Mark Belgya - Chief Financial Officer Tim Smucker - Chairman and Co-CEO Richard Smucker - President and Co-CEO Vince Byrd - Senior Vice President Consumer Market Steve Oakland - Vice President and General Manager Consumer Oils and Baking Mark Smucker - Vice President International Paul Smucker Wagstaff - Vice President Food Service and Beverage Market

Gretchen Montgomery – Deutsche Bank Farha Aslam – Stephens Chuck Cerankosky – FTN Midwest Eric Serotta - Merrill Lynch Tom Maher – Lord Abbett

Welcome to The J.M. Smucker Company fourth quarter 2008 earnings conference call. (Operator Instructions) I will now turn the conference over to Mr. Mark Belgya.

Welcome to The J.M. Smucker Company fourth quarter 2008 earnings conference call. I am the company’s Chief Financial Officer and thank you for joining us this morning. Also on the call from the company this morning are Tim Smucker, Chairman and Co-CEO, Richard Smucker, President and Co-CEO, Vince Byrd, Senior Vice President of our Consumer Market, Steve Oakland, Vice President and General Manager of our Consumer Oils and Baking businesses, Mark Smucker, Vice President of International and Paul Smucker Wagstaff, Vice President Food Service and Beverage Market. After this brief introduction I will turn the call over to Tim for opening comments. I will then review the financial results for the quarter and Rich will comment on our recent Folgers announcement, provide an overview of 2009 and offer closing remarks. At the conclusion of these comments we will be available to answer your questions. If you’ve not seen our press release it is available on our website at Smuckers.com. A replay of this call is available on the website in downloadable MP3 format. If you have any questions or comments after today’s call please feel free to contact me or Sonal Robinson, Director of Corporate Finance and Investor Relations. I would like to remind you that certain statements in this presentation and during the question and answer period that follows may relate to future events and expectations and as such, constitute forward looking statements within the meaning of the Private Securities Legislation Reform Act of 1995. I invite you to read the full disclosure statement concerning such forward looking statements in the press release. I also want to point out that the company uses non-GAAP results for the purpose of evaluating performance internally. Additional discussion on non-GAAP information is also detailed in our press release. With that I’ll turn the call over to Tim.

I would like to begin by summarizing the key highlights for the year. First we concluded another record year with sales up 18% and earnings per share up 9% both ahead of our strategic goals despite an unprecedented cost environment. Also our compounded annual growth rate for the past 10 years is 9.6% and for the past five years is 8% which exceeds and achieves respectively our long term growth guidance. Second we continued to focus on our strategy of owning number one brands in North America making a number of complementary acquisitions. Third we continued to support our brands with marketing investment up 16% for the year and the introduction of 30 new products. Finally we repurchased approximately 5% of our shares returning value to our shareholders. As you know on June 4th we announced an agreement with Proctor & Gamble to merge the Folgers Coffee business into The Smucker Company. The Smucker family of brands is a trusted part of everyday meals, casual get togethers and special occasions all of which foster family connections and lasting memories. Folgers has a long tradition of being part of memorable meals and is an excellent fit in our family of brands. We are eager to welcome the Folgers brands and the employees into The Smucker Company. While we look forward to completing the Folgers transaction in the fall we acquired a number of businesses and brands during fiscal 2008 that continued to strengthen our presence in the center of the store. We increased our prominence in the baking aisle with the acquisition of Eagle the largest producer of sweetened condensed and evaporated milk in North America and the addition of Carnation canned milk and products in Canada. We also expanded our presence in the freezer aisle of the Canadian market with the addition of Europe’s Best the number one brand of premium all natural frozen fruit in Canada. Carnation and Europe’s Best joined our already strong portfolio brands becoming our seventh and eighth number one brand in Canada. Shortly after the year ended we acquired the highly recognized Knott’s Berry Farm brand a producer and marketer of high quality jams, jellies, preserves and gift boxes in the United States. New products are another important component of our growth strategy. We continually seek to understand consumer’s needs and then respond with products that are good and good for you, easy for you and make you smile. With this strategic architecture guiding our product development The Smucker Family of Brands provides consumers with high quality products they know they can trust. Here is an update of some of those recent introductions. We extended the Jiff brand to the snack nuts category. Currently we are in test markets in the central United States and response has been encouraging. Our new television advertising reminds snack nut consumers we have to be choosy we’re Jiff. The addition of Crisco Olive Oil offers consumers a trusted brand in the good for you olive oil category. Due to the success in our roll our markets we continue to move towards national distribution. New packaging has been created for the product along with a new media campaign which will be aired this fall to support the expanded distribution. In addition to Crisco Olive Oil our recent introduction of Crisco Puritan Canola Oil with Omega 3 DHA gives consumers yet another smart choice. Other better for you alternatives include Pillsbury reduced sugar cake mixes, frostings and brownies and Martha White whole grain muffins. We have also extended the reach of our Hungry Jack brand with new products that offer consumers greater convenience. We are currently testing Hungry Jack refrigerated potatoes, Hungry Jack frozen biscuits and Hungry Jack snackin waffles ready to eat waffles. We believe these new products are in line with consumer demand and provide opportunities for growth. Looking at other activities during 2008 we consolidated to a single North American systems platform and implemented a Best in Class trade marketing system. In addition we achieved a major milestone in our go to market strategy. In January we appointed Advantage Sales and Marketing as our single national broker for all of our grocery business in the US retail segment. The transition was completed in the fourth quarter and will help us further improve customer service, realize a number of near term efficiencies and position us for future growth. In addition after Proctor & Gamble made the decision to separate Folgers they appointed Advantage as their broker for that business. Advantage has been preparing to assume responsibility for the business which should further facilitate a smooth go to market transition and integration. Our acquisitions, new product development and other initiatives represent an investment of time, money and people. We would not be able to achieve the success we have without our talented and dedicated employees who continue to focus on our core business while embracing change as we grow. We look forward to the addition of the Folgers business and to welcoming Folgers employees to The Smucker Family. We are confident our strategy will result in long term profitable growth. I would like now to turn the call back to Mark to have him review the financial results.

