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 Issuers of Guaranteed Securities 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 guarantors are engaged in the Company’s tobacco business. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting. The Company and the guarantors included in the condensed consolidating financial information in this note 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 these guarantors, but any such debt securities would not be 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 September 30, 2018 and December 31, 2017 , the related Condensed Consolidating Statements of Operations for the three and nine months ended September 30, 2018 and 2017 , and the related Condensed Consolidating Statements of Cash Flows for the three and nine months ended September 30, 2018 and 2017 of Vector Group Ltd. (Parent/Issuer), the guarantor subsidiaries (Subsidiary Guarantors) and the subsidiaries that are not guarantors (Subsidiary Non-Guarantors). DER Holdings LLC, which owns the Company’s 70.59% interest in Douglas Elliman LLC, is a guarantor of the Company’s 10.5% September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 162,205 $ 111,056 $ 90,458 $ — $ 363,719 Investment securities at fair value 113,742 21,504 — — 135,246 Accounts receivable - trade, net — 12,485 15,433 — 27,918 Intercompany receivables 36,542 — — (36,542 ) — Inventories — 84,293 — — 84,293 Income taxes receivable, net — — 9,628 (9,628 ) — Restricted assets — 1,403 3,418 — 4,821 Other current assets 21,043 6,389 18,239 — 45,671 Total current assets 333,532 237,130 137,176 (46,170 ) 661,668 Property, plant and equipment, net 547 39,981 45,797 — 86,325 Investments in real estate, net — — 25,198 — 25,198 Long-term investments (of which $58,787 were carried at fair value) 76,452 — — — 76,452 Investments in real estate ventures — — 142,988 — 142,988 Investments in consolidated subsidiaries 421,500 — — (421,500 ) — Restricted assets 1,487 899 3,910 — 6,296 Goodwill and other intangible assets, net — 107,511 159,522 — 267,033 Prepaid pension costs — 28,838 — — 28,838 Other assets 13,187 12,949 25,940 — 52,076 Total assets $ 846,705 $ 427,308 $ 540,531 $ (467,670 ) $ 1,346,874 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ 204,816 $ 29,612 $ 328 $ — $ 234,756 Current portion of fair value of derivatives embedded within convertible debt 12,851 — — — 12,851 Current portion of employee benefits — 952 — — 952 Intercompany payables — 515 36,027 (36,542 ) — Income taxes payable, net 6,288 8,419 — (9,628 ) 5,079 Litigation accruals and current payments due under the Master Settlement Agreement — 130,049 — — 130,049 Other current liabilities 33,323 50,294 56,792 — 140,409 Total current liabilities 257,278 219,841 93,147 (46,170 ) 524,096 Notes payable, long-term debt and other obligations, less current portion 1,055,659 2,517 196 — 1,058,372 Fair value of derivatives embedded within convertible debt 32,273 — — — 32,273 Non-current employee benefits 46,729 15,930 — — 62,659 Deferred income taxes, net (1,918 ) 20,148 33,357 — 51,587 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,514 37,609 51,214 — 90,337 Total liabilities 1,391,535 296,045 177,914 (46,170 ) 1,819,324 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (544,830 ) 131,263 290,237 (421,500 ) (544,830 ) Non-controlling interest — — 72,380 — 72,380 Total stockholders' (deficiency) equity (544,830 ) 131,263 362,617 (421,500 ) (472,450 ) Total liabilities and stockholders' deficiency $ 846,705 $ 427,308 $ 540,531 $ (467,670 ) $ 1,346,874 December 31, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. ASSETS: Current assets: Cash and cash equivalents $ 194,719 $ 17,141 $ 89,493 $ — $ 301,353 Investment securities at fair value 121,282 29,207 — — 150,489 Accounts receivable - trade, net — 15,736 13,745 — 29,481 Intercompany receivables 29,541 — — (29,541 ) — Inventories — 89,790 — — 89,790 Income taxes receivable, net 22,661 — — (11,444 ) 11,217 Restricted assets — 3,052 7,206 — 10,258 