Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following 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 and the guarantors have filed a shelf registration statement for the offering of debt securities on a delayed or continuous basis and the Company is filing this condensed consolidating financial information in connection therewith. Any such debt securities may be issued by the Company and guaranteed by the guarantors, but any such debt securities would 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 March 31, 2017 and December 31, 2016 , the related Condensed Consolidating Statements of Operations for the three months ended March 31, 2017 and 2016 , and the related Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2017 and 2016 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 221,781 $ 36,138 $ 98,768 $ — $ 356,687 Investment securities available for sale 114,555 35,676 — — 150,231 Accounts receivable - trade, net — 10,673 3,817 — 14,490 Intercompany receivables 24,318 — — (24,318 ) — Inventories — 86,961 — — 86,961 Income taxes receivable, net 38,282 — — (18,940 ) 19,342 Restricted assets 240 5,257 914 — 6,411 Other current assets 423 3,846 22,061 — 26,330 Total current assets 399,599 178,551 125,560 (43,258 ) 660,452 Property, plant and equipment, net 954 46,819 32,594 — 80,367 Investments in real estate, net — — 23,618 — 23,618 Long-term investments 73,419 377 — — 73,796 Investments in real estate ventures — — 227,249 — 227,249 Investments in consolidated subsidiaries 497,764 — — (497,764 ) — Restricted assets 1,491 2,259 — — 3,750 Goodwill and other intangible assets, net — 107,511 154,042 — 261,553 Prepaid pension costs — 22,577 — — 22,577 Other assets 7,499 12,165 14,046 — 33,710 Total assets $ 980,726 $ 370,259 $ 577,109 $ (541,022 ) $ 1,387,072 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 10,821 $ 175 $ — $ 10,996 Current portion of employee benefits — 937 — — 937 Intercompany payables — 845 23,473 (24,318 ) — Income taxes payable, net — 13,625 5,315 (18,940 ) — Litigation accruals and current payments due under the Master Settlement Agreement — 54,049 — — 54,049 Other current liabilities 30,665 59,092 35,349 — 125,106 Total current liabilities 30,665 139,369 64,312 (43,258 ) 191,088 Notes payable, long-term debt and other obligations, less current portion 1,138,541 4,882 348 — 1,143,771 Fair value of derivatives embedded within convertible debt 103,761 — — — 103,761 Non-current employee benefits 43,255 15,913 — — 59,168 Deferred income taxes, net 6,405 40,438 46,016 — 92,859 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,131 45,316 14,248 — 60,695 Total liabilities 1,323,758 245,918 124,924 (43,258 ) 1,651,342 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (343,032 ) 124,341 373,423 (497,764 ) (343,032 ) Non-controlling interest — — 78,762 — 78,762 Total stockholders' (deficiency) equity (343,032 ) 124,341 452,185 (497,764 ) (264,270 ) Total liabilities and stockholders' deficiency $ 980,726 $ 370,259 $ 577,109 $ (541,022 ) $ 1,387,072 CONDENSED CONSOLIDATING BALANCE SHEETS December 31, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 279,815 $ 14,798 $ 98,917 $ — $ 393,530 Investment securities available for sale 121,016 35,887 — — 156,903 Accounts receivable - trade, net — 11,775 7,026 — 18,801 Intercompany receivables 22,789 — — (22,789 ) — Inventories — 89,834 — — 89,834 Income taxes receivable, net 18,387 — — (2,277 ) 16,110 Restricted assets — 6,416 914 — 7,330 Other current assets 517 4,428 18,010 — 22,955 Total current assets 442,524 163,138 124,867 (25,066 ) 705,463 Property, plant and equipment, net 1,134 48,314 31,000 — 80,448 Investments in real estate, net — — 23,640 — 23,640 Long-term investments 52,308 388 501 — 53,197 Investments in real estate ventures — — 221,258 — 221,258 Investments in consolidated subsidiaries 501,659 — — (501,659 ) — Restricted assets 1,728 2,258 — — 3,986 Goodwill and other intangible assets, net — 107,511 154,407 — 261,918 Prepaid pension costs — 22,273 — — 22,273 Other assets 7,534 12,118 12,200 — 31,852 Total assets $ 