2.2.0.25falsefalse0214 - Disclosure - Legal Proceedingstruefalsefalse1falsefalseUSDfalsefalse1/1/2011 - 3/31/2011 USD ($) USD ($) / shares $ThreeMonthsEnded_31Mar2011http://www.sec.gov/CIK0001424847duration2011-01-01T00:00:002011-03-31T00:00:00USDStandardhttp://www.xbrl.org/2003/iso4217USDiso42170SharesStandardhttp://www.xbrl.org/2003/instancesharesxbrli0USDEPSDividehttp://www.xbrl.org/2003/iso4217USDiso4217http://www.xbrl.org/2003/instancesharesxbrli0PureStandardhttp://www.xbrl.org/2003/instancepurexbrli0USDUSD$2true0lo_LegalProceedingsAbstractlofalsenadurationLegal Proceedings.falsefalsefalsefalsefalsefalsefalsefalsefalsefalse1falsefalsefalse00falsefalsefalsefalsefalseOtherxbrli:stringItemTypestringLegal Proceedings.falsefalseLegal Proceedings [Abstract]3false0us-gaap_CommitmentsAndContingenciesDisclosureTextBlockus-gaaptruenadurationNo definition available.falsefalsefalsefalsefalsefalsefalsefalsefalsefalseverboselabel1falsefalsefalse00   <div style="font-family: 'Times New Roman',Times,serif"> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>14. Legal Proceedings</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt"><b>Overview</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, 10,008 product liability cases are pending against cigarette manufacturers in the United States. Lorillard Tobacco is a defendant in 9,037 of these cases. Lorillard, Inc. is a co-defendant in 696 pending cases. A total of 6,362 of these lawsuits are <i>Engle </i>Progeny Cases, described below. In addition to the product liability cases, Lorillard Tobacco and, in some instances, Lorillard, Inc., are defendants in Filter Cases and Tobacco-Related Antitrust Cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Pending cases against Lorillard are those in which Lorillard Tobacco or Lorillard, Inc. have been joined to the litigation by either receipt of service of process, or execution of a waiver thereof, and a dismissal order has not been entered with respect to Lorillard Tobacco or Lorillard, Inc. The table below lists the number of certain tobacco-related cases pending against Lorillard as of the dates listed. A description of each type of case follows the table. </div> <div align="center"> <table style="font-size: 10pt; text-align: left" cellspacing="0" border="0" cellpadding="0" width="100%">  <tr valign="bottom"> <td width="88%"> </td> <td width="5%"> </td> <td width="3%"> </td> <td width="1%"> </td> <td width="3%"> </td> </tr> <tr style="font-size: 8pt" valign="bottom"> <td> </td> <td> </td> <td nowrap="nowrap" align="center" colspan="3"><b>Total Number of Cases</b></td> </tr> <tr style="font-size: 8pt" valign="bottom"> <td> </td> <td> </td> <td nowrap="nowrap" align="center" colspan="3"><b>Pending against Lorillard as of</b></td> </tr> <tr style="font-size: 8pt" valign="bottom"> <td nowrap="nowrap" align="left" style="border-bottom: 1px solid #000000"><b>Type of Case</b></td> <td> </td> <td nowrap="nowrap" align="center" colspan="3" style="border-bottom: 1px solid #000000"><b> April 27, 2011</b></td> </tr>   <tr valign="bottom" style="background: #cceeff"> <td> <div style="margin-left:15px; text-indent:-15px">Conventional Product Liability Cases </div></td> <td> </td> <td> </td> <td align="right">38</td> <td> </td> </tr> <tr valign="bottom"> <td> <div style="margin-left:15px; text-indent:-15px"><i>Engle </i>Progeny Cases </div></td> <td> </td> <td> </td> <td align="right">6,362</td> <td> </td> </tr> <tr valign="bottom" style="background: #cceeff"> <td> <div style="margin-left:15px; text-indent:-15px">West Virginia Individual Personal Injury Cases </div></td> <td> </td> <td> </td> <td align="right">40</td> <td> </td> </tr> <tr valign="bottom"> <td> <div style="margin-left:15px; text-indent:-15px">Flight Attendant Cases </div></td> <td> </td> <td> </td> <td align="right">2,587</td> <td> </td> </tr> <tr valign="bottom" style="background: #cceeff"> <td> <div style="margin-left:15px; text-indent:-15px">Class Action Cases </div></td> <td> </td> <td> </td> <td align="right">6</td> <td> </td> </tr> <tr valign="bottom"> <td> <div style="margin-left:15px; text-indent:-15px">Reimbursement Cases </div></td> <td> </td> <td> </td> <td align="right">4</td> <td> </td> </tr> <tr valign="bottom" style="background: #cceeff"> <td> <div style="margin-left:15px; text-indent:-15px">Filter Cases </div></td> <td> </td> <td> </td> <td align="right">36</td> <td> </td> </tr> <tr valign="bottom"> <td> <div style="margin-left:15px; text-indent:-15px">Tobacco-Related Antitrust Cases </div></td> <td> </td> <td> </td> <td align="right">2</td> <td> </td> </tr>  </table> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Conventional Product Liability Cases. </i>Conventional Product Liability Cases are brought by individuals who allege cancer or other health effects caused by smoking cigarettes, by using smokeless tobacco products, by addiction to tobacco, or by exposure to environmental tobacco smoke. Lorillard Tobacco is a defendant in each of the Conventional Product Liability cases listed in the table above, and Lorillard, Inc. is a co-defendant in four of the Conventional Product Liability cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Engle Progeny Cases. Engle </i>Progeny Cases are brought by individuals who purport to be members of the decertified <i>Engle </i>class. These cases are pending in a number of Florida courts. Lorillard Tobacco is a defendant in each of the <i>Engle </i>Progeny Cases listed in the above table and Lorillard, Inc. is a co-defendant in 689 <i>Engle </i>Progeny Cases. Some of the <i>Engle </i>Progeny Cases have been filed on behalf of multiple class members. The time period for filing <i>Engle </i>Progeny Cases expired in January 2008 and no additional cases may be filed. It is possible that courts may sever remaining suits filed by multiple class members into separate individual cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>West Virginia Individual Personal Injury Cases. </i>In a 1999 administrative order, the West Virginia Supreme Court of Appeals transferred a group of cases brought by individuals who allege cancer or other health effects caused by smoking cigarettes, by smoking cigars, or by using smokeless tobacco products, to a single West Virginia court (the “West Virginia Individual Personal Injury Cases”). The plaintiffs’ claims alleging injury from smoking cigarettes have been consolidated for trial. The plaintiffs’ claims alleging injury from the use of other tobacco products have been severed from the consolidated cigarette claims and have not been consolidated for trial. Lorillard Tobacco is a defendant in each of the West Virginia Personal Injury Cases listed in the above table. Lorillard, Inc. is not a defendant in any of the West Virginia Individual Personal Injury Cases. The time for filing a case that could be consolidated for trial with the West Virginia Personal Injury Cases expired in 2000. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Flight Attendant Cases. </i>Flight Attendant Cases are brought by non-smoking flight attendants alleging injury from exposure to environmental smoke in the cabins of aircraft. Plaintiffs in these cases may not seek punitive damages for injuries that arose prior to January 15, 1997. Lorillard Tobacco is a defendant in each of the Flight Attendant Cases listed in the above table. Lorillard, Inc. is not a defendant in any of the Flight Attendant Cases. The time for filing Flight Attendant Cases expired in 2000 and no additional cases in this category may be filed. </div>   </div>  <div style="font-family: 'Times New Roman',Times,serif"> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Class Action Cases. </i>Class Action Cases are purported to be brought on behalf of large numbers of individuals for damages allegedly caused by smoking. Lorillard Tobacco is a defendant in each of the Class Action Cases listed in the above table, and Lorillard, Inc. is a co-defendant in two of the Class Action Cases. Neither Lorillard Tobacco nor Lorillard, Inc. is a defendant in additional Class Action Cases that are pending against other cigarette manufacturers, including approximately 35 “lights” Class Action Cases and four Class Action Cases that are based primarily on medical monitoring. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Reimbursement Cases. </i>Reimbursement Cases are brought by or on behalf of entities seeking equitable relief and reimbursement of expenses incurred in providing health care to individuals who allegedly were injured by smoking. Plaintiffs in these cases have included the U.S. federal government, U.S. state and local governments, foreign governmental entities, hospitals or hospital districts, American Indian tribes, labor unions, private companies and private citizens. Three Reimbursement Cases are pending against Lorillard Tobacco in the United States and one Reimbursement Case is pending in Israel. Lorillard, Inc. is a co-defendant in one of the Reimbursement Cases pending in the United States. Plaintiffs in the Reimbursement Case in Israel have attempted to assert claims against Lorillard, Inc. As of April 27, 2011, trial was proceeding and jury deliberations were underway in one of the pending Reimbursement Cases, <i>City of St. Louis [Missouri] v. American Tobacco Co., Inc., et al. </i>(Circuit Court, City of St. Louis, Missouri). Lorillard Tobacco is a defendant in the <i>City of St. Louis </i>case. Plaintiffs voluntarily dismissed Lorillard, Inc. from <i>City of St. Louis </i>while trial was underway. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Included in this category is the suit filed by the federal government, <i>United States of America v. Philip Morris USA</i>, <i>Inc. (“Phillip Morris”)</i>, <i>et al.</i>, that sought to recover profits earned by the defendants and other equitable relief. In August 2006, the trial court issued its final judgment and remedial order and granted injunctive and other equitable relief. The final judgment did not award monetary damages. In May 2009, the final judgment was largely affirmed by an appellate court. In June 2010, the U.S. Supreme Court denied review of the case. See “Reimbursement Cases” below. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Filter Cases. </i>Filter Cases are brought by individuals, including former employees of Lorillard Tobacco, who seek damages resulting from their alleged exposure to asbestos fibers that were incorporated into filter material used in one brand of cigarettes manufactured by Lorillard Tobacco for a limited period of time ending more than 50 years ago. Lorillard Tobacco is a defendant in 35 of the 36 Filter Cases listed in the above table. Lorillard, Inc. is a co-defendant in two of the 35 Filter Cases that are pending against Lorillard Tobacco. Lorillard, Inc. is also a defendant in one additional Filter Case in which Lorillard Tobacco is not a defendant. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <i>Tobacco-Related Antitrust Cases</i>. Lorillard Tobacco is a defendant in two Tobacco-Related Antitrust Cases as set forth in the table above. Lorillard, Inc. is not a defendant in either case. In 2000 and 2001, a number of cases were brought against cigarette manufacturers alleging that defendants conspired to set the price of cigarettes in violation of federal and state antitrust and unfair business practices statutes. In these cases, plaintiffs seek class certification on behalf of persons who purchased cigarettes directly or indirectly from one or more of the defendant cigarette manufacturers. Lorillard Tobacco is a defendant in one of these cases. The other case in this category was brought by a small cigarette manufacturer against the states and the cigarette manufacturers, including Lorillard Tobacco, that signed the Master Settlement Agreement (as described herein) with 46 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the Commonwealth of the Northern Mariana Islands. It alleges that certain provisions of the Master Settlement Agreement violate the antitrust laws. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>Tobacco-Related Product Liability Litigation</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt"><b><i>Conventional Product Liability Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Since January 1, 2009, verdicts have been returned in five Conventional Product Liability Cases against cigarette manufacturers. Lorillard Tobacco was the only defendant in one of these five trials, <i>Evans v. Lorillard Tobacco Company </i>(Superior Court, Suffolk County, Massachusetts). In December 2010, the jury in <i>Evans </i>awarded $50 million in compensatory damages to the estate of a deceased smoker, $21 million in damages to the deceased smoker’s son, and $81 million in punitive damages. As of April 27, 2011, the case remained pending before the trial court because the judge had not issued a verdict as to a single claim that was not submitted for the jury’s consideration. It is possible the court will award additional damages to the plaintiffs in its verdict that addresses this final claim. It also is possible the court will award attorneys’ fees to the lawyers representing the plaintiff. As of April 27, 2011, the court had not ruled on the motions Lorillard Tobacco filed following the verdicts, which include motions for new trial, for judgment notwithstanding the verdict, and for reduction or elimination of the jury’s damages awards. The court is not expected to issue a final judgment until it disposes of the final claim or it rules on Lorillard Tobacco’s pending post-trial motions. Lorillard Tobacco may file additional post-trial motions after a final judgment is entered. Should the final judgment award damages to the plaintiff, Massachusetts statutes provide that the court may award prejudgment and post-judgment interest. It is possible the final judgment will incorporate the jury’s finding that the decedent was 30% responsible for her injuries, which could reduce the jury’s award of compensatory damages. The opportunity for Lorillard Tobacco to initiate an appeal from the verdicts in <i>Evans </i>will not begin until the final judgment is entered. Plaintiff has asked the court to enter a preliminary injunction that directs Lorillard Tobacco to set aside $272 million in cash or cash equivalents to secure the amounts awarded by the jury and the interest obligations plaintiff expects the court to order in a final judgment. As of April 27, 2011, the court had not ruled on plaintiff’s motion for preliminary injunction. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Neither Lorillard Tobacco nor Lorillard, Inc. was a defendant in the four remaining trials since January 1, 2009. Juries found in favor of the plaintiffs in each of these four trials. One of the four trials resulted in an award of compensatory damages to the plaintiff. Two of the four were re-trials that were ordered by appellate courts in which the juries were permitted to consider only the amounts of punitive damages to award. These two trials resulted in verdicts that awarded the plaintiffs $1.5 million in punitive damages in one of the cases and $13.8 million in punitive damages in the second. Appeals are pending in these three matters. In the fourth trial, plaintiff was awarded compensatory damages and $4.0 million in punitive damages. As of April 27, 2011, the court had not addressed all post-verdict issues in the fourth case. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In rulings addressing cases tried in earlier years, some appellate courts have reversed verdicts returned in favor of the plaintiffs while other judgments that awarded damages to smokers have been affirmed on appeal. Manufacturers have exhausted their appeals and have been required to pay damages to plaintiffs in twelve individual cases since 2001. Punitive damages were paid to the smokers in five of these cases. Neither Lorillard Tobacco nor Lorillard, Inc. was a party to any of these matters. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, trial was underway in two Conventional Product Liability Cases. Neither Lorillard Tobacco nor Lorillard, Inc. is a defendant in either of these cases. Some additional cases are scheduled for trial in 2011. Lorillard Tobacco is not a defendant in any of the Conventional Product Liability Cases that are scheduled for trial as of April 27, 2011. Trial dates are subject to change. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>Engle Progeny Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In 2006, the Florida Supreme Court issued a ruling in <i>Engle v. R.J. Reynolds Tobacco Co</i>., <i>et al., </i>that had been certified as a class action on behalf of Florida residents, and survivors of Florida residents, who were injured or died from medical conditions allegedly caused by addiction to smoking. During a three-phase trial, a Florida jury awarded compensatory damages to three individuals and approximately $145 billion in punitive damages to the certified class. In its 2006 decision, the Florida Supreme Court vacated the punitive damages award, determined that the case could not proceed further as a class action and ordered decertification of the class. The Florida Supreme Court also reinstated the compensatory damages awards to two of the three individuals whose claims were heard during the first phase of the <i>Engle </i>trial. These two awards totaled $7 million, and both verdicts were paid in February 2008. Lorillard Tobacco’s payment to these two individuals, including interest, totaled approximately $3 million. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The Florida Supreme Court’s 2006 ruling also permitted <i>Engle </i>class members to file individual actions, including claims for punitive damages. The court further held that these individuals are entitled to rely on a number of the jury’s findings in favor of the plaintiffs in the first phase of the <i>Engle </i>trial. The time period for filing <i>Engle </i>Progeny Cases expired in January 2008 and no additional cases may be filed. In 2009, the Florida Supreme Court rejected a petition that sought to extend the time for purported class members to file an additional lawsuit. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Some of the <i>Engle </i>Progeny Cases were filed on behalf of multiple plaintiffs. Various courts have entered orders severing the cases filed by multiple plaintiffs into separate actions. In 2009, one Florida federal court entered orders that severed the claims of approximately 4,400 <i>Engle</i> Progeny plaintiffs, initially asserted in a small number of multi-plaintiff actions, into separate lawsuits. In some cases, spouses or children of alleged former class members have also brought derivative claims. In 2010, one Florida federal court approved plaintiffs’ motions to dismiss approximately 500 cases in deference to cases filed by these individuals that are pending in state court. In April 2011, one federal court dismissed approximately 235 cases because they were duplicative of cases pending in other courts. The federal court also addressed approximately 500 cases filed by family members of alleged former class members. The court had previously separated these 500 cases into individual actions, but its 2011 orders combined each one of these cases with the case filed by the smoker from which the family members’ claim purportedly derived. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The <i>Engle </i>Progeny Cases are pending in various Florida state and federal courts. Some of these courts, including courts that have presided over <i>Engle </i>Progeny Cases that have been tried, have issued rulings that address whether these individuals are entitled to rely on a number of the jury’s findings in favor of the plaintiffs in the first phase of the <i>Engle </i>trial. Some of these decisions have led to appeals, and some of these appeals are pending. In one of these appeals, the U.S. Court of Appeals for the Eleventh Circuit returned to a federal trial court for further consideration the question of how courts should apply the jury’s findings in favor of the plaintiffs in the first phase of the <i>Engle </i>trial. The Court of Appeals determined that, based on Florida law, plaintiffs in the <i>Engle </i>Progeny Cases are entitled to some use of those jury findings but that, on the basis of the appellate record, it was premature for the Court of Appeals to decide what use plaintiffs can make of these findings. The Court of Appeals did not address the question of the effect of federal due process limitations on the application of the jury findings on the basis that consideration of federal constitutional limitations was not necessary to its decision. In another appeal, an intermediate state appellate court issued a decision in December 2010 in which it ruled that the trial court correctly construed the Florida Supreme Court’s 2006 decision and that it properly instructed the jury on the preclusive effect of certain of the <i>Engle </i>jury’s findings. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco and Lorillard, Inc. are defendants in <i>Engle </i>Progeny Cases that have been placed on courts’ 2011 trial calendars or in which specific trial dates have been set. Trial schedules are subject to change and it is not possible to predict how many of the cases pending against Lorillard Tobacco or Lorillard, Inc. will be tried during 2011. It also is not possible to predict whether some courts will implement procedures that consolidate multiple <i>Engle </i>Progeny Cases for trial. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, trial was not underway in any of the <i>Engle </i>Progeny Cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, verdicts had been returned in four <i>Engle </i>Progeny Cases in which Lorillard Tobacco was a defendant. Lorillard, Inc. was not a defendant in any of these four cases. In <i>Rohr v. R.J. Reynolds Tobacco Company, et al. </i>(Circuit Court, Broward County, Florida), a jury returned a verdict in favor of the defendants, including Lorillard Tobacco. Plaintiff in <i>Rohr </i>did not pursue an appeal and the case is concluded. In <i>Mrozek v. Lorillard Tobacco Company </i>(Circuit Court, Fourth Judicial Circuit, Duval County, Florida), the jury awarded plaintiffs a total of $6 million in compensatory damages and $11.3 million in punitive damages. The jury apportioned 35% of the fault for the smoker’s injuries to the smoker and 65% to Lorillard Tobacco. As of April 27, 2011, the court had not ruled on Lorillard Tobacco’s post-trial motions or entered a final judgment in <i>Mrozek</i>. In <i>Tullo v. R.J. Reynolds, et al. </i>(Circuit Court, Palm Beach County, Florida), the jury awarded plaintiff a total of $4.5 million in compensatory damages. The jury assessed 45% of the fault to the smoker, 5% to Lorillard Tobacco and 50% to other defendants. The jury did not award punitive damages to the plaintiff. As of April 27, 2011, the court had not ruled on the parties’ post-trial motions in <i>Tullo</i>. The court entered a final judgment that awards plaintiff $225,000 and post-judgment interest from Lorillard Tobacco, but it has not resolved plaintiff’s application for attorneys’ fees and costs. As of April 27, 2011, the opportunity for Lorillard Tobacco to notice an appeal in <i>Tullo </i>had not expired. In <i>Sulcer v. Lorillard Tobacco Company, et al. </i>(Circuit Court, Escambia County, Florida), the jury awarded $225,000 in compensatory damages to the plaintiff and it assessed 95% of the fault for the smoker’s injuries to the smoker and 5% to Lorillard Tobacco. The jury returned a verdict for Lorillard Tobacco as to whether plaintiff is entitled to punitive damages. As of April 27, 2011, the deadline for the parties to request post-verdict relief had not expired, and a final judgment had not been entered in <i>Sulcer</i>. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, verdicts have been returned in 39 <i>Engle </i>Progeny Cases since the Florida Supreme Court issued its 2006 ruling that permitted members of the <i>Engle </i>class to bring individual lawsuits in which neither Lorillard Tobacco nor Lorillard, Inc. was a defendant at trial. Juries awarded compensatory damages and punitive damages in 17 of the trials. The 17 punitive damages awards have totaled $565 million and have ranged from $250,000 to $244 million. In seven of the trials, juries’ awards were limited to compensatory damages. In the 15 remaining trials, juries found in favor of the defendants. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, defendants had filed, or were expected to file, challenges to each of the verdicts in which plaintiffs were awarded damages. None of the <i>Engle </i>Progeny trials in which plaintiffs were awarded damages since the Florida Supreme Court’s 2006 decision had reached a final resolution as of April 27, 2011. In some of the trials decided in defendants’ favor, plaintiffs have filed motions challenging the verdicts. As of April 27, 2011, none of these motions had resulted in rulings in favor of the plaintiffs. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In a case tried prior to the Florida Supreme Court’s 2006 decision permitting members of the <i>Engle </i>class to bring individual lawsuits, one Florida court allowed the plaintiff to rely at trial on certain of the <i>Engle </i>jury’s findings. That trial resulted in a verdict for the plaintiffs in which they were awarded approximately $25 million in compensatory damages. Neither Lorillard Tobacco nor Lorillard, Inc. was a party to this case. In March 2010, a Florida appellate court affirmed the jury’s verdict. The court denied defendants’ petitions for rehearing in May 2010, and the defendants have satisfied the judgment by paying the damages award. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In June 2009, Florida amended the security requirements for a stay of execution of any judgment during the pendency of appeal in <i>Engle </i>Progeny Cases. The amended statute provides for the amount of security for individual <i>Engle </i>Progeny Cases to vary within prescribed limits based on the number of adverse judgments that are pending on appeal at a given time. The required security decreases as the number of appeals increases to ensure that the total security posted or deposited does not exceed $200 million in the aggregate. This amended statute applies to all judgments entered on or after June 16, 2009 and expires on December 31, 2012. The plaintiffs in some of the cases have challenged the constitutionality of the amended statute. As of April 27, 2011, none of these motions had been granted and courts either denied these challenges or rulings have not issued. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>West Virginia Individual Personal Injury Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The West Virginia Individual Personal Injury Cases are brought by individuals who allege cancer or other health effects caused by smoking cigarettes, by smoking cigars, or by using smokeless tobacco products are in a single West Virginia court. A total of 639 West Virginia Individual Personal Injury Cases are pending. Most of the pending cases have been consolidated for trial. The order that consolidated the cases for trial, among other things, also limited the consolidation to those cases that were filed by September 2000. No additional West Virginia Personal Injury Cases may be consolidated for trial with this group. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In September 2000, there were approximately 1,250 West Virginia Personal Injury Cases, and Lorillard Tobacco was named in all but a few of them. Plaintiffs in most of the cases alleged injuries from smoking cigarettes, and the claims alleging injury from smoking cigarettes have been consolidated for a multi-phase trial (the “IPIC Cases”). Approximately 600 IPIC Cases have been dismissed in their entirety. Lorillard Tobacco has been dismissed from approximately 610 additional IPIC Cases because those plaintiffs did not submit evidence that they used a Lorillard Tobacco product. These additional IPIC Cases remain pending against other cigarette manufacturers and some or all of the dismissals of Lorillard Tobacco could be contested in subsequent appeals. As of April 27, 2011, Lorillard Tobacco is a defendant in 33 of the pending IPIC Cases. Lorillard, Inc. was not a defendant in any of the IPIC Cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The court has severed from the IPIC Cases those claims alleging injury from the use of tobacco products other than cigarettes, including smokeless tobacco and cigars (the “Severed IPIC Claims”). The Severed IPIC Claims involve 29 plaintiffs. Twenty-seven of these plaintiffs have asserted both claims alleging that their injuries were caused by smoking cigarettes as well as claims alleging that their injuries were caused by using other tobacco products. The former claims will be considered during the consolidated trial of the IPIC Cases, while the latter claims are among the Severed IPIC Claims. Lorillard Tobacco is a defendant in seven of the Severed IPIC Claims. Lorillard, Inc. is not a defendant in any of the Severed IPIC Claims. Two plaintiffs have asserted only claims alleging that injuries were caused by using tobacco products other than cigarettes, and no part of their cases will be considered in the consolidated trial of the IPIC Cases (the “Severed IPIC Cases”). Neither Lorillard Tobacco nor Lorillard, Inc. is a defendant in either of the Severed IPIC Cases. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The court has entered a trial plan for the IPIC Cases that calls for a multi-phase trial. The first phase of that trial is scheduled to begin on October 17, 2011. As of April 27, 2011, the Severed IPIC Claims and the Severed IPIC Cases were not subject to a trial plan. None of the Severed IPIC Claims or the Severed IPIC Cases were scheduled for trial as of April 27, 2011. Trial dates are subject to change. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>Flight Attendant Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco and three other cigarette manufacturers are the defendants in each of the pending Flight Attendant Cases. Lorillard, Inc. is not a defendant in any of these cases. These suits were filed as a result of a settlement agreement by the parties, including Lorillard Tobacco, in <i>Broin v. Philip Morris Companies</i>, <i>Inc.</i>, <i>et al. </i>(Circuit Court, Miami-Dade County, Florida, filed October 31, 1991), a class action brought on behalf of flight attendants claiming injury as a result of exposure to environmental tobacco smoke. The settlement agreement, among other things, permitted the plaintiff class members to file these individual suits. These individuals may not seek punitive damages for injuries that arose prior to January 15, 1997. The period for filing Flight Attendant Cases expired in 2000 and no additional cases in this category may be filed. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The judges who have presided over the cases that have been tried have relied upon an order entered in October 2000 by the Circuit Court of Miami-Dade County, Florida. The October 2000 order has been construed by these judges as holding that the flight attendants are not required to prove the substantive liability elements of their claims for negligence, strict liability and breach of implied warranty in order to recover damages. The court further ruled that the trials of these suits are to address whether the plaintiffs’ alleged injuries were caused by their exposure to environmental tobacco smoke and, if so, the amount of damages to be awarded. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco was a defendant in each of the eight Flight Attendant Cases in which verdicts have been returned. Defendants have prevailed in seven of the eight trials. In one of the seven cases in which a defense verdict was returned, the court granted plaintiff’s motion for a new trial and, following appeal, the case has been returned to the trial court for a second trial. The six remaining cases in which defense verdicts were returned are concluded. In the single trial decided for the plaintiff, <i>French v. Philip Morris Incorporated</i>, <i>et al.</i>, the jury awarded $5.5 million in damages. The court, however, reduced this award to $500,000. This verdict, as reduced by the trial court, was affirmed on appeal and the defendants have paid the award. Lorillard Tobacco’s share of the judgment in this matter, including interest, was approximately $60,000. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, none of the Flight Attendant Cases were scheduled for trial. Trial dates are subject to change. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In 2010, some of the attorneys who represent the plaintiffs in the Flight Attendant Cases filed a motion for sanctions against the defendants, including Lorillard Tobacco, in which plaintiffs alleged that the defendants engaged in certain conduct. In the motion for sanctions, as amended, plaintiffs contend that Philip Morris USA, R.J. Reynolds Tobacco Company and Brown & Williamson Tobacco Corporation tortuously interfered with negotiations the plaintiffs in the Flight Attendant Cases initiated with Lorillard Tobacco and caused Lorillard Tobacco to reject plaintiffs’ offers of judgment. Plaintiffs in all of the Flight Attendant Cases submitted offers of judgment to Lorillard Tobacco during 2000 that proposed to resolve plaintiffs’ claims against Lorillard Tobacco in each of the pending Flight Attendant Cases in which plaintiffs allege lung cancer for $15,000 and to resolve all remaining Flight Attendant Cases for $2,650. Plaintiffs contend in the motion for sanctions that Lorillard Tobacco’s subsequent rejection of the offers of judgment was prompted by an agreement it reached with Philip Morris USA, R.J. Reynolds Tobacco Company and Brown & Williamson Tobacco Corporation to partially indemnify Lorillard Tobacco should it be required to satisfy any judgment for attorneys’ fees returned against it in the Flight Attendant Cases. Plaintiffs contend this agreement constitutes misconduct and that it violates the <i>Broin </i>settlement agreement. Plaintiffs seek $30 million in sanctions, plus interest of 9% from the date of the anticipated acceptance of the offers of judgment, on behalf of all of the plaintiffs in the Flight Attendant Cases. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>Class Action Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco is a defendant in six pending Class Action Cases. Lorillard, Inc. is a co-defendant in two of these cases. In most of the pending cases, plaintiffs seek class certification on behalf of groups of cigarette smokers, or the estates of deceased cigarette smokers, who reside in the state in which the case was filed. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Cigarette manufacturers, including Lorillard Tobacco, have defeated motions for class certification in a total of 36 cases, 13 of which were in state court and 23 of which were in federal court. Motions for class certification have also been ruled upon in some of the “lights” cases or in other class actions to which neither Lorillard Tobacco nor Lorillard, Inc. was a party. In some of these cases, courts have denied class certification to the plaintiffs, while classes have been certified in other matters. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <b><i>The Scott Case. </i></b>In one of the class actions pending against Lorillard Tobacco, <i>Scott v. The American Tobacco Company</i>, <i>et al. </i>(District Court, Orleans Parish, Louisiana, filed May 24, 1996), the Louisiana Court of Appeal, Fourth Circuit, issued a decision in April 2010 (the “April 2010 Decision”) that modified the trial court’s 2008 amended final judgment. The April 2010 Decision reduced the judgment amount from approximately $264 million to approximately $242 million to fund a ten year, court-supervised smoking cessation program. The April 2010 Decision also changed the date on which the award of post-judgment interest will accrue to July 2008. Interest awarded by the amended final judgment will continue to accrue from July 2008 until the judgment either is paid or is reversed on appeal. As of April 27, 2011, judicial interest totaled approximately $34.6 million. Lorillard, Inc., which was a party to the case in the past, is no longer a defendant. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In its April 2010 Decision, the Court of Appeal expressly preserved defendants’ right to assert claims on unspent or surplus funds, should any such funds be present, at the conclusion of the ten-year smoking cessation program. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The Louisiana Supreme Court denied review of the petitions that were filed by the defendants and the plaintiffs. The U.S. Supreme Court has granted defendants’ application to stay execution of the amended final judgment until defendants’ petition for writ of certiorari is resolved. As of April 27, 2011, the U.S. Supreme Court had not determined whether it would grant review of defendants’ certiorari petition. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In 1997, <i>Scott </i>was certified a class action on behalf of certain cigarette smokers resident in the State of Louisiana who desire to participate in medical monitoring or smoking cessation programs and who began smoking prior to September 1, 1988, or who began smoking prior to May 24, 1996 and allege that defendants undermined compliance with the warnings on cigarette packages. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Trial in <i>Scott </i>was heard in two phases. At the conclusion of the first phase in July 2003, the jury rejected medical monitoring, the primary relief requested by plaintiffs, and returned sufficient findings in favor of the class to proceed to a Phase II trial on plaintiffs’ request for a statewide smoking cessation program. Phase II of the trial, which concluded in May 2004, resulted in an award of $591 million to fund cessation programs for Louisiana smokers. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In February 2007, the Louisiana Court of Appeal reduced the amount of the award by approximately $328 million; struck an award of prejudgment interest, which totaled approximately $440 million as of December 31, 2006; and limited class membership to individuals who began smoking by September 1, 1988, and whose claims accrued by September 1, 1988. In January 2008, the Louisiana Supreme Court denied plaintiffs’ and defendants’ separate petitions for review. In May 2008, U.S. Supreme Court denied defendants’ request that it review the case. The case was returned to the trial court, which subsequently entered an amended final judgment that ordered the defendants to pay approximately $264 million to fund the court-supervised smoking cessation program for the members of the certified class. The Court of Appeal’s April 2010 Decision was an appeal from this judgment. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Should the amended final judgment be sustained on appeal, Lorillard Tobacco’s share of that judgment, including the award of post-judgment interest, has not been determined. In the fourth quarter of 2007, Lorillard, Inc. recorded a pretax provision of approximately $66 million for this matter which was included in selling, general and administrative expenses on the consolidated statements of income and was reclassified from other liabilities to accrued liabilities in the second quarter of 2010 on the consolidated balance sheets. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The parties filed a stipulation in the trial court agreeing that an article of Louisiana law required that the amount of the bond for the appeal be set at $50 million for all defendants collectively. The parties further agreed that the plaintiffs have full reservations of rights to contest in the trial court the sufficiency of the bond on any grounds. Defendants collectively posted a surety bond in the amount of $50 million, of which Lorillard Tobacco secured 25%, or $12.5 million, which is classified as restricted cash within other current assets on the consolidated balance sheet. While Lorillard Tobacco believes the limitation on the appeal bond amount is valid as required by Louisiana law, in the event of a successful challenge the amount of the appeal bond could be set as high as 150% of the judgment and judicial interest combined. If such an event occurred, Lorillard Tobacco’s share of the appeal bond has not been determined. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <b><i>Other Class Action Cases. </i></b>In one Class Action Case pending against Lorillard Tobacco, <i>Brown v. The American Tobacco Company</i>, <i>Inc.