Other current assets 20,549 3,429 17,151 (20,008 ) 21,121 Total current assets 388,752 158,355 127,595 (60,993 ) 613,709 Property, plant and equipment, net 696 42,493 42,327 — 85,516 Investments in real estate, net — — 23,952 — 23,952 Long-term investments (of which $0 were carried at fair value) 81,291 — — — 81,291 Investments in real estate ventures — — 188,131 — 188,131 Investments in consolidated subsidiaries 469,436 — — (469,436 ) — Restricted assets 1,501 1,987 — — 3,488 Goodwill and other intangible assets, net — 107,511 160,197 — 267,708 Prepaid pension costs — 27,697 — — 27,697 Other assets 7,843 12,355 16,588 — 36,786 Total assets $ 949,519 $ 350,398 $ 558,790 $ (530,429 ) $ 1,328,278 LIABILITIES AND STOCKHOLDERS' DEFICIENCY: Current liabilities: Current portion of notes payable and long-term debt $ — $ 53,540 $ 288 $ (20,008 ) $ 33,820 Current portion of employee benefits — 952 — — 952 Intercompany payables — 449 29,092 (29,541 ) — Income taxes payable, net — 11,542 2 (11,444 ) 100 Litigation accruals and current payments due under the Master Settlement Agreement — 12,644 — — 12,644 Other current liabilities 49,088 62,353 45,682 — 157,123 Total current liabilities 49,088 141,480 75,064 (60,993 ) 204,639 Notes payable, long-term debt and other obligations, less current portion 1,190,333 3,448 463 — 1,194,244 Fair value of derivatives embedded within convertible debt 76,413 — — — 76,413 Non-current employee benefits 45,442 16,800 — — 62,242 Deferred income taxes, net 695 26,459 31,647 — 58,801 Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement 1,467 41,315 20,917 — 63,699 Total liabilities 1,363,438 229,502 128,091 (60,993 ) 1,660,038 Commitments and contingencies Stockholders' (deficiency) equity attributed to Vector Group Ltd. (413,919 ) 120,896 348,540 (469,436 ) (413,919 ) Non-controlling interest — — 82,159 — 82,159 Total stockholders' (deficiency) equity (413,919 ) 120,896 430,699 (469,436 ) (331,760 ) Total liabilities and stockholders' deficiency $ 949,519 $ 350,398 $ 558,790 $ (530,429 ) $ 1,328,278 Three Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 302,128 $ 211,860 $ (119 ) $ 513,869 Expenses: Cost of sales — 219,769 140,533 — 360,302 Operating, selling, administrative and general expenses 8,915 16,497 62,256 (119 ) 87,549 Management fee expense — 2,878 — (2,878 ) — Operating (loss) income (8,915 ) 62,984 9,071 2,878 66,018 Other income (expenses): Interest expense (50,317 ) (760 ) (7 ) — (51,084 ) Change in fair value of derivatives embedded within convertible debt 10,005 — — — 10,005 Equity in earnings from real estate ventures — — 294 — 294 Equity in earnings from investments 3,230 — — — 3,230 Equity in earnings in consolidated subsidiaries 50,102 — — (50,102 ) — Net gain (loss) recognized on equity securities 1,086 (1,883 ) — — (797 ) Management fee income 2,878 — — (2,878 ) — Other, net 763 943 342 — 2,048 Income before provision for income taxes 8,832 61,284 9,700 (50,102 ) 29,714 Income tax benefit (expense) 3,170 (15,885 ) (1,971 ) — (14,686 ) Net income 12,002 45,399 7,729 (50,102 ) 15,028 Net income attributed to non-controlling interest — — (3,026 ) — (3,026 ) Net income attributed to Vector Group Ltd. $ 12,002 $ 45,399 $ 4,703 $ (50,102 ) $ 12,002 Comprehensive income attributed to non-controlling interest $ — $ — $ (3,026 ) $ — $ (3,026 ) Comprehensive income attributed to Vector Group Ltd. $ 12,320 $ 45,546 $ 4,703 $ (50,249 ) $ 12,320 Three Months Ended September 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 293,884 $ 190,860 $ (119 ) $ 484,625 Expenses: Cost of sales — 207,800 130,316 — 338,116 Operating, selling, administrative and general expenses 7,815 18,379 56,607 (119 ) 82,682 Litigation settlement and judgment expense — 4,104 — — 4,104 Management fee expense — 2,767 — (2,767 ) — Operating (loss) income (7,815 ) 60,834 3,937 2,767 59,723 Other income (expenses): Interest expense (42,420 ) (804 ) (10 ) — (43,234 ) Change in fair value of derivatives embedded within convertible debt 9,437 — — — 9,437 Equity in losses from real estate ventures — — (47 ) — (47 ) Equity in losses from investments (296 ) (7 ) — — (303 ) Equity in earnings in consolidated subsidiaries 38,291 — — (38,291 ) — Management fee income 2,767 — — (2,767 ) — Other, net 496 561 317 — 1,374 Income before provision for income taxes 460 60,584 4,197 (38,291 ) 26,950 Income tax benefit (expense) 18,804 (23,895 ) (1,381 ) — (6,472 ) Net income 19,264 36,689 2,816 (38,291 ) 20,478 Net income attributed to non-controlling interest — — (1,214 ) — (1,214 ) Net income attributed to Vector Group Ltd. $ 19,264 $ 36,689 $ 1,602 $ (38,291 ) $ 19,264 Comprehensive income attributed to non-controlling interest $ — $ — $ (1,214 ) $ — $ (1,214 ) Comprehensive income attributed to Vector Group Ltd. $ 19,908 $ 36,889 $ 1,602 $ (38,491 ) $ 19,908 Nine Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 844,316 $ 580,365 $ (358 ) $ 1,424,323 Expenses: Cost of sales — 597,492 389,851 — 987,343 Operating, selling, administrative and general expenses 26,331 49,342 187,646 (358 ) 262,961 Litigation settlement and judgment expense (income) — 525 (2,469 ) — (1,944 ) Management fee expense — 8,632 — (8,632 ) — Operating (loss) income (26,331 ) 188,325 5,337 8,632 175,963 Other income (expenses): Interest expense (143,286 ) (2,103 ) (63 ) — (145,452 ) Change in fair value of derivatives embedded within convertible debt 31,289 — — — 31,289 Equity in losses from real estate ventures — — (8,378 ) — (8,378 ) Equity in earnings from investments 9,205 — — — 9,205 Equity in earnings in consolidated subsidiaries 136,615 — — (136,615 ) — Net gain (loss) recognized on equity securities 3,443 (3,749 ) — — (306 ) Management fee income 8,632 — — (8,632 ) — Other, net 1,251 2,490 1,020 — 4,761 Income (loss) before provision for income taxes 20,818 184,963 (2,084 ) (136,615 ) 67,082 Income tax benefit (expense) 16,213 (47,433 ) 1,826 — (29,394 ) Net income (loss) 37,031 137,530 (258 ) (136,615 ) 37,688 Net income attributed to non-controlling interest — — (657 ) — (657 ) Net income (loss) attributed to Vector Group Ltd. $ 37,031 $ 137,530 $ (915 ) $ (136,615 ) $ 37,031 Comprehensive income attributed to non-controlling interest $ — $ — $ (657 ) $ — $ (657 ) Comprehensive income (loss) attributed to Vector Group Ltd. $ 37,918 $ 137,961 $ (915 ) $ (137,046 ) $ 37,918 Nine Months Ended September 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Revenues $ — $ 823,754 $ 548,426 $ (358 ) $ 1,371,822 Expenses: Cost of sales — 570,461 358,472 — 928,933 Operating, selling, administrative and general expenses 26,046 55,068 168,898 (358 ) 249,654 Litigation settlement and judgment expense — 5,791 — — 5,791 Management fee expense — 8,301 — (8,301 ) — Operating (loss) income (26,046 ) 184,133 21,056 8,301 187,444 Other income (expenses): Interest expense (133,650 ) (2,474 ) (22 ) — (136,146 ) Change in fair value of derivatives embedded within convertible debt 26,142 — — — 26,142 Loss on extinguishment of debt (34,110 ) — — — (34,110 ) Equity in earnings from real estate ventures — — 26,357 — 26,357 Equity in losses from investments (2,787 ) (36 ) — — (2,823 ) Equity in earnings in consolidated subsidiaries 136,570 — — (136,570 ) — Management fee income 8,301 — — (8,301 ) — Other, net 944 1,510 998 — 3,452 (Loss) income before provision for income taxes (24,636 ) 183,133 48,389 (136,570 ) 70,316 Income tax benefit (expense) 66,484 (71,300 ) (17,701 ) — (22,517 ) Net income 41,848 111,833 30,688 (136,570 ) 47,799 Net income attributed to non-controlling interest — — (5,951 ) — (5,951 ) Net income attributed to Vector Group Ltd. $ 41,848 $ 111,833 $ 24,737 $ (136,570 ) $ 41,848 Comprehensive income attributed to non-controlling interest $ — $ — $ (5,951 ) $ — $ (5,951 ) Comprehensive income attributed to Vector Group Ltd. $ 41,131 $ 110,382 $ 24,737 $ (135,119 ) $ 41,131 Nine Months Ended September 30, 2018 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 118,890 $ 244,377 $ 20,693 $ (174,152 ) $ 209,808 Cash