1,006,887 $ 356,000 $ 567,873 $ (526,725 ) $ 1,404,035 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 39,333 $ 175 $ — $ 39,508 Current portion of employee benefits — 937 — — 937 Intercompany payables — 24 22,765 (22,789 ) — Income taxes payable, net — 1,089 1,188 (2,277 ) — Litigation accruals and current payments due under the Master Settlement Agreement — 19,851 — — 19,851 Other current liabilities 47,968 49,492 38,392 — 135,852 Total current liabilities 47,968 110,726 62,520 (25,066 ) 196,148 Notes payable, long-term debt and other obligations, less current portion 1,127,180 5,372 391 — 1,132,943 Fair value of derivatives embedded within convertible debt 112,332 — — — 112,332 Non-current employee benefits 42,818 16,140 — — 58,958 Deferred income taxes, net 7,420 40,136 45,529 — 93,085 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,169 49,861 12,811 — 63,841 Total liabilities 1,338,887 222,235 121,251 (25,066 ) 1,657,307 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (332,000 ) 133,765 367,894 (501,659 ) (332,000 ) Non-controlling interest — — 78,728 — 78,728 Total stockholders' (deficiency) equity (332,000 ) 133,765 446,622 (501,659 ) (253,272 ) Total liabilities and stockholders' deficiency $ 1,006,887 $ 356,000 $ 567,873 $ (526,725 ) $ 1,404,035 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 257,573 $ 157,754 $ (119 ) $ 415,208 Expenses: Cost of sales — 175,754 100,169 — 275,923 Operating, selling, administrative and general expenses 9,851 18,026 57,011 (119 ) 84,769 Litigation settlement and judgment expense — 1,585 — — 1,585 Management fee expense — 2,767 — (2,767 ) — Operating (loss) income (9,851 ) 59,441 574 2,767 52,931 Other income (expenses): Interest expense (45,347 ) (868 ) (6 ) — (46,221 ) Change in fair value of derivatives embedded within convertible debt 8,571 — — — 8,571 Loss on extinguishment of debt (34,110 ) — — — (34,110 ) Equity in earnings from real estate ventures — — 11,113 — 11,113 Equity in losses from investments (1,049 ) (12 ) — — (1,061 ) Gain on sale of investment securities available for sale 150 — — — 150 Impairment of investment securities available for sale (39 ) — — — (39 ) Equity in earnings in consolidated subsidiaries 43,451 — — (43,451 ) — Management fee income 2,767 — — (2,767 ) — Other, net 944 336 379 — 1,659 (Loss) income before provision for income taxes (34,513 ) 58,897 12,060 (43,451 ) (7,007 ) Income tax benefit (expense) 30,286 (22,551 ) (4,953 ) — 2,782 Net (loss) income (4,227 ) 36,346 7,107 (43,451 ) (4,225 ) Net income attributed to non-controlling interest — — (2 ) — (2 ) Net (loss) income attributed to Vector Group Ltd. $ (4,227 ) $ 36,346 $ 7,105 $ (43,451 ) $ (4,227 ) Comprehensive income attributed to non-controlling interest $ — $ — $ (2 ) $ — $ (2 ) Comprehensive (loss) income attributed to Vector Group Ltd. $ (4,103 ) $ 36,381 $ 7,105 $ (43,486 ) $ (4,103 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2016 Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 221,142 $ 159,747 $ (89 ) $ 380,800 Expenses: Cost of sales — 136,744 99,678 — 236,422 Operating, selling, administrative and general expenses 9,196 18,273 52,448 (89 ) 79,828 Litigation settlement and judgment expense — 2,350 — — 2,350 Management fee expense — 2,662 — (2,662 ) — Restructuring charges — 41 — — 41 Operating (loss) income (9,196 ) 61,072 7,621 2,662 62,159 Other income (expenses): Interest expense (29,758 ) (959 ) (3 ) — (30,720 ) Change in fair value of derivatives embedded within convertible debt 9,694 — — — 9,694 Equity in losses from real estate ventures — — (507 ) — (507 ) Gain on sale of investment securities available for sale 176 391 — — 567 Impairment of investment securities available for sale (41 ) (4,772 ) — — (4,813 ) Equity in losses from investments (1,655 ) (16 ) — — (1,671 ) Equity in earnings in consolidated subsidiaries 35,610 — — (35,610 ) — Management fee income 2,662 — — (2,662 ) — Other, net 400 237 410 — 1,047 Income before provision for income taxes 7,892 55,953 7,521 (35,610 ) 35,756 Income tax benefit (expense) 11,446 (23,386 ) (2,423 ) — (14,363 ) Net income 19,338 32,567 5,098 (35,610 ) 21,393 Net income attributed to non-controlling interest — — (2,055 ) — (2,055 ) Net income attributed to Vector Group Ltd. $ 19,338 $ 32,567 $ 3,043 $ (35,610 ) $ 19,338 Comprehensive income attributed to non-controlling interest $ — $ — $ (2,055 ) $ — $ (2,055 ) Comprehensive income attributed to Vector Group Ltd. $ 19,381 $ 32,710 $ 3,043 $ (35,753 ) $ 19,381 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash (used in) provided by operating activities $ (28,282 ) $ 95,873 $ 7,962 $ (47,657 ) $ 27,896 Cash flows from investing activities: Sale of investment securities 13,456 — — — 13,456 Maturities of investment securities 7,174 — — — 7,174 Purchase of investment securities (14,974 ) — — — (14,974 ) Purchase of long-term investments (22,400 ) — — — (22,400 ) Investments in real estate ventures — — (1,436 ) — (1,436 ) Increase in cash surrender value of life insurance policies — (49 ) — — (49 ) (Increase) decrease in restricted assets (3 ) 1,159 — — 1,156 Issuance of notes receivable — — (1,500 ) — (1,500 ) Investments in subsidiaries (535 ) — — 535 — Proceeds from sale of fixed assets — 2 — — 2 Capital expenditures (6 ) (1,096 ) (3,486 ) — (4,588 ) Pay downs of investment securities 864 — — — 864 Investments in real estate, net — — (70 ) — (70 ) Net cash (used in) provided by investing activities (16,424 ) 16 (6,492 ) 535 (22,365 ) Cash flows from financing activities: Proceeds from issuance of debt 850,000 — — — 850,000 Deferred financing costs (19,200 ) — — — (19,200 ) Repayments of debt (835,000 ) (654 ) (43 ) — (835,697 ) Borrowings under revolver — 39,956 — — 39,956 Repayments on revolver — (68,305 ) — — (68,305 ) Capital contributions received — 100 435 (535 ) — Intercompany dividends paid — (45,646 ) (2,011 ) 47,657 — Dividends and distributions on common stock (52,358 ) — — — (52,358 ) Proceeds from issuance of Vector stock 43,230 — — — 43,230 Net cash used in financing activities (13,328 ) (74,549 ) (1,619 ) 47,122 (42,374 ) Net (decrease) increase in cash and cash equivalents (58,034 ) 21,340 (149 ) — (36,843 ) Cash and cash equivalents, beginning of period 279,815 14,798 98,917 — 393,530 Cash and cash equivalents, end of period $ 221,781 $ 36,138 $ 98,768 $ — $ 356,687 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2016 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by (used in) operating activities $ 12,633 $ 30,671 $ 1,917 $ (50,157 ) $ (4,936 ) Cash flows from investing activities: Sale of investment securities 46,497 4,721 — — 51,218 Maturities of investment securities 343 — — — 343 Purchase of investment securities (29,112 ) — — — (29,112 ) Investments in real estate ventures — — (5,795 ) — (5,795 ) Investments in real estate, net — — (49 ) — (49 ) Distributions from investments in real estate ventures — — 12 — 12 Increase in cash surrender value of life insurance policies — (62 ) — — (62 ) Increase in restricted assets (3 ) (3,014 ) — — (3,017 ) Pay downs of investment securities 2,174 — — — 2,174 Investments in subsidiaries (471 ) — — 471 — Capital expenditures (18 ) (2,618 ) (1,279 ) — (3,915 ) Net cash provided by (used in) investing activities 19,410 (973 ) (7,111 ) 471 11,797 Cash flows from financing activities: Proceeds from issuance of debt — — 57 — 57 Repayments of debt — (1,545 ) (31 ) — (1,576 ) Borrowings under revolver — 59,426 — — 59,426 Repayments on revolver — (41,482 ) — — (41,482 ) Capital contributions received — 100 371 (471 ) — Intercompany dividends paid — (34,908 ) (15,249 ) 50,157 — Dividends and distributions on common stock (48,876 ) — — — (48,876 ) Contributions from non-controlling interest — — 248 — 248 Distributions to non-controlling interest — — (5,978 ) — (5,978 ) Net cash used in financing activities (48,876 ) (18,409 ) (20,582 ) 49,686 (38,181 ) Net (decrease) increase in cash and cash equivalents (16,833 ) 11,289 (25,776 ) — (31,320 ) Cash and cash equivalents, beginning of period 111,470 12,375 116,523 — 240,368 Cash and cash equivalents, end of period $ 94,637 $ 23,664 $ 90,747 $ — $ 209,048 |