PART IIIPursuant to General Instruction G to Form 10-K,and as described below portions of Items 10through 14 are incorporated by reference fromthe Company’s definitive Proxy Statementrelating to the Company’s 2011 <strong>Annual</strong> Meetingof Stockholders (the “Proxy Statement”), whichwill be filed with the Securities and ExchangeCommission within 120 days of December 31,<strong>2010</strong>, pursuant to Regulation 14A under theExchange Act. The <strong>Report</strong> of the AuditCommittee and the <strong>Report</strong> of theCompensation Committee to be included in theProxy Statement shall be deemed to befurnished in this report and shall not beincorporated by reference into any filing underthe Securities Act as a result of such furnishing.Our website address is www.primerica.com. Youmay obtain free electronic copies of our annualreports on Form 10-K, quarterly reports onForm 10-Q, current reports on Form 8-K, and allamendments to those reports from theinvestors section of our website. These reportsare available on our website as soon asreasonably practicable after we electronicallyfile them with the SEC. These reports shouldalso be available through the SEC’s website atwww.sec.gov.We have adopted corporate governanceguidelines. The guidelines and the charters ofour board committees are available in thecorporate governance subsection of theinvestor relations section of our website,www.primerica.com and are also available inprint upon written request to the CorporateSecretary, <strong>Primerica</strong>, Inc., 3120 BreckinridgeBoulevard, Duluth, GA 30099.ITEM 10. DIRECTORS, EXECUTIVEOFFICERS AND CORPORATEGOVERNANCE.For a list of executive officers, see Part I Item X.Executive Officers of the Registrant.We have adopted a written code of conductthat applies to all directors, officers andemployees, including a separate code thatapplies to only our principal executive officersand senior financial officers in accordance withSection 406 of the Sarbanes-Oxley Act of 2002and the rules of the SEC promulgatedthereunder. Our Code of Conduct is available inthe corporate governance subsection of theinvestor relations section of our website,www.primerica.com and is available in printupon written request to the CorporateSecretary, <strong>Primerica</strong>, Inc., 3120 BreckinridgeBlvd., Duluth, GA 30099. In the event that wemake changes in, or provide waivers from, theprovisions of the Code of Conduct that the SECrequires us to disclose, we will disclose theseevents in the corporate governance section ofour website.Except for the information above, the directorinformation provided below and theinformation set forth in Part I, Item X. ExecutiveOfficers of the Registrant, the informationrequired by this item will be contained underthe following headings in the Proxy Statementand is incorporated herein by reference:• Corporate Governance – Independence ofCommittee Members;• Corporate Governance – Committees of theBoard;• Corporate Goverance – Code of Conduct;• <strong>Report</strong> of the Audit Committee;• Executive Compensation – EmploymentAgreements;• General Information – Section 16(a)Beneficial Ownership <strong>Report</strong>ingCompliance;• Related Party Transactions – Transactionswith Citi in Connection with our InitialPublic Offering; and• Related Party Transactions – Transactionswith Warburg Pincus in Connection withthe Securities Purchase Agreement.156 Freedom Lives Here
Members of Our Board of <strong>Direct</strong>orsThe terms of our Class I directors expire at ourannual stockholders meeting to be held in 2011,the terms of our Class II directors expire at ourannual meeting to be held in 2012 and theterms of our Class III directors expire at ourannual meeting to be held in 2013.D. Richard Williams, age 54, was elected toour Board as a Class II director in October2009. He is Chairman of the Board of <strong>Direct</strong>ors,has served as our Co-Chief Executive Officersince 1999 and has served our Company since1989 in various capacities, including as theChief Financial Officer and Chief OperatingOfficer of <strong>Primerica</strong> Financial Services, Inc.(“PFS”), a general agent and a subsidiary of<strong>Primerica</strong>. Mr. Williams joined the American CanCompany, a manufacturing company andpredecessor to Citigroup Inc. (“Citi”), in 1979and eventually headed the company’sAcquisition andDevelopment area for financial services andwas part of the team responsible for theacquisition of <strong>Primerica</strong>. He serves on theboards of trustees for the Fernbank Museum ofNatural History, the Woodruff Arts Center andthe Anti-Defamation League Southeast Region.Mr. Williams earned both his B.S. degree and hisM.B.A. from the Wharton School of theUniversity of Pennsylvania.Mr. Williams has led our company as Co-ChiefExecutive Officer for 11 years and brings to ourBoard over 20 years of knowledge of theCompany’s business, finances and operationsalong with expertise in senior management,finance, mergers and acquisitions (“M&A”),strategic planning, and risk and assetmanagement.John A. Addison, Jr., age 53, was elected toour Board as a Class I director in October 2009.He is the Chairman of <strong>Primerica</strong> Distribution,has served as our Co-Chief Executive Officersince 1999 and has served our company invarious capacities since 1982 when he joined usas a business systems analyst. Mr. Addison hasserved in numerous officer roles with <strong>Primerica</strong>Life Insurance Company (“<strong>Primerica</strong> Life”), alife insurance underwriter, and PFS, both ofwhich are subsidiaries of <strong>Primerica</strong>. He servedas Vice President and Senior Vice President of<strong>Primerica</strong> Life. He also served as Executive VicePresident and Group Executive Vice Presidentof Marketing. In 1995, he became President ofPFS and was promoted to Co-Chief ExecutiveOfficer in 1999. Mr. Addison earned his B.A. inEconomics from the University of Georgia andhis M.B.A. from Georgia State University.Mr. Addison brings to the Board his 11 years ofexperience as our Co-Chief Executive Officerand nearly 30 years of understanding ourCompany and our business, along with generalmanagement and marketing expertise.P. George Benson, age 64, was elected to ourBoard as a Class III director in April <strong>2010</strong>. Hehas been the President of the College ofCharleston in Charleston, South Carolina sinceFebruary 2007. From June 1998 until January2007, he was Dean of the Terry College ofBusiness at the University of Georgia. FromJuly 1993 to June 1998, Mr. Benson served asDean of the Rutgers Business School at RutgersUniversity and, prior to that, Mr. Benson was onthe faculty of the