What changed in Primerica, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, Primerica, Inc. (PRI) added 889 paragraphs, removed 802, and edited 646 between the 2022 and 2023 10-K filings. The biggest movers are Item 2. Properties (+757/−675), Item 1A. Risk Factors (+132/−127).

Did Primerica, Inc. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 132 new/edited paragraphs and 127 removed paragraphs versus the 2022 10-K.

Where does this PRI 10-K diff come from?

The source filings are Primerica, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Primerica, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Primerica, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+889 added−802 removedSource: 10-K (2024-02-28) vs 10-K (2023-02-28)

Top changes in Primerica, Inc.'s 2023 10-K

889 paragraphs added · 802 removed · 646 edited across 2 sections

Item 2. Properties+757 / −675 · 542 edited
Item 1A. Risk Factors+132 / −127 · 104 edited

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

104 edited+28 added−23 removed217 unchanged

2022 filing

2023 filing

Biggest changeSuch undertakings or amendments could require us to restructure our Principal Distributor model for the sale of mutual funds, or discontinue use, which could have a material adverse effect on our investment advisory business in Canada. 30 The Canadian Counsel of Insurance Regulators issued a discussion paper for comment in September 2022 considering, in addition to banning the Deferred Sales Charge compensation model in June 2023, modifying or eliminating other forms of upfront compensation for segregated funds including the ability for an insurance company to advance commissions at the time of sale and recover commissions over time or chargeback the independent sales representative if a client withdraws funds from or terminates the policy during the first few years.

Companies such as ours that distribute through independent agents to sell directly to customers have been and may continue to be the subject of negative commentary on website postings, social media and other media. This negative commentary can spread inaccurate or incomplete information about distribution companies in general or our Company in particular, which can make our recruiting more difficult.

Companies such as ours that distribute through independent agents to sell directly to customers have been and may continue to be the subject of negative commentary on website postings, social media and other media. This negative commentary can spread inaccurate or incomplete information about distribution companies in general or the Company in particular, which can make our recruiting more difficult.

In addition, although we do not believe that the Federal Trade Commission’s (“FTC”) current Business Opportunity Rule applies to our Company, it is under review by the FTC. As a result of that review or otherwise, it could be amended or interpreted in a manner inconsistent with our current interpretation.

In addition, although we do not believe that the Federal Trade Commission’s (“FTC”) current Business Opportunity Rule applies to the Company, it is under review by the FTC. As a result of that review or otherwise, it could be amended or interpreted in a manner inconsistent with our current interpretation.

If we or 39 the independent sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of securities-licensed representatives, increased compliance costs, or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations.

If we or the independent sales representatives become subject to new requirements or regulations, it could result in increased litigation, regulatory risks, changes to our business model, a decrease in the number of securities-licensed representatives, increased compliance 39 costs, or a reduction in the products we offer to our clients or the profits we earn, which could have a material adverse effect on our business, financial condition and results of operations.

Risk Factors -- Any acquisition of or investment in businesses that we may undertake that does not perform as we expect or that is difficult for us to integrate could adversely impact our business, financial condition and results of operations” . 31 e-TeleQuote, consistent with other Medicare Advantage distributors, has experienced elevated policy churn in recent years, which caused the ratio of lifetime value of commissions (“LTV”) to contract acquisition costs (“CACs”) to reach an undesirable level.

Risk Factors – Any acquisition of or investment in businesses that we may undertake that does not perform as we expect or that is difficult for us to integrate could adversely impact our business, financial condition and results of operations”. e-TeleQuote, consistent with other Medicare Advantage distributors, has experienced elevated policy churn in recent years, which caused the ratio of lifetime value of commissions (“LTV”) to contract acquisition costs (“CACs”) to reach an undesirable level.

If: (i) an independent sales representative, employee, or third-party service provider intentionally or unintentionally discloses or misappropriates confidential client information; (ii) our data is the subject of a 36 cybersecurity attack; (iii) we fail to maintain adequate internal controls; or (iv) independent sales representatives, employees or third-party service providers fail to comply with our policies and procedures, then misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur.

If: (i) an independent sales representative, employee, or third-party service provider intentionally or unintentionally discloses or misappropriates confidential client information; (ii) our data is the subject of a cybersecurity attack; (iii) we fail to maintain adequate internal controls; or (iv) independent sales representatives, employees or third-party service providers fail to comply with our policies and procedures, then misappropriation or intentional or unintentional inappropriate disclosure or misuse of client information could occur.

If it fails to compete successfully with its competitors to source sales leads from lead suppliers, it may experience increased marketing costs and loss of market share. 32 Converting quality sales leads to policy sales is key to e-TeleQuote’s success. Many factors impact e-TeleQuote’s conversion rate, including the quality of leads, agent tenure, and its proprietary workflow technology.

If it fails to compete successfully with its competitors to source sales leads from lead suppliers, it may experience increased marketing costs and loss of market share. Converting quality sales leads to policy sales is key to e-TeleQuote’s success. Many factors impact e-TeleQuote’s conversion rate, including the quality of leads, agent tenure, and its proprietary workflow technology.

Any corrective action imposed could have a material adverse effect on our business, financial condition and results of operations. A decline in RBC or LICAT also limits the ability of our insurance subsidiaries to pay dividends or make distributions and could be a factor in causing ratings agencies to downgrade the financial strength ratings of all our insurance subsidiaries.

Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations. The current legislative and regulatory climate with regard to privacy and cybersecurity could adversely affect our business, financial condition, and results of operations.

Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil or criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations. 36 The current legislative and regulatory climate with regard to privacy and cybersecurity could adversely affect our business, financial condition, and results of operations.

Additionally, if the fair value of any security in our invested asset portfolio decreases, we may realize losses if we deem the value of the security to be impaired due to a credit loss. We also have an asset on deposit with a coinsurer backing a 10% coinsurance agreement entered into at the time of our IPO.

CMS regulations require that many aspects of e-TeleQuote’s online platforms, marketing materials and processes, as well as changes thereto, including call center scripts, be filed with CMS and reviewed and approved by carriers. In addition, certain aspects of Medicare plan marketing partner relationships are subject to CMS and carrier review.

CMS regulations require that many aspects of e-TeleQuote’s online platforms, marketing materials and processes, as well as changes thereto, including call scripts, be filed with CMS and reviewed and approved by carriers. In addition, certain aspects of Medicare plan marketing partner relationships are subject to CMS and carrier review.

Primerica Mortgage, LLC (“Primerica Mortgage”) must also be licensed at the company level as a mortgage broker (or equivalent) and, in almost all states, representatives’ offices must be licensed as branch offices. To offer mortgage 33 loans in a state, independent sales representatives, offices, and Primerica Mortgage must be licensed as required by state law.

Primerica Mortgage, LLC (“Primerica Mortgage”) must also be licensed at the company level as a mortgage broker (or equivalent) and, in almost all states, representatives’ offices must be licensed as branch offices. To offer mortgage loans in a state, independent sales representatives, offices, and Primerica Mortgage must be licensed as required by state law.

In addition, an increasing number of jurisdictions require that regulators and clients be notified if a security breach results in the disclosure of personally-identifiable client information or health information, which could exacerbate the harm to our business, financial condition or results of operations.

In addition, an increasing number of regulators require that regulators and clients be notified if a security breach results in the disclosure of personally-identifiable client information or health information, which could exacerbate the harm to our business, financial condition or results of operations.

Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are fact-sensitive and vary from 25 jurisdiction to jurisdiction. Laws and regulations that govern the status and classification of independent sales representatives are subject to change or interpretation.

Furthermore, the tests governing the determination of whether an individual is considered to be an independent contractor or an employee are fact-sensitive and vary from jurisdiction to jurisdiction. Laws and regulations that govern the status and classification of independent sales representatives are subject to change or interpretation.

Our insurance subsidiaries may need additional capital and, if needed, we may not be able to provide it to maintain the targeted RBC and LICAT levels to support their business operations, either of which may impact our financial strength and credit ratings.

Our insurance subsidiaries may need additional capital and, if needed, we may not 27 be able to provide it to maintain the targeted RBC and LICAT levels to support their business operations, either of which may impact our financial strength and credit ratings.

If e-TeleQuote’s ability to market and sell Medicare-related health insurance is constrained during a Medicare AEP for any reason, such as technology failures, reduced allocation of resources, any inability to timely employ, license, train, certify and retain agents to sell health insurance as experienced during the 2021 AEP, interruptions in the operation of its website or systems, or disruptions caused by other external factors, such as the COVID-19 pandemic, e-TeleQuote could sell fewer policies, which could adversely impact our business and results of operations. e-TeleQuote’s business is dependent on key carrier partners.

If e-TeleQuote’s ability to market and sell Medicare-related health insurance is constrained during a Medicare AEP for any reason, such as technology failures, reduced allocation of resources, any inability to timely employ, license, train, certify and retain agents to sell health insurance, interruptions in the operation of its website or systems, or disruptions caused by other external factors, such as the COVID-19 pandemic, e-TeleQuote could sell fewer policies, which could adversely impact our business and results of operations. e-TeleQuote’s business is dependent on key carrier partners.

During periods of declining market interest rates, we must invest the cash we receive as interest, return of principal on our investments and cash from 37 operations in lower-yielding, high-grade instruments or in lower-credit instruments to maintain comparable returns.

During periods of declining market interest rates, we must invest the cash we receive as interest, return of principal on our investments and cash from operations in lower-yielding, high-grade instruments or in lower-credit instruments to maintain comparable returns.

However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. 41 dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations.

