The financial strength ratings of our insurancesubsidiaries are subject to periodic reviewusing, among other things, the ratings agencies’proprietary capital adequacy models, and aresubject to revision or withdrawal at any time.Insurance financial strength ratings aredirected toward the concerns of policyholdersand are not intended for the protection ofinvestors or as a recommendation to buy, holdor sell securities. Our financial strength ratingswill affect our competitive position relative toother insurance companies. If the financialstrength ratings of our insurance subsidiariesfall below certain levels, some of ourpolicyholders may move their business to ourcompetitors.In addition, the standards used by ratingsagencies in determining financial strength aredifferent from capital requirements set byinsurance regulators. We may need to takeactions in response to changing standards setby any of the ratings agencies, as well asstatutory capital requirements, which couldhave a material adverse effect on our business,financial condition and results of operations.Credit deterioration in, and the effectsof interest rate fluctuations on, ourinvested asset portfolio couldmaterially adversely affect ourbusiness, financial condition and resultsof operations.A large percentage of our invested assetportfolio is invested in fixed-income securities;as a result, credit deterioration and interestrate fluctuations could materially affect thevalue and earnings of our invested assetportfolio. Fixed-income securities decline invalue if there is no active trading market for thesecurities or the market’s impression of, or theratings agencies’ views on, the credit quality ofan issuer worsens. During periods of decliningmarket interest rates, any interest income wereceive on variable interest rate investmentswould decrease. In addition, during suchperiods, we would be forced to reinvest thecash we receive as interest or return ofprincipal on our investments in lower-yieldinghigh-grade instruments or in lower-creditinstruments to maintain comparable returns.Issuers of fixed-income securities could alsodecide to prepay their obligations to borrow atlower market rates, which would increase thepercentage of our portfolio that we would haveto reinvest in lower-yielding investments ofcomparable credit quality or in lower qualityinvestments offering similar yields. If interestrates generally increase, the market value ofour fixed rate income portfolio decreases.Additionally, if the market value of any securityin our invested asset portfolio decreases, wemay realize losses if we deem the value of thesecurity to be other-than-temporarily-impaired.To the extent that any fluctuations in fair valueare significant or we recognize impairmentsthat are material, it could have a materialadverse effect on our business, financialcondition and results of operations.Valuation of our investments and thedetermination of whether a decline inthe fair value of our invested assets isother-than-temporary are based onmethodologies and estimates that mayprove to be incorrect.GAAP requires that when the fair value of anyof our invested assets declines and such declineis deemed to be other-than-temporary, werecognize a loss in either accumulated othercomprehensive income or on our statement ofincome based on certain criteria in the periodthat such determination is made. Determiningthe fair value of certain invested assets,particularly those that do not trade on a regularbasis, requires an assessment of available dataand the use of assumptions and estimates.Once it is determined that the fair value of anasset is below its carrying value, we mustdetermine whether the decline in fair value isother-than-temporary, which is based onsubjective factors and involves a variety ofassumptions and estimates. For information onour valuation methodology, see Notes 1 and 4to our consolidated and combined financialstatements included elsewhere in this reportand “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations —Critical Accounting Policies — Investments.”44 Freedom Lives Here
There are certain risks and uncertaintiesassociated with determining whether declinesin market value are other-than-temporary.These include significant changes in generaleconomic conditions and business markets,trends in certain industry segments, interestrate fluctuations, rating agency actions,changes in significant accounting estimates andassumptions and legislative actions. In the caseof mortgage- and asset-backed securities, thereis added uncertainty as to the performance ofthe underlying collateral assets. To the extentthat we are incorrect in our determination ofthe fair value of our investment securities orour determination that a decline in their valueis other-than-temporary, we may realize lossesthat never actually materialize or may fail torecognize losses within the appropriatereporting period.The failure by any of our reinsurers toperform its obligations to us could havea material adverse effect on ourbusiness, financial condition and resultsof operations.We extensively use reinsurance in the UnitedStates to diversify our risk and to manage ourloss exposure to mortality risk. Reinsurancedoes not relieve us of our direct liability to ourpolicyholders, even when the reinsurer is liableto us. We, as the insurer, are required to paythe full amount of death benefits even incircumstances where we are entitled to receivepayments from the reinsurer. Due to factorssuch as insolvency, adverse underwritingresults or inadequate investment returns, ourreinsurers may not be able to pay thereinsurance recoverables they owe to us on atimely basis or at all. Reinsurers might refuse orfail to pay losses that we cede to them or mightdelay payment. Since death benefit claims maybe paid long after a policy is issued, we