A.G. Lafley Chairman of the Board and Chief Executive Officer

Fellow P&G Shareholders:

In last year’s annual report, I explained how P&G is designed to grow. We’ve designed a global, diversified business portfolio that enables P&G to grow consistently and reliably. We’ve developed the core strengths — consumer understanding, brand-building, innovation, go-to-market capability, and scale — that are needed to win in the consumer products industry. We manage the business with rigorous strategic, financial and operating discipline. We’ve built the most diverse, globally experienced team of business leaders in P&G’s 171-year history. These elements work in combination to ensure P&G can meet or exceed its growth targets reliably year after year.

At the heart of P&G’s design for growth is our capability to innovate — broadly, reliably, and successfully, year after year, in every part of our business. We innovate across more categories and on more leading brands than any other consumer products company. We have a broader range of science and technology than any of our competitors. We invest more in innovation and marketing support than any other consumer products company. We deliver an unrelenting stream of innovation with systematic discipline. And P&G’s businesses are run by women and men who are not only globally experienced general managers but also highly skilled innovation leaders.

This helps P&G deliver consistent, reliable innovation and reliable, sustainable growth. Innovation drives growth.

We saw this in fiscal 2008, as P&G delivered another year of innovation-driven growth at or above the Company’s target levels for sales, earnings-per-share and cash generation.

Fiscal 2008 Results

Fiscal 2008 was P&G’s seventh consecutive year of organic sales growth at or ahead of the long-term target range; brand and new product innovations, particularly in developing markets, accounted for virtually all this sales growth. Over the same period, diluted earnings per share have grown at a compound average growth rate of 13%(1), well ahead of our long-term target. We’ve generated more than $60 billion in free cash flow since the beginning of the decade. Most importantly, we’ve delivered consistently strong total shareholder return over the past ten-, five-, three- and one-year periods, above the Dow Jones Industrial Average.

P&G’s sales growth in fiscal 2008 came from a diverse mix of businesses and was driven primarily by innovation.

Growth was broad-based across all geographic regions, with mid-single-digit sales growth in developed markets and double-digit sales growth in developing markets.

We successfully completed the integration of Gillette, exceeding cost synergy and dilution targets. Revenue synergies are on target, with significant upside potential over the next three to five years. We’ve just begun to leverage the Gillette and Oral-B brands, both strong platforms for innovation.

On June 4, 2008, we announced our agreement to merge P&G’s coffee business with The J.M. Smucker Company. The agreement maximizes the after-tax value of the coffee business for P&G shareholders and minimizes earnings-per-share dilution versus other alternatives. We expect to complete the transaction during the second quarter of fiscal 2009.

1. 2001 EPS excludes $0.61 per share of costs from the Organization 2005 restructuring program and amortization of goodwill and indefinite-lived intangible assets.

Note: An explanation and reconciliation of free cash flow and organic sales for 2008 is provided in Other Information.

P&G Report Card

Progress Against P&G’s Goals and Strategies

Growth Results

Average annual Goals 2008 2001–2008
Organic Sales Growth (1) 4–6% 5% 6%
Earnings-per-Share Growth 10%+ 20% 13%(2)
Free Cash Flow Productivity (3) 90%+ 106% 118%

Growth Strategies (2001-2008)

Grow from the core: Leading Brands, Big Markets, Top Customers
Volume up 7%, on average, for P&G’s 24 billion-dollar brands(4)
Volume up 7%, on average, for P&G’s top 16 countries(5)
Volume up 8%, on average, for P&G’s top 10 retail customers(5)
Develop faster-growing, higher-margin, more asset-efficient businesses
Beauty sales more than doubled to $19.5 billion; profits tripled to $2.7 billion
Health Care sales more than doubled to $14.6 billion; profit increased 4-fold to $2.5 billion
Home Care sales more than doubled; profits more than tripled
Accelerate growth in developing markets and among low-income consumers
Developing market sales up 18% per year
Over one-third of total company sales growth from developing markets
Developing market profit margins comparable to developed market margins

(1) Organic sales exclude the impacts of acquisitions, divestitures and foreign exchange, which were 6%, on average, in 2001-2008.

(2) 2001 EPS excludes $0.61 per share of costs from the Organization 2005 restructuring program and amortization of goodwill and indefinite-lived intangible assets.

(3) Free cash flow productivity is the ratio of free cash flow to net earnings.

(4) Excludes the impact of adding newly acquired billion-dollar brands to the portfolio.

(5) Excludes impact of adding Gillette.

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