CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The accompanying condensed consolidating financial information has been prepared and presented pursuant to Securities and Exchange Commission Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered”. Each of the subsidiary guarantors are 100% owned, directly or indirectly, by the Company, and all guarantees are joint and several and subject to certain automatic release provisions. Relief from the financial statement requirements under Rule 3-10 is being provided because the Company's guarantee release provisions are considered customary. Such release provisions are as follows:


•	the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor; and


•	the satisfaction of the requirements for legal defeasance or the satisfaction and discharge of the indenture.

The Company's investments in its consolidated subsidiaries are presented under the equity method of accounting.

The indenture of the 7.75% Senior Secured Notes contains covenants that restrict the payment of dividends by the Company if the Company's consolidated earnings before interest, taxes, depreciation and amortization, as defined in the indenture, for the most recently ended four full quarters is less than $75,000 and 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.

At June 30, 2014, management believed that the Company was in compliance with all covenants under the indentures of the 7.75% Senior Secured Notes.

CONDENSED CONSOLIDATING BALANCE SHEETS



				June 30, 2014
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	398,119		$	15,086	$	93,218	$	—		$	506,423
Investment securities available for sale	178,626			59,141		—		—			237,767
Accounts receivable - trade, net	—			12,282		3,471		—			15,753
Intercompany receivables	516			20		—		(536		)	—
Inventories	—			108,257		—		—			108,257
Deferred income taxes	23,164			5,100		—		—			28,264
Income taxes receivable, net	21,428			—		—		(8,659		)	12,769
Restricted assets	—			1,141		1,414		—			2,555
Other current assets	724			7,988		19,820		—			28,532
Total current assets	622,577			209,015		117,923		(9,195		)	940,320
Property, plant and equipment, net	3,148			56,644		20,540		—			80,332
Real estate held for sale, net	—			—		10,669		—			10,669
Long-term investments accounted for at cost	26,541			—		698		—			27,239
Long-term investments accounted for under the equity method	17,842			—		—		—			17,842
Investments in non-consolidated real estate businesses	—			—		133,629		—			133,629
Investments in consolidated subsidiaries	447,514			—		—		(447,514		)	—
Restricted assets	1,596			9,985		—		—			11,581
Deferred income taxes	52,448			8,488		3,776		—			64,712
Goodwill and other intangible assets, net	—			107,511		161,736		—			269,247
Prepaid pension costs	—			27,663		—		—			27,663
Other assets	47,780			10,494		1,154		—			59,428
Total assets	$	1,219,446		$	429,800	$	450,125	$	(456,709	)	$	1,642,662
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	108,566		$	33,029	$	213	$	—		$	141,808
Current portion of fair value of derivatives embedded within convertible debt	7,768			—		—		—			7,768
Current portion of employee benefits	—			939		—		—			939
Accounts payable	932			4,721		4,527		—			10,180
Intercompany payables	—			—		536		(536		)	—
Accrued promotional expenses	—			20,040		—		—			20,040
Income taxes payable, net	—			11,815		—		(8,659		)	3,156
Accrued excise and payroll taxes payable, net	—			16,809		—		—			16,809
Litigation accruals and current payments due under the Master Settlement Agreement	—			66,545		—		—			66,545
Deferred income taxes	37,862			13,571		—		—			51,433
Accrued interest	29,926			—		—		—			29,926
Other current liabilities	3,671			8,699		19,338		—			31,708
Total current liabilities	188,725			176,168		24,614		(9,195		)	380,312
Notes payable, long-term debt and other obligations, less current portion	842,458			10,882		329		—			853,669
Fair value of derivatives embedded within convertible debt	183,786			—		—		—			183,786
Non-current employee benefits	32,195			16,369		—		—			48,564
Deferred income taxes	78,506			39,112		35,863		—			153,481
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	1,296			50,597		2,070		—			53,963
Total liabilities	1,326,966			293,128		62,876		(9,195		)	1,673,775
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(107,520		)	136,672		310,842		(447,514		)	(107,520		)
Non-controlling interest	—			—		76,407		—			76,407
Total stockholders' (deficiency) equity	(107,520		)	136,672		387,249		(447,514		)	(31,113		)
Total liabilities and stockholders' deficiency	$	1,219,446		$	429,800	$	450,125	$	(456,709	)	$	1,642,662