Sales were up 20% for the quarter with the acquisition of Eagle, Carnation and Europe’s Best being approximately 60% of the gain. While price increases accounted for the majority of the remainder. These gains were partially offset by volume declines in baking and peanut butter. Favorable exchange rates also contributed. GAAP earnings per share were $0.67 this quarter and $0.75 in the fourth quarter of last year including restructuring and merger and integration costs which were primarily Eagle related. Excluding these charges in both years earnings per share were $0.73 this quarter and $0.75 in last years quarter. Last year’s fourth quarter benefited from the sale of approximately $15 million and earnings of $0.08 per share due to the withdrawal of a peanut butter competitor during that period. While the situation increased the volatility of the peanut butter category over the last 15 months its important to note Jiff volume has increased 11% and net sales have increased 18% over the past two years demonstrating the strength of the brand. Operating income decreased almost $3 million for the quarter excluding charges and declined as a percent of sales from 14.1% to 11.3%. Gross margin excluding charges declined to 31.1% this year from an unusually high 36.5% last year. The impact of higher raw material costs predominantly the record levels for soybean oil and wheat was the primary cause of the decline. While pricing actions were taken that essentially offset the higher commodity costs, the timing of the pricing lagged the costs increases and the magnitude of the price increases were not in a position to maintain profit margins. Gross margins in the quarter were also negatively impacted by the addition of the lower margin Eagle business. The magnitude of the increase in milk costs and an unfavorable sales mix contributed to Eagle’s lower than average gross margins. In the coming year we anticipate Eagle margins to be more in line with their historical levels. For fiscal 2009 excluding Folgers we expect raw material costs to increase an additional $150 million over 2008 with soybean oil, wheat, peanuts and certain fruits accounting for the majority of the increase. Additional price increases taken or planned for 2009 along with the full year impact of pricing actions taken during 2008 are expected to offset these cost increases. SG&A as a percent of sales once again declined from 22.2% to 20.3% helping to somewhat offset the gross margin impact. In line with our brand billing efforts marketing costs increased 13% compared to last year and nearly 18% specific to our retail business in the United States and Canada. Corporate overhead expenses increased only 5.5% leading to an overall decline in SG&A as a percent of sales. For 2009 we expect to increase marking investments on the base Smucker business by more than 20% over last year primarily in support of the continued roll out of Crisco Olive Oil. Included in the quarter results is a net insurance settlement of approximately $4 million or $0.05 per share relating to store damage at our third party distribution center in Memphis, Tennessee. This amount is reported in the other operating income and expense new line item on the income statement. Previously similar type gains and losses including those on disposition of assets were reported below operating income and have been reclassified to this line item. Now turning to segment results, sales in our US retail segment were up 15% in the fourth quarter excluding the addition of Eagle sales for the segment were up 5%. Sales in the consumer area were up 5% primarily in Smucker Fruit Spread and Uncrustables and Hungry Jack potatoes, pancakes and syrups. Sales of Uncrustables through all channels increased 21% in 2008 and exceeded $100 million. Sales in the Oils and Baking business increased 6% excluding Eagle compared to last year. Volume and pricing gains in oils more than offset declines in baking ingredients and mixes. In the special markets segment sales were $171 million for the quarter up 34%. Canada contributed two thirds of the increase primarily due to the impact of the acquired Eagle, Carnation and Europe’s Best businesses and favorable exchange rates. Food Service was up 8% excluding Eagle with gains in both the traditional and schools channel. Sales in our beverage business were up 16% compared to last year. The effective tax rate declined from 35.3% in last year’s fourth quarter to 30% this year primarily due to a lower state tax rate resulting from the favorable resolution of certain state tax contingencies. The full year effective tax rate of 33.1% was in line with our estimate provided last quarter. In 2009 we expect the effective tax rate to remain favorable to the statutory rate at approximately 33% again excluding the impact of Folgers. During the quarter we repurchased approximately 1.3 million shares at a cost of about $66 million. This includes 1 million shares acquired as part of a 10b5-1 Plan. For the full year we repurchased 2.9 million shares at a total cost of $152 million. Adding $68 million paid in dividends we returned approximately $220 million to shareholders during fiscal 2008. With the transaction structure to Folgers merger we will be restricted in our ability to repurchase shares for two years after the closing of the transaction. We believe that share repurchase is an attractive alternative for delivering value to our shareholders and will consider future actions once the two year limitation expires. I would now like to turn the call over to Richard.

