Defined Benefit Plans. The Company sponsors three defined benefit pension plans (two qualified and one non-qualified) covering virtually all individuals who were employed by Liggett on a full-time basis prior to 1994. Future accruals of benefits under these three defined benefit plans were frozen between 1993 and 1995. These benefit plans provide pension benefits for eligible employees based primarily on their compensation and length of service. Contributions are made to the two qualified pension plans in amounts necessary to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974. The plans’ assets and benefit obligations were measured at December 31, 2019 and 2018, respectively.

The Company also sponsors a Supplemental Retirement Plan (“SERP”) where the Company will pay supplemental retirement benefits to certain key employees, including certain executive officers of the Company. The plan meets the applicable requirements of Section 409A of the Internal Revenue Code and is intended to be unfunded for tax purposes. Payments under the SERP will be

made out of the general assets of the Company. The SERP is a defined benefit plan. Under the SERP, the benefit payable to a participant at his normal retirement date is a lump sum amount which is the actuarial equivalent of a predetermined annual retirement benefit set by the Company’s Board of Directors. Normal retirement date is defined as the January 1 following the attainment by the participant of the latter of age 60 or the completion of eight years of employment following January 1, 2002 with the Company or a subsidiary.

The SERP provides the Company’s President and Chief Executive Officer with an additional benefit under the SERP equal to a $736 lifetime annuity. In addition, in the event of a termination of his employment under the circumstances where he is entitled to severance payments under his employment agreement, he will be credited with an additional 36 months of service towards vesting under the SERP.

At December 31, 2019, the aggregate lump sum equivalents of the annual retirement benefits payable under the Amended SERP at normal retirement dates occurring during the following years is as follows: 2020 – $0; 2021 – $7,644; 2022 – $0; 2023 – $0; 2024 – $51,155 and 2025 to 2029 – $0. In the case of a participant who becomes disabled prior to his normal retirement date or whose service is terminated without cause, the participant’s benefit consists of a pro-rata portion of the full projected retirement benefit to which he would have been entitled had he remained employed through his normal retirement date, as actuarially discounted back to the date of payment. A participant who dies while working for the Company or a subsidiary (and before becoming disabled or attaining his normal retirement date) will be paid an actuarially discounted equivalent of his projected retirement benefit; conversely, a participant who retires beyond his normal retirement date will receive an actuarially increased equivalent of his projected retirement benefit.

Postretirement Medical and Life Plans. The Company provides certain postretirement medical and life insurance benefits to certain employees and retirees. Substantially all of the Company’s manufacturing employees as of December 31, 2019 are eligible for postretirement medical benefits if they reach retirement age while working for Liggett or certain affiliates. Retirees are required to fund 100% of participant medical premiums and, pursuant to union contracts, Liggett reimburses approximately 126 hourly retirees, who retired prior to 1991, for Medicare Part B premiums. In addition, the Company provides life insurance benefits to approximately 101 active employees and 389 retirees who reach retirement age and are eligible to receive benefits under one of the Company’s defined benefit pension plans. The Company’s postretirement liabilities are comprised of Medicare Part B and life insurance premiums.



	Pension Benefits						Other Postretirement Benefits
	2019			2018			2019			2018
Change in benefit obligation:
Benefit obligation at January 1	$	(123,165	)	$	(132,722	)	$	(8,296	)	$	(8,967	)
Service cost	(533		)	(587		)	(3		)	(4		)
Interest cost	(4,860		)	(4,495		)	(347		)	(330		)
Plan amendment	—			—			—			(39		)
Benefits paid	7,696			8,524			594			553
Expenses paid	391			260			—			—
Actuarial gain	(8,526		)	5,855			(934		)	491
Benefit obligation at December 31	$	(128,997	)	$	(123,165	)	$	(8,986	)	$	(8,296	)
Change in plan assets:
Fair value of plan assets at January 1	$	93,167		$	106,192		$	—		$	—
Actual return on plan assets	15,788			(4,497		)	—			—
Expenses paid	(391		)	(260		)	—			—
Contributions	183			256			594			553
Benefits paid	(7,696		)	(8,524		)	(594		)	(553		)
Fair value of plan assets at December 31	$	101,051		$	93,167		$	—		$	—
Unfunded status at December 31	$	(27,946	)	$	(29,998	)	$	(8,986	)	$	(8,296	)
Amounts recognized in the consolidated balance sheets:
Prepaid pension costs	$	31,686		$	23,869		$	—		$	—
Other accrued liabilities	(111		)	(228		)	(654		)	(647		)
Non-current employee benefit liabilities	(59,521		)	(53,639		)	(8,332		)	(7,649		)
Net amounts recognized	$	(27,946	)	$	(29,998	)	$	(8,986	)	$	(8,296	)



