Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The accompanying condensed consolidating financial information has been prepared and presented pursuant to Securities and Exchange Commission (“SEC”) Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Affiliates Whose Securities Collateralize an Issue Registered or Being Registered.” Each of the subsidiary guarantors is 100% owned, directly or indirectly, by the Company, and all guarantees are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. The Company has outstanding $835,000 principal amount of its 7.75% Senior Secured Notes due 2021 that are guaranteed subject to certain customary automatic release provisions on a joint and several basis by all of the 100% owned domestic subsidiaries of the Company that are engaged in the conduct of its cigarette businesses. (See Note 6 ). The notes are not guaranteed by any of the Company’s subsidiaries engaged in the real estate businesses conducted through its subsidiary New Valley. Presented herein are Condensed Consolidating Balance Sheets as of June 30, 2016 and December 31, 2015 , the related Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2016 and the related Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2016 and 2015 of Vector Group. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). The indenture contains covenants that restrict the payment of dividends by the Company if the Company’s consolidated earnings before interest, taxes, depreciation and amortization (“Consolidated EBITDA”), as defined in the indenture, for the most recently ended four full quarters is less than $75,000 . The indenture also restricts the incurrence of debt if the Company’s Leverage Ratio and its Secured Leverage Ratio, as defined in the indenture, exceed 3.0 and 1.5 , respectively. The Company’s Leverage Ratio is defined in the indenture as the ratio of the Company’s and the guaranteeing subsidiaries’ total debt less the fair market value of the Company’s cash, investments in marketable securities and long-term investments to Consolidated EBITDA, as defined in the indenture. The Company’s Secured Leverage Ratio is defined in the indenture in the same manner as the Leverage Ratio, except that secured indebtedness is substituted for indebtedness. CONDENSED CONSOLIDATING BALANCE SHEETS June 30, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 335,034 $ 32,246 $ 107,458 $ — $ 474,738 Investment securities available for sale 120,283 40,571 — — 160,854 Accounts receivable - trade, net — 15,015 10,061 — 25,076 Intercompany receivables 16,435 — — (16,435 ) — Inventories — 92,735 — — 92,735 Income taxes receivable, net 12,342 — — (12,124 ) 218 Restricted assets — 8,523 914 — 9,437 Other current assets 618 3,794 35,751 — 40,163 Total current assets 484,712 192,884 154,184 (28,559 ) 803,221 Property, plant and equipment, net 1,452 51,122 19,330 — 71,904 Investments in real estate, net — — 23,328 — 23,328 Long-term investments 58,414 454 501 — 59,369 Investments in real estate ventures — — 206,139 — 206,139 Investments in consolidated subsidiaries 517,365 — — (517,365 ) — Restricted assets 1,720 7,666 — — 9,386 Goodwill and other intangible assets, net — 107,511 155,355 — 262,866 Prepaid pension costs — 21,302 — — 21,302 Other assets 7,621 12,002 2,362 — 21,985 Total assets $ 1,071,284 $ 392,941 $ 561,199 $ (545,924 ) $ 1,479,500 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 16,523 $ 92 $ — $ 16,615 Current portion of employee benefits — 914 — — 914 Intercompany payables — 585 15,850 (16,435 ) — Income taxes payable, net — 11,501 623 (12,124 ) — Litigation accruals and current payments due under the Master Settlement Agreement — 60,486 — — 60,486 Other current liabilities 44,520 55,350 40,518 — 140,388 Total current liabilities 44,520 145,359 57,083 (28,559 ) 218,403 Notes payable, long-term debt and other obligations, less current portion 1,104,171 6,338 222 — 1,110,731 Fair value of derivatives embedded within convertible debt 126,932 — — — 126,932 Non-current employee benefits 40,075 15,233 — — 55,308 Deferred income taxes, net 7,826 35,138 44,950 — 87,914 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 5,285 45,010 5,353 — 55,648 Total liabilities 1,328,809 247,078 107,608 (28,559 ) 1,654,936 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (257,525 ) 145,863 371,502 (517,365 ) (257,525 ) Non-controlling interest — — 82,089 — 82,089 Total stockholders' (deficiency) equity (257,525 ) 145,863 453,591 (517,365 ) (175,436 ) Total liabilities and stockholders' deficiency $ 1,071,284 $ 392,941 $ 561,199 $ (545,924 ) $ 1,479,500 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 111,470 $ 12,375 $ 116,523 $ — $ 240,368 Investment securities available for sale 131,810 50,166 — — 181,976 Accounts receivable - trade, net — 15,913 7,976 — 23,889 Intercompany receivables 11,293 — — (11,293 ) — Inventories — 86,516 — — 86,516 Income taxes receivable, net 8,213 — — (5,372 ) 2,841 Restricted assets — 7,781 1,414 — 9,195 Other current assets 575 3,747 34,632 — 38,954 Total current assets 263,361 176,498 160,545 (16,665 ) 583,739 Property, plant and equipment, net 1,711 54,097 19,824 — 75,632 Investments in real estate, net — — 23,318 — 23,318 Long-term investments 61,747 478 501 — 62,726 Investments in real estate ventures — — 217,168 — 217,168 Investments in consolidated subsidiaries 532,501 — — (532,501 ) — Restricted assets 1,713 10,590 — — 12,303 Goodwill and other intangible assets, net — 107,511 156,448 — 263,959 Prepaid pension costs — 20,650 — — 20,650 Other assets 7,582 11,769 1,769 — 21,120 Total assets $ 868,615 $ 381,593 $ 579,573 $ (549,166 ) $ 1,280,615 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 8,733 $ 186 $ — $ 8,919 Current portion of employee benefits — 915 — — 915 Intercompany payables — 586 10,707 (11,293 ) — Income taxes payable, net — 5,464 4 (5,372 ) 96 Litigation accruals and current payments due under the Master Settlement Agreement — 52,145 — — 52,145 Other current liabilities 38,140 74,083 41,994 — 154,217 Total current liabilities 38,140 141,926 52,891 (16,665 ) 216,292 Notes payable, long-term debt and other obligations, less current portion 848,368 7,519 221 — 856,108 Fair value of derivatives embedded within convertible debt 144,042 — — — 144,042 Non-current employee benefits 39,244 15,811 — — 55,055 Deferred income taxes, net 2,675 33,791 42,963 — 79,429 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 2,193 44,982 4,675 — 51,850 Total liabilities 1,074,662 244,029 100,750 (16,665 ) 1,402,776 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (206,047 ) 137,564 394,937 (532,501 ) (206,047 ) Non-controlling interest — — 83,886 — 83,886 Total stockholders' (deficiency) equity (206,047 ) 137,564 478,823 (532,501 ) (122,161 ) Total liabilities and stockholders' deficiency $ 868,615 $ 381,593 $ 579,573 $ (549,166 ) $ 1,280,615 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 255,648 $ 182,765 $ (140 ) $ 438,273 Expenses: Cost of sales — 168,614 115,017 — 283,631 Operating, selling, administrative and general expenses 9,019 18,943 56,100 (140 ) 83,922 Management fee expense — 2,663 — (2,663 ) — Operating (loss) income (9,019 ) 65,428 11,648 2,663 70,720 Other income (expenses): Interest expense (35,522 ) (843 ) (4 ) — (36,369 ) Change in fair value of derivatives embedded within convertible debt 7,416 — — — 7,416 Equity in earnings from real estate ventures — — 2,813 — 2,813 Equity in earnings (loss) from investments 1,097 (8 ) — — 1,089 Gain on sale of investment securities available for sale 139 — — — 139 Impairment of investment securities available for sale (49 ) — — — (49 ) Equity in earnings in consolidated subsidiaries 46,441 — — (46,441 ) — Management fee income 2,663 — — (2,663 ) — Other, net (93 ) 244 430 — 581 Income before provision for income taxes 13,073 64,821 14,887 (46,441 ) 46,340 Income tax benefit (expense) 10,942 (24,907 ) (5,038 ) — (19,003 ) Net income 24,015 39,914 9,849 (46,441 ) 27,337 Net income attributed to non-controlling interest — — (3,322 ) — (3,322 ) Net income attributed to Vector Group Ltd. $ 24,015 $ 39,914 $ 6,527 $ (46,441 ) $ 24,015 Comprehensive income attributed to non-controlling interest $ — $ — $ (3,322 ) $ — $ (3,322 ) Comprehensive income attributed to Vector Group Ltd. $ 23,746 $ 39,793 $ 6,527 $ (46,320 ) $ 23,746 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 255,291 $ 161,022 $ (140 ) $ 416,173 Expenses: Cost of sales — 175,334 103,870 — 279,204 