With another record year in 2008 I’d like to join Tim in recognizing our employees who made this possible. We know that their dedicated support will enable us to continue to generate strong performance in the years to come. We look forward to welcoming a new group of talented employees into our company when we complete the Folgers merger. This transaction brings one of Americas best known brands into The Smucker Family of Brands and allows us to offer consumers yet another number one brand in a key category. Folgers has a rich heritage high quality product offerings and strong consumer loyalty. Over the years Folgers has created some of the most memorable marketing and advertising messages including the well known tag line “The best part of waking up is Folgers in your cup.” Whether its waking up with a freshly brewed cup of Folgers coffee with Hungry Jack pancakes or Smuckers jam on a piece of toast or ending your day with Folgers coffee and slice of Pillsbury cake these brands are a great fit together. With many opportunities for multi-brand marketing events Folgers is an excellent fit strategically as the number one retail packaged coffee brand in the United States it is clearly aligned with our strategy to own and market number one food brands in North America. Folgers is more than a billion dollar brand our first and is our tenth number one brand. This powerful combination provides increased size and scale that will benefit all of our businesses. The transaction is financially compelling accretive to earnings on a full year basis and increasing sales to almost $5 billion in the first full year. We also expect margins to expand and cash flow to increase significantly. Briefly summarizing the transactions it will be structured as an all stock reverse morris transaction. Proctor and Gamble shareholders will own approximately 53.5% of the combined company. At the completion of the transaction we will have approximately 118 million shares outstanding. Prior to the merger Smucker shareholders as of a record date planned in September will receive a special dividend of $5 per share. This dividend recognizes the loyalty of the Smucker shareholders and provides an immediate return of approximately 10%. In addition to the added strategic value of the merger on their investment in Smuckers. As part of the transaction Folgers will incur $350 million of debt which will be assumed by Smuckers after the transaction. We expect our total debt to increase by approximately $650 million but we will have a stronger balance sheet with a debt to EBITDA below two times. Assuming the transaction closes early in the fourth quarter of calendar 2008 we expect fiscal 2009 sales of approximately $3.8 to $4 billion and earnings per share of approximately $3.45 to $3.50 per share excluding one time costs associated with the transaction. Longer term we are committed to strategic net sales growth rate of 6% with acquisitions continuing to play a key role and earnings per share growth of 8% or better. There’s been a great deal of activity since the announcement. Tim, Vince and I have met with Folgers management and together we have visited all the Folgers locations to meet the employees, conduct employee communications and tour the facility. The passion for Folgers was evident at each location. These meetings have only enhanced our enthusiasm for the business and its fit with Smuckers. Together we have great opportunities to continue to build a business with unparalleled brands and returns. We look forward to completing the transaction which brings significant value to current and future Smuckers shareholders. We will continue to manage for the long term and are confident that our investments in new brands and businesses will continue to provide long term profitable growth. To summarize the year; first we completed another record year in terms of financial performance. Second we welcomed several new leading brands to The Smucker Company that will provide growth opportunities in new categories. Third we added to shareholder return by continuing our strong dividend policy and repurchasing approximately 5% of our shares outstanding. Fourth our pricing moves have finally caught up with our cost increases and we are beginning fiscal 2009 with strong top and bottom line momentum. Finally we have positioned ourselves for substantial future growth with the announcement of the Folgers transaction. Thank you very much for your time and we’d now be happy to answer your questions.

