About Primerica

Primerica, Inc. is a leading provider of financial products and services to middle-income households in the United States and Canada. The company had 141,572 life insurance-licensed sales representatives as of December 31, 2023. These independent licensed representatives (independent sales representatives or independent sales force) assist its clients in meeting their needs for term life insurance, which it underwrites, and mutual funds, annuities, managed investments, Medicare-related insurance products and other financial products, which it distributes primarily on behalf of third parties. The company insured approximately 5.7 million lives and had approximately 2.9 million client investment accounts as of December 31, 2023. The company’s clients are the friends, family members and personal acquaintances of the sales representatives. The company provides an entrepreneurial business opportunity for individuals to distribute financial products. Low entry fees, as well as the ability to select their own schedules and time commitments allow independent sales representatives to supplement their income by starting their own businesses without leaving their current jobs. The company intends to leverage the independent sales force to meet client needs, which will drive long-term value for all of its stakeholders. Strategy The company’s strategy during 2023 was organized across four primary areas: maximizing independent sales force growth, leadership and productivity; broadening and strengthening its protection product portfolio, including term life insurance and third-party products; becoming the middle-income market’s provider of choice for retirement and investment products; and developing powerful digital capabilities that deepen its client relationships and extend its reach in the market. Subsidiaries The company conducts its core business activities in the United States through four principal entities, all of which are direct or indirect wholly owned subsidiaries of the company: Primerica Financial Services, LLC (PFS), its general agency and marketing company; Primerica Life Insurance Company (Primerica Life), its principal life insurance underwriting company; PFS Investments Inc. (PFS Investments), its principal investment and savings products company, broker-dealer and registered investment advisor; and e-TeleQuote Insurance, Inc. (e-TeleQuote), a distributor of Medicare-related insurance products underwritten by third-party health insurance carriers. Primerica Life is domiciled in Tennessee, and its wholly owned subsidiary, National Benefit Life Insurance Company (NBLIC), is a New York-domiciled life insurance underwriting company. The company conducts its core business activities in Canada through three principal entities, all of which are indirect wholly owned subsidiaries of the company: Primerica Life Insurance Company of Canada (Primerica Life Canada), its Canadian life insurance underwriting company; PFSL Investments Canada Ltd. (PFSL Investments Canada), its Canadian licensed mutual fund dealer; and PFSL Fund Management Ltd. (PFSL Fund Management), its Canadian investment funds manager. Clients The company’s clients are generally middle-income consumers, which it defines as households with $30,000 to $130,000 of annual income. Distribution Model The company’s distribution model is a modified traditional insurance agency model designed to reach and serve middle-income consumers efficiently through the independent sales force. Senior Health Distribution In the United States, the company’s subsidiary e-TeleQuote distributes Medicare-related insurance products to eligible Medicare beneficiaries and enrolls them in coverage utilizing e-TeleQuote’s team of licensed health insurance agents. e-TeleQuote’s licensed health insurance agents are employees of e-TeleQuote. These licensed health insurance agents utilize both third-party and e-TeleQuote’s proprietary technology, including telephony, relationship management, lead analytics, and plan comparison tools, to enroll beneficiaries in eligible Medicare plans. e-TeleQuote’s licensed health insurance agents are full-time employees who are motivated through compensation systems that track performance and reward them accordingly. This compensation system includes an hourly wage plus an incentive compensation component based on individual sales performance and key performance indicators, which include policy retention. The company provides sales support through the sourcing and screening of leads, allowing its licensed health insurance agents to maximize time spent with potential enrollees, as well as through technology that provides relationship management, lead analytics, and plan comparisons for licensed health insurance agents to facilitate the enrollment of beneficiaries in eligible Medicare plans. e-TeleQuote manages the licensing, certification and training process through its dedicated health insurance licensing team and technology platform for regulatory compliance. Continuing education is provided annually to ensure that the company’s licensed health insurance agents are up to date with carrier updates, compliance and technology. In order to market Medicare-related insurance products, e-TeleQuote’s licensed health insurance agents are required to hold a state-issued license to market health insurance products within that state. Each agent holds a resident license from the state in which they are based and acquires non-resident licenses for each of the other states in which they conduct business. In order to obtain an initial resident license, prospective e-TeleQuote licensed health insurance agents are required to complete online or classroom training and pass a comprehensive state licensing exam covering health insurance product features and benefits, risk