CONDENSED CONSOLIDATING BALANCE SHEETS



				December 31, 2013
						Subsidiary					Consolidated
	Parent/			Subsidiary		Non-		Consolidating			Vector Group
	Issuer			Guarantors		Guarantors		Adjustments			Ltd.
ASSETS:
Current assets:
Cash and cash equivalents	$	151,342		$	11,812	$	71,312	$	—		$	234,466
Investment securities available for sale	114,886			57,648		—		—			172,534
Accounts receivable - trade, net	—			10,154		2,005		—			12,159
Intercompany receivables	509			—		—		(509		)	—
Inventories	—			93,496		—		—			93,496
Deferred income taxes	45,578			4,901		—		—			50,479
Income taxes receivable, net	—			10,447		—		(10,447		)	—
Restricted assets	—			1,060		725		—			1,785
Other current assets	513			12,579		10,300		—			23,392
Total current assets	312,828			202,097		84,342		(10,956		)	588,311
Property, plant and equipment, net	3,641			55,093		20,524		—			79,258
Real estate held for sale, net	—			—		20,911		—			20,911
Long-term investments accounted for at cost	20,041			—		747		—			20,788
Long-term investments accounted for under the equity method	8,595			—		—		—			8,595
Investments in non-consolidated real estate businesses	—			—		128,202		—			128,202
Investments in consolidated subsidiaries	410,442			—		—		(410,442		)	—
Restricted assets	1,895			10,086		—		—			11,981
Deferred income taxes	35,000			12,766		3,708		—			51,474
Goodwill and other intangible assets, net	—			107,511		163,600		—			271,111
Prepaid pension costs	—			26,080		—		—			26,080
Other assets	38,374			10,126		5,053		—			53,553
Total assets	$	830,816		$	423,759	$	427,087	$	(421,398	)	$	1,260,264
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current liabilities:
Current portion of notes payable and long-term debt	$	112,275		$	39,013	$	289	$	—		$	151,577
Current portion of fair value of derivatives embedded within convertible debt	19,128			—		—		—			19,128
Current portion of employee benefits	—			939		—		—			939
Accounts payable	1,509			4,136		4,615		—			10,260
Intercompany payables	—			39		470		(509		)	—
Accrued promotional expenses	—			18,655		—		—			18,655
Income taxes payable, net	16,870			—		—		(10,447		)	6,423
Accrued excise and payroll taxes payable, net	—			11,621		—		—			11,621
Litigation accruals and current payments due under the Master Settlement Agreement	—			84,658		—		—			84,658
Deferred income taxes	32,309			13,425		—		—			45,734
Accrued interest	21,968			—		—		—			21,968
Other current liabilities	6,103			10,495		17,549		—			34,147
Total current liabilities	210,162			182,981		22,923		(10,956		)	405,110
Notes payable, long-term debt and other obligations, less current portion	524,182			12,573		4,011		—			540,766
Fair value of derivatives embedded within convertible debt	92,934			—		—		—			92,934
Non-current employee benefits	31,462			16,455		—		—			47,917
Deferred income taxes	65,759			37,602		34,289		—			137,650
Other liabilities, primarily litigation accruals and payments due under the Master Settlement Agreement	1,353			54,924		1,219		—			57,496
Total liabilities	925,852			304,535		62,442		(10,956		)	1,281,873
Commitments and contingencies
Stockholders' (deficiency) equity attributed to Vector Group Ltd.	(95,036		)	119,224		291,218		(410,442		)	(95,036		)
Non-controlling interest	—			—		73,427		—			73,427
Total stockholders' (deficiency) equity	(95,036		)	119,224		364,645		(410,442		)	(21,609		)
Total liabilities and stockholders' deficiency	$	830,816		$	423,759	$	427,087	$	(421,398	)	$	1,260,264