(Operator Instructions) Your first question comes from Gretchen Montgomery – Deutsche Bank. Gretchen Montgomery – Deutsche Bank: It seems like in the summer months the consumer will experience a fuller flow through of commodity prices given gasoline prices as well as food as companies are taking off some of the protection from earlier in the year. What are your thoughts about demand elasticity going forward?

If you think about our product categories that we’re in, we’re in a lot of staple type businesses and people that are eating home more because they don’t want to travel as much or don’t want to eat out as much we think our product categories that we’re in and the brands that we’re in will do quite well and actually have done quite well during this period. We normally do fairly well in a rough economy. And we’re off to a very good start. Gretchen Montgomery – Deutsche Bank: Have you seen that benefit from the shift from away from home eating to at home eating? Have you started to see that yet?

On the food service side we’ve seen a little softness in our restaurant business however one of the benefits we have is we have the school market which is very stable and it continues to grow then our healthcare market is also doing very well, that’s growing. It’s kind of offset and we’re in good shape.

Your next question comes from Farha Aslam – Stephens. Farha Aslam – Stephens: On the P&G transaction, P&G shareholders do they have any lock for a period of time post the transaction?

No. Farha Aslam – Stephens: You guys have a lock up or sort of a restriction that you can’t repurchase shares for two years.

That’s correct, that’s part of the reverse morris trust. Farha Aslam – Stephens: Could you just share with us a little bit more detail on your comment that your pricing has now caught up with your commodities. What level of pricing have you had to take in your products and when you say that is that because your hedge on your commodities you pretty much know your costs?

The answer to your second question is correct. Our hedging our commodities we know our costs certainly most of fiscal ’09 but our price increases vary quite a bit by categories depending on which categories we’re in. I’ll let both Steve and Vince speak to that.

We did take pricing on the majority of our categories in May. Those were to cover the costs that we’ve incurred as well as anticipated costs over the next six months. We fell we’re in very good shape on the spread side and the Hungry Jack side of the businesses.

As far as oils and baking as you know there were dramatic price changes last year. The oils increases went in earlier in the year; there was an additional 30% on Crisco at the end of the fiscal year. Those price increases are through and frankly oils had a great Easter. The oil business again were leaders in that business and we got off to a good start, we led those price increases. The baking business price increases went in around the Easter timeframe. Those are all in place now. All the shelf prices have moved and we seem to see that business settling out right now. Farha Aslam – Stephens: Have you seen competitors follow these price increases?

For the most part with the exception of fruit spreads it typically lags anywhere from maybe three to four months but in the other categories we’ve seen following or in one case we actually followed. Yes, those have already been reflected. Farha Aslam – Stephens: My final question is on packaging, are you guys comfortable with your positions and how much of an increase are you factoring into your guidance?