However, the Canadian dollar financial statements of our Canadian subsidiaries are translated into U.S. dollars in our consolidated financial statements. Therefore, significant exchange rate fluctuations between the U.S. dollar and the Canadian dollar could have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Investments and Savings Products Business Our Investment and Savings Products segment is heavily dependent on a limited platform of mutual fund and annuity products offered by a relatively small number of companies and managers.

Risks Related to Our Investment and Savings Products Business Our Investment and Savings Products segment is heavily dependent on a limited platform of mutual fund and annuity products offered by a relatively small number of companies and managers.

Our business is highly dependent upon the effective operation of our information technology systems and third-party technology systems, networks and clouds to record, process, transmit and store information, including sensitive customer and proprietary information.

Each such coinsurance agreement requires the relevant coinsurer to maintain assets in trust, the amount of which will not be less than the amount of the statutory reserves for the coinsured liabilities.

Each such coinsurance agreement requires the relevant coinsurer to maintain assets in trust, the amount of which will not be less than the amount 28 of the statutory reserves for the coinsured liabilities.

PFSL Investments Canada is subject to periodic review by both the NSRO and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers and may impose sanctions that could materially adversely affect our business, financial condition and results of operations.

PFSL Investments Canada is subject to periodic review by both the CIRO and the provincial and territorial securities commissions to assess its compliance with, among other things, applicable capital requirements and sales practices and procedures. These regulators have broad administrative powers and may impose sanctions that could materially adversely affect our business, financial condition and results of operations.

We are also unable to predict the impact any such reforms may have on healthcare and health insurance industry participants. Changes in laws, regulations and guidelines governing health insurance may also be incompatible with various aspects of e-TeleQuote’s business and require that it make significant modifications to its existing technology or practices, which may be costly and time-consuming to implement.

We are also unable to predict the impact any such reforms may have on healthcare and health insurance industry beneficiaries. Changes in laws, regulations and guidelines governing health insurance may also be incompatible with various aspects of e-TeleQuote’s business and require that it make significant modifications to its existing technology or practices, which may be costly and time-consuming to implement.

General Risk Factors Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses.

General Risk Factors Litigation and regulatory investigations and actions may result in financial losses and harm our reputation. 40 We face a risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses.

Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. e- TeleQuote’s security measures are designed to protect against breaches of security and other interference with its systems and networks operate independently from Primerica systems.

Being subject to, or out of compliance with, the aforementioned laws and regulations could result in material costs, fines, penalties or litigation, which could materially adversely affect our business, financial condition and results of operations. e- TeleQuote’s security measures, which are designed to protect against breaches of security and other interference with its systems and networks, operate independently from Primerica’s systems.

Risks Related to Our Mortgage Distribution Business Licensing requirements will impact the size of the mortgage loan sales force, which could adversely affect our mortgage distribution business.

Risks Related to Our Mortgage Distribution Business Licensing requirements will impact the size of the mortgage loan sales force, which could adversely affect our mortgage brokerage business.

Economic downturns, which are often characterized by conditions such as increased inflation, declines in capital markets, higher unemployment, lower household income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and/or lower consumer spending, can impact the disposable income of middle-income consumers, which can influence their investment and spending decisions.

Economic downturns, which are often characterized by conditions such as elevated inflation, declines in capital markets, higher unemployment, lower household income, lower valuation of retirement savings accounts, lower corporate earnings, lower business investment and/or lower consumer spending, can impact the disposable income of middle-income consumers, which can influence their investment and spending decisions.

ASU 2018-12 will require us to update assumptions used in measuring future policy benefits, including mortality, persistency, and disability rates, at least annually instead of locking those assumptions at contract inception. In addition, the new standard requires differences in assumptions and actual performance be reflected in reserves as the experience occurs.

ASU 2018-12 requires us to update assumptions used in measuring future policy benefits, including mortality, persistency, and disability rates, at least annually instead of locking those assumptions at contract inception. In addition, the new standard requires differences in assumptions and actual performance be reflected in reserves as the experience occurs.

In addition, these initiatives may take longer than anticipated to implement, and our ability to execute these initiatives in a timely manner may impact the outcomes.

In addition, these initiatives may take longer than anticipated to implement, and our ability to execute these initiatives in a timely manner 41 may impact the outcomes.

Nonetheless, it is possible that the SEC, FINRA, the DOL, the IRS, state securities and insurance regulators, NSRO or AMF may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations.

Nonetheless, it is possible that the SEC, FINRA, the DOL, the IRS, state securities and insurance regulators, CIRO or AMF may not agree. Further, we could be subject to regulatory actions or private litigation, which could materially adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations may be materially adversely affected by economic downturns in the United States and Canada, as well as issues in the national and/or global economy such as increased inflation that may have repercussions on our local markets.

Our business, financial condition and results of operations may be materially adversely affected by economic downturns in the United States and Canada, as well as issues in the national and/or global economy such as elevated inflation that may have repercussions on our local markets.

There are various laws and regulations, including laws of general application such as the Federal Trade Commission Act (“FTC Act”), that prohibit fraudulent or deceptive practices, including but not limited to, pyramid schemes and misrepresentations regarding distributors’ earnings potential.

There are various laws and regulations, including laws of general application such as the Federal Trade Commission Act (“FTC Act”), which prohibit fraudulent or deceptive practices, including but not limited to, pyramid schemes and misrepresentations regarding distributors’ earnings potential.

Non-compliance with applicable regulations could lead to revocation of our subsidiary's status as a non-bank custodian, which could have a material adverse affect on our business. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2.

Non-compliance with applicable regulations could lead to revocation of our subsidiary’s status as a non-bank custodian, which could have a material adverse effect on our business. PFS Investments is a non-bank custodian of retirement accounts, as permitted under Treasury Regulation 1.408-2.

In addition, we earn a growing portion of our earnings through our asset-based advisory platform. A shift in the business mix of new investments across our products and platforms could materially impact cash flows to our business, financial condition and results of operations.

In addition, we derive a growing portion of our earnings through our asset-based advisory platform. A shift in the business mix of new investments across our products and platforms could materially impact cash flows to our business, financial condition and results of operations.

As a result, the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations.

As a result, the regulatory authorities could preclude or temporarily suspend us from conducting some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations.

Risks Related to Economic Downcycles, Public Health Crises or Catastrophes, and Disasters The effects of economic down cycles, issues affecting the national and/or global economy or global geopolitical event(s) could materially adversely affect our business, financial condition and results of operations.

Risks Related to Economic Downcycles, Public Health Crises or Catastrophes, and Disasters The effects of economic downcycles, issues affecting the national and/or global economy or global geopolitical event(s) could materially adversely affect our business, financial condition and results of operations.

Economic conditions, including inflation has impacted and may continue to impact prospective recruits’ perceptions of the business opportunity that becoming an independent sales representative offers, which can drive or dampen recruiting. Similarly, these economic conditions can also affect e-TeleQuote’s ability to recruit and retain licensed health insurance agents.

Economic conditions, including continued elevated inflation has impacted and may continue to impact prospective 34 recruits’ perceptions of the business opportunity that becoming an independent sales representative offers, which can drive or dampen recruiting. Similarly, these economic conditions can also affect e-TeleQuote’s ability to recruit and retain licensed health insurance agents.

We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, registered investment advisors, insurance companies, insurance brokers, direct sales companies, and technology companies.

We face competition in all of our business lines. Our competitors include financial services companies, banks, investment management firms, broker-dealers, registered investment advisers, insurance companies, insurance brokers, direct sales companies, and technology companies.

For example, the Financial Industry Regulatory Authority (“FINRA”) has changed the continuing education (“CE”) regulatory requirement from a three-year period to an annual requirement for securities-licensed representatives. In addition, the North American Securities Administrators Association approved a model rule for participating states that imposes a CE requirement for investment advisor representatives.

If former or current independent sales representatives are successful in legally challenging our written agreements, then our business could be adversely impacted, particularly in the affected sales organizations. 24 Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits.

If former or current independent sales representatives are successful in legally challenging our written agreements, then our business could be adversely impacted. Furthermore, if we or any other businesses with a similar distribution structure engage in practices resulting in increased negative public attention for our business model, the resulting reputational challenges could adversely affect our ability to attract new recruits.

If Primerica independent sales representatives do not educate consumers about e-TeleQuote and make introductions, e-TeleQuote’s operating results and financial condition could be impacted, which could adversely impact our business. e-TeleQuote records revenue at the time a policy is sold based on the expected lifetime value of commissions to be collected for that policy.

If Primerica’s certified independent sales representatives do not educate consumers about 32 e-TeleQuote and make introductions, e-TeleQuote’s operating results and financial condition could be impacted, which could adversely impact our business. e-TeleQuote records revenue at the time a policy is sold based on the expected lifetime value of commissions to be collected for that policy.

This could have a material adverse effect on e-TeleQuote’s business and operations. CMS audits Medicare carriers and holds carriers responsible for actions of their subcontractors, downstream entities, and broker partners such as e-TeleQuote and its licensed health insurance agents.

Each of these could have a material adverse effect on e-TeleQuote’s business and operations. CMS audits Medicare carriers and holds carriers responsible for actions of their subcontractors, downstream entities, and broker partners such as e-TeleQuote and its licensed health insurance agents.

Risks Related to Our Insurance Business and Reinsurance Our life insurance business may face significant losses if our actual experience differs from our expectations regarding mortality or persistency.

Risks Related to Our Insurance Business and Reinsurance Our life insurance business may face significant losses or volatility if our actual experience differs from our expectations regarding mortality, persistency, disability or reinsurance.

Our Canadian broker-dealer subsidiary, PFSL Investments Canada and the sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and to the rules of the New Self-Regulatory Organization of Canada (“NSRO”) (formerly known as the Mutual Fund Dealers Association of Canada), the self-regulatory organization governing mutual fund dealers (except in the case of Quebec, the Autorité des Marchés Financiers (“AMF”)).