Operating, selling, administrative and general expenses 7,174 22,555 50,327 (140 ) 79,916 Litigation settlement and judgment expense — 1,250 — — 1,250 Management fee expense — 2,563 — (2,563 ) — Operating (loss) income (7,174 ) 53,589 6,825 2,563 55,803 Other income (expenses): Interest expense (30,880 ) (879 ) (2 ) — (31,761 ) Change in fair value of derivatives embedded within convertible debt 5,256 — — — 5,256 Equity in earnings from real estate ventures — — 1,856 — 1,856 Equity in loss from investments (2,147 ) (16 ) — — (2,163 ) Loss on sale of investment securities available for sale (190 ) — — — (190 ) Equity in earnings in consolidated subsidiaries 35,745 — — (35,745 ) — Management fee income 2,563 — — (2,563 ) — Other, net 1,192 200 429 — 1,821 Income before provision for income taxes 4,365 52,894 9,108 (35,745 ) 30,622 Income tax benefit (expense) 13,242 (21,219 ) (3,201 ) — (11,178 ) Net income 17,607 31,675 5,907 (35,745 ) 19,444 Net income attributed to non-controlling interest — — (1,837 ) — (1,837 ) Net income attributed to Vector Group Ltd. $ 17,607 $ 31,675 $ 4,070 $ (35,745 ) $ 17,607 Comprehensive income attributed to non-controlling interest $ — $ — $ (1,837 ) $ — $ (1,837 ) Comprehensive income attributed to Vector Group Ltd. $ 17,834 $ 31,131 $ 4,070 $ (35,201 ) $ 17,834 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 476,790 $ 342,512 $ (229 ) $ 819,073 Expenses: Cost of sales — 305,358 214,695 — 520,053 Operating, selling, administrative and general expenses 18,215 37,216 108,548 (229 ) 163,750 Litigation settlement and judgment expense — 2,350 — — 2,350 Management fee expense — 5,325 — (5,325 ) — Restructuring charges — 41 — — 41 Operating (loss) income (18,215 ) 126,500 19,269 5,325 132,879 Other income (expenses): Interest expense (65,280 ) (1,802 ) (7 ) — (67,089 ) Change in fair value of derivatives embedded within convertible debt 17,110 — — — 17,110 Equity in earnings from real estate ventures — — 2,306 — 2,306 Equity in losses from investments (558 ) (24 ) — — (582 ) Gain on sale of investment securities available for sale 315 391 — — 706 Impairment of investment securities available for sale (90 ) (4,772 ) — — (4,862 ) Equity in earnings in consolidated subsidiaries 82,051 — — (82,051 ) — Management fee income 5,325 — — (5,325 ) — Other, net 307 481 840 — 1,628 Income before provision for income taxes 20,965 120,774 22,408 (82,051 ) 82,096 Income tax benefit (expense) 22,388 (48,293 ) (7,461 ) — (33,366 ) Net income 43,353 72,481 14,947 (82,051 ) 48,730 Net income attributed to non-controlling interest — — (5,377 ) — (5,377 ) Net income attributed to Vector Group Ltd. $ 43,353 $ 72,481 $ 9,570 $ (82,051 ) $ 43,353 Comprehensive income attributed to non-controlling interest $ — $ — $ (5,377 ) $ — $ (5,377 ) Comprehensive income attributed to Vector Group Ltd. $ 43,127 $ 72,503 $ 9,570 $ (82,073 ) $ 43,127 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2015 Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 483,914 $ 293,278 $ (259 ) $ 776,933 Expenses: Cost of sales — 332,994 188,228 — 521,222 Operating, selling, administrative and general expenses 14,368 43,892 96,096 (259 ) 154,097 Litigation settlement and judgment expense — 2,093 — — 2,093 Management fee expense — 5,125 — (5,125 ) — Operating (loss) income (14,368 ) 99,810 8,954 5,125 99,521 Other income (expenses): Interest expense (61,634 ) (1,870 ) (3 ) — (63,507 ) Change in fair value of derivatives embedded within convertible debt 11,716 — — — 11,716 Equity in earnings from real estate ventures — — 2,194 — 2,194 (Loss) gain on sale of investment securities available for sale (336 ) 13,175 — — 12,839 Equity in losses from investments (1,543 ) (8 ) — — (1,551 ) Equity in earnings in consolidated subsidiaries 71,744 — — (71,744 ) — Management fee income 5,125 — — (5,125 ) — Other, net 2,257 520 981 — 3,758 Income before provision for income taxes 12,961 111,627 12,126 (71,744 ) 64,970 Income tax benefit (expense) 25,867 (45,403 ) (4,509 ) — (24,045 ) Net income 38,828 66,224 7,617 (71,744 ) 40,925 Net income attributed to non-controlling interest — — (2,097 ) — (2,097 ) Net income attributed to Vector Group Ltd. $ 38,828 $ 66,224 $ 5,520 $ (71,744 ) $ 38,828 Comprehensive