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



				Three Months Ended June 30, 2014
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	253,125		$	153,488		$	—		$	406,613
Expenses:
Cost of sales	—			181,517			97,765			—			279,282
Operating, selling, administrative and general expenses	4,933			22,190			39,900			—			67,023
Management fee expense	—			2,468			—			(2,468		)	—
Operating (loss) income	(4,933		)	46,950			15,823			2,468			60,308
Other income (expenses):
Interest expense	(43,190		)	(1,284		)	(3		)	294			(44,183		)
Change in fair value of derivatives embedded within convertible debt	1,970			—			—			—			1,970
Acceleration of interest expense related to debt conversion	(439		)	—			—			—			(439		)
Equity loss from non-consolidated real estate businesses	—			—			(1,808		)	—			(1,808		)
Equity loss on long-term investments	(273		)	—			—			—			(273		)
Loss on sale of investment securities available for sale	(18		)	—			—			—			(18		)
Equity income in consolidated subsidiaries	32,408			—			—			(32,408		)	—
Management fee income	2,468			—			—			(2,468		)	—
Other, net	1,068			224			2,577			(294		)	3,575
(Loss) income before provision for income taxes	(10,939		)	45,890			16,589			(32,408		)	19,132
Income tax benefit (expense)	18,864			(19,716		)	(5,249		)	—			(6,101		)
Net income	7,925			26,174			11,340			(32,408		)	13,031
Net income attributed to non-controlling interest	—			—			(5,106		)	—			(5,106		)
Net income attributed to Vector Group Ltd.	7,925			26,174			6,234			(32,408		)	7,925
Comprehensive income attributed to non-controlling interest	—			—			(5,106		)	—			(5,106		)
Comprehensive income attributed to Vector Group	$	9,436		$	25,464		$	6,234		$	(31,698	)	$	9,436

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



				Three Months Ended June 30, 2013
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	249,120		$	7,106		$	—		$	256,226
Expenses:
Cost of sales	—			180,430			6,015			—			186,445
Operating, selling, administrative and general expenses	5,506			18,455			1,580			—			25,541
Management fee expense	—			2,377			—			(2,377		)	—
Operating (loss) income	(5,506		)	47,858			(489		)	2,377			44,240
Other income (expenses):
Interest expense	(31,723		)	(360		)	(3		)	—			(32,086		)
Change in fair value of derivatives embedded within convertible debt	2,450			—			—			—			2,450
Equity income from non-consolidated real estate businesses	—			—			6,804			—			6,804
Equity income on long-term investments	846			—			—			—			846
Loss on sale of investment securities available for sale	(197		)	—			—			—			(197		)
Equity income in consolidated subsidiaries	32,277			—			—			(32,277		)	—
Management fee income	2,377			—			—			(2,377		)	—
Other, net	1,245			150			76			—			1,471
Income before provision for income taxes	1,769			47,648			6,388			(32,277		)	23,528
Income tax benefit (expense)	11,742			(19,134		)	(2,625		)	—			(10,017		)
Net income	13,511			28,514			3,763			(32,277		)	13,511
Comprehensive income	$	14,633		$	27,179		$	3,763		$	(30,942	)	$	14,633