Our Canadian broker-dealer subsidiary, PFSL Investments Canada and the sales representatives are subject to the securities laws of the provinces and territories of Canada in which we sell our mutual fund products and to the rules of the Canadian Investment Regulatory Organization (“CIRO”) (formerly known as the Mutual Fund Dealers Association of Canada), the self-regulatory organization governing mutual fund dealers (except in the case of Quebec, the Autorité des Marchés Financiers (“AMF”)).

The compensation that e-TeleQuote receives from carriers would decline if: (i) laws or regulations limit or remove the ability for carriers to provide funds to e-TeleQuote; (ii) federal or state governments determine that e-TeleQuote’s compensation arrangements with carrier providers do not meet regulatory requirements, or (iii) actions of federal or state governments result in a reduction in commissions paid to e-TeleQuote or impact the timing of revenue recognition in connection with the sale of Medicare related health insurance.

In addition, payments that e-TeleQuote receives would decline if: (i) other laws or regulations limit or remove the ability for carriers to provide funds to e-TeleQuote; (ii) federal or state governments determine that e-TeleQuote’s compensation or administrative payment arrangements with carrier providers do not meet regulatory requirements, or (iii) actions of federal or state governments result in a reduction in commissions paid to e-TeleQuote or impact the timing of revenue recognition in connection with the sale of Medicare related health insurance.

GAAP that was effective on January 1, 2023 and impacts how we record and report our financial condition and results of operations is Accounting Standards Update No. 2018-12, Financial Services—Insurance (Topic 944) — Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). The amendments in this update will change the accounting guidance we follow for long-duration insurance contracts.

GAAP that was effective on January 1, 2023 and impacted how we record and report our financial condition and results of operations is Accounting Standards Update No. 2018-12, Financial Services—Insurance (Topic 944) — Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). The amendments in this update changed the accounting guidance we follow for long-duration insurance contracts.

Our business is subject to many regulations that relate to, among other things, consumer protection, fair credit reporting, financial privacy, consumer fraud, anti-money laundering, worker classification standards, corporate taxation and transactions with certain countries. These laws and regulations often are subject to the political climate.

Our business is subject to many regulations that relate to, among other things, consumer protection, fair credit reporting, financial privacy, consumer fraud, anti-money laundering, worker classification standards, corporate taxation, artificial intelligence or algorithmic underwriting, and transactions with certain countries. These laws and regulations often are subject to the political climate.

A substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition and results of operations. 40 Moreover, even if we ultimately prevail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations.

Moreover, even if we ultimately prevail in any litigation, regulatory action or investigation, we could suffer significant reputational harm and we could incur significant legal expenses, either of which could have a material adverse effect on our business, financial condition and results of operations.

Any adverse impact on conversion rates could harm e-TeleQuote’s business, operating results, financial condition and prospects, which could adversely impact our business. Primerica Senior Health certified independent sales representatives receive fees for services associated with introducing seniors to e-TeleQuote.

Any adverse impact on conversion rates could harm e-TeleQuote’s business, operating results, financial condition and prospects, which could adversely impact our business. Primerica certifies certain of its independent sales representatives to receive fees for Senior Health services associated with introducing seniors to e-TeleQuote.

In many of our product offerings, we face competition from competitors that may have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings or offer more robust digital tools and self-service capabilities than we do.

In many of our product offerings, we face competition from competitors that may have greater market share or breadth of distribution, offer a broader range of products, services or features, assume a greater level of risk, have lower profitability expectations, have lower fee and expense ratios, have higher financial strength ratings, offer more robust digital tools and self-service capabilities than we do or made use of emerging technologies more fully or rapidly than us.

Activity by federal regulators relating to the possible impacts of climate change on companies and their constituents has increased recently and resulted in heightened legislative and regulatory activity at the federal, state and provincial levels. For example, on March 21, 2022, the SEC proposed significant new disclosure requirements to enhance and standardize climate-related disclosures (the “Climate-Related Disclosures rule”).

Activity by federal, state and provincial regulators relating to the possible impacts of climate change on companies and their constituents has resulted in heightened legislative and regulatory activity at the federal, state and provincial levels. For example, on March 21, 2022, the SEC proposed significant new disclosure requirements to enhance and standardize climate-related disclosures (the “SEC Climate-Related Disclosures proposal”).

Risks Related to e-TeleQuote’s Senior Health Insurance Distribution Business Due to our limited history with e-TeleQuote, we may not be able to execute an effective business strategy, which could adversely affect our business, financial condition and results of operations.

Risks Related to e-TeleQuote’s Senior Health Insurance Distribution Business We may not be able to execute an effective senior health insurance business strategy, which could adversely affect our business, financial condition and results of operations.

We review the account applications that we receive for our investment and savings products for suitability, for compliance with Reg BI and the DOL Rule, and for compliance with other federal, state or provincial regulations governing standards of care.

We review the account applications that we receive for our investment and savings products for suitability, for compliance with Reg BI, the Investment Advisers Act and the DOL regulations, and for compliance with other federal, state or provincial regulations governing standards of care, as applicable.

In general, the proposed Climate-Related Disclosures rule focuses on three main disclosure topics: (i) climate-change related risks (including risk identification/impact, governance, oversight/risk management and mitigation); (ii) greenhouse gas emissions (Scope 1 and 2 and if material, Scope 3); and (iii) climate-related financial statement metrics (including a description of climate impacts in the notes to the audited financial statements).

In general, the SEC Climate-Related Disclosures proposal focuses on three main areas: (i) climate-change related risks (including risk identification/impact, governance, oversight/risk management and mitigation); (ii) greenhouse gas emissions (“GHG”) (Scope 1 and 2, and if material, Scope 3); and (iii) climate-related financial statement metrics (including a description of climate impacts in the notes to the audited financial statements).

Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations.

Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations.

For example, if mortality rates are higher than those assumed in our pricing assumptions, we could be required to make more death benefit payments under our life insurance policies or to make such payments sooner than we had projected, which may decrease the profitability of our term life insurance products and result in an increase in the cost of our subsequent reinsurance transactions.

If actual renewal activity for any given period is lower than the renewal assumptions included in the estimated lifetime value of commissions on issued policies, it could have a material adverse effect on e-TeleQuote’s business and could adversely impact our business.

The most important assumption used in determining the lifetime value of commissions is expected policyholder retention. If actual renewal activity for any given period is lower than the renewal assumptions included in the estimated lifetime value of commissions on issued policies, it could have a material adverse effect on e-TeleQuote’s business and could adversely impact our business.

A significant downgrade in the financial strength ratings of any of our insurance subsidiaries, or the announced potential for a downgrade, could have a material adverse effect on our business, financial condition and results of operations If the rating agencies or regulators change their approach to financial strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations.

If the rating agencies or regulators change their approach to financial strength ratings and statutory capital requirements, we may need to take action to maintain current ratings and capital adequacy ratios, which could have a material adverse effect on our business, financial condition and results of operations.

The classification of workers as independent contractors has been the subject of increasing federal, state and provincial legislative, regulatory and judicial interest over the last several years. Legislative and regulatory proposals have been introduced by federal and state authorities, and judicial decisions have been made, that call for or result in greater scrutiny of independent contractor classifications.

The classification of workers as independent contractors continues to be the subject of increasing federal, state and provincial legislative, regulatory and judicial interest. Legislative and regulatory proposals have been introduced by federal and state authorities, and judicial decisions have been made, that call for or result in greater scrutiny of independent contractor classifications.

The amendments in ASU 2018-12 will be effective for the Company beginning in 2023 as of the earliest period presented in the consolidated financial statements. The adoption of ASU 2018-12 will have a pervasive impact on our consolidated financial statements and related disclosures and will require changes to certain of our processes, systems, and controls.

The amendments in ASU 2018-12 were effective for the Company beginning in 2023 as of the earliest period presented in the consolidated financial statements. The adoption of ASU 2018-12 has had a pervasive impact on our consolidated financial statements and related disclosures and required changes to certain of our processes, systems, and controls.

If there is an adverse determination with respect to the classification of some or all of the independent contractors by a court or governmental agency, we could incur significant costs complying with such laws and regulations, including tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations.

Changes to worker classifications could have a material adverse impact on our business, financial condition and results of operations because sales representatives (other than those employed by e-TeleQuote) are independent contractors. 25 If there is an adverse determination with respect to the classification of some or all of the independent contractors by a court or governmental agency, we could incur significant costs complying with such laws and regulations, including tax withholding, social security payments, retirement plan contributions and recordkeeping, employee benefits, payment of wages or modification of our business model, any of which could have a material adverse effect on our business, financial condition and results of operations.

As a result, we began to offer through our independent sales representatives, a unique and exclusive range of funds under Principal Distributor agreements (the “PD Funds”) with two third-party mutual fund companies (the “Principal Distributor model”).

During 2022, in response to the DSC Ban, we began to offer through our independent sales representatives, a unique and exclusive range of funds under Principal Distributor agreements (the “PD Funds”) with two third-party mutual fund companies (the “Principal Distributor model”).

Business initiatives that we are currently developing or executing, for example, include enhancements to information technology and other systems, updates to our client and representative-facing software tools and applications, and streamlining of our managed investments business.

Business initiatives that we are currently developing or executing, for example, include enhancements to information technology, our client relationship manager tool, and other systems, updates to our client and representative-facing software tools and applications, and streamlining of our off-channel communications systems.

The FTC recently issued an Advance Notice of Proposed Rulemaking regarding earnings claims, which is the first step in a multi-year rulemaking process under Magnuson-Moss rulemaking authority.

The FTC has issued an Advance Notice of Proposed Rulemaking regarding earnings claims, which is the first step in a multi-year rulemaking process.