management and health insurance regulations. Non-resident licenses are issued by states on the basis of reciprocity as long as the agent is in good standing with their resident state, as well as upon payment of a license fee. Once licensed to sell health insurance by state agencies, e-TeleQuote’s licensed health insurance agents need to be certified annually by a health insurance carrier to sell that carrier’s products. State law may also require agents to be appointed by a health insurance carrier as the carrier’s agent. Such certification involves online classes and testing for subject matters such as the basics of Medicare, fee-for-service plan eligibility and benefits, different types of plans, enrollment processes and requirements, marketing compliance, anti-money laundering, fraud, waste, and abuse detection and reporting. The certification process can take up to 40 hours of classes and testing before an agent will be allowed to sell Medicare plans. e-TeleQuote has developed an internal regulatory compliance system that tracks requirements for agent licensing, agent continuing education, agent appointment by carrier, carrier mandated certifications and Centers for Medicare and Medicaid Services (CMS) mandated certifications. e-TeleQuote’s compliance officer manages, implements, and oversees all aspects of agent compliance, including the quality assurance testing of sales calls. Segments The company operates through four segments: Term Life Insurance; Investment and Savings Products; Senior Health; and Corporate and Other Distributed Products. Term Life Insurance Through its three life insurance subsidiaries – Primerica Life, NBLIC and Primerica Life Canada – the company offers term life insurance to clients in the United States, its territories, the District of Columbia and Canada. Term life insurance provides a guaranteed death benefit if the insured dies during the fixed coverage period of an in-force policy, thereby providing financial protection for user named beneficiaries in return for the periodic payment of premiums. Term insurance products, which are sometimes referred to as pure protection products, have no savings or investment features. The company designs its term life insurance products to be easily understood by, and meet the needs of, its clients. Clients purchasing the company’s term life insurance products generally seek stable, longer-term income protection products for themselves and their families. In response to this demand, the company offers term life insurance products with initial level-premium coverage periods that range from 10 to 35 years and a wide range of coverage face amounts. Policies remain in-force until expiration of the coverage period or until the policyholder ceases to make premium payments and terminates the policy. The company’s in-force term life insurance policies have level premiums for the stated term period. As such, the policyholder pays the same amount each year. After the initial policy term, the policyholder has the option to continue coverage by renewing or exchanging their contract. Both options result in higher premiums due to the policyholder’s more advanced age. In October 2022, the company introduced its new generation of life insurance products in all jurisdictions except New York where it continuea to sell its legacy term life insurance products. The Primerica PowerTerm (PowerTerm) product is the company’s rapid issue term life product that provides for face amounts of up to $300,000 (local currency). PowerTerm allows an independent sales representative to submit an application via TurboApps, during which the company collects information compliant with the Fair Credit Reporting Act (FCRA) from external data sources to inform the underwriting process. The company uses this data and the client’s responses to application questions to determine any additional underwriting requirements. Results of these processes are reported in real time to the company’s underwriting system, which then determines whether or not it can rapidly issue a policy. The company also offers its Primerica PrecisionTerm (PrecisionTerm) product, which is its traditionally underwritten term insurance product for face amounts in excess of $150,000 (local currency). PrecisionTerm allows an independent sales representative to submit an application via TurboApps. The company then collects information from external data sources that are traditional in nature, excluding credit scores. Most applicants are required to undergo traditional paramedical testing requirements to complete the underwriting process; however, certain applicants may have testing waived based on application and external data information. Policies with face amounts less than or equal to $300,000 and greater than $150,000 may be issued as either PowerTerm or PrecisionTerm products depending on the underwriting method the insured prefers. Claims Management: The company’s insurance subsidiaries processed over 18,800 life insurance benefit claims in 2023 on policies underwritten by it and sold by independent sales representatives. During the COVID-19 pandemic, the company experienced elevated claims due to the premature deaths of its insureds. Claims fall into three categories: death, waiver of premium (applicable to disabled policyholders who purchased this benefit for which the company agrees to waive life insurance premiums during a qualifying disability), or terminal illness. Investment and Savings Products Many middle-income families have significant unmet retirement and savings needs. Independent sales representatives help the company’s clients understand their current financial situations and how they can use time-tested financial principles, such as prioritizing personal savings, to reach their savings goals. The company’s product offerings