Primerica 2010 Annual Report - Direct Selling News

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• have been qualified by disclosures that were made to the other party in connection with thenegotiation of the application agreement, which disclosures are not necessarily reflected in theagreement;• may apply standards of materiality in a way that is different from what may be viewed asmaterial to you or other investors; and• were made only as of the date of the applicable agreement or such other date or dates as maybe specified in the agreement and are subject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as ofthe date they were made or at any other time, and should not be relied upon by investors.ExhibitNumberDescription2.1 Securities Purchase Agreement dated February 8, 2010, by and among CitigroupInsurance Holding Corporation, Primerica, Inc., Warburg Pincus Private Equity X, L.P. andWarburg Pincus X Partners, L.P. (Incorporated by reference to Exhibit 2.1 to Primerica’sRegistration Statement on Form S-1 (File No. 333-162918))3.1 Restated Certificate of Incorporation of the Registrant (Incorporated by reference toExhibit 3.1 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31,2010 (Commission File No. 001-34680))3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010(Commission File No. 001-34680))4.1 Warrant to purchase 3,975,914 shares of common stock dated as of April 15, 2010(Incorporated by reference to Exhibit 4.1 to Primerica’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2010 (Commission File No. 001-34680))4.2 Warrant to purchase 127,196 shares of common stock dated as of April 15, 2010(Incorporated by reference to Exhibit 4.2 to Primerica’s Quarterly Report on Form 10-Qfor the quarter ended March 31, 2010 (Commission File No. 001-34680))4.3 Note Agreement dated April 1, 2010 between the Registrant, the Guarantors namedtherein and Citigroup Insurance Holding Corporation (Incorporated by reference to Exhibit4.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010(Commission File No. 001-34680))4.4 Note of the Registrant in favor of Citigroup Insurance Holding Company dated as ofApril 1, 2010 (Incorporated by reference to Exhibit 4.4 to Primerica’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680))10.1 Intercompany Agreement dated as of April 7, 2010 by and between the Registrant andCitigroup Inc. (Incorporated by reference to Exhibit 10.1 to Primerica’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680))10.2 Transition Services Agreement dated as of April 7, 2010 by and between the Registrantand Citigroup Inc. (Incorporated by reference to Exhibit 10.2 to Primerica’s QuarterlyReport on Form 10-Q for the quarter ended March 31, 2010 (Commission File No.001-34680))10.3 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant andCitigroup Inc. (Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Reporton Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 001-34680))162 Freedom Lives Here
10.4 Long-Term Services Agreement dated as of April 7, 2010 by and between CitiLife FinancialLimited and Primerica Life Insurance Company (Incorporated by reference to Exhibit 10.4 toPrimerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010(Commission File No. 001-34680))10.5 80% Coinsurance Agreement dated March 31, 2010 by and between Primerica LifeInsurance Company and Prime Reinsurance Company, Inc. (Incorporated by reference toExhibit 10.5 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31,2010 (Commission File No. 001-34680))10.6 10% Coinsurance Agreement dated March 31, 2010 by and between Primerica Life InsuranceCompany and Prime Reinsurance Company, Inc. (Incorporated by reference to Exhibit 10.6to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010(Commission File No. 001-34680))10.7 80% Coinsurance Trust Agreement dated March 29, 2010 among Primerica Life InsuranceCompany, Prime Reinsurance Company, Inc. and The Bank of New York Mellon(Incorporated by reference to Exhibit 10.7 to Primerica’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2010 (Commission File No. 001-34680))10.8 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica LifeInsurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon(Incorporated by reference to Exhibit 10.8 to Primerica’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2010 (Commission File No. 001-34680))10.9 10% Coinsurance Excess Trust Agreement dated March 29, 2010 among Primerica LifeInsurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon(Incorporated by reference to Exhibit 10.9 to Primerica’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2010 (Commission File No. 001-34680))10.10 Capital Maintenance Agreement dated March 31, 2010 by and between Citigroup Inc. andPrime Reinsurance Company, Inc. (Incorporated by reference to Exhibit 10.10 to Primerica’sQuarterly Report on Form 10-Q for the quarter ended March 31, 2010 (Commission File No.001-34680))10.11 90% Coinsurance Agreement dated March 31, 2010 by and between National Benefit LifeInsurance Company and American Health and Life Insurance Company (Incorporated byreference to Exhibit 10.11 to Primerica’s Quarterly Report on Form 10-Q for the quarterended March 31, 2010 (Commission File No. 001-34680))10.12 Trust Agreement dated March 29, 2010 among National Benefit Life Insurance Company,American Health and Life Insurance Company and The Bank of New York Mellon(Incorporated by reference to Exhibit 10.12 to Primerica’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2010 (Commission File No. 001-34680))10.13 Coinsurance Agreement dated March 31, 2010 by and between Primerica Life InsuranceCompany of Canada and Financial Reassurance Company 2010, Ltd. (Incorporated byreference to Exhibit 10.13 to Primerica’s Quarterly Report on Form 10-Q for the quarterended March 31, 2010 (Commission File No. 001-34680))10.14 Common Stock Exchange Agreement dated as of April 15, 2010 among the Registrant,Warburg Pincus LLC and Warburg Pincus & Co. (Incorporated by reference to Exhibit 10.39to Primerica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010(Commission File No. 001-34680))Primerica 2010 Annual Report 163
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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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ITEM 7A. QUANTITATIVE ANDQUALITATIV
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AssetsPRIMERICA, INC. AND SUBSIDIAR
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PRIMERICA, INC. AND SUBSIDIARIESCon
Page 131 and 132: PRIMERICA, INC. AND SUBSIDIARIESCon
Page 133 and 134: which we are able to reinvest at ou
Page 135 and 136: with reinsured policies. Ceded poli
Page 137 and 138: indemnify and hold the Company harm
Page 139 and 140: New Accounting PrinciplesScope Exce
Page 141 and 142: immediately contributed back to us
Page 143 and 144: The Investment and Savings Products
Page 145 and 146: (4) InvestmentsOn March 31, 2010, w
Page 147 and 148: The following tables summarize, for
Page 149 and 150: The net effect on stockholders’ e
Page 151 and 152: The amortized cost and fair value o
Page 153 and 154: The roll-forward of credit-related
Page 155 and 156: having similar tenors (e.g., sector
Page 157 and 158: (5) Financial InstrumentsThe carryi
Page 159 and 160: Due from reinsurers includes ceded
Page 161 and 162: (8) Intangible Assets and GoodwillT
Page 163 and 164: (11) Note PayableIn April 2010, we
Page 165 and 166: Income tax expense (benefit) attrib
Page 167 and 168: above, plus an additional 7,098 com
Page 169 and 170: Non-Employee Share-BasedTransaction
Page 171 and 172: We had arrangements with Citi in re
Page 173 and 174: Contingent LiabilitiesThe Company i
Page 175 and 176: ITEM 9. CHANGES IN ANDDISAGREEMENTS
Page 177 and 178: Members of Our Board of DirectorsTh
Page 179 and 180: finance, and risk and asset managem
Page 181: PART IVITEM 15. EXHIBITS AND FINANC
Page 185 and 186: 10.29 Employment Agreement, dated a
Page 187 and 188: Schedule ISummary of Investments
Page 189 and 190: Schedule IICondensed Financial Info
Page 191 and 192: Schedule IICondensed Financial Info
Page 193 and 194: 101% of the outstanding principal a
Page 195 and 196: GrossamountSchedule IVReinsurancePR
Page 197 and 198: Annual MeetingThe annual meeting of
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