I would say that we’ve anticipated what we’ve known up to date and included in our raw material costs was some packaging components. Clearly there is, particularly the plastic is petroleum driven and if that were to continue we would have to revisit some of the increases to date we have factored in.

Your next question comes from Chuck Cerankosky – FTN Midwest. Chuck Cerankosky – FTN Midwest: Going a little bit back consumer behavior what other shifts have you seen besides more eating at home that affects your business? Are you losing any share to private label at this time?

Not really, not on the spread side. The biggest issues of course is we have a major competitor that’s back in the market and gaining share back on peanut butter but no not really on some of the other categories.

In the oils business in certain markets there’s some size trade down. Some of our gallon business is going to 64 oz those kinds of things. We build our plan around that and we’re fortunate with the Crisco business we offer all those sizes. We’re in a position to hit the price point that the market wants. We’re still able to get those things merchandized and on the floor at the different retailers around the country. Chuck Cerankosky – FTN Midwest: Aside to the size trade down does that end up helping you due to more frequent purchase?

It may be too early to tell you that. We don’t think that the actual usage at home is going to change that much though it should frankly. Those are just happening now. I don’t think we have enough data to confirm it. Chuck Cerankosky – FTN Midwest: How about any channel shifts where your products are moving through.

There’s a little bit of channel shift it’s not a big amount. As you know the deeper discounters are doing a little bit better same store sales than maybe the traditional stores. We obviously are represented all those channels. Chuck Cerankosky – FTN Midwest: Do you have any acquisition terms on the Knott’s Berry acquisition?

In terms of what we paid and so forth? Chuck Cerankosky – FTN Midwest: Exactly.

We didn’t disclose, we said roughly $40 million in sales on an annual basis but that was the extent of the terms of the discussion. Chuck Cerankosky – FTN Midwest: If we’re looking at Eagle margins reverting to historical patterns this year what are you comparing it to in your previous comments we didn’t pick up whether you’re talking more about fourth quarter Eagle margins or all of fiscal ’08.

All of fiscal ’08. The Eagle business closed at really a tough time if you look at milk costs went from about $11 100 weight to mid $20s or low $20s. The way the accounting on that transaction we had to write all that inventory up we weren’t allowed to price it until we owned it. We got pricing in immediately after we owned it but there’s obviously a couple month lag there. The Eagle organization’s balance sheet wasn’t that strong, they didn’t have a hedge position on. We obviously have changed that. Milk sells for different amounts throughout the year. Our organization has been able to lock that in now. You couldn’t have orchestrated a tougher market in the milk business last year. The brand did great; sales were fine now we’ve got the costs and the plants in line.

Just a little more to that, we talk in terms of the administrative side, I think Steve is more specific to gross profit and some degree operating income but we’ve also been able to achieve the synergies we expected as it related to the administrative side of the house. All in all clearly margins on the overall Eagle business are going to be moving up from here.

Your next question comes from Eric Serotta - Merrill Lynch. Eric Serotta - Merrill Lynch: I wanted to clarify that the $0.73 EPS number that you quoted was excluding the restructuring charges and the merger integration costs but it did include the $0.05 of the insurance proceeds.

That’s right. Eric Serotta - Merrill Lynch: Were those proceeds related to a storm or costs that were incurred in this quarter or in a previous quarter?

It’s actually related to an unfortunate situation that happened in February in Memphis where a tornado hit and destroyed the facility of the third party warehouse where it was primarily all Smucker products. The loss is for all intents and purposes were in the fourth quarter by the time we got through figuring out what it was and totaling up all the costs. Eric Serotta - Merrill Lynch: Could you clarify, I think someone made a statement earlier that you know most of your costs for fiscal 2009. I’m a little bit surprised by that comment. My understanding was that you usually plan out for a given season with the retailers and then lock in your costs. It seems like there’s a number of commodities you’re exposed to that really don’t have very liquid or active markets for hedging. Could you clarify that statement a bit in terms of knowing your costs for fiscal ’09? I image you’re not hedged on dairy, are you hedged on wheat and oils for the year or just through the upcoming fall date?