include saving and investment vehicles that seek to meet the needs of clients in all stages of life. Through PFS, PFS Investments, Primerica Life Canada, PFSL Investments Canada, and licensed sales representatives, the company distributes and sells to its clients a variety of investment products: mutual funds; managed investments; variable, index-linked, fixed and fixed indexed annuities; and segregated funds. As of December 31, 2023, approximately 25,272 sales representatives were licensed to distribute mutual funds in the United States (including Puerto Rico) and Canada. As of December 31, 2023, approximately 13,420 sales representatives were licensed and appointed to distribute annuities in the United States and approximately 10,087 sales representatives were licensed to sell segregated funds in Canada. Mutual Funds: In the United States, licensed sales representatives primarily distribute mutual funds from selected asset management firms that are on the company’s proprietary platform. The selected firms have diversified product offerings, including domestic and international equity, fixed-income and money market funds. Each firm continually evaluates its fund offerings and adds new funds on a regular basis. Additionally, their product offerings reflect diversified asset classes and varied investment styles. These selected asset management firms provide funds that meet the investment needs of the company’s clients. During 2023, Franklin Templeton, Invesco, American Funds and Fidelity collectively accounted for approximately 98% of the company’s mutual fund sales in the United States. Franklin Templeton and Invesco each have large wholesaling teams that support the sales force in distributing their mutual fund products. The company’s selling agreements with these firms all have indefinite terms and provide for termination at will. A wholly owned indirect subsidiary of the Parent Company and affiliate of PFS Investments, Primerica Shareholder Services, Inc. (PSS), provides transfer agent recordkeeping services to investors who purchase shares of mutual funds offered by certain of its fund families through PFS Investments. In exchange for these services, PSS receives recordkeeping and account maintenance fees from the applicable fund company. PSS has retained BNY Mellon Asset Servicing to perform the necessary transfer agent recordkeeping services for these accounts on its proprietary SuRPAS system. PFS Investments serves as the Internal Revenue Service (IRS) approved non-bank custodian for customers that open individual retirement accounts (IRAs) (or certain other retirement accounts) with PFS Investments and invest in shares of mutual funds offered by certain of its fund families. For these services, PFS Investments receives an annual custodian fee. As a result of Canadian regulatory changes, in July 2022 PFSL Investments Canada’s services became focused on acting as the exclusive principal distributor for two families of mutual funds (the PD Funds) that are managed by well-established, unrelated investment fund managers. The PD Funds are the AGF Platform Funds, which consist of a range of mutual funds managed by AGF Investments Inc. (AGF); and the Mackenzie FuturePath Funds, which consist of a range of mutual funds managed by Mackenzie Financial Corporation. PFSL Investments Canada has an exclusive right to distribute the PD Funds and, as a principal distributor, it markets the PD Funds through its representatives. PFSL Investments Canada representatives no longer recommend other mutual funds (the Legacy Canada Mutual Funds) that were previously available for purchase through PFSL Investments Canada. Like its the U.S. fund family, the PD Funds asset management partners it has chosen in Canada have a diversified offering of equity, fixed-income and money market funds, including domestic and international funds with a variety of investment styles. The regulatory changes continue to be examined by Canadian regulators and may be modified. In addition to the PD Funds, under limited circumstances, PFSL Investments Canada can offer investments in the Legacy Canada Mutual Funds, which include the Primerica-branded Concert Series funds and other non-proprietary funds. PFSL Fund Management is the Investment Fund Manager of the Concert Series funds. These limited circumstances primarily consist of pre-authorized purchases made pursuant to a systemic investment plan for existing clients. The company’s Concert Series funds consist of five different asset allocation funds and a money market fund with varying investment objectives. Each Concert Series fund is a fund of funds that allocates fund assets among equity, income and money market mutual funds of AGF. The asset allocation within each Concert Series fund is determined on an advisory contract basis by an independent portfolio adviser. A key part of the company’s investment philosophy for its clients is the long-term benefits of dollar cost averaging through systematic investing. To accomplish this, the company assists its clients by facilitating monthly contributions to their investment accounts by bank drafts against their checking accounts for as little as $25 per month. During the year ended December 31, 2023, average client assets held in individual retirement accounts in the United States and Canada accounted for an estimated 73% and 65% of total average client account assets, respectively. The Canadian counterpart to IRAs in the United States are Registered Retirement Savings Plans (RRSPs). Managed Investments: PFS Investments (doing business as Primerica Advisors) is a registered investment advisor in the United States, and it offers a managed investments program, Primerica Advisors Lifetime Investment Program (the Lifetime Investment Program), which the company launched in 2017. The