Income Tax Consequences of the Merger of Sears and Kmart

The material United States federal income tax consequences of the merger of Sears and Kmart are discussed beginning on page 81 of the joint proxy statement/prospectus which was distributed in connection with the meeting of shareholders at which the merger was considered and approved.

The discussion in the joint proxy statement/prospectus is not a complete description of all of the tax consequences of the merger. We urge you to consult with your tax advisor regarding the tax consequences of the merger to you.










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