Each of our life insurance subsidiaries, with the exception of Peach Re and Vidalia Re, has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from each of Standard & Poor’s (“S&P”) and Moody’s.

Each of our non-captive life insurance subsidiaries has been assigned a financial strength rating by A.M. Best. Primerica Life currently also has an insurer financial strength rating from each of Standard & Poor’s (“S&P”) and Moody’s.

This new accounting standard, in addition to other financial reporting standard changes being discussed by the Financial Accounting Standards Board (“FASB”) and the SEC, could adversely impact our ability to maintain effective control over financial reporting given the changes that are needed to adopt such standards.

Future financial reporting standard changes by the Financial Accounting Standards Board (“FASB”) and the SEC could adversely impact our ability to maintain effective control over financial reporting given the changes that are needed to adopt such standards.

The creditworthiness of our reinsurers may change before we can recover amounts to which we are entitled. Any such failure to pay by our reinsurers could have a material adverse effect on our business, financial condition and results of operations. One of our reinsurers is in receivership, which is associated with small blocks of business that are in runoff.

The loss of service of members of our senior management team due to disability, death, retirement or some other cause, or inadequate succession planning and talent management, could reduce our ability to successfully motivate the independent sales representatives or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations.

The loss of service of members of our senior management team for any reason and without adequate succession planning and talent management could reduce our ability to successfully motivate the independent sales representatives or implement our business plan which could have a material adverse effect on our business, financial condition and results of operations.

The organization of provincial and territorial securities regulators (collectively referred to as the “Canadian Securities Administrators” or “CSA”) published final rule amendments to prohibit upfront sales commissions by fund companies for the sale of mutual funds offered under a prospectus in Canada (“DSC Ban”). Final amendments became effective on June 1, 2022.

The organization of provincial and territorial securities regulators (collectively referred to as the Canadian Securities Administrators (“CSA”)) implemented rule amendments that prohibit up-front sales commissions by fund companies for the sale of mutual funds offered under a prospectus in Canada (the “DSC Ban”), effective June 1, 2022.

Our mortgage distribution business is highly regulated and subject to various federal, state and provincial laws and regulations in the U.S. and Canada. Changes in, non-compliance with, or violations of, such laws and regulations could affect the cost or our ability to distribute our products and could adversely affect our business, financial condition and results of operations.

Changes in, non-compliance with, or violations of, such laws and regulations could affect the cost or our ability to distribute our products and could adversely affect our business, financial condition and results of operations. Our U.S. mortgage brokerage business is subject to a wide array of laws at the federal, state, and local levels.

The U.S. independent sales representatives are subject to federal and state regulation as well as state licensing requirements. PFS Investments, which is regulated as a broker-dealer and registered investment advisor, and U.S. sales representatives are currently subject to general anti-fraud limitations under the Exchange Act and SEC rules and regulations, as well as other conduct standards prescribed by the FINRA.

PFS Investments, which is regulated as a broker-dealer and registered investment adviser, and U.S. sales representatives are currently subject to general anti-fraud limitations under the Securities Exchange Act of 1934, as amended, the Investment Advisers Act of 1940 (the “Investment Advisers Act”) and SEC rules and regulations, as well as other conduct standards prescribed by the FINRA.

A decision by one or more of our fund companies, annuities companies, or managers to alter or discontinue their current arrangements with us, or a change in law or regulation that compels us to alter or discontinue such arrangements, would materially adversely affect our business, financial condition and results of operations. 29 The Company’s or the securities-licensed independent sales representatives’ violations of, or non-compliance with, laws and regulations of the securities business could expose us to material liabilities.

However, in the event of main campus destruction, our business recovery plan may be inadequate, and our employees and the independent sales representatives may be unable to carry out their work immediately, which could have a material adverse effect on our business, financial condition and results of operations. e-TeleQuote, with its main campus in Clearwater, Florida, has a separate business recovery and/or disaster recovery plan, which, in the event of e-TeleQuote’s main campus destruction, could be inadequate and could have a material adverse effect on e-TeleQuote’s business, financial condition and results of operations. 35 Risks Related to Information Technology and Cybersecurity If one of our, or a third-party partner’s, significant information technology systems fails, if its security is compromised, or if the Internet becomes disabled or unavailable, our business, financial condition and results of operations may be materially adversely affected.

The efforts, personality and leadership of our senior managers have been, and will continue to be, critical to our success. Many of our most senior managers have been with the Company many years and we expect increased instances of retirement in 2023 and 2024 among this very tenured employee group.

The efforts, level of engagement, and leadership of our senior managers have been, and will continue to be, critical to our success. Many of our most senior managers are very tenured and we expect increased instances of retirement in 2024 and 2025.

These standards generally require that broker-dealers, investment advisors, and their sales representatives disclose conflicts of interest that might affect the advice or recommendations they provide and require them to make suitable investment recommendations to their customers. In 2019, the SEC adopted rules addressing the standards of conduct applicable to broker-dealers and investment advisers and their associated persons (collectively, “Reg BI”).

These standards generally require that broker-dealers, investment advisers, and their sales representatives disclose and mitigate conflicts of interest that might affect the advice or recommendations they provide and require them to make investment recommendations in the best interest of customers.

Firms and insurance representatives are required to ensure that transactions are suitable and consistent with the customer’s “best interest”. In early 2020, the NAIC approved revisions to the Suitability in Annuity Transactions Model Regulation (“NAIC Annuities Best Interest Rule”) requiring producers to act in the “best interest” of consumers when recommending an annuity.

In early 2020, the NAIC approved revisions to the Suitability in Annuity Transactions Model Regulation (“NAIC Annuities Best Interest Rule”) requiring insurance producers to act in the “best interest” of consumers when recommending an annuity. Most states have adopted, and others are proposing to adopt, the NAIC Annuities Best Interest Rule.

Several states have adopted, and others are proposing to adopt, the NAIC Annuities Best Interest Rule. The NY Amended Suitability Rule and the NAIC Annuities Best Interest Rule impose a higher standard of care, enhanced disclosure, and other obligations with respect to life and/or annuities recommendations, which may increase our regulatory or litigation risk.

The NY Amended Suitability Rule and the NAIC Annuities Best Interest Rule impose a higher standard of care than previously required, enhanced disclosure, and other obligations with respect to life and/or annuities recommendations, which may increase our regulatory or litigation risk. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business.

Currently, in the United States, the power to regulate insurance resides almost exclusively with the states, which grant state insurance regulators broad powers to regulate almost all aspects of our insurance business.

Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our stockholders. Currently, in the United States, the power to regulate insurance resides almost exclusively with the states, which grant state insurance regulators broad powers to regulate almost all aspects of our insurance business.

Ratings agencies may change their internal models, effectively increasing or decreasing the amount of statutory capital our insurance subsidiaries must hold to maintain their current ratings. Ratings agencies also may downgrade the ratings of securities held in our insurance subsidiaries’ portfolios, which could result in a reduction of our insurance subsidiaries’ statutory capital and surplus and RBC.

Ratings agencies also may downgrade the ratings of securities held in our insurance subsidiaries’ portfolios, which could result in a reduction of our insurance subsidiaries’ statutory capital and surplus and RBC.

We test goodwill for impairment at least annually. In 2022, we recognized goodwill impairment charges in our Senior Health business segment as discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The failure of e-TeleQuote to achieve anticipated revenue and earnings levels could result in additional goodwill impairment charges.

We test goodwill for impairment at least annually. As of December 31, 2023, we have recognized cumulative goodwill impairment charges in our Senior Health business segment of $136.0 million. The failure of e-TeleQuote to achieve anticipated revenue and earnings levels could result in additional goodwill impairment charges. See “Item 1A.

… 75 more changes not shown on this page.

Item 2. Properties

Properties — owned and leased real estate

542 edited+215 added−133 removed393 unchanged

2022 filing

2023 filing

Biggest changeOur results of operations for the years ended December 31, 2022, 2021, and 2020 were as follows: Year ended December 31, 2022 vs. 2021 change 2021 vs. 2020 change (1) 2022 2021 2020 (1) $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 3,230,120 $ 3,122,148 $ 2,907,149 $ 107,972 3 % $ 214,999 7 % Ceded premiums (1,629,892 ) (1,616,264 ) (1,580,766 ) 13,628 * 35,498 2 % Net premiums 1,600,228 1,505,884 1,326,383 94,344 6 % 179,501 14 % Commissions and fees 944,676 1,042,813 751,271 (98,137 ) (9 )% 291,542 39 % Investment income net of investment expenses 156,987 142,795 141,287 14,192 10 % 1,508 1 % Interest expense on surplus note (63,922 ) (62,207 ) (57,473 ) 1,715 3 % 4,734 8 % Net investment income 93,065 80,588 83,814 12,477 15 % (3,226 ) (4 )% Realized investment gains (losses) 1,444 4,665 1,359 (3,221 ) * 3,306 * Other investment gains (losses) (2,439 ) 1,207 (6,355 ) (3,646 ) * 7,562 * Investment gains (losses) (995 ) 5,872 (4,996 ) (6,867 ) * 10,868 * Other, net 83,159 74,575 61,069 8,584 12 % 13,506 22 % Total revenues 2,720,133 2,709,732 2,217,541 10,401 * 492,191 22 % Benefits and expenses: Benefits and claims 665,749 722,753 615,569 (57,004 ) (8 )% 107,184 17 % Amortization of DAC 356,143 251,179 224,321 104,964 42 % 26,858 12 % Sales commissions 462,764 522,308 376,636 (59,544 ) (11 )% 145,672 39 % Insurance expenses 235,405 202,605 188,117 32,800 16 % 14,488 8 % Insurance commissions 30,261 34,532 32,134 (4,271 ) (12 )% 2,398 7 % Contract acquisition costs 68,431 52,788 - 15,643 30 % 52,788 * Interest expense 27,237 30,618 28,839 (3,381 ) (11 )% 1,779 6 % Goodwill impairment loss 60,000 76,000 - (16,000 ) (21 )% 76,000 * Loss on extinguishment of debt - 8,927 - (8,927 ) * 8,927 * Other operating expenses 320,394 296,851 245,195 23,543 8 % 51,656 21 % Total benefits and expenses 2,226,384 2,198,561 1,710,811 27,823 1 % 487,750 29 % Income before income taxes 493,749 511,171 506,730 (17,422 ) (3 )% 4,441 1 % Income taxes 125,775 139,191 120,566 (13,416 ) (10 )% 18,625 15 % Net income 367,974 371,980 386,164 (4,006 ) (1 )% (14,184 ) (4 )% Net income (loss) attributable to noncontrolling interests (5,038 ) (1,377 ) - (3,661 ) (266 )% (1,377 ) * Net income attributable to Primerica, Inc. $ 373,012 $ 373,357 $ 386,164 $ (345 ) * $ (12,807 ) (3 )% (1) Refer to the 2021 MD&A for discussions of 2020 items and comparisons between 2021 and 2020 financial results. * Less than 1% or not meaningful Total revenues.