Lifetime Investment Program is a robust advisory offering designed for clients who have at least $25,000 of investable assets. It provides the company’s customers access to investment models designed and managed by several unaffiliated investment advisers. PFS Investments, as sponsor and portfolio manager of the program, evaluates models for inclusion in the program and conducts ongoing due diligence of the models and unaffiliated investment advisers made available through the program. As of December 31, 2023, the company used 11 unaffiliated investment advisers. Primerica Brokerage Services, Inc. (PBSI), a wholly owned affiliate of Primerica, is the introducing broker-dealer for customer accounts managed through the Lifetime Investment Program. Pershing LLC (Pershing), an unaffiliated clearing firm, provides custody, trade execution, clearing, settlement and related services through a fully disclosed clearing agreement with PBSI. Variable Annuities: U.S. securities licensed sales representatives also distribute variable annuities issued by American General Life Insurance Company and its affiliates Corebridge), Equitable Financial Life Insurance Company (Equitable Life), Lincoln National Life Insurance Company and its affiliates (Lincoln National) and Brighthouse Life Insurance Company (Brighthouse Life). Variable annuities are insurance products that enable the company’s clients to invest in accounts with attributes similar to mutual funds, but also have benefits not found in mutual funds, including death benefits that protect beneficiaries from losses due to a market downturn and income benefits that guarantee future income payments for the life of the policyholder(s). The company also offers index-linked annuities issued by Equitable Life, Brighthouse Life and Lincoln National. Index-linked annuities are insurance contracts that provide investors with potential growth, subject to a cap, and partial downside protection against losses. Gains and losses are measured over a fixed period, typically three to six years, based on the performance of a securities index. Although linked to an index, an investment in these contracts does not involve ownership of any underlying portfolio securities by the client. Each of these companies bears the insurance risk on its variable annuities and index-linked variable annuities that the company distributes. Fixed Indexed Annuities: The company offers fixed indexed annuity products in the U.S. through Lincoln National, Corebridge and Universal Life Insurance Company (Universal Life) (Puerto Rico). These products combine safety of principal and guaranteed rates of return with additional investment options tied to equity market indices that allow for returns that move based on the performance of an index. These and other fixed annuity products give both life and securities representatives more ways to assist the company’s clients with their retirement planning needs. Fixed Annuities: In Puerto Rico, the company offers two annuity products: a fixed annuity and a fixed bonus annuity underwritten by Universal Life. These products provide guarantees against loss with several income options. Employer-Sponsored Retirement Plans: In the United States, the company also offers Employer Sponsored Retirement Plans (ESRP), such as 401(k) plans, primarily to small and medium-sized businesses. The ESRPs the company distributes are offered by a limited number of third-party providers, including American Funds Distributors, Inc., Equitable Distributors, LLC and VOYA Financial, Inc., which together account for most of its ESRP business. In addition, the company distributes 457(b) plans to governmental entities. The company’s licensed representatives generally provide educational and administrative services with respect to ESRPs, which include helping its ESRP clients understand the benefits of offering a tax-deferred retirement plan and assisting their employees to realize the need to save for retirement and the benefits of doing so in an ESRP. Segregated Funds: In Canada, the company underwrites segregated fund products, branded as its Common Sense Funds that have some of the characteristics of its variable annuity products distributed in the United States. The company’s Common Sense Funds are underwritten by Primerica Life Canada and offer its clients the ability to participate in a diversified managed investments program that can be opened for as little as $25. There are three fund products within the company’s segregated funds: the Asset Builder Funds, the Strategic Retirement Income Fund (SRIF), and a money market fund known as the Cash Management Fund. The investment objective of Asset Builder Funds is long-term capital appreciation combined with some guarantee of principal. Unlike mutual funds, the company’s Asset Builder Funds product guarantees clients at least 75% of their net contributions (net of withdrawals) at the earlier of the date of their death or at the Asset Builder Funds’ maturity date, which is selected by the client. The portfolio consists of both equities and fixed-income securities with the equity component consisting of a pool of primarily large cap Canadian and U.S. equities and the fixed-income component consisting of Canadian federal government zero coupon treasuries and government-backed floating rate notes. The portion of the Asset Builder Funds’ portfolio allocated to zero coupon treasuries are held in sufficient quantity to satisfy the guarantees payable at the maturity date of each Asset Builder Fund. As a result, the company’s potential loss exposure is very low as it comes from the guarantees payable upon the death of the client prior to the maturity date. The Cash Management Fund invests in government guaranteed short-term bonds and short-term commercial and bank papers, with the principal