</i>, <i>et al. </i>(Superior Court, San Diego County, California, filed June 10, 1997), the California Supreme Court in 2009 vacated an order that had previously decertified a class and returned <i>Brown </i>to the trial court for further activity. The trial court has informed the parties that it believes the class previously certified in <i>Brown </i>has been reinstated as a result of the California Supreme Court’s ruling. The class previously certified in <i>Brown </i>is composed of residents of California who smoked at least one of defendants’ cigarettes between June 10, 1993 and April 23, 2001 and who were exposed to defendants’ marketing and advertising activities in California. </div>   </div>  <div style="font-family: 'Times New Roman',Times,serif"> <div align="left" style="font-size: 10pt; margin-top: 6pt">The trial court also has ruled that it will permit plaintiffs to assert claims regarding the allegedly fraudulent marketing of “light” or “ultra-light” cigarettes. Trial in <i>Brown </i>had been scheduled for May 2011, but the court vacated (or canceled) this setting. As of April 27, 2011, a new date for trial had not been set. Trial dates are subject to change. Lorillard, Inc. is not a defendant in <i>Brown</i>. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In another Class Action Case pending against Lorillard Tobacco, <i>Cleary v. Philip Morris Incorporated, et al. </i>(U.S. District Court, Northern District, Illinois, filed June 3, 1998), a court allowed plaintiffs to amend their complaint in an existing class action to assert claims on behalf of a subclass of individuals who purchased “light” cigarettes from the defendants, but it subsequently dismissed the “light” cigarettes claims asserted against Lorillard Tobacco. In June 2010, the court dismissed plaintiffs’ remaining claims, and it entered final judgment in defendants’ favor. Plaintiffs have noticed an appeal from the final judgment, including the prior ruling that dismissed plaintiffs’ “lights” claims against Lorillard Tobacco, to the U.S. Court of Appeals for the Seventh Circuit. Lorillard, Inc. is not a defendant in <i>Cleary</i>. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <b><i>“Lights” Class Action Cases. </i></b>Neither Lorillard Tobacco nor Lorillard, Inc. is a defendant in another approximately 35 Class Action Cases in which plaintiffs’ claims are based on the allegedly fraudulent marketing of “light” or “ultra-light” cigarettes. Classes have been certified in some of these cases. In one of the “lights” Class Action Cases, <i>Good v. Altria Group</i>, <i>Inc.</i>, <i>et al.</i>, the U.S. Supreme Court ruled in December 2008 that neither the Federal Cigarette Labeling and Advertising Act nor the Federal Trade Commission’s regulation of cigarettes’ tar and nicotine disclosures preempts (or bars) some of plaintiffs’ claims. In 2009, the Judicial Panel on Multidistrict Litigation consolidated various federal court “lights” Class Action Cases pending against Philip Morris USA or Altria Group and transferred those cases to the U.S. District Court of Maine. As of April 27, 2011, 16 cases were part of that consolidated proceeding. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>Reimbursement Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco is a defendant in the three Reimbursement Cases that are pending in the U.S. and it has been named as a party to a case in Israel. Lorillard, Inc. is a co-defendant in two of the three cases pending in the U.S. Plaintiffs in the case in Israel have attempted to assert claims against Lorillard, Inc. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     As of April 27, 2011, trial was proceeding and jury deliberations were underway in one of the three Reimbursement Cases pending in the U.S., <i>City of St. Louis [Missouri] v. American Tobacco Co., Inc., et al. </i>(Circuit Court, City of St. Louis, Missouri, filed November 25, 1998). Along with other cigarette manufacturers, Lorillard Tobacco is a defendant in <i>City of St. Louis.</i> Plaintiffs voluntarily dismissed Lorillard, Inc. from <i>City of St. Louis </i>while trial was underway. Plaintiffs are suing on behalf of 37 Missouri hospitals. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <b><i>U.S. Government Case. </i></b>In August 2006, the U.S. District Court for the District of Columbia issued its final judgment and remedial order in the federal government’s reimbursement suit, <i>United States of America v. Philip Morris USA</i>, <i>Inc.</i>, <i>et al</i>., (U.S. District Court, District of Columbia, filed September 22, 1999). The final judgment and remedial order concluded a bench trial that began in September 2004. Lorillard Tobacco, other cigarette manufacturers, two parent companies and two trade associations were defendants in this action during trial. Lorillard, Inc. is not a party to this case. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In its 2006 final judgment and remedial order, the court determined that the defendants, including Lorillard Tobacco, violated certain provisions of the RICO statute, that there was a likelihood of present and future RICO violations, and that equitable relief was warranted. The government was not awarded monetary damages. The equitable relief included permanent injunctions that prohibit the defendants, including Lorillard Tobacco, from engaging in any act of racketeering, as defined under RICO; from making any material false or deceptive statements concerning cigarettes; from making any express or implied statement about health on cigarette packaging or promotional materials (these prohibitions include a ban on using such descriptors as “low tar,” “light,” “ultra-light,” “mild” or “natural”); from making any statements that “low tar,” “light,” “ultra-light,” “mild” or “natural” or low-nicotine cigarettes may result in a reduced risk of disease; and from participating in the management or control of certain entities or their successors. The final judgment and remedial order also requires the defendants, including Lorillard Tobacco, to make corrective statements on their websites, in certain media, in point-of-sale advertisements, and on cigarette package “inserts” concerning: the health effects of smoking; the addictiveness of smoking; that there are no significant health benefits to be gained by smoking “low tar,” “light,” “ultra-light,” “mild” or “natural” cigarettes; that cigarette design has been manipulated to ensure optimum nicotine delivery to smokers; and that there are adverse effects from exposure to secondhand smoke. Lorillard Tobacco could incur costs in excess of $10 million to implement the final judgment and remedial order. The final judgment and remedial order also requires defendants, including Lorillard Tobacco, to make disclosures of disaggregated marketing data to the government, and to make document disclosures on a website and in a physical depository. The final judgment and remedial order prohibits each defendant that manufactures cigarettes, including Lorillard Tobacco, from selling any of its cigarette brands or certain elements of its business unless certain conditions are met. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The final judgment and remedial order has not yet been fully implemented. Following trial, the final judgment and remedial order was stayed because the defendants, the government and several intervenors noticed appeals to the Circuit Court of Appeals for the District of Columbia. In May 2009, a three judge panel upheld substantially all of the District Court’s final judgment and remedial order. In September 2009, the Court of Appeals denied defendants’ rehearing petitions as well as their motion to vacate those statements in the appellate ruling that address defendants’ marketing of “low tar” or “lights” cigarettes, to vacate those parts of the trial court’s judgment on that issue, and to remand the case with instructions to deny as moot the government’s allegations and requested relief regarding “lights” cigarettes. The Court of Appeals stayed its order that formally relinquished jurisdiction of defendants’ appeal pending the disposition of the petitions for writ of certiorari to the U.S. Supreme Court that were noticed by the defendants, the government and the intervenors. In June 2010, the U.S. Supreme Court denied all of the petitions for writ of certiorari. The case has been returned to the trial court for implementation of the Court of Appeals’ directions in its 2009 ruling and for entry of an amended final judgment. As of April 27, 2011, the parties were submitting briefs regarding the issues that were remanded, and the court had not entered an amended final judgment. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     While trial was underway, the Court of Appeals ruled that plaintiff may not seek to recover profits earned by the defendants. Prior to trial, the government had claimed that it was entitled to approximately $280 billion from the defendants for its claim to recover profits earned by the defendants. The U.S. Supreme Court declined to address the decisions dismissing recovery of profits when it denied review of the government’s and the intervenors’ petitions. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     <b><i>Settlement of State Reimbursement Litigation. </i></b>On November 23, 1998, Lorillard Tobacco, Philip Morris Incorporated, Brown & Williamson Tobacco Corporation and R.J. Reynolds Tobacco Company (the “Original Participating Manufacturers”) entered into the Master Settlement Agreement (“MSA”) with 46 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the Commonwealth of the Northern Mariana Islands to settle the asserted and unasserted health care cost recovery and certain other claims of those states. These settling entities are generally referred to as the “Settling States.” The Original Participating Manufacturers had previously settled similar claims brought by Mississippi, Florida, Texas and Minnesota, which together with the MSA are referred to as the “State Settlement Agreements.” </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The State Settlement Agreements provide that the agreements are not admissions, concessions or evidence of any liability or wrongdoing on the part of any party, and were entered into by the Original Participating Manufacturers to avoid the further expense, inconvenience, burden and uncertainty of litigation. Lorillard recorded pretax charges for its obligations under the State Settlement Agreements of $319 million and $276 million for the three months ended March 31, 2011 and 2010, respectively. Lorillard’s portion of ongoing adjusted settlement payments and legal fees is based on its share of domestic cigarette shipments in the year preceding that in which the payment is due. Accordingly, Lorillard records its portions of ongoing adjusted settlement payments as part of cost of manufactured products sold as the related sales occur. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     The State Settlement Agreements require that the domestic tobacco industry make annual payments of $10.4 billion, subject to adjustment for several factors, including inflation, market share and industry volume. In addition, the domestic tobacco industry is required to pay settling plaintiffs’ attorneys’ fees, subject to an annual cap of $500 million, as well as an additional amount of up to $125 million in each year through 2008. These payment obligations are the several and not joint obligations of each settling defendant. The State Settlement Agreements also include provisions relating to significant advertising and marketing restrictions, public disclosure of certain industry documents, limitations on challenges to tobacco control and underage use laws, and other provisions. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard Tobacco, the other Original Participating Manufacturers and other subsequent participating manufacturers (collectively, the “Participating Manufacturers”) have notified the States that they intend to seek an adjustment in the amount of payments made in 2003 and subsequent years pursuant to a provision in the MSA that permits such adjustment if the companies can prove that the MSA was a significant factor in their loss of market share to companies not participating in the MSA and that the States failed to diligently enforce certain statutes passed in connection with the MSA. If the Participating Manufacturers are ultimately successful, any recovery would be in the form of reimbursement of proceeds already paid or as a credit against future payments by the Participating Manufacturers. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     From time to time, lawsuits have been brought against Lorillard Tobacco and other participating manufacturers to the MSA, or against one or more of the states, challenging the validity of the MSA on certain grounds, including as a violation of the antitrust laws. See “MSA-Related Antitrust Suit” below. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In addition, in connection with the MSA, the Original Participating Manufacturers entered into an agreement to establish a $5.2 billion trust fund payable between 1999 and 2010 to compensate the tobacco growing communities in 14 states (the “Trust”). Payments to the Trust ended in 2005 as a result of an assessment imposed under a federal law, enacted in 2004, repealing the federal supply management program for tobacco growers. Under the law, tobacco quota holders and growers will be compensated with payments totaling $10.1 billion, funded by an assessment on tobacco manufacturers and importers. Payments under the law to qualifying tobacco quota holders and growers commenced in 2005. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard believes that the State Settlement Agreements will materially adversely affect its cash flows and operating income in future years. The degree of the adverse impact will depend, among other things, on the rates of decline in domestic cigarette sales in the premium price and discount price segments, Lorillard’s share of the domestic premium price and discount price cigarette segments, and the effect of any resulting cost advantage of manufacturers not subject to significant payment obligations under the State Settlement Agreements. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>Filter Cases</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In addition to the above, claims have been brought against Lorillard Tobacco and Lorillard, Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibers that were incorporated into filter material used in one brand of cigarettes manufactured by Lorillard Tobacco for a limited period of time ending more than 50 years ago. Lorillard Tobacco is a defendant in 35 Filter Cases. Lorillard, Inc. is a defendant in three Filter Cases, including two that also name Lorillard Tobacco. Since January 1, 2009, Lorillard Tobacco has paid, or has reached agreement to pay, a total of approximately $17.9 million in settlements to finally resolve 49 claims. The related expense was recorded in selling, general and administrative expenses on the consolidated statements of income. Since January 1, 2009, verdicts have been returned in two Filter Cases, <i>Cox v. Asbestos Corporation, Ltd., et al</i>, which was tried in the Superior Court of California, Los Angeles County, and <i>Lenney v. Armstrong International, Inc., et al.</i>, tried in the Superior Court of California, San Francisco County. The jury in the <i>Cox </i>case returned a verdict for Lorillard Tobacco. Plaintiffs voluntarily dismissed Lorillard Tobacco from their appeal to the California Court of Appeals and the <i>Cox </i>case is concluded. The jury in the <i>Lenney </i>trial awarded plaintiffs $1.4 million in compensatory damages and damages for loss of consortium from Lorillard Tobacco and Hollingsworth & Vose. The jury in the <i>Lenney </i>trial determined that plaintiffs were not entitled to an award of punitive damages from Lorillard Tobacco or Hollingsworth & Vose. As of April 27, 2011, the deadline for Lorillard Tobacco to seek review of the verdict in <i>Lenney </i>had not expired. As of April 27, 2011, 14 Filter Cases were scheduled for trial or have been placed on courts’ trial calendars. Trial dates are subject to change. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>Tobacco-Related Antitrust Cases</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt"><b><i>Indirect Purchaser Suits</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Approximately 30 antitrust suits were filed in 2000 and 2001 on behalf of putative classes of consumers in various state courts against cigarette manufacturers. The suits all alleged that the defendants entered into agreements to fix the wholesale prices of cigarettes in violation of state antitrust laws which permit indirect purchasers, such as retailers and consumers, to sue under price fixing or consumer fraud statutes. More than 20 states permit such suits. Lorillard Tobacco was a defendant in all but one of these indirect purchaser cases. Lorillard, Inc. was not named as a defendant in any of these cases. Four indirect purchaser suits, in New York, Florida, New Mexico and Michigan, thereafter were dismissed by courts in those states. The actions in all other states, except for Kansas, were either voluntarily dismissed or dismissed by the courts. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In the Kansas case, the District Court of Seward County certified a class of Kansas indirect purchasers in 2002. In July 2006, the Court issued an order confirming that fact discovery was closed, with the exception of privilege issues that the Court determined, based on a Special Master’s report, justified further fact discovery. In October 2007, the Court denied all of the defendants’ privilege claims, and the Kansas Supreme Court thereafter denied a petition seeking to overturn that ruling. Discovery currently is ongoing. As of April 27, 2011, the Court had not set dates for dispositive motions and trial. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b><i>MSA-Related Antitrust Suit</i></b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In October 2008, Lorillard Tobacco was named as a defendant in an action filed in the Western District of Kentucky, <i>Vibo Corporation, Inc. d/b/a/ General Tobacco v. Conway, et al</i>. The suit alleges that the named defendants, which include 52 state and territorial attorneys general and 19 tobacco manufacturers, violated the federal Sherman Antitrust Act of 1890 (the “Sherman Act”) by entering into and participating in the MSA. The plaintiff alleges that MSA participants, such as itself, that were not in existence when the MSA was executed in 1998 but subsequently became participants, are unlawfully required to pay significantly more sums to the states than companies that joined the MSA within 90 days after its execution. In addition to the Sherman Act claim, plaintiff has raised a number of constitutional claims against the states. Plaintiff seeks a declaratory judgment in its favor on all claims, an injunction against the continued enforcement of the MSA, treble damages against the tobacco manufacturer defendants, including Lorillard Tobacco, and damages and injunctive relief against the states, including contract recession and restitution. In December 2008, the court dismissed the complaint against all defendants, including Lorillard Tobacco. The court entered its final judgment dismissing the suit in January 2010. Thereafter, the plaintiff appealed to the federal Court of Appeals for the Sixth Circuit. As of April 27, 2011, the appeal had been fully briefed, but no hearing date had been set. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>Defenses</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Each of Lorillard Tobacco and Lorillard, Inc. believes that it has valid defenses to the cases pending against it as well as valid bases for appeal should any adverse verdicts be returned against either of them. While Lorillard Tobacco and Lorillard, Inc. intend to defend vigorously all tobacco products liability litigation, it is not possible to predict the outcome of any of this litigation. Litigation is subject to many uncertainties. Plaintiffs have prevailed in several cases, as noted above. It is possible that one or more of the pending actions could be decided unfavorably as to Lorillard Tobacco, Lorillard, Inc. or the other defendants. Lorillard Tobacco and Lorillard, Inc. may enter into discussions in an attempt to settle particular cases if either believe it is appropriate to do so. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Neither Lorillard Tobacco nor Lorillard, Inc. can predict the outcome of pending litigation. Some plaintiffs have been awarded damages from cigarette manufacturers at trial. While some of these awards have been overturned or reduced, other damages awards have been paid after the manufacturers have exhausted their appeals. These awards and other litigation activities against cigarette manufacturers continue to receive media attention. In addition, health issues related to tobacco products also continue to receive media attention. It is possible, for example, that the 2006 verdict in <i>United States of America v. Philip Morris USA, Inc.</i>, <i>et al.</i>, which made many adverse findings regarding the conduct of the defendants, including Lorillard Tobacco, could form the basis of allegations by other plaintiffs or additional judicial findings against cigarette manufacturers. In addition, the ruling in <i>Good v. Altria Group, Inc., et al. </i>could result in further “lights” litigation. Any such developments could have an adverse effect on the ability of Lorillard Tobacco or Lorillard, Inc. to prevail in smoking and health litigation and could influence the filing of new suits against Lorillard Tobacco or Lorillard, Inc. Lorillard Tobacco and Lorillard, Inc. also cannot predict the type or extent of litigation that could be brought against either of them, or against other cigarette manufacturers, in the future. </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard records provisions in the consolidated financial statements for pending litigation when it determines that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Except for the impact of the State Settlement Agreements and <i>Scott </i>as described above, while it is reasonably possible that an unfavorable outcome of pending litigation may occur, (i) management has concluded that it is not probable that a loss has been incurred in any material pending litigation against Lorillard, (ii) management is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome in any material pending litigation, and (iii) accordingly, management has not provided any amounts in the consolidated financial statements for unfavorable potential outcomes of material pending litigation. It is possible that Lorillard’s results of operations or cash flows in a particular quarterly or annual period or its financial position could be materially adversely affected by an unfavorable outcome or settlement of certain pending litigation. </div>   </div>  <div style="font-family: 'Times New Roman',Times,serif"> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>Indemnification Obligations</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     In connection with the Separation, Lorillard entered into a separation agreement with Loews (the “Separation Agreement”) and agreed to indemnify Loews and its officers, directors, employees and agents against all costs and expenses arising out of third party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, taxes, demands, assessments and amounts paid in settlement based on, arising out of or resulting from, among other things, Loews’ ownership of or the operation of Lorillard and its assets and properties, and its operation or conduct of its businesses at any time prior to or following the Separation (including with respect to any product liability claims). </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Loews is a defendant in four pending product liability cases. One of these is a Reimbursement Case in Israel, one is a Filter case pending in the U.S., and two are purported Class Action Cases on file in U.S. courts. Lorillard Tobacco also is a defendant in each of the four product liability cases in which Loews is involved. Pursuant to the Separation Agreement, Lorillard is required to indemnify Loews for the amount of any losses and any legal or other fees with respect to such cases. </div> <div align="left" style="font-size: 10pt; margin-top: 12pt"><b>Other Litigation</b> </div> <div align="left" style="font-size: 10pt; margin-top: 6pt">     Lorillard is also party to other litigation arising in the ordinary course of business. The outcome of this other litigation will not, in the opinion of management, materially affect Lorillard’s results of operations or equity. </div> </div>  <!-- Begin Block Tagged NotefalsefalsefalsefalsefalseOtherus-types:textBlockItemTypestringIncludes disclosure of commitments and contingencies. 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