Biggest changeOur results of operations for the years ended December 31, 2023, 2022, and 2021 were as follows: Year ended December 31, 2023 vs. 2022 change 2022 vs. 2021 change 2023 2022 2021 $ % $ % (Dollars in thousands) Revenues: Direct premiums $ 3,312,125 $ 3,230,120 $ 3,122,148 $ 82,005 3 % $ 107,972 3 % Ceded premiums (1,651,811 ) (1,629,892 ) (1,616,264 ) 21,919 1 % 13,628 * Net premiums 1,660,314 1,600,228 1,505,884 60,086 4 % 94,344 6 % Commissions and fees 950,416 944,676 1,042,813 5,740 * (98,137 ) (9 )% Investment income net of investment expenses 201,311 156,987 142,795 44,324 28 % 14,192 10 % Interest expense on surplus note (65,474 ) (63,922 ) (62,207 ) 1,552 2 % 1,715 3 % Net investment income 135,837 93,065 80,588 42,772 46 % 12,477 15 % Realized investment gains (losses) (645 ) 1,444 4,665 (2,089 ) * (3,221 ) * Other investment gains (losses) (5,251 ) (2,439 ) 1,207 (2,812 ) * (3,646 ) * Investment gains (losses) (5,896 ) (995 ) 5,872 (4,901 ) * (6,867 ) * Other, net 75,020 83,159 74,575 (8,139 ) (10 )% 8,584 12 % Total revenues 2,815,691 2,720,133 2,709,732 95,558 4 % 10,401 * Benefits and expenses: Benefits and claims 642,979 632,403 602,007 10,576 2 % 30,396 5 % Future policy benefits remeasurement (gain) loss (384 ) 1,626 1,297 (2,010 ) * 329 * Amortization of DAC 275,816 261,629 238,270 14,187 5 % 23,359 10 % Sales commissions 457,444 462,764 522,308 (5,320 ) (1 )% (59,544 ) (11 )% Insurance expenses 235,460 235,405 202,605 55 * 32,800 16 % Insurance commissions 34,222 30,261 34,532 3,961 13 % (4,271 ) (12 )% Contract acquisition costs 55,233 68,431 52,788 (13,198 ) (19 )% 15,643 30 % Interest expense 26,594 27,237 30,618 (643 ) (2 )% (3,381 ) (11 )% Goodwill impairment loss - 60,000 76,000 (60,000 ) * (16,000 ) * Loss on extinguishment of debt - - 8,927 - * (8,927 ) * Other operating expenses 336,647 320,394 296,851 16,253 5 % 23,543 8 % Total benefits and expenses 2,064,011 2,100,150 2,066,203 (36,139 ) (2 )% 33,947 2 % Income before income taxes 751,680 619,983 643,529 131,697 21 % (23,546 ) (4 )% Income taxes 175,079 152,953 167,544 22,126 14 % (14,591 ) (9 )% Net income 576,601 467,030 475,985 109,571 23 % (8,955 ) (2 )% Net income (loss) attributable to noncontrolling interests - (5,038 ) (1,377 ) 5,038 * (3,661 ) * Net income attributable to Primerica, Inc. $ 576,601 $ 472,068 $ 477,362 $ 104,533 22 % $ (5,294 ) (1 )% * Less than 1% or not meaningful 2023 compared to 2022 Total revenues.

Adams has served as the Chief Executive Officer of Primerica Life Insurance Canada since 2003. He previously served Primerica Life Canada as Chief Financial Officer and before that as Vice President of Finance. Before joining Primerica, Mr. Adams served as the Director of Finance of a major Canadian university and Treasurer of an insurance group of companies.

Adams has served as the Chief Executive Officer of Primerica Life Canada since 2003. He previously served Primerica Life Canada as Chief Financial Officer and before that as Vice President of Finance. Before joining Primerica, Mr. Adams served as the Director of Finance of a major Canadian university and Treasurer of an insurance group of companies.

Our ability to increase the size of the independent sales force (“independent sales representatives” or “independent sales force”) is largely based on the success of the sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance.

Our ability to increase the size of the independent sales force (“independent sales representatives” or “independent sales force”) is largely based on the success of the independent sales force’s recruiting efforts as well as training and motivating recruits to get licensed to sell life insurance.

Key assumptions used to develop these estimates include projected revenue, expenses, and cash flows, weighted average cost of capital, estimates of customer turnover rates, estimates of terminal values, forward-looking estimates of peer company values, and assessment of the probabilities of the earnout metrics.

Key assumptions used to develop these estimates include projected revenue, expenses, cash flows, weighted average cost of capital, estimates of customer turnover rates, estimates of terminal values, forward-looking estimates of peer company values, and assessment of the probabilities of the earnout metrics.

We reverse credit losses previously recognized in the allowance in situations where the estimate of credit losses on those securities has declined. We do not consider the length of time an available-for-sale security has been in an unrealized loss position when estimating credit losses.

We reverse credit losses previously recognized in the allowance for credit losses in situations where the estimate of credit losses on those securities has declined. We do not consider the length of time an available-for-sale security has been in an unrealized loss position when estimating credit losses.

Insurance expenses increased in 2022 from 2021 due to higher costs associated with growth in the sales force and the business and higher employee compensation costs. Also contributing to the increase were higher costs associated with adding the previously postponed biennial convention to our normal cycle of sales force leadership events. Insurance commissions.

Insurance expenses. Insurance expenses increased in 2022 from 2021 due to higher costs associated with growth in the sales force and the business and higher employee compensation costs. Also contributing to the increase were higher costs associated with adding the previously postponed biennial convention to our normal cycle of sales force leadership events. Insurance commissions.

Operating Activities. Cash provided by operating activities increased in 2022 from 2021. Although net income decreased slightly during 2022, cash generated from operating activities increased as it excludes non-cash charges such as amortization of deferred policy acquisition costs, goodwill impairments and renewal commissions tail adjustments.

Cash provided by operating activities increased in 2022 from 2021. Although net income decreased slightly during 2022, cash generated from operating activities increased as it excludes non-cash charges such as amortization of deferred policy acquisition costs, goodwill impairments and renewal commissions tail adjustments.

Under the terms of the Shareholders’ Agreement, the Company agreed to purchase, and the noncontrolling equity holders agreed to sell, the remaining 20 % stake over a period of up to four years through a series of call and put rights.

The guidelines and the charters of our Board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com , and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. I tem 10. Directors, Executive Officers and Corporate Governance.

The Corporate Governance Guidelines and the charters of our Board committees are available in the corporate governance subsection of the investor relations section of our website, www.primerica.com , and are also available in print upon written request to the Corporate Secretary, Primerica, Inc., 1 Primerica Parkway, Duluth, GA 30099. I tem 10. Directors, Executive Officers and Corporate Governance.

For a list of executive officers, see “Part I, Item X. Information About Our Executive Officers and Certain Significant Employees” included elsewhere in this report, included elsewhere in this report.

For a list of executive officers, see “Part I, Item X. Information About Our Executive Officers and Certain Significant Employees”, included elsewhere in this report.

GAAP requires us to make estimates and assumptions that affect financial statement balances, revenues and expenses and cash flows, as well as the disclosure of contingent assets and liabilities. Management considers available facts and knowledge of existing circumstances when establishing the estimates included in our financial statements.

R-2) Incorporated by reference to Exhibit 4.4 to Primerica’s Current Report on Form 8-K filed November 19, 2021 (Commission File No. 001-34680). 4.6 Description of Registrant's Securities Incorporated by reference to Exhibit 4.4 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2020 filed March 1, 2021 (Commission File No. 001-34680). 10.1 Amended and Restated Credit Agreement , dated as of June 22, 2021between the Registrant, the Lenders referred to therein, and Wells Fargo Bank, National Association Incorporated by reference to Exhibit 10.1 to Primerica’s Current Report on Form 8-K filed June 24, 2021 (Commission File No. 001-34680). 10.2 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc.

R-2) Incorporated by reference to Exhibit 4.4 to Primerica’s Current Report on Form 8-K filed November 19, 2021 (Commission File No. 001-34680). 4.6 Description of Registrant's Securities Incorporated by reference to Exhibit 4.4 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2020 filed March 1, 2021 (Commission File No. 001-34680). 10.1 Amended and Restated Credit Agreement, dated as of June 22, 2021 between the Registrant, the Lenders referred to therein, and Wells Fargo Bank, National Association Incorporated by reference to Exhibit 10.1 to Primerica’s Current Report on Form 8-K filed June 24, 2021 (Commission File No. 001-34680). 10.2 Tax Separation Agreement dated as of March 30, 2010 by and between the Registrant and Citigroup Inc.

Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category primarily include less liquid mortgage- and asset-backed securities and equity securities.

Level 3 consists of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and models using significant inputs not based on, nor corroborated by, readily available market information. Valuations for this category primarily consist of non-binding broker quotes. Financial instruments in this category could include less liquid mortgage- and asset-backed securities and equity securities.

We lease general office space for our e-TeleQuote subsidiary's headquarters in Clearwater, Florida, under a lease expiring in October 2024. This office space is primarily used by the Senior Health segment. 42 We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations for the foreseeable future. I TEM 3.

We lease general office space for our e-TeleQuote subsidiary’s headquarters in Clearwater, Florida, under a lease expiring in October 2024. This office space is primarily used by the Senior Health segment. We believe that our existing facilities in the U.S. and Canada are adequate for our current requirements and for our operations for the foreseeable future. I TEM 3.

Tail revenue adjustments can be positive or negative and we recognize positive adjustments to revenue when we do not believe it is probable that a significant reversal of cumulative revenue will occur. CAC per approved policy. Results are also driven by the costs of acquisition, which is defined as the total direct costs incurred per approved policy.

Tail revenue adjustments can be positive or negative, and we recognize positive adjustments to revenue when we do not believe it is probable that a significant reversal of cumulative revenue will occur. 57 CAC per approved policy. Results are also driven by the costs of acquisition, which is defined as the total direct costs incurred per approved policy.

For available-for-sale securities in an unrealized loss position that we do not intend to sell or it is not more-likely-than-not that we will be required to sell before the expected recovery of the amortized cost basis, we recognize the portion of the impairment that is due to a credit loss in our consolidated statements of income through an allowance.

The decrease in the effective tax rate in 2022 was driven by a smaller non-cash goodwill impairment charge that is not deductible for income tax purposes, state income tax benefits at e-TeleQuote and revaluation of Canadian deferred tax assets as a result of a Canadian statutory rate increase. Net income (loss) attributable to noncontrolling interests.

The decrease in the effective tax rate in 2022 was driven by a smaller non-cash goodwill impairment charge that is not deductible for income tax purposes, state income tax benefits at e-TeleQuote and revaluation of Canadian deferred tax assets as a result of a Canadian statutory tax rate increase. 64 Net income (loss) attributable to noncontrolling interests.

Depreciation is recognized on a straight-line basis over the asset’s estimated useful life, which is estimated as follows: Estimated Useful Life Data processing equipment and software 3 to 7 years Leasehold improvements Lesser of 15 years or remaining life of lease Furniture and other equipment 5 to 15 years Depreciation expense is included in other operating expenses in the accompanying consolidated statements of income.

We earn transfer agent recordkeeping fees for administrative functions we perform on behalf of several of our mutual fund providers. An individual client account may include multiple fund positions for which we earn transfer agent recordkeeping fees. We may also receive fees earned for non-bank custodial services that we provide to clients with retirement plan accounts. 54 Sales mix.

Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We classify and disclose all invested assets carried at fair value in one of the three fair value measurement categories prescribed by U.S. GAAP.

The adjustments, which were booked in 2021 and 2022, resulted from the Company’s reassessment of the estimates made by 113 e-TeleQuote for the variable consideration expected for approved policies as of the Acquisition Date. The reassessment of estimates involved the implementation of an enhanced algorithmic model for processing historical lapse data and forecasting future policy duration curves.

The adjustments, which were booked in 2021 and 2022, resulted from the Company’s reassessment of the estimates made by e-TeleQuote for the variable consideration expected for approved policies as of the Acquisition Date. The reassessment of estimates involved the implementation of an enhanced algorithmic model for processing historical lapse data and forecasting future policy duration curves.

Performance Stock Unit Award Agreement under the Primerica, Inc. 2020 Omnibus Incentive Plan (2021 awards). Incorporated by reference to Exhibit 10.26 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2021 filed March 1, 2022 (Commission File No. 001-34680). 10.27* Form of Primerica, Inc.

Pitts earned his B.S.B.A. degree in general business from the University of Arkansas. He serves on the board of directors of the Boy Scouts of America Atlanta Area Council. 43 Set forth below is biographical information concerning certain significant employees, who are elected by our Board of Directors. John A.

Pitts earned his B.S.B.A. degree in general business from the University of Arkansas. He serves on the board of directors of the Boy Scouts of America Atlanta Area Council. Set forth below is biographical information concerning certain significant employees, who are elected by our Board of Directors. John A.

The discounted cash flow analysis included key assumptions such as the weighted average cost of capital (“WACC”), long-term growth rate, and projected operating results such as approved policies, lifetime value of commissions, contract acquisition costs, operating expenses, collections of renewal commissions receivable, and utilization of net operating losses for income tax purposes.

The discounted cash flow analysis included key assumptions such as the weighted average cost of capital, long-term growth rate and projected operating results such as approved policies, lifetime value of commissions, contract acquisition costs, operating expenses, collections of renewal commissions receivable, and utilization of net operating losses for income tax purposes.

Analyses that we perform to determine whether an impairment is due to a credit loss or other factors involve the use of estimates, assumptions, and subjectivity. We evaluate a number of quantitative and qualitative factors when determining the credit loss on individual securities, including issuer-specific risks as well as relevant macroeconomic risks.

Analyses that we perform to determine whether an impairment is due to a credit loss or other factors involve the use of estimates, assumptions, and subjectivity. We evaluate a number of quantitative and qualitative factors when determining the credit loss on 61 individual securities, including issuer-specific risks as well as relevant macroeconomic risks.

This approach to estimating the commissions expected to be collected for each cohort involves the 110 evaluation of various factors, including but not limited to, contracted commission rates, disenrollment experience and renewal persistency rates. We recognize revenue for approved applications during the period by applying the latest estimated constrained LTV.

This approach to estimating the commissions expected to be collected for each cohort involves the evaluation of various factors, including but not limited to, contracted commission rates, disenrollment experience and renewal persistency rates. We recognize revenue for approved applications during the period by applying the latest estimated constrained LTV.

Employee Restricted Stock Unit Award Agreement under the Primerica, Inc. 2020 Omnibus Incentive Plan (2021 awards) Incorporated by reference to Exhibit 10.29 to Primerica’s Annual Report on Form 10-K for the year ended December 31, 2021 (Commission File No. 001-34680) 10.30* Form of U.S.

Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. Income Taxes . We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, as well as foreign jurisdictions, most notably Canada.

Due to the difficulty of estimating costs of litigation, actual costs may be substantially higher or lower than any amounts reserved. 88 Income Taxes . We are subject to the income tax laws of the United States, its states, municipalities, and certain unincorporated territories, as well as foreign jurisdictions, most notably Canada.

Asset-based marketing and 109 distribution commissions recognized during the current period are almost exclusively attributable to distinct performance obligations satisfied to mutual fund companies and annuity providers in previous periods. Investment Advisory and Administrative Services. We provide investment advisory and administrative services over time to investors in the managed investments program we offer.

Asset-based marketing and distribution commissions recognized during the current period are almost exclusively attributable to distinct performance obligations satisfied to mutual fund companies and annuity providers in previous periods. Investment Advisory and Administrative Services. We provide investment advisory and administrative services over time to investors in the managed investments program we offer.

In addition, the Company revised the estimate for renewal commission rate escalation assumptions in accordance with its accounting policy for determining constraints of variable consideration. As a result, the Company recognized a purchase price allocation adjustment to decrease renewal commissions receivable and deferred tax liability with a corresponding increase to goodwill.

In addition, the Company revised the estimate for renewal commission rate escalation assumptions in accordance 122 with its accounting policy for determining constraints of variable consideration. As a result, the Company recognized a purchase price allocation adjustment to decrease renewal commissions receivable and deferred tax liability with a corresponding increase to goodwill.

We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. The market return on the deposit asset is reflected in net 96 investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements.

We make contributions to the deposit asset during the life of the agreement to fulfill our responsibility of funding the economic reserve. The market return on the deposit asset is reflected in net investment income during the life of the agreement. Prime Re is responsible for ensuring that there are sufficient assets to meet all statutory requirements.

Represents the excess of the Senior Health reporting unit’s carrying value over its estimated fair value. • Loss on extinguishment of debt. Consists primarily of the make whole premium paid in 2021 to extinguish senior notes issued in 2012 prior to the scheduled 2022 maturity date. • Other operating expenses .

Under the Revolving Credit Facility, we incur a 130 commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.10 % to 0.225 % per annum of the aggregate amount of the $ 200.0 million commitment of the lenders under the Revolving Credit Facility that remains undrawn.

Under the Revolving Credit Facility, we incur a commitment fee that is payable quarterly in arrears and is determined by our debt rating. This commitment fee ranges from 0.10 % to 0.225 % per annum of the aggregate amount of the $ 200.0 million commitment of the lenders under the Revolving Credit Facility that remains undrawn.

This office space is primarily used by the Term Life Insurance, Investment and Savings Products and Corporate and Other Distributed Products segments. We lease general office space for our NBLIC subsidiary in Long Island City, New York under a lease expiring in March 2030. This office space is primarily used by the Corporate and Other Distributed Products segment.

This office space is primarily used by the Term Life Insurance, Investment and Savings Products and Corporate and Other Distributed Products segments. 43 We lease general office space for our NBLIC subsidiary in Long Island City, New York under a lease expiring in March 2030. This office space is primarily used by the Corporate and Other Distributed Products segment.