investment objective being the provision of interest income while maintaining liquidity and preserving capital. Investment and Savings Products Revenue: In the United States, the company earns revenue from its Investment and Savings Products business in three ways: up front commissions and payments earned on the sale of such products; trailing fees and payments earned based upon client asset values; and account-based revenue. On the sale of mutual funds (not including managed investments) and annuities, the company earns a dealer re-allowance or commission on new purchases, as well as trail commissions on the assets held in its clients’ accounts. The company also receives marketing and distribution fees from most of its mutual fund and annuity providers. These payments are typically a percentage of sales or a percentage of the clients’ total asset values, or a combination of both. For investments into the Lifetime Investment Program, the company receives an asset-based fee as compensation for the investment advisory and other administrative services it provides. Because the total amount of these fees fluctuates with the number of such accounts and positions within those accounts, the opening or closing of accounts has a direct impact on the company’s revenues. From time to time, the fund companies for which the company provides these services request that accounts or positions with small balances be closed. In Canada, the company has historically earned revenue on its mutual fund offerings in two ways: up-front commissions from fund managers under the deferred sales charge compensation model (or dealer re-allowance) on mutual fund sales and fees paid based upon client asset values (mutual fund trail commissions and investment advisory fees from Concert Series funds). As a result of Canadian regulatory changes, a new business model for the distribution of mutual funds was adopted in July 2022, pursuant to which PFSL Investments Canada acts as the exclusive principal distributor for the PD Funds. In this new principal distributor model, PFSL Investments Canada earns revenue primarily in the form of fees paid based upon client asset values, which include dealer services fees that are paid monthly to the company by clients and principal distributor fees which are paid to it on a periodic basis by the PD Fund managers. PFSL Investments Canada also has the opportunity to earn revenue from sales-based up-front commissions if such commissions are negotiated between investors and PFSL Investments Canada representatives. PFSL Investments Canada continues to earn revenue from Legacy Canada Mutual Funds in the form of up-front commissions on mutual fund sales (only if negotiated between its representative and the investor) and fees paid based upon client asset values. For its segregated fund products, the company earns revenue primarily from fees paid based upon client asset values in the form of investment advisory fees. The company may also earn deferred sales charges for early withdrawals at an annual declining rate within seven years of an investor’s original contribution for segregated funds contracts entered into prior to June 2023. As a result of certain Canadian regulatory changes that were effective in June 2023, the company no longer offer new segregated funds contracts with deferred sales charges. Senior Health In the United States, the company distributes Medicare-related insurance products to eligible Medicare beneficiaries and enroll eligible Medicare beneficiaries in coverage utilizing licensed health insurance agents through its subsidiary, e-TeleQuote (doing business as easyMed Insurance Services). These products consist of Medicare Advantage Plans and Medicare Supplement Plans. Medicare Advantage Plans are insurance policies offered by private health insurance carriers approved by CMS. These policies are fully funded by the federal government and managed by private health insurance carriers. They cover hospital care, outpatient medical services and, in some cases, additional coverage for prescription drugs, vision, hearing and dental. Medicare Supplement Plans are private health insurance without any Medicare subsidy. During 2023, UnitedHealthcare Group, Inc., Humana, Inc., Aetna Inc., Cigna, Inc. and Elevance Health, Inc. accounted for the majority of the Senior Health segment’s commissions revenues. e-TeleQuote earns commissions and fees when eligible Medicare beneficiaries are enrolled in plans offered by third-party health insurance carriers. The company is entitled to commissions at the time the initial policy is approved by the health insurance carrier and renewal commissions for as long as the policy renews. Additionally, e-TeleQuote earns consideration related to certain services it provides for purposes of selling policies on behalf of health insurance carriers. Other Distributed Products In the United States, the company distributes other products, including mortgage loans through mortgage-licensed loan originators, prepaid legal services, auto and homeowners’ insurance referrals and home automation solutions. In Canada, the company offers mortgage loan referrals, auto and homeowners’ insurance referrals and insurance offerings for small businesses. While some of these products are Primerica-branded, all of them are underwritten or otherwise provided by a third party. The company has a contractual arrangement with Rocket Mortgage, LLC (Rocket Mortgage), a mortgage lender, whereby Primerica Mortgage, LLC (Primerica Mortgage), a state-licensed mortgage broker, offers refinance mortgages and purchase-money mortgages through its mortgage loan originator licensed representatives. The company also has a program with Spring EQ LLC, a mortgage lender, whereby Primerica Mortgage offers second mortgages and home equity lines of