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 June 30, 2017 and December 31, 2016 , the related Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2017 and 2016 , and the related Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 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 June 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 248,165 $ 49,500 $ 112,744 $ — $ 410,409 Investment securities available for sale 113,653 32,570 — — 146,223 Accounts receivable - trade, net — 17,502 7,977 — 25,479 Intercompany receivables 19,897 — — (19,897 ) — Inventories — 87,979 — — 87,979 Income taxes receivable, net 14,534 — — (6,356 ) 8,178 Restricted assets — 4,645 4,152 — 8,797 Other current assets 471 3,779 25,208 — 29,458 Total current assets 396,720 195,975 150,081 (26,253 ) 716,523 Property, plant and equipment, net 787 45,251 34,956 — 80,994 Investments in real estate, net — — 23,675 — 23,675 Long-term investments 74,812 359 — — 75,171 Investments in real estate ventures — — 201,356 — 201,356 Investments in consolidated subsidiaries 493,411 — — (493,411 ) — Restricted assets 1,495 2,259 — — 3,754 Goodwill and other intangible assets, net — 107,511 153,678 — 261,189 Prepaid pension costs — 22,882 — — 22,882 Other assets 7,946 12,313 14,483 — 34,742 Total assets $ 975,171 $ 386,550 $ 578,229 $ (519,664 ) $ 1,420,286 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 20,760 $ 181 $ — $ 20,941 Current portion of employee benefits — 937 — — 937 Intercompany payables — 567 19,330 (19,897 ) — Income taxes payable, net — 5,250 1,106 (6,356 ) — Litigation accruals and current payments due under the Master Settlement Agreement — 73,410 — — 73,410 Other current liabilities 44,896 57,230 43,699 — 145,825 Total current liabilities 44,896 158,154 64,316 (26,253 ) 241,113 Notes payable, long-term debt and other obligations, less current portion 1,154,170 4,389 318 — 1,158,877 Fair value of derivatives embedded within convertible debt 95,627 — — — 95,627 Non-current employee benefits 43,693 15,691 — — 59,384 Deferred income taxes, net 3,526 37,501 44,149 — 85,176 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,112 47,260 16,258 — 64,630 Total liabilities 1,343,024 262,995 125,041 (26,253 ) 1,704,807 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (367,853 ) 123,555 369,856 (493,411 ) (367,853 ) Non-controlling interest — — 83,332 — 83,332 Total stockholders' (deficiency) equity (367,853 ) 123,555 453,188 (493,411 ) (284,521 ) Total liabilities and stockholders' deficiency $ 975,171 $ 386,550 $ 578,229 $ (519,664 ) $ 1,420,286 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 June 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 272,297 $ 199,812 $ (120 ) $ 471,989 Expenses: Cost of sales — 186,907 127,987 — 314,894 Operating, selling, administrative and general expenses 9,612 18,411 55,280 (120 ) 83,183 Litigation settlement and judgment expense — 102 — — 102 Management fee expense — 2,767 — (2,767 ) — Operating (loss) income (9,612 ) 64,110 16,545 2,767 73,810 Other income (expenses): Interest expense (45,883 ) (802 ) (6 ) — (46,691 ) Change in fair value of derivatives embedded within convertible debt 8,134 — — — 8,134 Equity in earnings from real estate ventures — — 15,291 — 15,291 Equity in losses from investments (1,442 ) (17 ) — — (1,459 ) Gain on sale of investment securities available for sale 37 — — — 37 Impairment of investment securities available for sale (87 ) — — — (87 ) Equity in earnings in consolidated subsidiaries 54,828 — — (54,828 ) — Management fee income 2,767 — — (2,767 ) — Other, net 675 361 302 — 1,338 Income before provision for income taxes 9,417 63,652 32,132 (54,828 ) 50,373 Income tax benefit (expense) 17,394 (24,854 ) (11,367 ) — (18,827 ) Net income 26,811 38,798 20,765 (54,828 ) 31,546 Net income attributed to non-controlling interest — — (4,735 ) — (4,735 ) Net income attributed to Vector Group Ltd. $ 26,811 $ 38,798 $ 16,030 $ (54,828 ) $ 26,811 Comprehensive income attributed to non-controlling interest $ — $ — $ (4,735 ) $ — $ (4,735 ) Comprehensive income attributed to Vector Group Ltd. $ 25,326 $ 37,112 $ 16,030 $ (53,142 ) $ 25,326 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 (losses) 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 Six Months Ended June 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 