	Pension Benefits									Other Postretirement Benefits
	2019			2018			2017			2019			2018			2017
Service cost — benefits earned during the period	$	533		$	587		$	564		$	3		$	4		$	5
Interest cost on projected benefit obligation	4,860			4,495			5,059			347			330			368
Expected return on assets	(4,874		)	(5,572		)	(5,424		)	—			—			—
Prior service cost	—			—			—			4			4			—
Amortization of net loss (gain)	2,001			1,804			2,009			(40		)	(41		)	(54		)
Net expense	$	2,520		$	1,314		$	2,208		$	314		$	297		$	319



	Defined Benefit Pension Plans			Post- Retirement Plans			Total
Accumulated other comprehensive (loss) income as of January 1, 2019	$	(34,053	)	$	213		$	(33,840	)
Amortization of prior service costs	—			4			4
Prior service costs	—			(37		)	(37		)
Amortization of loss (gain)	2,001			(40		)	1,961
Net gain (loss) arising during the year	2,388			(934		)	1,454
Accumulated other comprehensive loss as of December 31, 2019	$	(29,664	)	$	(794	)	$	(30,458	)



	Defined Benefit Pension Plans			Post- Retirement Plans			Total
Accumulated other comprehensive loss as of January 1, 2018	$	(31,643	)	$	(237	)	$	(31,880	)
Amortization of loss (gain)	1,804			(41		)	1,763
Net (loss) gain arising during the year	(4,214		)	491			(3,723		)
Accumulated other comprehensive loss (income) as of December 31, 2018	$	(34,053	)	$	213		$	(33,840	)

As of December 31, 2019, two of the Company’s four defined benefit plans experienced accumulated benefit obligations in excess of plan assets, for which, in the aggregate, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $59,631, $59,631 and $0, respectively. As of December 31, 2018, two of the Company’s four defined benefit plans experienced accumulated benefit obligations in excess of plan assets, for which in the aggregate the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $53,865, $53,865 and $0, respectively.



	Pension Benefits			Other Postretirement Benefits
	2019	2018	2017	2019	2018	2017
Weighted average assumptions:
Discount rates — benefit obligation	2.55% - 3.1%	3.9% - 4.25%	3.25% - 3.7%	3.30%	4.35%	3.80%
Discount rates — service cost	3.9% - 4.25%	3.25% - 3.7%	3.6% - 4.2%	4.35%	3.80%	4.40%
Assumed rates of return on invested assets	5.50%	5.50%	5.50%	N/A	N/A	N/A
Salary increase assumptions	N/A	N/A	N/A	3.00%	3.00%	3.00%

Discount rates were determined by a quantitative analysis examining the prevailing prices of high quality bonds to determine an appropriate discount rate for measuring obligations. The aforementioned analysis analyzes the cash flow from each of the Company’s four benefit plans as well as a separate analysis of the cash flows from the postretirement medical and life insurance plans sponsored by Liggett. The aforementioned analyses then construct a hypothetical bond portfolio whose cash flow from coupons and maturities match the year-by-year, projected benefit cash flow from the respective pension or retiree health plans.

The Company uses the lower discount rate derived from the two independent analyses in the computation of the benefit obligation and service cost for each respective retirement liability. The Company uses the discount rate derived from the analysis in the computation of the benefit obligation and service cost for all the plans respective retirement liability.