Carlson School ofManagement at the University of Minnesotafrom 1977 to 1993, where he served as <strong>Direct</strong>orof the Operations Management Center from1992 to 1993 and head of the Decision SciencesArea from 1983 to 1988. Mr. Benson currentlyserves as Chair-elect of the Board of <strong>Direct</strong>orsfor the Foundation for the Malcolm BaldrigeNational Quality Award, was Chairman of theBoard of Overseers for the Baldrige AwardProgram from 2004 to 2007 and was a nationaljudge for the Baldrige Award from 1997 to2000. He also serves as a member of theboards of directors of AGCO Corporation andCrawford & Company, as well as the NationalBank of South Carolina. Mr. Benson was amember of the board of directors of Nutrition21, Inc. from 1998 to <strong>2010</strong>. Mr. Benson receiveda B.S. degree in Mathematics from BucknellUniversity, completed graduate work inoperations research in the Engineering Schoolof New York University and earned a Ph.D. inbusiness from the University of Florida.Mr. Benson brings to our Board significantexpertise in academics, senior management,corporate governance, strategic planning, risk<strong>Primerica</strong> <strong>2010</strong> <strong>Annual</strong> <strong>Report</strong> 157
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Freedom Lives Here 2010 Annual Repo
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A Main Street Company for Main Stre
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North America’s vastmiddle-income
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More than 50 percent of U.S. househ
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We are PrimericaPrimerica is a Main
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Primerica helps familiescreate a fi
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René Turner wasalways told growing
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We teach people how money works.We
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UNITED STATESSECURITIES AND EXCHANG
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CAUTIONARY STATEMENT CONCERNING FOR
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PART IITEM 1.BUSINESSOverviewPrimer
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them reduce and ultimately pay off
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With the support of our home office
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ecognized with the sales representa
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force. We also profile successful s
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• bonuses and other compensation,
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originators (and in some states as
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We organize and manage our business
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premiums that are less per person p
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insurance policies that we underwri
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assistance, has developed a series
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SEC, FINRA and with respect to 529
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they sell insurance policies. Our C
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preceding 12 months, exceed this st
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interest rate risk and business ris
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operational support to its subsidia
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Privacy of Consumer Information. U.
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media. This negative commentary can
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with such laws and regulations, inc
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and disrupt the economy. Although w
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Our financial strength and credit r
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There are certain risks and uncerta
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26). The update revises the definit
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conduct standards prescribed by FIN
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licensing requirements have caused,
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Terrorist Financing Act and its acc
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educing dividends or other amounts
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housed at our Duluth and Roswell, G
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• for dates as of or periods endi
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to and subject to the limitations o
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Field Audit Department from 1993 to
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Securities Authorized for Issuanceu
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ITEM 6.SELECTED FINANCIAL DATA.The
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pursuant to which we issued to a wh
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ecruiting boost we experienced in t
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• Mortality. We use historical ex
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• sales of a higher proportion of
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on quality rating, average life and
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Deferred Policy Acquisition Costs(D
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life insurance processing responsib
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einsurance agreements impacted the
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Notes to the Pro Forma Statement of
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Term Life Insurance Segment ProForm
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Investments and Savings ProductsSeg
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We believe that the pro forma resul
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ecognized in 2008. Excluding the ef
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amortize the higher DAC balance res
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Corporate and Other DistributedProd
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The composition of our invested ass
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LIQUIDITY AND CAPITALRESOURCESDivid
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surplus notes, hybrid securities or
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