credit through its mortgage loan originator licensed representatives. In 2023, the company continued to expand its mortgage program into new states. The company receives compensation from the mortgage lenders for each closed loan based on a fixed percentage of the loan amount (subject to regulatory maximums) for mortgage brokering services provided and pay compensation to the representatives for services rendered. The company offers its the U.S. and Canadian clients a Primerica-branded prepaid legal services program on a subscription basis that is underwritten and provided by Pre-Paid Legal Services, Inc. The prepaid legal services program offers a network of attorneys in all states, and certain provinces and territories, to assist subscribers with legal matters such as drafting wills, living wills and powers of attorney, trial defense and motor vehicle-related matters. The company receives commissions based on sales and renewals of these subscriptions. The company has a contractual arrangement with Answer Financial, Inc. (Answer Financial), an independent insurance agency, whereby U.S. sales representatives refer clients to Answer Financial to receive multiple, competitive auto and homeowners’ insurance quotes. Answer Financial’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. The company receives commissions based on completed auto and homeowners’ placement of insurance and policy renewals and pay independent sales representatives a flat referral fee for each completed application and policy renewal. The company has a contractual arrangement with Vivint, Inc. (Vivint), a company that offers homeowners in the U.S. a comprehensive suite of products and services to protect and remotely control, monitor and manage their homes using any Internet-connected smart device. The company receives commissions based on referrals that result in a subscription to Vivint’s home services and pay sales representatives a referral fee for each such subscription. In the Canadian provinces of Alberta, Ontario and British Columbia (with respect to homeowners’ insurance only), the company has an arrangement with SurexDirect.com Ltd. (Surex Direct), an independent insurance agency, whereby sales representatives refer clients to Surex Direct to receive multiple, competitive auto, commercial, and homeowners’ insurance quotes. Surex Direct’s comparative quote process allows clients to easily identify the underwriter that is most competitively priced for their type of risk. The company receives referrals based on completed auto, commercial, and homeowners’ placement of insurance and policy renewals and pay sales representatives a flat referral fee for each completed application and policy renewal. In Canada, the company has a referral program for mortgage loan products offered by third-party lenders Rocket Mortgage Canada ULC and 8Twelve Mortgage Corp. Due to regulatory requirements, sales representatives in Canada only refer clients to the lender and are not involved in the loan application and closing process. The company receives referral fees based on the funded loan amount and, in turn, pay a commission to independent sales representatives. In Canada, the company offers insurance products, including supplemental medical and dental, accidental death, and disability, to small businesses. These insurance products are underwritten and provided by The Edge Benefits Inc. and its affiliates. The company receives a commission based on sales and renewals of these policies. Regulation Insurance Business. Primerica Life, as a Tennessee-domiciled insurer, is regulated by the Tennessee Department of Commerce and Insurance and is licensed to transact business in the United States (except New York), the District of Columbia and most U.S. territories. NBLIC, as a New York-domiciled life insurance underwriting company and a wholly owned subsidiary of Primerica Life, is regulated by the New York State Department of Financial Services (NYDFS) and is licensed to transact business in all 50 U.S. states, the District of Columbia and the U.S. Virgin Islands. The company’s U.S. insurance subsidiaries are required to file certain annual, quarterly and periodic reports with the supervisory agencies in the jurisdictions in which they do business, and their business and accounts are subject to examination by such agencies at any time. These examinations generally are conducted under National Association of Insurance Commissioners (NAIC) guidelines. Under the rules of these jurisdictions, insurance companies are examined periodically (generally every three to five years) by one or more of the supervisory agencies on behalf of the states in which they do business. The company’s most recent examinations of the financial condition and affairs of Primerica Life and NBLIC, as well as Peach Re, Inc. (Peach Re) and Vidalia Re, Inc. (Vidalia Re), special purpose financial captive insurance companies and wholly owned subsidiaries of Primerica Life, performed by the respective domiciliary state insurance departments as of December 31, 2019, were completed during 2021 with no material findings or recommendations noted. Primerica Life Canada is federally incorporated and provincially licensed and is required to file periodic reports with Canadian regulatory agencies. It transacts business in all Canadian provinces and territories. Primerica Life Canada is regulated federally by the Office of the Superintendent of Financial Institutions Canada (OSFI) and provincially by the Superintendents of Insurance for each province and territory. Canadian federal and provincial insurance laws regulate all aspects of the company’s Canadian insurance business. OSFI regulates insurers’ corporate governance, financial and prudential oversight, and regulatory compliance, while provincial and territorial regulators