ConAgra Foods Inc. announced it has entered into an agreement to sell all of its remaining 15.4 million shares of Pilgrim's Pride Corporation to that company for an estimated $482 million before tax. ConAgra Foods will record a pretax gain of approximately $333 million from selling these shares during the first quarter of fiscal 2006. The transaction is conditioned upon Pilgrim's Pride Corporation's recently announced underwritten public offering, which is expected to occur on August 9, 2005.

ConAgra Foods sold its chicken processing operations to Pilgrim's Pride Corporation in the fall of 2003 for $300 million in cash and 25.4 million of Pilgrim's Pride shares; this was part of ConAgra Foods' strategy to focus on branded and valued-added opportunities. ConAgra Foods began liquidating the Pilgrim's Pride shares in December 2004, when it sold 10 million shares for $282 million before tax. The liquidation will be completed with the event described in this announcement. After these 15.4 million shares have been sold, ConAgra Foods will have received total proceeds in excess of $1 billion before taxes from the divestiture of the chicken processing operations.