Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc. 2. R. J. Reynolds Tobacco Company North Carolina 100% R.J. Reynolds Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc.
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Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc. 2. R. J. Reynolds Tobacco Company North Carolina 100% R.J. Reynolds Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc.
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Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc. 2. R. J. Reynolds X. X. Xxxxxxxx Tobacco Company North Carolina 100% R.J. Reynolds X.X. Xxxxxxxx Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc.
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Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — Developments—JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC Santa Fe has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTCSanta Fe’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC Santa Fe and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc. 2. R. J. Reynolds Tobacco Company North Carolina 100% R.J. Reynolds Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc..
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Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for IndemnificationDevelopments—Canadian Matters,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolvedresolved pursuant to the SA-MR. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC Santa Fe and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC Santa Fe has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTCSanta Fe’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC Santa Fe and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100100 % Conwood Holdings, Inc. 2. R. J. Reynolds Tobacco Company North Carolina 100100 % R.J. Reynolds Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100% Conwood Holdings, Inc.Interest
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Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments — JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, SFNTC and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations. Lease Commitments RAI has operating lease agreements that are primarily for office space, automobiles, warehouse space and computer equipment. The majority of these leases expire within the next five years and some contain renewal or purchase options and escalation clauses or restrictions relating to subleases. Total rent expense was $19 million, $18 million and $20 million for 2012, 2011 and 2010, respectively. Future minimum lease payments as of December 31, 2012 were as follows: Noncancellable Operating Leases 2013 $ 20 2014 18 2015 14 2016 9 2017 4 Total $ 65 Schedule 3.12 Subsidiaries Part A: Material Subsidiaries Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100100 % Conwood Holdings, Inc. 2. R. J. Reynolds X. X. Xxxxxxxx Tobacco Company North Carolina 100100 % R.J. Reynolds X.X. Xxxxxxxx Tobacco Holdings, Inc. Part B: Subsidiary Guarantors Name of Subsidiary State of Incorporation/Formation Borrower Direct/Indirect Ownership Interest Direct Owner 1. American Snuff Company, LLC Delaware 100100 % Conwood Holdings, Inc.
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