Honestly these markets have been more volatile then what we’ve seen in the past. There have been opportunities in the hedgable markets to cover fall date. Our customers expect us to price fall date right now. Those coverage’s need to be in place in order to do that. You can hedge milk actually. There are a number of instruments that you can use to try and flatten that out. Milk prices are low in the summer and high in the winter. There are instruments you can do both contracting with the dairy as well as instruments over the counter and traded instruments. Based on those things we feel pretty good. Absolutely there are some commodities that we’re still exposed to; there are some things in our contracts that we would be exposed to. Given the cost environment we just came out of we’re probably a little more conservative this year than the past.

If you think about peanuts and fruit we know for the most part where those are going to land for the next fiscal year given some contracts. There is obviously some exposures that relates to corn and corn sweetener. We have those locked for a period of time as well. Overall we’re in pretty good shape.

Your next question comes from Tom Maher – Lord Abbett. Tom Maher – Lord Abbett: I was wondering if you could walk through the reentry into the peanut butter market of the major competitor in terms of the promotional activity and perhaps the progression of that through the quarter.

I think it’s fairly obvious that they have decided to get back the market share that they lost and again to take a step back a year ago when it occurred we and others obviously benefited from that. We at that point pulled some trade support because obviously there was no need to quite frankly to discount it. Clearly they are back and to be honest with you they are discounting it at double digit levels below even private label and over 30% below the two other major manufacturers including ourselves. They’re back to about where they were before the incident occurred. As we look forward though we have addressed capacity related concerns that we had last fiscal year and we are back on a full promotional basis for the most part. It’s still a bit of a volatile situation given what’s going on with the raw material and peanuts but again we feel we’re in very very good shape. That would be how I’d summarize it. Tom Maher – Lord Abbett: In terms of oils that last major price increase on Crisco has that gone fully through to the end consumers at this point?

All the vegetable oil pricing you’d see on the shelf today. Tom Maher – Lord Abbett: In terms of the immediate impact we’ve seen what it will do to volumes one way or the other?

Yes, absolutely and all brands and we’ve seen private label go up. Tom Maher – Lord Abbett: In the press release you guys actually called out the impact on the Eagle business of milk. Any chance you would quantify that because that’s obviously a newer raw material for you guys and given the dynamics of that acquired business I’m trying to get a sense of whether that’s fully stabilized and how much that might have impacted the quarter just reported.

We wouldn’t give the specifics to it but its stabilized and I think as Steve just reported as we go into ’09 several of the factors that negatively impacted ’08 have been addressed, the costs have settled, we’ve done some hedging and we’re comfortable with it the margins will improve. Tom Maher – Lord Abbett: In terms of the gross margin pressure we’ve seen it’s not like things are about to improve but perhaps we’re kind of seeing the bulk of that impact?

That’s right.

: Eric Serotta - Merrill Lynch: A quick follow up on the peanut butter business. The $10 to $15 million in sales in the year ago quarter or opportunistic sales you said in the press release that equated to about $0.08 in EPS could you give us a rough estimate as to what the incremental benefit was on the bottom line for the first quarter of ’08 as we’re modeling through we have a basis for looking at the year over year comparison?

We gave the sales estimate last year and I guess I would just frame it in that the fourth quarter of last year was the most dramatic increase because it occurred as you recall in February it would be less than the impact we had in the fourth quarter, probably not being more specific than that. Eric Serotta - Merrill Lynch: Would the margins on those incremental sales be as great as the margins where on incremental sales in the fiscal fourth quarter of ’07?

No they would not.

Your next question comes from Chuck Cerankosky – FTN Midwest. Chuck Cerankosky – FTN Midwest: Going to the Folgers acquisition do you see any significant obstacles of getting that transaction completed either regulatory or anything else? Also could you perhaps more narrowly define when it might close at this point?

No we don’t see any problems with any of the approvals it just takes some time. We’re planning to close it in the October/November time period, something like that.

I will now turn the conference back to you to conclude.

Thank you very much for taking time to be with us today and again I just want to share that we’re tremendously excited about the Folgers transaction as Richard said in his comments we’ve had a privilege to visit with a number of the Folgers team. I’m so impressed with the passion that they have for the business and we think it’s going to be a perfect fit for us going forward. A great platform for continued growth. Thanks a lot, have a great day.