("SEC") registering the shares of Folgerscommon stock and Smucker common shares to be issued to P&G shareholders inconnection with the Folgers transaction. In connection with the exchangeoffer for the shares of common stock of Folgers, P&G filed on October 8, 2008a tender offer statement with the SEC. P&G shareholders are urged to read theprospectus included in the registration statements, the tender offer statementand any other relevant documents, because they contain important informationabout Smucker, Folgers and the transaction. The prospectus, tender offerstatement and other documents relating to the transaction can be obtained freeof charge from the SEC's website at www.sec.gov. The documents can also beobtained free of charge from P&G upon written request to The Procter andGamble Company, Shareholder Services Department, P.O. Box 5572, Cincinnati,Ohio 45201-5572 or by calling (800) 742-6253, or from Smucker upon writtenrequest to The J. M. Smucker Company, Shareholder Relations, Strawberry Lane,Orrville, Ohio 44667 or by calling (330) 684-3838.

This communication shall not constitute an offer to sell or thesolicitation of an offer to buy securities, nor shall there be any sale ofsecurities in any jurisdiction in which such solicitation or sale would beunlawful prior to registration or qualification under the securities laws ofsuch jurisdiction. No offer of securities shall be made except by means of aprospectus meeting the requirements of Section 10 of the Securities Act of1933, as amended.

SOURCE Procter & Gamble