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Primerica, Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

PRI$299.22+3.0%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements — Unaudited

(1) Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies

Description of Business. Primerica, Inc. (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”). We assist our clients in meeting their needs for term life insurance, which we underwrite, and mutual funds, annuities, managed investments and other financial products, which we distribute primarily on behalf of third parties. Our primary subsidiaries include the following entities: Primerica Financial Services, LLC, a general agency and marketing company; Primerica Life Insurance Company (“Primerica Life”), our principal life insurance company; Primerica Financial Services (Canada) Ltd., a holding company for our Canadian operations, which includes Primerica Life Insurance Company of Canada (“Primerica Life Canada”) and PFSL Investments Canada Ltd.; and PFS Investments Inc., an investment products company and broker-dealer. Primerica Life, domiciled in Tennessee, owns National Benefit Life Insurance Company, a New York insurance company. Vidalia Re, Inc. (“Vidalia Re”) is a special purpose financial captive insurance company and wholly owned subsidiary of Primerica Life. Vidalia Re has entered into a separate coinsurance agreement with Primerica Life whereby Primerica Life has ceded certain level-premium term life insurance policies to Vidalia Re (the “Vidalia Re Coinsurance Agreement”).

Basis of Presentation. We prepare our financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). These principles are established primarily by the Financial Accounting Standards Board (“FASB”).

The accompanying unaudited condensed consolidated financial statements contain all adjustments, generally consisting of normal recurring accruals, which are necessary to fairly present the balance sheets as of June 30, 2025 and December 31, 2024, the statements of income, comprehensive income (loss), and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. Results of operations for interim periods are not necessarily indicative of results for the entire year or of the results to be expected in future periods.

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are sufficient to make the information not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”).

Use of Estimates. The preparation of financial statements in conformity with U.S. 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. The most significant items that involve a greater degree of accounting estimates and actuarial determinations subject to change in the future are the valuation of investments, deferred policy acquisition costs (“DAC”), liability for future policy benefits (“LFPB”) and corresponding amounts recoverable from reinsurers, and income taxes. Estimates for these and other items are subject to change and are reassessed by management in accordance with U.S. GAAP. Actual results could differ from those estimates.

Consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and those entities required to be consolidated under U.S. GAAP. All material intercompany profits, transactions, and balances among the consolidated entities have been eliminated.

Changes to Accounting Policies. All significant accounting policies remain unchanged from the 2024 Annual Report unless otherwise described.

Reclassifications. Certain reclassifications have been made to prior period amounts to conform to current period reporting classifications. These reclassifications had no impact on net income or total stockholders’ equity and were primarily related to discontinued operations. See Note 2 (Discontinued Operations) for more information.

New Accounting Standards Not Yet Adopted. For more information on new accounting standards not yet adopted, see Note 1 (Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) to our consolidated financial statements in our 2024 Annual Report. Other recently issued accounting guidance not discussed in our 2024 Annual Report is not applicable, is immaterial to our consolidated financial statements, or did not or is not expected to have a material impact on our business.

(2) Discontinued Operations

The Company reports the results of operations of a business as discontinued operations if (i) the business has been disposed of or is classified as held for sale; (ii) the disposal of the business represents a strategic shift that will have a major impact on the Company’s operations and financial results; (iii) the operations and cash flows of the business have been or will be eliminated from the ongoing operations of the Company as a result of the disposal; and (iv) the Company will not have any significant continuing involvement in the operations of the business after the disposal. The results of discontinued operations are reported in net income from discontinued operations in the unaudited condensed consolidated statements of income for all periods presented, commencing in the period in which the business is either disposed of or is classified as held for sale, including any gain or loss recognized on closing or adjustment of the carrying amount to fair value less costs to sell, as applicable. Assets and liabilities related to a business which meets the criteria for discontinued operations are segregated in the unaudited condensed consolidated balance sheets for the current and prior periods.

On September 30, 2024, the Company abandoned its ownership in e-TeleQuote Insurance, Inc. and subsidiaries (collectively, “e-TeleQuote”), a marketer of Medicare-related insurance products underwritten by third-party health insurance carriers to eligible Medicare beneficiaries (the “Senior Health business”), by irrevocably and permanently surrendering and relinquishing all rights in e-TeleQuote to an independent third party without receipt of consideration and with no continuing involvement in its management or operations.

The Company determined that the disposal represented a strategic shift that would have a major impact on the Company’s operations and financial results. The disposal represented a strategic shift as the Senior Health business had been designated as a separate operating segment, and the Board of Directors (“Board”) and management recognized that its previously expected impact on the Company’s operations and financial results would not be realized. Accordingly, the results of operations for the Senior Health business have been reported in discontinued operations for all periods presented in our unaudited condensed consolidated statements of income. We hadno assets or liabilities remaining from the Senior Health business on our unaudited condensed consolidated balance sheets as of June 30, 2025 or December 31, 2024. Prior year Senior Health-related balances in the notes to the unaudited condensed consolidated financial statements have been restated to remove balances and activities related to the discontinued operations except as otherwise noted.