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



				Six Months Ended June 30, 2014
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	492,317		$	261,532		$	—		$	753,849
Expenses:
Cost of sales	—			353,230			165,089			—			518,319
Operating, selling, administrative and general expenses	11,216			45,375			75,909			—			132,500
Management fee expense	—			4,935			—			(4,935		)	—
Operating (loss) income	(11,216		)	88,777			20,534			4,935			103,030
Other income (expenses):
Interest expense	(77,972		)	(2,239		)	(37		)	612			(79,636		)
Change in fair value of derivatives embedded within convertible debt	320			—			—			—			320
Acceleration of interest expense related to debt conversion	(4,118		)	—			—			—			(4,118		)
Equity loss from non-consolidated real estate businesses	—			—			(256		)	—			(256		)
Equity income on long-term investments	633			—			—			—			633
Loss on sale of investment securities available for sale	(71		)	—			—			—			(71		)
Equity income in consolidated subsidiaries	60,126			—			—			(60,126		)	—
Management fee income	4,935			—			—			(4,935		)	—
Other, net	1,766			484			4,063			(612		)	5,701
(Loss) income before provision for income taxes	(25,597		)	87,022			24,304			(60,126		)	25,603
Income tax benefit (expense)	36,102			(36,355		)	(8,790		)	—			(9,043		)
Net income	10,505			50,667			15,514			(60,126		)	16,560
Net income attributed to non-controlling interest	—			—			(6,055		)	—			(6,055		)
Net income attributed to Vector Group Ltd.	10,505			50,667			9,459			(60,126		)	10,505
Comprehensive income attributed to non-controlling interest	—			—			(6,055		)	—			(6,055		)
Comprehensive income attributed to Vector Group Ltd.	$	17,324		$	50,659		$	9,459		$	(60,118	)	$	17,324

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS



				Six Months Ended June 30, 2013
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Revenues	$	—		$	489,522		$	12,873		$	—		$	502,395
Expenses:
Cost of sales	—			353,386			10,236			—			363,622
Operating, selling, administrative and general expenses	11,382			36,949			3,106			—			51,437
Management fee expense	—			4,754			—			(4,754		)	—
Operating (loss) income	(11,382		)	94,433			(469		)	4,754			87,336
Other income (expenses):
Interest expense	(64,683		)	(772		)	(7		)	—			(65,462		)
Change in fair value of derivatives embedded within convertible debt	5,499			—			—			—			5,499
Loss on extinguishment of debt	(21,458		)	—			—			—			(21,458		)
Equity income from non-consolidated real estate businesses	—			—			7,285			—			7,285
(Loss) gain on sale of investment securities available for sale	(197		)	5,406			—			—			5,209
Equity income on long-term investments	823			—			—			—			823
Equity income in consolidated subsidiaries	63,565			—			—			(63,565		)	—
Management fee income	4,754			—			—			(4,754		)	—
Other, net	1,947			205			128			—			2,280
(Loss) income before provision for income taxes	(21,132		)	99,272			6,937			(63,565		)	21,512
Income tax benefit (expense)	32,962			(39,791		)	(2,853		)	—			(9,682		)
Net income	11,830			59,481			4,084			(63,565		)	11,830
Comprehensive income	$	18,866		$	61,624		$	4,084		$	(65,708	)	$	18,866