As a result, 2022 includes a full year of operations compared to only six months in 2021. Partially offsetting the increase in marketing development revenue was lower year-over-year amounts earned during AEP in connection with lower year-over-year AEP sales volumes in 2022 versus 2021. Contract acquisition costs.

As a result, 2022 includes a full year of operations compared to only six months in 2021. Partially offsetting the increase in marketing development revenue was lower year-over-year amounts earned during AEP in connection with lower year-over-year AEP approved sales volumes in 2022 versus 2021. Contract acquisition costs.

The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, and stock payment awards, as well as cash-based awards. In addition 103 to time-based vesting requirements, awards granted under the OIP may also be subject to specified performance criteria.

The OIP provides for the issuance of equity awards, including stock options, stock appreciation rights, restricted stock, deferred stock, RSUs, PSUs, and stock payment awards, as well as cash-based awards. In addition to time-based vesting requirements, awards granted under the OIP may also be subject to specified performance criteria.

We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We presently intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses.

We may alter our reinsurance practices at any time due to the unavailability of YRT reinsurance at attractive rates or the availability of alternatives to reduce our risk exposure. We intend to continue ceding approximately 90% of our U.S. and Canadian mortality risk on new business. Expenses.

(the “Parent Company”), together with its subsidiaries (collectively, “we”, “us” or the “Company”), is a leading provider of financial products to middle-income households in the United States and Canada through a network of independent contractor sales representatives (“independent sales representatives” or “independent sales force”).

(the “Parent Company”), together with its subsidiaries (collectively, “we”, “us” or the “Company”), is a leading provider of financial products and services to middle-income households in the United States and Canada through a network of independent contractor sales representatives (“independent sales representatives” or “independent sales force”).

The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability.

The Parent Company, Primerica Life, and Vidalia Re share the power to direct the activities of the LLC with Hannover Re, but they do not have the obligation to absorb losses or the right to receive any residual returns related to the LLC’s primary risks or sources of variability.

I tem 11. Executive Compensation. The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference: • Board of Directors — Board Committees — Compensation Committee; • Board of Directors — Director Compensation; and • Executive Compensation (excluding the information under the subheading Pay Versus Performance).

Adams has provided industry leadership as a board member of the Investment Funds Institute of Canada (the mutual fund industry association) since 2005, having served as its Board Chairman from 2015 to 2017. He has also served as a board member of the Federation of Mutual Fund Dealers. Michael C.

Adams has provided industry leadership as a board member of the Investment Funds Institute of Canada (the mutual fund industry association) since 2005, having served as its Board Chairman from 2015 to 2017. He also serves as a board member of the Federation of Mutual Fund Dealers. Michael C.

Fees for these services, which are based on a percentage of client assets in the managed investments program, become known and are charged to investors during the same reporting period in which the daily investment advisory and administrative services are performed. Shareholder Services.

We earn marketing and distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory and administrative fees on assets in managed investments.

We earn marketing and distribution fees (trail commissions or, with respect to U.S. mutual funds, 12b-1 fees) on mutual fund and annuity assets in the United States and Canada. In the United States, we also earn investment advisory and 56 administrative fees on assets in managed investments.

We also analyze the financial condition of the reinsurers, as determined by third-party rating agencies, to determine the probability of default for the reinsurers. We then utilize a third-party credit default study to calculate an expected credit loss given default rate or recovery rate.

We also analyze the financial condition of the reinsurers, as determined by third-party rating agencies, to determine the probability of default for the reinsurers. We then utilize a third-party credit default study to calculate an 85 expected credit loss given default rate or recovery rate.

If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is 94 unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary.

If there is a known pricing error, we will request a reassessment by the pricing service. If the pricing service is unable to perform the reassessment on a timely basis, we will determine the appropriate price by requesting a reassessment from an alternative pricing service or other qualified source as necessary.

Insurance commissions decreased in 2022 from 2021 as a result of higher non-deferrable sales force promotional activities offered in 2021 to incentivize the independent sales force during the COVID-19 pandemic. 62 Investment and Savings Products Segment.

Asset-based commissions were relatively flat for 2022 and were consistent with the movement in asset-based revenues, excluding the Canadian segregated funds revenue. Asset-based expenses for our Canadian segregated funds are reflected within insurance commissions and amortization of DAC. Other operating expenses.

Asset-based commissions were relatively flat for 2022 and were consistent with the movement in asset-based revenues, 66 excluding the Canadian segregated funds revenue. Asset-based expenses for our Canadian segregated funds are reflected within insurance commissions and amortization of DAC. Other operating expenses.

NBLIC’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the Vermont Department of Financial Regulation (“Vermont DOI”).

NBLIC’s statutory financial statements are prepared on the basis of accounting practices prescribed or permitted by the NAIC or the New York State Department of Financial Services, while the statutory financial statements of Peach Re and Vidalia Re are prepared on the basis of accounting practices prescribed or permitted by 115 the NAIC or the Vermont Department of Financial Regulation (“Vermont DOI”).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I, II, III, and IV (collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules I, II, III and IV (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.

There could be situations where new facts or circumstances, that were not available at the time of the initial estimate, may indicate that the expected renewal commissions are higher or lower than our renewal commissions receivable.

There could be situations where new facts or circumstances, that were not available 89 at the time of the initial estimate, may indicate that the expected renewal commissions are higher or lower than our renewal commissions receivable.

(D) Revolving Credit Facility On June 22, 2021, we amended and restated our unsecured $ 200.0 million revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks. The Revolving Credit Facility has a scheduled termination date of June 22, 2026.

On June 22, 2021, we amended and restated our unsecured $ 200.0 million revolving credit facility (“Revolving Credit Facility”) with a syndicate of commercial banks. The Revolving Credit Facility has a scheduled termination date of June 22, 2026 .

Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 001-34680). 121 10.9 Reinsurance Trust Agreement dated as of June 23, 2022 between Swiss Re Life and Health America Inc., as Grantor, and Primerica Life Insurance Company, as Beneficiary, and The Bank of New York Mellon, as Trustee Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 001-34680). 10.10 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon.

Incorporated by reference to Exhibit 10.2 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 001-34680). 131 10.9 Reinsurance Trust Agreement dated as of June 23, 2022 between Swiss Re Life and Health America Inc., as Grantor, and Primerica Life Insurance Company, as Beneficiary, and The Bank of New York Mellon, as Trustee Incorporated by reference to Exhibit 10.3 to Primerica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 001-34680). 10.10 10% Coinsurance Economic Trust Agreement dated March 29, 2010 among Primerica Life Insurance Company, Prime Reinsurance Company, Inc. and The Bank of New York Mellon.

Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period.

Ceded claims are treated as a reduction to direct benefits and are recognized when the claim is incurred on a direct basis. Ceded policy benefit reserve changes are also treated as a reduction to benefits and claims expense and are recognized during the applicable financial reporting period.

Premiums from insurance contracts we underwrite, fees received from segregated funds insurance contracts, and income earned on our invested assets are excluded from the definition of revenues from contracts with customers in accordance with U.S. GAAP.

Exhibit Number Description Reference 2.1 Share Purchase Agreement, dated as of April 18, 2021, by and among the Registrant, Primerica Newco, Inc., EteleQuote Limited, the Selling Shareholders named therein, and Fortis Advisors, LLC Incorporated by reference to Exhibit 2.1 to Primerica’s Current Report on Form 8-K filed April 19, 2021 (Commission File No. 001-34680). 120 2.2 Amendment to Share Purchase Agreement dated as of June 30, 2021, between the Registrant, Primerica Newco, Inc., EteleQuote Limited, the Selling Shareholders named therein, and Fortis Advisors, LLC Incorporated by reference to Exhibit 2.2 to Primerica’s Current Report on Form 8-K filed July 1, 2021 (Commission File No. 001-34680) 3.1 Amended and Restated Certificate of Incorporation of the Registrant.

Exhibit Number Description Reference 2.1 Share Purchase Agreement, dated as of April 18, 2021, by and among the Registrant, Primerica Newco, Inc., ETeleQuote Limited, the Selling Shareholders named therein, and Fortis Advisors, LLC Incorporated by reference to Exhibit 2.1 to Primerica’s Current Report on Form 8-K filed April 19, 2021 (Commission File No. 001-34680). 130 2.2 Amendment to Share Purchase Agreement dated as of June 30, 2021, between the Registrant, Primerica Newco, Inc., ETeleQuote Limited, the Selling Shareholders named therein, and Fortis Advisors, LLC Incorporated by reference to Exhibit 2.2 to Primerica’s Current Report on Form 8-K filed July 1, 2021 (Commission File No. 001-34680) 3.1 Amended and Restated Certificate of Incorporation of the Registrant.

We also experience seasonally higher demand in the first quarter due to the Medicare Open Enrollment Period from January 1 st to March 31 st , which allows individuals to switch Medicare Advantage plans.

We also experience seasonally higher demand in the first quarter due to the Medicare Open Enrollment Period (“OEP”) from January 1 st to March 31 st , which allows individuals to switch Medicare Advantage plans.

In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. e-TeleQuote is a senior health insurance distributor of Medicare-related insurance plans. e-Tele-Quote collects cash receipts over a number of years after selling a plan, while the cash outflow for commission expense and other acquisition costs to sell the plans are generally recognized at the time of enrollment.

In later policy years, cash received from the maturity or sale of invested assets is used to pay claims in excess of level term premiums received. e-TeleQuote is a senior health insurance distributor of Medicare-related insurance plans. e-TeleQuote collects cash receipts over a number of years after selling a plan, while the cash outflow for commission expense and other acquisition costs to sell the plans are generally recognized at the time of enrollment.

Report of Independent Regist ered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement schedules I, II, III, and IV (collectively, the consolidated financial statements).