flows from investing activities: Sale of investment securities 10,940 3,955 — — 14,895 Maturities of investment securities 16,899 — — — 16,899 Purchase of investment securities (22,516 ) — — — (22,516 ) Investments in real estate ventures — — (6,132 ) — (6,132 ) Acquisition of a business — — (370 ) — (370 ) Distributions from investments in real estate ventures — — 37,819 — 37,819 Increase in cash surrender value of life insurance policies (345 ) (461 ) — — (806 ) Decrease in restricted assets 14 240 — — 254 Investments in subsidiaries (8,103 ) — — 8,103 — Capital expenditures (15 ) (4,175 ) (8,356 ) — (12,546 ) Repayments of notes receivable 20,000 — 67 (20,000 ) 67 Pay downs of investment securities 1,293 — — — 1,293 Investments in real estate, net — — (1,495 ) — (1,495 ) Net cash provided by (used in) investing activities 18,167 (441 ) 21,533 (11,897 ) 27,362 Cash flows from financing activities: Repayments of debt — (21,263 ) (227 ) 20,000 (1,490 ) Borrowings under revolver — 261,058 — — 261,058 Repayments on revolver — (264,654 ) — — (264,654 ) Capital contributions received — 650 7,453 (8,103 ) — Intercompany dividends paid — (128,308 ) (45,844 ) 174,152 — Dividends and distributions on common stock (169,571 ) — — — (169,571 ) Distributions to non-controlling interest — — (2,521 ) — (2,521 ) Net cash used in financing activities (169,571 ) (152,517 ) (41,139 ) 186,049 (177,178 ) Net (decrease) increase in cash, cash equivalents and restricted cash (32,514 ) 91,419 1,087 — 59,992 Cash, cash equivalents and restricted cash, beginning of period 194,719 20,175 96,043 — 310,937 Cash, cash equivalents and restricted cash, end of period $ 162,205 $ 111,594 $ 97,130 $ — $ 370,929 Nine Months Ended September 30, 2017 Subsidiary Consolidated Parent/ Subsidiary Non- Consolidating Vector Group Issuer Guarantors Guarantors Adjustments Ltd. Net cash provided by operating activities $ 91,858 $ 231,182 $ 43,131 $ (159,728 ) $ 206,443 Cash flows from investing activities: Sale of investment securities 23,066 — — — 23,066 Maturities of investment securities 94,858 — — — 94,858 Purchase of investment securities (120,362 ) — — — (120,362 ) Proceeds from sale or liquidation of long-term investments 500 — 466 — 966 Purchase of long-term investments (26,500 ) — — — (26,500 ) Investments in real estate ventures — — (20,830 ) — (20,830 ) Investments in real estate, net — — (357 ) — (357 ) Acquisition of a business — — (6,569 ) — (6,569 ) Distributions from investments in real estate ventures — — 23,338 — 23,338 Increase in cash surrender value of life insurance policies (371 ) (460 ) — — (831 ) Decrease in restricted assets 231 1,784 97 — 2,112 Issuance of notes receivable — — (1,633 ) — (1,633 ) Pay downs of investment securities 2,153 — — — 2,153 Proceeds from sale of fixed assets — 75 — — 75 Investments in subsidiaries (20,245 ) — — 20,245 — Capital expenditures (31 ) (2,682 ) (12,545 ) — (15,258 ) Net cash used in investing activities (46,701 ) (1,283 ) (18,033 ) 20,245 (45,772 ) Cash flows from financing activities: Proceeds from issuance of debt 850,000 — 21 — 850,021 Deferred financing costs (19,200 ) — — — (19,200 ) Repayments of debt (835,000 ) (1,465 ) (135 ) — (836,600 ) Borrowings under revolver — 121,521 — — 121,521 Repayments on revolver — (152,870 ) — — (152,870 ) Capital contributions received — 550 19,695 (20,245 ) — Intercompany dividends paid — (124,783 ) (34,945 ) 159,728 — Dividends and distributions on common stock (158,425 ) — — — (158,425 ) Proceeds from issuance of Vector common stock 43,230 — — — 43,230 Distributions to non-controlling interest — — (165 ) — (165 ) Net cash used in financing activities (119,395 ) (157,047 ) (15,529 ) 139,483 (152,488 ) Net (decrease) increase in cash, cash equivalents and restricted cash (74,238 ) 72,852 9,569 — 8,183 Cash, cash equivalents and restricted cash, beginning of period 279,815 19,684 99,079 — 398,578 Cash, cash equivalents and restricted cash, end of period $ 205,577 $ 92,536 $ 108,648 $ — $ 406,761 |