529,870 $ 357,566 $ (239 ) $ 887,197 Expenses: Cost of sales — 362,661 228,156 — 590,817 Operating, selling, administrative and general expenses 19,463 36,437 112,291 (239 ) 167,952 Litigation settlement and judgment expense — 1,687 — — 1,687 Management fee expense — 5,534 — (5,534 ) — Operating (loss) income (19,463 ) 123,551 17,119 5,534 126,741 Other income (expenses): Interest expense (91,230 ) (1,670 ) (12 ) — (92,912 ) Change in fair value of derivatives embedded within convertible debt 16,705 — — — 16,705 Loss on extinguishment of debt (34,110 ) — — — (34,110 ) Equity in earnings from real estate ventures — — 26,404 — 26,404 Equity in losses from investments (2,491 ) (29 ) — — (2,520 ) Gain on sale of investment securities available for sale 187 — — — 187 Impairment of investment securities available for sale (126 ) — — — (126 ) Equity in earnings in consolidated subsidiaries 98,279 — — (98,279 ) — Management fee income 5,534 — — (5,534 ) — Other, net 1,619 697 681 — 2,997 (Loss) income before provision for income taxes (25,096 ) 122,549 44,192 (98,279 ) 43,366 Income tax benefit (expense) 47,680 (47,405 ) (16,320 ) — (16,045 ) Net income 22,584 75,144 27,872 (98,279 ) 27,321 Net income attributed to non-controlling interest — — (4,737 ) — (4,737 ) Net income attributed to Vector Group Ltd. $ 22,584 $ 75,144 $ 23,135 $ (98,279 ) $ 22,584 Comprehensive income attributed to non-controlling interest $ — $ — $ (4,737 ) $ — $ (4,737 ) Comprehensive income attributed to Vector Group Ltd. $ 21,223 $ 73,493 $ 23,135 $ (96,628 ) $ 21,223 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2016 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 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 losses from investments (558 ) (24 ) — — (582 ) 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 CASH FLOWS Six Months Ended June 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 58,546 $ 138,336 $ 31,116 $ (110,387 ) $ 117,611 Cash flows from investing activities: Sale of investment securities 22,396 — — — 22,396 Maturities of investment securities 93,368 — — — 93,368 Purchase of investment securities (109,891 ) — — — (109,891 ) Proceeds from sale or liquidation of long-term investments — — 466 — 466 Purchase of long-term investments (26,000 ) — — — (26,000 ) Investments in real estate ventures — — (8,454 ) — (8,454 ) Distributions from investments in real estate ventures — — 23,338 — 23,338 Increase in cash surrender value of life insurance policies (447 ) (407 ) — — (854 ) Decrease (increase) in restricted assets 233 1,770 (3,238 ) — (1,235 ) Issuance of notes receivable — — (1,500 ) — (1,500 ) Investments in subsidiaries (5,749 ) — — 5,749 — Proceeds from sale of fixed assets — 75 — — 75 Capital expenditures (6 ) (2,049 ) (6,291 ) — (8,346 ) Pay downs of investment securities 1,620 — — — 1,620 Investments in real estate, net — — (205 ) — (205 ) Net cash (used in) provided by investing activities (24,476 ) (611 ) 4,116 5,749 (15,222 ) Cash flows from financing activities: Proceeds from issuance of debt 850,000 — 20 — 850,020 Deferred financing costs (19,200 ) — — — (19,200 ) Repayments of debt (835,000 ) (1,058 ) (87 ) — (836,145 ) Borrowings under revolver — 110,979 — — 110,979 Repayments on revolver — (129,479 ) — — (129,479 ) Capital contributions received — 300 5,449 (5,749 ) — Intercompany dividends paid — (83,765 ) (26,622 ) 110,387 — Dividends and distributions on common stock (104,750 ) — — — (104,750 ) Distributions to non-controlling interest — — (165 ) — (165 ) Proceeds from issuance of Vector common stock 43,230 — — — 43,230 Net cash used in financing activities (65,720 ) (103,023 ) (21,405 ) 104,638 (85,510 ) Net (decrease) increase in cash and cash equivalents (31,650 ) 34,702 13,827 — 16,879 Cash and cash equivalents, beginning of period 279,815 14,798 98,917 — 393,530 Cash and cash equivalents, end of period $ 248,165 $ 49,500 $ 112,744 $ — $ 410,409 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 ) Investments in real estate, net — — (81 ) — (81 ) 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 Pay downs of investment securities 4,926 — — — 4,926 Proceeds from sale of fixed assets — 4 1 — 5 Investments in subsidiaries (987 ) — — 987 — Capital expenditures (26 ) (3,716 ) (3,873 ) — (7,615 ) 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 |