income attributed to non-controlling interest $ — $ — $ (2,097 ) $ — $ (2,097 ) Comprehensive income attributed to Vector Group Ltd. $ 44,037 $ 63,398 $ 5,520 $ (68,918 ) $ 44,037 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 73,915 $ 75,513 $ 28,437 $ (99,040 ) $ 78,825 Cash flows from investing activities: Sale of investment securities 62,312 4,721 — — 67,033 Maturities of investment securities 343 — — — 343 Purchase of investment securities (56,691 ) — — — (56,691 ) Proceeds from sale or liquidation of long-term investments 1,000 — — — 1,000 Purchase of long-term investments — — (50 ) — (50 ) Investments in real estate ventures — — (11,806 ) — (11,806 ) Distributions from investments in real estate ventures — — 17,983 — 17,983 Increase in cash surrender value of life insurance policies — (393 ) — — (393 ) (Increase) decrease in restricted assets (7 ) 2,181 500 — 2,674 Investments in subsidiaries (987 ) — — 987 — Proceeds from sale of fixed assets — 4 1 — 5 Capital expenditures (26 ) (3,716 ) (3,873 ) — (7,615 ) Pay downs of investment securities 4,926 — — — 4,926 Investments in real estate, net — — (81 ) — (81 ) Net cash provided by investing activities 10,870 2,797 2,674 987 17,328 Cash flows from financing activities: Proceeds from issuance of debt 243,225 — 57 — 243,282 Deferred financing costs (6,600 ) — — — (6,600 ) Repayments of debt — (2,863 ) (54 ) — (2,917 ) Borrowings under revolver — 89,695 — — 89,695 Repayments on revolver — (80,223 ) — — (80,223 ) Capital contributions received — 600 387 (987 ) — Intercompany dividends paid — (65,648 ) (33,392 ) 99,040 — Dividends and distributions on common stock (97,846 ) — — — (97,846 ) Contributions from non-controlling interest — — 248 — 248 Distributions to non-controlling interest — — (7,422 ) — (7,422 ) Net cash provided by (used in) financing activities 138,779 (58,439 ) (40,176 ) 98,053 138,217 Net increase (decrease) in cash and cash equivalents 223,564 19,871 (9,065 ) — 234,370 Cash and cash equivalents, beginning of period 111,470 12,375 116,523 — 240,368 Cash and cash equivalents, end of period $ 335,034 $ 32,246 $ 107,458 $ — $ 474,738 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2015 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 42,679 $ 99,159 $ 13,057 $ (71,010 ) $ 83,885 Cash flows from investing activities: Sale of investment securities 103,846 14,415 — — 118,261 Maturities of investment securities 1,737 — — — 1,737 Purchase of investment securities (112,119 ) (1,476 ) — — (113,595 ) Proceeds from sale or liquidation of long-term investments 1,106 — 148 — 1,254 Purchase of long-term investments (5,000 ) — — — (5,000 ) Investments in real estate ventures — — (34,857 ) — (34,857 ) Investments in real estate, net — — (12,502 ) — (12,502 ) Increase in cash surrender value of life insurance policies (717 ) (401 ) — — (1,118 ) Increase in restricted assets (1,327 ) (6,607 ) — — (7,934 ) Issuance of notes receivable — — (4,410 ) — (4,410 ) Pay downs of investment securities 3,530 — — — 3,530 Proceeds from sale of fixed assets — 3 — — 3 Investments in subsidiaries (42,808 ) — — 42,808 — Proceeds from sale of preferred securities — — 1,000 1,000 Capital expenditures — (2,350 ) (3,029 ) — (5,379 ) Net cash (used in) provided by investing activities (51,752 ) 3,584 (53,650 ) 42,808 (59,010 ) Cash flows from financing activities: Proceeds from issuance of debt — 22 — — 22 Deferred financing costs — (625 ) — — (625 ) Repayments of debt — (3,254 ) (120 ) — (3,374 ) Borrowings under revolver — 126,727 — — 126,727 Repayments on revolver — (144,492 ) — — (144,492 ) Capital contributions received — 2,250 40,558 (42,808 ) — Intercompany dividends paid — (69,075 ) (1,935 ) 71,010 — Dividends and distributions on common stock (92,778 ) — — — (92,778 ) Proceeds from exercise of Vector options 1,219 — — — 1,219 Tax benefit of options exercised 384 — — — 384 Net cash (used in) provided by financing activities (91,175 ) (88,447 ) 38,503 28,202 (112,917 ) Net (decrease) increase in cash and cash equivalents (100,248 ) 14,296 (2,090 ) — (88,042 ) Cash and cash equivalents, beginning of period 211,751 9,724 104,890 — 326,365 Cash and cash equivalents, end of period $ 111,503 $ 24,020 $ 102,800 $ — $ 238,323 |