oversee insurers’ market conduct practices and related compliance. In addition to federal and provincial oversight, Primerica Life Canada is also subject to the guidelines set out by the Canadian Life and Health Insurance Association (CLHIA). Investment and Savings Products Business PFS Investments is registered with, and regulated by, FINRA and the Securities and Exchange Commission (SEC) as a broker-dealer. PFS Investments operates as an introducing broker-dealer, which does not hold client accounts. As an investment adviser, PFS Investments is registered with and is regulated by the SEC. PFS Investments also is subject to regulation by the Department of Labor (DOL) with respect to certain retirement plans, and by state securities agencies. With respect to the company’s managed investments offerings, PFS Investments provides clearing services through PBSI, a wholly owned broker-dealer. PBSI provides custody, trade execution, clearing, settlement and other services for customer assets invested through the Lifetime Investment Program. PBSI subcontracts its services through a fully disclosed clearing agreement with Pershing. PFS Investments is registered in all 50 U.S. states and certain territories. All aspects of PFS Investments’ business are regulated, including sales methods and charges, trade practices, the use and safeguarding of customer securities, capital structure, recordkeeping, data protection, conduct and supervision of registered representatives. PFS Investments is required to file quarterly reports as well as annual audited financial statements with the SEC pursuant to Section 17 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 17a-5 thereunder. As part of filing these reports, PFS Investments is subject to minimum net capital requirements, as mandated by Rule 15c3-1 of the Exchange Act. In the United States, clients acquire securities products from PFS Investments in either a brokerage or advisory relationship. In a brokerage relationship, a PFS Investments registered representative making recommendations is subject to a best interest standard under SEC regulations and FINRA rules and, in some cases, state rules. PFS Investments markets mutual funds and variable annuities on a brokerage basis. In an advisory relationship, namely its managed investment offerings, PFS Investments and its investment advisory representative have a fiduciary obligation to the client and conduct ongoing monitoring of the client’s investments. PFS Investments’ sales representatives making recommendations with respect to retirement accounts also may have fiduciary obligations under DOL regulations. PFS Investments is also approved as a non-bank custodian under IRS regulations and, in that capacity, may act as a custodian or trustee for certain retirement accounts. In addition, PFS Investments is an SEC-registered investment advisor and, under the name Primerica Advisors, offers managed investment programs. In most states, independent sales representatives are required to obtain an additional license to offer these programs. PBSI is registered with, and regulated by, FINRA and the SEC, and is registered in all 50 U.S. states and certain territories. PBSI operates as the introducing broker-dealer for the accounts managed through the Lifetime Investment Program and does not hold customer accounts. PBSI introduces all accounts to Pershing, an unaffiliated clearing firm that provides order execution, custody, clearing, settlement and related services to PBSI’s customers. PBSI filed monthly reports beginning in April 2023 as a first year broker-dealer and is required to file annual audited financial statements with the SEC pursuant to Section 17 of the Exchange Act, and Rule 17a-5 thereunder. PBSI is subject to minimum net capital requirements as mandated by Rule 15c3-1 of the Exchange Act. PSS is registered with the SEC as a transfer agent and, accordingly, is subject to SEC rules and examinations. Acting in this capacity, PSS and third-party vendors employed by PSS are responsible for certain client investment account shareholder services. PFSL Investments Canada is a mutual fund dealer registered with and regulated by the Canadian Investment Regulatory Organization (CIRO), the national self-regulatory organization that overseas all investment dealers, mutual fund dealers and trading activity on Canada's debt and equity marketplaces. PFSL Investments Canada is also registered with provincial and territorial securities commissions throughout Canada (collectively referred to as the Canadian Securities Administrators (CSA)). As a registered mutual fund dealer, PFSL Investments Canada performs the suitability review of mutual fund investment recommendations, and like the company’s the U.S. broker-dealers, it does not hold client accounts. PFSL Investments Canada is subject to the rules and regulations established by the CSA for the sale of securities, which include standards of conduct for the firm and its sales representatives. PFSL Investments Canada is required to file monthly and annual financial statements and reports with CIRO that are prepared to comply with the prescribed CIRO reporting requirements. CIRO has established a risk adjusted capital standard for mutual fund dealers. Its formula is designed to provide advance warning of a member encountering difficulties. If a mutual fund dealer falls below specified levels, then restrictions would apply until rectified, including not being able to act on certain matters without prior written consent from CIRO. PFSL Investments Canada sales representatives are required to be registered in the provinces and territories in which they do business, including regulation by the Autorite des marches financiers in Quebec, and are also subject to regulation by CIRO. These regulators have broad