8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2011

VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-5759	65-0949535
(Commission File Number)	(I.R.S. Employer Identification No.)
100 S.E. Second Street, Miami, Florida	33,131
(Address of Principal Executive Offices)	(Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, Including Area Code)

(Not Applicable)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 4, 2011, Vector Group Ltd. announced its financial results for the three months ended June 30, 2011. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibit

(c) Exhibit.

Exhibit No.	Exhibit
99.1	Press Release issued August 4, 2011

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VECTOR GROUP LTD.
By:	/s/ J. Bryant Kirkland III
	J. Bryant Kirkland III
	Vice President, Treasurer and Chief Financial Officer

Date: August 4, 2011

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Paul Caminiti/Carrie Bloom/Jonathan Doorley
	Sard Verbinnen & Co
	212-687-8080

VECTOR GROUP REPORTS SECOND QUARTER 2011 FINANCIAL RESULTS

MIAMI, FL, August 4, 2011 - Vector Group Ltd. (NYSE: VGR) today announced financial results for the three and six months ended June 30, 2011.

Second quarter 2011 revenues were $291.2 million, compared to revenues of $268.5 million in the second quarter of 2010. The increase in revenues in 2011 was primarily due to increased unit sales of approximately 5.7% in the 2011 period compared to the 2010 period. The Company recorded operating income of $38.0 million in the 2011 second quarter, compared to operating income of $21.1 million in the second quarter of 2010. Net income for the 2011 second quarter was $30.3 million, or $0.36 per diluted common share, compared to $19.2 million, or $0.19 per diluted common share, in the 2010 second quarter. The results for the three months ended June 30, 2011 included pre-tax gains from the liquidation of long-term investments of $19.5 million, changes in the fair value of derivatives embedded within convertible debt of $9.4 million, and the sale of a townhome of $577,000 offset by a loss on extinguishment of debt of $1.2 million. Adjusting for the pre-tax gains and loss on extinguishment of debt, second quarter 2011 operating income was $38.0 million and second quarter 2011 net income was $13.2 million or $0.17 per diluted share. The results for the year-ago period, the three months ended June 30, 2010, included a pre-tax charge of $14.4 million related to the resolution of a litigation judgment and $13.8 million of pre-tax gains from changes in fair value of derivatives embedded within convertible debt. Adjusting for the pre-tax charge related to the resolution of a litigation judgment and the non-cash gains from the Company's convertible debt previously noted, second quarter 2010 operating income was $35.4 million and second quarter 2010 net income was $19.6 million or $0.26 per diluted share.

For the six months ended June 30, 2011, revenues were $551.6 million, compared to $490.5 million for the first six months of 2010. The increase in revenues in 2011 was primarily due to increased unit sales of approximately 9.8% in the 2011 six-month period compared to the 2010 period. The Company recorded operating income of $69.4 million for the 2011 six-month period, compared to operating income of $52.1 million for the 2010 period. Net income for the 2010 six-month period was $49.7 million, or $0.64 per diluted common share, compared to $31.2 million, or $0.39 per diluted common share, for the 2010 period. The results for the six months ended June 30, 2011 included pre-tax gains from the liquidation of long-term investments of $23.6 million, changes in the fair value of derivatives embedded within convertible debt of $8.9 million and the sales of townhomes of $3.7 million offset by a loss on extinguishment of debt of $1.2 million. Adjusting for the pre-tax gains and loss on extinguishment of debt, operating income for the six months ended June 30, 2011 was $69.4 million and net income for the six months ended June 30, 2011 was $28.5 million or $0.37 per diluted share. Adjusting for the pre-tax charge related to the resolution of a litigation judgment previously discussed and $11.1 million of non-cash gains from the Company's convertible debt, operating income for the six months ended June 30, 2010 was $66.5 million and net income for the six months ended June 30, 2010 was $33.2 million or $0.44 per diluted share.

For the three and six months ended June 30, 2011, the Company's tobacco business had revenues of $291.2 million and $551.6 million, respectively, compared to $$268.5 million and $490.5 million for the three and six months ended June 30, 2010, respectively. Operating income was $42.2 million for the second quarter of 2011 and $78.6 million for the first six months of 2011, compared to $26.0 million and $61.0 million for the three and six months ended June 30, 2010, respectively. Adjusting for a litigation judgment charge, operating income for the three and six months ended June 30, 2010 was $40.4 million and $75.3 million, respectively.

Conference Call to Discuss Second Quarter 2011 Results

As previously announced, the Company will host a conference call and webcast on Friday, August 5, 2011 at 11:00 A.M. (ET) to discuss second quarter 2011 results. Investors can access the call by dialing 800-859-8150 and entering 90121568 as the conference ID number. The call will also be available via live webcast at www.investorcalendar.com. Webcast participants should allot extra time before the webcast begins to register.

A replay of the call will be available shortly after the call ends on August 5, 2011 through August 19, 2011. To access the replay, dial 877-656-8905 and enter 90121568 as the conference ID number. The archived webcast will also be available at www.investorcalendar.com for 30 days.

Vector Group is a holding company that indirectly owns Liggett Group LLC and Vector Tobacco Inc. and directly owns New Valley LLC. Additional information concerning the company is available on the company's website, www.VectorGroupLtd.com.

[Financial Table Follows]

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VECTOR GROUP LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Amounts)

Unaudited

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Revenues*	$	291,180		$	268,460		$	551,558		$	490,547
Expenses:
Cost of goods sold*	231,073			210,994			436,250			380,905
Operating, selling, administrative and general expenses	22,140			22,028			45,865			43,186
Litigation judgment expense	—			14,361			—			14,361
Operating income	37,967			21,077			69,443			52,095
Other income (expenses):
Interest expense	(25,082		)	(20,770		)	(50,010		)	(39,575		)
Change in fair value of derivatives embedded within convertible debt	9,437			13,789			8,862			11,075
Loss on extinguishment of debt	(1,217		)	—			(1,217		)	—
Equity income from non-consolidated real estate businesses	6,197			7,207			11,101			11,778
Gain on sale of investment securities available for sale	1,506			6,447			14,541			11,111
Gain on liquidation of long-term investments	19,475			—			23,611			—
Gain on sales of townhomes	577			—			3,712			—
Other, net	(14		)	2,852			825			2,978
Income before provision for income taxes	48,846			30,602			80,868			49,462
Income tax expense	18,545			11,379			31,194			18,301
Net income	$	30,301		$	19,223		$	49,674		$	31,161
Per basic common share:
Net income applicable to common shares	$	0.40		$	0.25		$	0.65		$	0.41
Per diluted common share:
Net income applicable to common shares	$	0.36		$	0.19		$	0.64		$	0.39
Cash distributions and dividends declared per share	$	0.40		$	0.38		$	0.80		$	0.76

* Revenues and Cost of goods sold include excise taxes of $142,934, $135,217, $270,568 and $246,410, respectively.