bearcredit risk with respect to our reinsurers. Thecreditworthiness of our reinsurers may changebefore we can recover amounts to which we areentitled.No assurance is given that our reinsurers willpay the reinsurance recoverables owed to usnow or in the future or that they will pay theserecoverables on a timely basis. Any such failureto pay by our reinsurers could have a materialadverse effect on our business, financialcondition and results of operations.The failure by Citi to perform itsobligations to us under our coinsuranceagreements could have a materialadverse effect on our business,financial condition and results ofoperations.Immediately prior to the Offering, we enteredinto four coinsurance agreements with threereinsurer affiliates of Citi pursuant to which weceded between 80% and 90% of the risks andrewards of our term life insurance policies thatwere in force at year-end 2009. Under thisarrangement, our current third-partyreinsurance agreements remain in place. Thelargest of these transactions involved twocoinsurance agreements between <strong>Primerica</strong>Life and Prime Re. Prime Re was formed solelyfor the purpose of entering into thesereinsurance transactions, has no operatinghistory and does not possess a financialstrength rating from any rating agency. Theother transactions were between (1) <strong>Primerica</strong>Life Canada and Financial ReassuranceCompany <strong>2010</strong> Ltd., a Bermuda reinsurerformed to operate solely for the purpose ofreinsuring Citi-related risks and is a whollyowned subsidiary of Citi, and (2) NBLIC andAmerican Health and Life Insurance Company(“AHL”), a wholly owned insurance subsidiaryof Citi that has a financial strength rating of “A”by A.M. Best. Each of the three reinsurersentered into trust agreements with ourrespective insurance subsidiaries and a trusteepursuant to which the reinsurer placed assets(primarily treasury and fixed-income securities)in trust for such subsidiary’s benefit to securethe reinsurer’s obligations to such subsidiary.Each such coinsurance agreement requireseach reinsurer to maintain assets in trustsufficient to give the subsidiary full credit forregulatory purposes for the insurance, whichamount will not be less than the amount of thereserves for the reinsured liabilities. In addition,in the case of the reinsurance transactionsbetween Prime Re and <strong>Primerica</strong> Life, Citi has<strong>Primerica</strong> <strong>2010</strong> <strong>Annual</strong> <strong>Report</strong> 45
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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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- Page 19 and 20: UNITED STATESSECURITIES AND EXCHANG
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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
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PRIMERICA, INC. AND SUBSIDIARIESCon
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which we are able to reinvest at ou
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with reinsured policies. Ceded poli
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indemnify and hold the Company harm
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New Accounting PrinciplesScope Exce
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immediately contributed back to us
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The Investment and Savings Products
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(4) InvestmentsOn March 31, 2010, w
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The following tables summarize, for
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The net effect on stockholders’ e
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The amortized cost and fair value o
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The roll-forward of credit-related
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having similar tenors (e.g., sector
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(5) Financial InstrumentsThe carryi
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Due from reinsurers includes ceded
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(8) Intangible Assets and GoodwillT
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(11) Note PayableIn April 2010, we
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Income tax expense (benefit) attrib
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above, plus an additional 7,098 com
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Non-Employee Share-BasedTransaction
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We had arrangements with Citi in re
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Contingent LiabilitiesThe Company i
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ITEM 9. CHANGES IN ANDDISAGREEMENTS
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Members of Our Board of DirectorsTh
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finance, and risk and asset managem
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PART IVITEM 15. EXHIBITS AND FINANC
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10.4 Long-Term Services Agreement d
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10.29 Employment Agreement, dated a
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Schedule ISummary of Investments
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Schedule IICondensed Financial Info
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Schedule IICondensed Financial Info
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101% of the outstanding principal a
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GrossamountSchedule IVReinsurancePR
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Annual MeetingThe annual meeting of