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View Annual Report March 25, 2016 Dear Fellow Stockholder, Vector Group Ltd.’s results in 2015 were driven by continued strong performance of our core tobacco and real estate operations. We are pleased to have successfully executed against our strategic plan and believe our businesses are well positioned to seize on additional opportunities to further enhance stockholder value. During 2015, Liggett Group retained its position as the fourth-largest U.S. tobacco manufacturer and posted record results despite market consolidation. In our New Valley real estate business, we drove significant growth at Douglas Elliman, the largest residential real estate broker in the New York metropolitan area, and we continued to make promising investments in new development projects. Overall Financial Results Our Pro-forma Adjusted Revenues1 were $1.7 billion in 2015 compared to $1.6 billion in 2014. This growth was primarily due to increased revenues at Douglas Elliman of $80.1 million. Additionally, we maintained a strong balance sheet with substantial liquidity with cash, marketable securities and long-term investments of $534 million as of December 31, 2015, and no significant debt maturities until February 2019. Further, we paid a cash dividend to our stockholders for the 21st consecutive year and a 5% stock dividend for the 17th consecutive year. Tobacco Business We delivered another year of continued earnings growth in our tobacco business on essentially flat revenues of $1.02 billion. Tobacco Adjusted Operating Income for 2015 increased 17% to $234 million — a significant achievement in an increasingly competitive and contracting cigarette marketplace. This growth was primarily due to achieving higher margins, driving efficiencies, the elimination of the Tobacco Quota Buyout program, and stronger industry volume performance, partially offset by small anticipated decreases in unit volumes. We remain focused on maintaining brand strength in the market while driving long-term profit growth. We continue to expand tactical business-building programs in targeted geographies to pursue incremental volume growth. We are also pleased by the early results of our October 2015 restructuring, which has enabled us to adjust our market emphasis while investing the savings into our tobacco business. These initiatives have been designed to put us in the best possible position to maximize potential opportunities in the marketplace while minimizing risk. We are pleased with the continued strength and record earnings performance of our tobacco business in 2015. We believe we are taking the necessary steps to position our business for long-term success and allow us to continue focusing on profitably growing our operations by both increasing market share and margins. Real Estate Business Douglas Elliman, the largest residential real estate brokerage firm in the New York metropolitan region and the fourth-largest in the U.S., continued to gain market share and post strong revenue increases in 2015. 1 Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA and Tobacco Adjusted Operating Income are non-GAAP financial measures and should be considered in addition to, but not as a substitute for, other measures of financial performance prepared in accordance with GAAP. Reconciliations to Pro-forma Adjusted Revenues, Pro-forma Adjusted EBITDA and Tobacco Adjusted Operating Income are contained in the Company’s earnings release issued on February 29, 2016. Douglas Elliman, of which we own 70%, reported Pro-forma Adjusted Revenues1 of $637.0 million and Pro-forma Adjusted EBITDA1 of $35.7 million in 2015. This compared to Pro-forma Adjusted Revenues1 of $543.2 million and Pro-forma Adjusted EBITDA1 of $50.7 million in 2014. The decrease in year-over-year Pro-forma Adjusted EBITDA1 primarily reflected the impact of planned increased marketing initiatives. Our strategic investments in Douglas Elliman’s development marketing division included increasing advertising and marketing initiatives to build on our success and strengthen the value of the brand. Additionally, we continue to expand into other attractive, high-growth markets where our clients enjoy living and traveling, and will continue to thoughtfully enhance our footprint. Douglas Elliman now has offices in Los Angeles, California, Aspen, Colorado, Greenwich, Connecticut, South Florida and throughout the New York City metropolitan area. Our New Valley real estate subsidiary was active in 2015 as we invested approximately $67 million in new or continuing real estate developments. Our investment portfolio at December 31, 2015 consisted of 23 projects, including the investments we made in the Hamptons, West Chelsea, Long Beach, New Jersey and Miami Beach during 2015. We will continue to partner with many renowned developers in joint ventures and expect to monetize some of our earlier development projects in 2016. Given the complementary nature of New Valley and Douglas Elliman, we believe there are additional opportunities to grow the New Valley business. Outlook We made meaningful strides in 2015, and are excited about our prospects in 2016. We will continue to execute our strategy and assess new opportunities in our tobacco and real estate businesses with an eye toward maximizing stockholder value and enhancing the market position of our businesses. On behalf of the Board of Directors and management team at Vector Group, we thank our stockholders, employees and customers for their continued support. Sincerely, Howard M. Lorber President and Chief Executive Officer SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2015 VECTOR GROUP LTD. (Exact name of registrant as specified in its charter) Delaware 1-5759 65-0949535 (State or other jurisdiction of incorporation Commission File Number (I.R.S. Employer incorporation or organization) Identification No.) 4400 Biscayne Boulevard, Miami, Florida 33137 (Address of principal executive offıces) (Zip Code) (305) 579-8000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $.10 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ୊ Yes □ No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. □ Yes ୊ No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ୊ Yes □ No Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ୊ Yes □ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ୊ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ୊ Accelerated filer □ Non-accelerated filer □ Smaller reporting company □ (Do not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. □ Yes ୊ No The aggregate market value of the common stock held by non-affiliates of Vector Group Ltd. as of June 30, 2015 was approximately $1.979 billion. At March 8, 2016, Vector Group Ltd. had 123,792,329 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Part III (Items 10, 11, 12, 13 and 14) from the definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year covered by this report. VECTOR GROUP LTD. FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business ...................................................... 1 Item 1A. Risk Factors .................................................... 14 Item 1B. Unresolved Staff Comments ......................................... 30 Item 2. Properties ..................................................... 30 Item 3. Legal Proceedings ................................................ 31 Item 4. Mine Safety Disclosures ............................................ 31 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Executive Officers of the Registrant .............. 32 Item 6. Selected Financial Data ............................................ 35 Item 7. Management’s Discussion
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