administrative powers, including the power to limit or restrict the conduct of the company’s business and impose censures or fines for failure to comply with the law or regulations. PFSL Fund Management in Canada is registered as an Investment Fund Manager in connection with the company’s Concert Series mutual funds and is regulated by provincial securities commissions. PFSL Fund Management is required to file quarterly and annual financial statements with the Ontario Securities Commission (OSC) prepared to meet the requirements of National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, based on the financial reporting framework specified in National Instrument 52-107, Acceptable Accounting Principles and Auditing Standards. PFSL Fund Management is required to maintain a minimum level of capital and file its quarterly and annual calculation of excess working capital with the OSC. As an Investment Fund Manager, PFSL Fund Management is required to file periodic reports with provincial and territorial securities commissions throughout Canada for its Concert™ Series mutual funds. Such reports include semi-annual and annual financial statements prepared in accordance with IFRS. As the segregated funds are separate accounts of Primerica Life Canada, the segregated funds are also regulated by OSFI and included as part of the quarterly and annual financial statement filings for Primerica Life Canada. In addition, the segregated funds are also subject to the guidelines set out by the CLHIA. Senior Health Business e-TeleQuote has a compliance function that is accountable to state insurance regulators, health insurance carriers and CMS at the federal level. The CMS Medicare Communication and Marketing Guidelines prescribe specific details of marketing to and interactions with Medicare beneficiaries and those soon to be Medicare eligible. e-TeleQuote digitally records all telephone calls with potential and current beneficiaries and stores them for requested retrieval by health insurance carriers or CMS as required. The Health Insurance Portability and Accountability Act (HIPAA) limits the use and disclosure of certain individually identifiable health information and requires the implementation of administrative, physical and technological safeguards to protect such information. As a provider of services subject to HIPAA, it is permitted to use and disclose certain protected health information to provide the company’s services to existing customers and for other limited purposes, but other uses and disclosures such as marketing communications require authorization from the applicant or must meet an exception specified in the HIPAA privacy regulations. Mortgage Brokerage Business In the United States, state mortgage banking, brokering and lending laws regulate the company’s mortgage brokerage business. In the United States, Primerica Mortgage is regulated at the state and local level by state banking commissioners and other equivalent regulators and at the federal level principally by the Consumer Financial Protection Bureau. The company’s mortgage brokerage business must comply with the laws, rules and regulations, as well as judicial and administrative decisions, in all of the jurisdictions in which it is licensed to offer mortgage loans, as well as an extensive body of federal laws and regulations. In addition, the company’s mortgage brokerage business is subject to various other federal laws, including the Truth In Lending Act and its implementing regulation, Regulation Z, the Equal Credit Opportunity Act and its implementing regulation, Regulation B, the Fair Housing Act and the Home Ownership Equity Protection Act. The company is also subject to the Real Estate Settlement Procedures Act and its implementing regulation, Regulation X, which requires timely disclosures related to the nature and costs of real estate settlement amounts and limits those costs and compensation to amounts reasonably related to the services performed. The company is also subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations. In Canada, the company’s loan activities are more limited and the sales representatives only provide mortgage loan referrals to Rocket Mortgage Canada ULC and 8Twelve Mortgage Corp. The sales representatives are not required to obtain mortgage loan licensure from any regulatory entity to make these referrals. Other Laws and Regulations The Gramm-Leach-Bliley Act (GLBA) regulates the use and disclosure of certain data that the company collects from consumers, and requires it to provide consumers with notice regarding how their nonpublic personal health and financial information is used and the opportunity to ‘opt out’ of certain disclosures before sharing such information with third parties. The Financial Consumer Agency of Canada (FCAC), a Canadian federal regulatory body, is responsible for ensuring that federally regulated financial institutions, which include Primerica Life Canada, comply with federal consumer protection laws and regulations, voluntary codes of conduct and their own public commitments. The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) is Canada’s financial intelligence unit. Its mandate includes ensuring that entities subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act comply with reporting, recordkeeping and other obligations under that act. The company is also subject to privacy laws under the jurisdiction of federal and provincial privacy commissioners and the consumer complaints provisions of federal insurance laws under the mandate of the FCAC, which requires insurers to belong to a complaints ombud-service and file a copy of their complaints handling policy with the FCAC. History Primerica, Inc. was founded in 1927. The company was incorporated in the United States as a Delaware corporation in 2009.