Vector Group Ltd. 2009 Stockholders’ Report VECTOR GROUP LTD. HOWARD M. LORBER President Chief Executive Officer April 9, 2010 Dear Fellow Stockholder, Vector Group performed well in 2009 despite an extremely challenging economic and industry environment. At Liggett Group, our conventional tobacco business, we entered the year with a carefully constructed strategic plan to continue to perform amidst tremendous uncertainty from a massive federal excise tax increase that raised cigarette prices by an average of approximately 25%. We believe our results demonstrate the validity of our approach, as Liggett significantly outperformed the market in 2009 — growing our market share while overall industry volumes declined by nearly 10%. We were also pleased that New Valley, through its ownership stake in Douglas Elliman, was able to maintain its strong position in the New York City metropolitan real estate market. We continue to take steps to deploy new strategies to position Vector Group and our subsidiaries for long-term growth, and remain confident in our business and our ability to adapt to the changing economic and regulatory environments. As we enter 2010, we are cautiously optimistic about the near-term and are ready to build on our momentum from the last year to continue to create value for our stockholders. Overall Financial Results Vector Group achieved strong results in 2009, including operating income of $143.2 million, compared to $135.3 million for 2008. Revenues also increased over the prior year to $801.5 million, compared to $565.2 million in 2008, primarily due to the previously referenced increase in federal excise tax (“FET”). In 2009, we took significant steps to further strengthen our financial position, including: completing the private placement of $85 million of our 11% senior secured notes due 2015; issuing $50 million of convertible notes to an affiliate of Dr. Phillip Frost, one of the country’s most successful entrepreneurs; and exchanging and extending the maturities of approximately $100 million of convertible notes. Our liquidity remains strong with cash and cash equivalents of approximately $209.5 million as of December 31, 2009. As of year-end, we also held investment securities and partnership interests with a fair market value of approximately $121.7 million. Furthermore, in 2009 the Company continued to pay a substantial cash dividend of $0.40 per share per quarter, or $1.60 per year, and, for the eleventh consecutive year, an annual stock dividend of 5%. Cigarette Business As noted, our tobacco business performed well in 2009 and continued to benefit from our focus on balancing volume growth and profit margins. In 2009, we strategically invested in key brands, developed compelling trade programs that rewarded wholesalers and retailers, and remained focused on improving operational efficiency. We are very proud that Liggett was able to buck industry trends in 2009 and grow market share. For the year, the Company’s conventional cigarette business, which includes Liggett Group and USA brand cigarettes, had revenues of $800 million, compared to $562.7 million for 2008. The vast majority of the revenue increase was the result of the $6.17 per carton FET that went into effect on April 1, 2009. Operating income was $168 million for 2009, compared to $170.2 million for 2008. As anticipated, the FET had a significant impact on Liggett and the rest of the industry in 2009 and we expect it will continue to do so going forward. Despite the significant industry contraction, Liggett increased retail shipments in 2009 by 1.7% year over year. Liggett’s market share was approximately 3.3% in the fourth quarter of 2009, marking the first time in 17 years that Liggett’s share has exceeded 3%. The introduction of the newly packaged and priced Pyramid box brand in late April 2009 helped Liggett drive volume growth. We believe Pyramid’s new box styles offer the best value proposition in the marketplace at a highly competitive, but sustainable low price. As the tobacco market continues to evolve, Liggett is targeting the growth of Pyramid carefully and offering Pyramid focused promotional programs that also provide support to our other brands. Additionally, increased margins on other core brands in our portfolio, including Eve, Liggett Select and Grand Prix, and increased manufacturing efficiencies, helped fuel Liggett’s performance in 2009. Also of note, in June 2009 the President signed legislation granting the FDA authority to regulate tobacco products. While the FDA bill is still somewhat ambiguous, we remain confident in our ability to fully comply with the legislation and expect any costs associated with the implementation of the FDA requirements to be manageable and absorbed over time. Given our extensive research activities over the years, we are hopeful that we will have an opportunity to provide meaningful input to the FDA as this process develops and gains greater clarity. New Valley LLC and Other Investments Our New Valley subsidiary owns a 50% interest in Douglas Elliman Realty LLC, which operates the largest residential brokerage business in the New York City metropolitan area through its Prudential Douglas Elliman Real Estate subsidiaries. The brokerage companies achieved combined sales of approximately $8.6 billion in 2009. While the real estate market remains challenging, we have begun to see positive signs of a turnaround. Douglas Elliman Realty was able to capitalize on its strong market presence and targeted cost cutting initiatives in 2009 to record $24.5 million of EBITDA. During the year, New Valley recorded income of $11.4 million from its equity interest in Douglas Elliman, and received cash distributions from Douglas Elliman of $8.5 million in 2009. Capitalizing on a unique opportunity to enhance our business, in February 2010 Prudential Douglas Elliman acquired Bellmarc Property Management, a premier New York City property management company. This acquisition added 50 luxury buildings to Prudential Douglas Elliman’s management portfolio, increasing its total buildings under management to 300 in the New York City tri-state area. Outlook In the midst of a very difficult environment for both the tobacco and real estate industries, Vector Group continued to perform well in 2009 and to improve its overall position. As the recovery begins, we believe we have a strong foundation for future growth and are well prepared to make the most of the opportunities that lie ahead. We are confident in our long-term strategy and the plans we have put in place, and look forward to continuing to deliver value to our stockholders. We thank our stockholders, employees and customers for their ongoing support and dedication. Sincerely, Howard M. Lorber President and Chief Executive Officer VECTOR GROUP LTD. FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business ............................................................... 1 Item 1A. Risk Factors ............................................................ 15 Item 1B. Unresolved Staff Comments ................................................. 28 Item 2. Properties .............................................................. 28 Item 3. Legal Proceedings ........................................................ 29 Item 4. Reserved ............................................................... 29 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Executive Officers of the Registrant ........................... 30 Item 6. Selected Financial Data .................................................... 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ......................... 61 Item 8. Financial Statements and Supplementary Data . ................................. 61 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure . 61 Item 9A. Controls and Procedures ................................................... 61 Item 9B. Other Information ........................................................ 61 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................ 62 Item 11. Executive Compensation ................................................... 62 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................................................................ 62 Item 13. Certain Relationships and Related Transactions, and Director Independence ............. 62 Item 14. Principal Accounting Fees and Services ........................................ 62 PART IV Item 15. Exhibits and Financial Statement Schedules ..................................... 62 SIGNATURES ................................................................... 67 PART I ITEM 1. BUSINESS Overview Vector Group Ltd., a Delaware corporation, is a holding company and is principally engaged in: • the manufacture and sale of cigarettes in the United States through our Liggett Group LLC and Vector Tobacco Inc. subsidiaries, • research relating to reduced risk cigarette products through our Vector Tobacco Inc. subsidiary, and • the real estate business through our New Valley LLC subsidiary, which is seeking to acquire additional operating companies and real estate properties. New Valley owns 50% of Douglas Elliman Realty, LLC, which operates the largest residential brokerage company