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



				Six Months Ended June 30, 2014
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	17,374		$	46,294		$	32,279		$	(41,952	)	$	53,995
Cash flows from investing activities:
Sale of investment securities	49,296			—			—			—			49,296
Purchase of investment securities	(108,859		)	(1,560		)	—			—			(110,419		)
Proceeds from sale or liquidation of long-term investments	500			—			49			—			549
Purchase of long-term investments	(7,000		)	—			—			—			(7,000		)
Investments in non-consolidated real estate businesses	—			—			(12,534		)	—			(12,534		)
Purchase of subsidiaries	—			—			(250		)	—			(250		)
Distributions from non-consolidated real estate businesses	—			—			3,539			—			3,539
Increase in cash surrender value of life insurance policies	—			(395		)	—			—			(395		)
Decrease (increase) in restricted assets	299			19			(689		)	—			(371		)
Issuance of notes receivable	(35,000		)	—			(250		)	35,000			(250		)
Investments in subsidiaries	(25,267		)	—			—			25,267			—
Proceeds from sale of fixed assets	—			4			—			—			4
Capital expenditures	(11		)	(6,563		)	(3,570		)	—			(10,144		)
Repayments of notes receivable	35,933			—			—			(35,000		)	933
Net cash used in investing activities	(90,109		)	(8,495		)	(13,705		)	25,267			(87,042		)
Cash flows from financing activities:
Proceeds from debt issuance	408,750			40,166			—			(35,000		)	413,916
Deferred financing costs	(12,360		)	—			—			—			(12,360		)
Repayments of debt	—			(39,293		)	(3,758		)	35,000			(8,051		)
Borrowings under revolver	—			429,188			—			—			429,188
Repayments on revolver	—			(437,736		)	—			—			(437,736		)
Capital contributions received	—			3,150			22,117			(25,267		)	—
Intercompany dividends paid	—			(30,000		)	(11,952		)	41,952			—
Dividends and distributions on common stock	(80,963		)	—			—			—			(80,963		)
Distributions to non-controlling interest	—			—			(3,075		)	—			(3,075		)
Proceeds from exercise of Vector options	3,405			—			—			—			3,405
Tax benefit of options exercised	680			—			—			—			680
Net cash provided by (used in) financing activities	319,512			(34,525		)	3,332			16,685			305,004
Net increase in cash and cash equivalents	246,777			3,274			21,906			—			271,957
Cash and cash equivalents, beginning of period	151,342			11,812			71,312			—			234,466
Cash and cash equivalents, end of period	$	398,119		$	15,086		$	93,218		$	—		$	506,423

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



				Six Months Ended June 30, 2013
							Subsidiary						Consolidated
	Parent/			Subsidiary			Non-			Consolidating			Vector Group
	Issuer			Guarantors			Guarantors			Adjustments			Ltd.
Net cash provided by operating activities	$	5,204		$	57,823		$	2,187		$	(60,024	)	$	5,190
Cash flows from investing activities:
Sale of investment securities	36,533			6,582			—			—			43,115
Purchase of investment securities	(79,368		)	(11,000		)	—			—			(90,368		)
Proceeds from sale of or liquidation of long-term investments	—			—			75			—			75
Purchase of long-term investments	(5,000		)	—			—			—			(5,000		)
Investments in non-consolidated real estate businesses	—			—			(19,048		)	—			(19,048		)
Investments in consolidated real estate businesses	—			—			(7,657		)	—			(7,657		)
Decrease (increase) in cash surrender value of life insurance policies	79			(382		)	—			—			(303		)
Decrease (increase) in restricted assets	6			(1,274		)	—			—			(1,268		)
Repayments of notes receivable	8,433			—			—			—			8,433
Proceeds from sale of fixed assets	—			13			—			—			13
Investments in subsidiaries	(43,584		)	—			—			43,584			—
Capital expenditures	(2,247		)	(3,319		)	(429		)	—			(5,995		)
Net cash used in investing activities	(85,148		)	(9,380		)	(27,059		)	43,584			(78,003		)
Cash flows from financing activities:
Proceeds from debt issuance	450,000			—			3,080			—			453,080
Deferred financing costs	(11,663		)	—			—			—			(11,663		)
Repayments of debt	(415,000		)	(3,763		)	(70		)	—			(418,833		)
Borrowings under revolver	—			474,493			—			—			474,493
Repayments on revolver	—			(476,888		)	—			—			(476,888		)
Capital contributions received	—			12,300			31,284			(43,584		)	—
Intercompany dividends paid	—			(50,582		)	(9,442		)	60,024			—
Dividends and distributions on common stock	(71,518		)	—			—			—			(71,518		)
Net cash (used in) provided by financing activities	(48,181		)	(44,440		)	24,852			16,440			(51,329		)
Net (decrease) increase in cash and cash equivalents	(128,125		)	4,003			(20		)	—			(124,142		)
Cash and cash equivalents, beginning of period	401,344			3,776			735			—			405,855
Cash and cash equivalents, end of period	$	273,219		$	7,779		$	715		$	—		$	281,713