The Company considers input from its external advisors and historical returns in developing its expected rate of return on plan assets. The expected long-term rate of return is the weighted average of the target asset allocation of each individual asset class. The Company’s actual 10-year annual rate of return on its pension plan assets was 7.6%, 8.3% and 5.2% for the years ended December 31, 2019, 2018 and 2017, respectively, and the Company’s actual five-year annual rate of return on its pension plan assets was 5.41%, 3.19% and 7.28% for the years ended December 31, 2019, 2018 and 2017, respectively.

Gains and losses resulted from changes in actuarial assumptions and from differences between assumed and actual experience, including, among other items, changes in discount rates and changes in actual returns on plan assets as compared to assumed returns. These gains and losses are only amortized to the extent that they exceed 10% of the greater of Projected Benefit Obligation and the fair value of assets. For the year ended December 31, 2019, Liggett used a 13.20-year period for its Hourly Plan and a 12.46-year period for its Salaried Plan to amortize pension fund gains and losses on a straight line basis. Such amounts are reflected in the pension expense calculation beginning the year after the gains or losses occur. The amortization of deferred losses negatively impacts pension expense in the future.

Plan assets are invested employing multiple investment management firms. Managers within each asset class cover a range of investment styles and focus primarily on issue selection as a means to add value. Risk is controlled through a diversification among asset classes, managers, styles and securities. Risk is further controlled both at the manager and asset class level by assigning excess return and tracking error targets. Investment managers are monitored to evaluate performance against these benchmark indices and targets.

Allowable investment types include equity, investment grade fixed income, high yield fixed income, hedge funds and short term investments. The equity fund is comprised of common stocks and mutual funds of large, medium and small companies, which are predominantly U.S. based. The investment grade fixed income fund includes managed funds investing in fixed income securities issued or guaranteed by the U.S. government, or by its respective agencies, mortgage backed securities, including collateralized mortgage obligations, and corporate debt obligations. The high yield fixed income fund includes a fund which invests in non-investment grade corporate debt securities. The hedge funds invest in both equity, including common and preferred stock, and debt obligations, including convertible debentures, of private and public companies. The Company generally utilizes its short-term investments, including interest-bearing cash, to pay benefits and to deploy in special situations.

The Liggett Employee Benefits Committee has established the following target assets allocation to equal 35.0% equity investments, 55.0% investment grade fixed income, and 10.0% high yield fixed income, with a rebalancing range of approximately plus or minus 5% around the target asset allocations.



	Fair Value Measurements as of December 31, 2019
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Insurance contracts	$	2,398	$	—	$	2,398	$	—
Amounts in individually managed investment accounts:
Cash, mutual funds and common stock	76		76		—		—
Common collective trusts	38,537		—		38,537		—
Common collective trusts at NAV ⁽¹⁾	51,068		—		—		—
Mutual Funds	8,972		—		8,972		—
Total	$	101,051	$	76	$	49,907	$	—
(1) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.



	Fair Value Measurements as of December 31, 2018
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Insurance contracts	$	2,161	$	—	$	2,161	$	—
Amounts in individually managed investment accounts:
Cash, mutual funds and common stock	175		175		—		—
Common collective trusts	48,126		—		48,126		—
Common collective trusts at NAV⁽¹⁾	33,731		—		—		—
Investment Partnership	8,974		—		8,974		—
Total	$	93,167	$	175	$	59,261	$	—
(1) In accordance with Subtopic 820-10, investments that are measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy.

The fair value of investment included in Level 1 are based on quoted market prices from various stock exchanges. The Level 2 investments are based on quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets in markets that are not active.

For 2019 measurement purposes, annual increases in Medicare Part B trends were assumed to equal rates between 3.95% and 8.02% between 2020 and 2027 and 4.5% thereafter. For 2018 measurement purposes, annual increases in Medicare Part B trends were assumed to equal rates between 4.04% and 6.13% between 2019 and 2026 and 4.5% thereafter.

To comply with ERISA’s minimum funding requirements, the Company does not currently anticipate that it will be required to make any contributions to the pension plan year beginning on January 1, 2020 and ending on December 31, 2020. Any additional funding obligation that the Company may have for subsequent years is contingent on several factors and is not reasonably estimable at this time.