Report of Independent Regist ered Public Accounting Firm To the Stockholders and Board of Directors Primerica, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Primerica, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules I, II, III and IV (collectively, the consolidated financial statements).

Deferred tax assets are 57 recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse.

Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not applicable to the periods in which we expect the temporary difference will reverse.

Costs that are not directly charged or allocated to our three primary operating segments are included in the Corporate and Other Distributed Products segment. 60 Primerica, Inc. and Subsidiaries Results.

Costs that are not directly charged or allocated to our three primary operating segments are included in the Corporate and Other Distributed Products segment. Primerica, Inc. and Subsidiaries Results.

Examples of changes in the sales mix that influence our results include the following: • sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower upfront revenues or, in the case of managed investments and segregated funds, no upfront revenues; • sales of a higher proportion of managed investments, Canadian mutual funds, and segregated funds products will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning upfront revenues based on product sales; and • sales of a higher proportion of mutual fund products sold will impact the timing and amount of revenue we earn given the distinct transfer agent recordkeeping and non-bank custodial services we provide for certain mutual fund products we distribute.

Examples of changes in the sales mix that influence our results include the following: • sales of annuity products in the United States will generate higher revenues in the period such sales occur than sales of other investment products that either generate lower up-front revenues or, in the case of managed investments and segregated funds, no up-front revenues; • sales of a higher proportion of managed investments, Canadian mutual funds, and segregated funds products will spread the revenues generated over time because we earn higher revenues based on assets under management for these accounts each period as opposed to earning up-front revenues based on product sales; and • sales of a higher proportion of mutual fund products sold in the United States will impact the timing and amount of revenue we earn given the distinct transfer agent recordkeeping and non-bank custodial services we provide for certain mutual fund products we distribute.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

From August 2014 she has been responsible for sales force growth and increased product distribution through the training and development of financial services representatives in the United States, Canada, Puerto Rico and Guam. In addition, Ms. Seman augments Primerica’s strategic markets which include African American, Hispanic, Partnership and Women with a focus on personal financial education and entrepreneurship.

From August 2014 she has been responsible for sales force growth and increased product distribution through the training and development of financial services representatives in the United States, Canada, Puerto Rico and Guam. In addition, Ms. Seman supports Primerica’s strategic markets which include African American, Hispanic, Partnership and Women with a focus on personal financial education and entrepreneurship.

We believe that recruitment and licensing levels are important to independent sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the independent sales force.

We believe that recruitment and licensing levels are important 49 to independent sales force trends, and growth in recruiting and licensing is usually indicative of future growth in the overall size of the independent sales force.

The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to the Term Life Insurance or Investment and Savings Products segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility (“Revolving Credit Facility”), as well as realized gains and losses on our invested asset portfolio.

The Corporate and Other Distributed Products segment also includes corporate income and expenses not allocated to our other segments, general and administrative expenses (other than expenses that are allocated to the Term Life Insurance, Investment and Savings Products, or Senior Health segments), interest expense on notes payable, redundant reserve financing transactions and our revolving credit facility (“Revolving Credit Facility”), as well as realized gains and losses on our invested asset portfolio.

(the “Parent Company”) and its subsidiaries (collectively, “we”, “us” or the “Company”) for the three-year period ended December 31, 2022. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs.

(the “Parent Company”) and its subsidiaries (collectively, “we”, “us” or the “Company”) for the three-year period ended December 31, 2023. As a result, the following discussion should be read in conjunction with the consolidated financial statements and accompanying notes that are included herein. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs.

We also involved valuation professionals with specialized skills and knowledge who assisted in (1) assessing the valuation approach, including the weighting applied to each approach, and (2) evaluating the discount rate by testing management’s process for developing the fair value of the Company’s Senior Health reporting unit. /s/ KPMG LLP We have served as the Company’s auditor since 2007.

We also involved valuation professionals with specialized skills and knowledge who assisted in: • assessing the valuation approach, including the weighting applied to each approach, and • evaluating the discount rate by testing management’s process for developing the fair value of the Company’s Senior Health reporting unit. /s/ KPMG LLP We have served as the Company’s auditor since 2007.

The Company uses an estimated useful life of 15 years as our relationships with health insurance carriers are not expected to turn over rapidly because these relationships are in-depth, non-exclusive, and pay-for-performance. Intangible asset amortization expense was $ 10.3 million and $ 5.5 million in 2022 and 2021, respectively.

The Company uses an estimated useful life of 15 years as our relationships with health insurance carriers are not expected to turn over rapidly because these relationships are in-depth, 86 non-exclusive, and pay-for-performance. Intangible asset amortization expense was $ 10.5 million, $ 10.3 million, and $ 5.5 million in 2023, 2022 , and 2021, respectively.

The primary economic purpose of these investments is to achieve a satisfactory return on capital through the receipt of tax credits. Our qualified affordable housing project investments are accounted for using the proportional amortization method of accounting. During the year ended December 31, 2022 and 2021, the amount of income tax benefits recognized from these investments was insignificant.

The primary economic purpose of these investments is to achieve a satisfactory return on capital through the receipt of tax credits. Our qualified affordable housing project investments are accounted for using the proportional amortization method of accounting. During the year ended December 31, 2023 and 2022, the amount of income tax benefits recognized from these investments was insignificant .

There is no significant change that is reasonably possible to occur within twelve months of the reporting date. The major tax jurisdictions in which we operate are the United States and Canada. We are currently open to tax audit by the Internal Revenue Service for the year ended December 31, 2019 and thereafter for federal income tax purposes.

Meanwhile, the second and third quarters experience seasonally lower demand as the focus for submitted policies is limited to participants that are dual eligible (Medicare and Medicaid), qualify for a special enrollment period, recently aged into Medicare or are enrolling off of an employer-sponsored plan, and other less common situations.

Meanwhile, the second and third quarters experience seasonally lower demand as the focus for submitted policies is limited to beneficiaries that are dual eligible (Medicare and Medicaid), qualify for a special enrollment period, recently aged into Medicare or are enrolling off of an employer-sponsored plan, and other less common situations.

We earn recordkeeping fees for transfer agent recordkeeping services that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement plan accounts. See Note 18 (Revenue from Contracts with Customers) for details related to our commission and fees revenues recognition policies.

We earn recordkeeping fees for transfer agent recordkeeping services that we perform on behalf of several of our mutual fund providers and custodial fees for services performed as a non-bank custodian of our clients’ retirement plan accounts. See Note 19 (Revenue from Contracts with Customers) for details related to our commission and fees revenues recognition policies.

We also maintain interest obligations for interest on our Senior Notes, the commitment fee on our Revolving Credit Facility, the financing charges related to an issued letter of credit, fees paid for the credit enhancement feature on the LLC Note and a finance charge incurred pursuant to one of our IPO coinsurance agreements as of December 31, 2022.

Financial instruments in this category primarily include: cash equivalents and short-term investments in U.S. treasury securities; certain public and private corporate fixed-maturity and equity securities; government or agency securities; and certain mortgage- and asset-backed securities; and • Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Financial instruments in this category could include: cash equivalents and short-term investments in U.S. treasury securities; certain public and private corporate fixed-maturity and equity securities; government or agency securities; and certain mortgage- and asset-backed securities; and • Level 3. Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Incorporated by reference to Exhibit 99.6 to Primerica's Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.40* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand.

Incorporated by reference to Exhibit 99.6 to Primerica's Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.38* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Ms. Alison S. Rand.

Incorporated by reference to Exhibit 99.7 to Primerica's Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.42* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts.

Incorporated by reference to Exhibit 99.7 to Primerica's Current Report on Form 8-K filed January 5, 2015 (Commission File No. 001-34680). 10.40* Amendment dated as of November 17, 2015 to the Amended and Restated Employment Agreement, dated as of January 2, 2015, between the Registrant and Mr. Gregory C. Pitts.

We utilize the expected value approach to do this, incorporating a combination of historical lapse data and effective commission rates to estimate forecasted renewal consideration. We apply a constraint on our estimate of renewal commissions so that it is probable that a significant reversal in the amount of cumulative revenue will not occur.

We utilize the expected value approach for this estimate, incorporating a combination of historical lapse data and effective commission rates to estimate forecasted renewal consideration. We apply a constraint on our estimate of renewal commissions so that it is probable that a significant reversal in the amount of cumulative revenue will not occur.

Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. 67 Cash Flows.

Additionally, we believe that cash flows from our businesses and potential sources of funding will sufficiently support our long-term liquidity needs. Cash Flows.

One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2022. Net exposure was measured assuming a 10% decrease in the value of the Canadian dollar relative to the U.S. dollar.

One means of assessing exposure to changes in Canadian currency exchange rates is to model the effects on reported income using a sensitivity analysis. We analyzed our Canadian currency exposure for the year ended December 31, 2023. Net exposure was measured assuming a 10% decrease in the value of the Canadian dollar relative to the U.S. dollar.

In those situations, the expected renewal commissions receivable will be written down or up to its revised expected value by adjustments to revenue, which we refer to as tail revenue adjustments. Refer to Note 18 (Revenue from Contracts with Customers) for detail related to commissions and fees revenues recognized by e-TeleQuote. Benefits and Expenses .

In those situations, the expected renewal commissions receivable will be written down or up to its revised expected value by adjustments to revenue, which we refer to as tail revenue adjustments. Refer to Note 19 (Revenue from Contracts with Customers) for detail related to commissions and fees revenues recognized by e-TeleQuote. Benefits and Expenses .

… 810 more changes not shown on this page.

Top changes in Primerica, Inc.'s 2023 10-K

Item 1A. Risk Factors

Item 2. Properties

Other PRI 10-K year-over-year comparisons