a50153382.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 7, 2012
PRIMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-34680
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27-1204330
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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(770) 381-1000
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On February 7, 2012, Primerica, Inc. (the “Company”) announced its results of operations for the quarter ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent expressly set forth by specific reference in any such filings.
Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company presents certain non-GAAP financial measures. Specifically, the Company presents operating revenues, operating income before income taxes, net operating income and adjusted stockholders’ equity. Operating revenues, operating income before income taxes and net operating income exclude the impact of realized investment gains and losses for all periods presented. Operating income before income taxes and net operating income exclude the expense associated with our IPO-related equity awards for all periods presented. In full year 2011, the fourth quarter of 2010 and full year 2010, operating revenues, operating income before income taxes and net operating income also exclude the impact of certain reinsurance recoveries which previously had not been recognized due to the uncertain nature of their recovery. In full year 2010, operating revenues, operating income before income taxes and net operating income also give effect to the Citi reinsurance and reorganization transactions as if they had occurred on January 1, 2010. Adjusted stockholders’ equity excludes the impact of net unrealized gains and losses on invested assets for all periods presented.
We exclude these items because they are considered unusual and not indicative of our ongoing operations. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by other companies. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. Furthermore, management believes that these non-GAAP financial measures may provide users with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. These measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.
Reconciliations of non-GAAP to GAAP financial measures are included as attachments to the press release which has been posted in the “Investor Relations” section of our website at http://investors.primerica.com.
Item 7.01 Regulation FD Disclosure.
On February 7, 2012, the Company posted to the “Investor Relations” section of its website certain supplemental financial information relating to the quarter ended December 31, 2011. A copy of the supplemental financial information is attached hereto as Exhibit 99.2.
The information provided pursuant to this Item 7.01, including Exhibit 99.2 in Item 9.01, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act, except to the extent expressly set forth by specific reference in any such filings.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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99.1
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Press Release dated February 7, 2012 – Primerica Reports Full Year and Fourth Quarter 2011 Results
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99.2
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Primerica, Inc. Supplemental Financial Information – Fourth Quarter 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 7, 2012
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PRIMERICA, INC.
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/s/ Alison S. Rand |
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Alison S. Rand
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Executive Vice President and Chief
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Financial Officer |
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated February 7, 2012 – Primerica Reports Full Year and Fourth Quarter 2011 Results
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99.2
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Primerica, Inc. Supplemental Financial Information – Fourth Quarter 2011
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