Primerica 2010 Annual Report - Direct Selling News

PART IIITEM 5. MARKET FORREGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OFEQUITY SECURITIESQuarterly Common Stock Prices andDividendsOur common stock is principally traded on theNew York Stock Exchange under the symbolPRI. The quarterly high and low sales prices forour common stock, as reported on the NYSE forthe periods since the Offering on April 1, 2010,as well as dividends paid per quarter were asfollows:High Low Dividends20104th quarter $25.48 $20.30 $0.013rd quarter 23.78 19.74 0.012nd quarter 25.89 18.61 n/aDividendsWe paid dividends to Citi of $3.49 billion in2010, all in connection with the Transactions.Prior to completion of the Offering, wedistributed all of the issued and outstandingcapital stock of Prime Re to Citi. Following theOffering, we also paid quarterly dividends tostockholders totaling approximately $1.5 millionin 2010. During 2009, we declared dividends toCiti of $205.4 million.We currently expect to continue to payquarterly cash dividends to holders of ourcommon stock, subject to the discretion of ourboard of directors and dependent on a varietyof factors, including our financial condition,earnings, legal requirements and other factorsthat the board of directors deems relevant. Ourpayment of cash dividends is at the discretionof our board of directors in accordance withapplicable law after taking into account variousfactors, including our financial condition,operating results, current and anticipated cashneeds and plans for growth. Under Delawarelaw, we can only pay dividends either out ofsurplus, which is defined as total assets at fairmarket value minus total liabilities, minus theaggregate par value of our outstanding stock,or out of the current or the immediatelypreceding year’s earnings. Therefore, noassurance is given that we will continue to payany dividends to our common stockholders, oras to the amount of any such dividends.We are a holding company, and we have nooperations. Our primary asset is the capital stockof our operating subsidiaries and our primaryliability is the $300.0 million promissory noteheld by Citi. The states in which our U.S.insurance subsidiaries are domiciled imposecertain restrictions on our insurancesubsidiaries’ ability to pay dividends to us. Theserestrictions are based in part on the prior year’sstatutory income and surplus. In general,dividends up to specified levels are consideredordinary and may be paid without prior approval.Dividends in larger amounts are consideredextraordinary and are subject to approval by theinsurance commissioner of the state of domicile.Our Canadian subsidiary can pay dividendssubject to meeting regulatory requirements forcapital adequacy and liquidity with appropriateminimum notice to OSFI. In addition, in thefuture, we may become subject to debtinstruments or other agreements that limit ourability to pay dividends. See “Business —Regulation of Insurance Products — InsuranceHolding Company Regulation; Limitations onDividends.”HoldersAs of February 28, 2011, we had 34 holders ofrecord of our common stock.Issuer Purchases of Equity SecuritiesDuring the three months ended December 31,2010, we did not repurchase any shares of ourcommon stock.64 Freedom Lives Here