We recognized an after-tax net gain on disposal of$2.0 million in the second half of 2024, which was comprised of the$95.8 million write-off of e-TeleQuote’s assets and liabilities as of the abandonment date and the recognition of a$97.8 million income tax benefit. The federal income tax benefit remaining to be utilized was$15.9 million and$31.8 million as of June 30, 2025 and December 31, 2024, respectively.

The major classes of line items constituting discontinued operations in the accompanying unaudited condensed consolidated statements of income were as follows:

Three months ended June 30, · Six months ended June 30,
2025 · 2024 · 2025 · 2024
(In thousands)
Revenues:
Commissions and fees$-$11,576$-$17,652
Other, net-844-1,648
Total revenues-12,420-19,300
Expenses:
Contract acquisition costs-15,724-29,257
Impairment of goodwill and other long-lived assets-253,607-253,607
Other operating expenses-8,061-15,561
Total expenses-277,392-298,425
Loss before income taxes-(264,972)-(279,125)
Income tax benefit-56,841-60,484
Loss from discontinued operations, net of income taxes$-$(208,131)$-$(218,641)

Total operating and investing cash flows of the discontinued operations were as follows, which excludes the Company’s use of$15.9 million of the total income tax benefit recognized on disposal to offset federal income tax payments during the six months ended June 30, 2025:

Six months ended June 30,
2025 · 2024
(In thousands)
Net cash provided by (used in) operating activities$-$5,049
Net cash provided by (used in) investing activities$-$(53)

(3) Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) (“OCI”), including the income tax expense or benefit allocated to each component, were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Foreign currency translation adjustments:
Change in unrealized foreign currency translation gains (losses) before income taxes$21,388$(3,817)$20,964$(13,272)
Income tax expense (benefit) on unrealized foreign currency translation gains (losses)----
Change in unrealized foreign currency translation gains (losses), net of income taxes$21,388$(3,817)$20,964$(13,272)
Unrealized gain (losses) on available-for-sale securities:
Change in unrealized holding gains (losses) arising during period before income taxes$9,794$(6,756)$46,719$(21,602)
Income tax expense (benefit) on unrealized holding gains (losses) arising during period1,897(1,395)9,806(4,716)
Change in unrealized holding gains (losses) on available-for-sale securities arising during period, net of income taxes7,897(5,361)36,913(16,886)
Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities1,566(565)1,645(572)
Income tax (expense) benefit on (gains) losses reclassified from accumulated OCI to net income329(119)345(120)
Reclassification from accumulated OCI to net income for (gains) losses realized on available-for-sale securities, net of income taxes1,237(446)1,300(452)
Change in unrealized gains (losses) on available-for-sale securities, net of income taxes and reclassification adjustment$9,134$(5,807)$38,213$(17,338)
Effect of change in discount rate assumptions on the LFPB:
Change in effect in discount rate assumptions on the LFPB before income taxes$4,406$137,798$(63,047)$305,884
Income tax expense (benefit) on the effect of change in discount rate
assumptions on the LFPB from accumulated OCI to net income1,37829,211(12,840)65,357
Change in effect in discount rate assumptions on the LFPB, net of income taxes$3,028$108,587$(50,207)$240,527

(4) Segment Information

Segments. We havetwo primary operating segments — Term Life Insurance and Investment and Savings Products. We also have a Corporate and Other Distributed Products segment. For more information on our segments, see Note 4 (Segment and Geographical Information) to our consolidated financial statements in our 2024 Annual Report.

Income (loss) before income taxes by segment, including significant expense categories, was as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Term Life Insurance segment:
Total revenues$441,834$426,944$899,676$867,357
Benefits and expenses:
Benefits and claims148,725146,268319,968310,115
Future policy benefits remeasurement (gain) loss(5,743)(4,280)(9,145)(4,600)
Amortization of DAC78,38671,916155,308142,407
Insurance expenses63,21661,476126,861123,454
Insurance commissions2,2383,7854,8879,833
Total benefits and expenses286,822279,165597,879581,209
Income before income taxes$155,012$147,779$301,797$286,148
Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Investment and Savings Products segment:
Total revenues$298,298$260,906$589,109$504,622
Expenses:
Amortization of DAC1,3681,4782,7052,679
Insurance commissions3,4683,3436,7456,743
Sales commissions:
Sales-based82,93570,509160,202133,322
Asset-based78,01066,525154,256130,733
Other operating expenses:
Fees based on client asset values11,4049,54822,31918,890
Fees based on fee-generating positions11,01510,48323,42521,909
Other expenses30,67724,23858,76650,001
Total expenses218,877186,124428,418364,277
Income before income taxes$79,421$74,782$160,691$140,345
Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Corporate and Other Distributed Products segment:
Total revenues$53,202$103,105$109,392$154,925
Benefits and expenses:
Benefits and claims3,7693,7627,3876,236
Future policy benefits remeasurement (gain) loss(152)(49)(23)325
Amortization of DAC289249579606
Insurance expenses1,1461,2092,3072,380
Insurance commissions45271243457
Sales commissions5,3465,1209,9519,237
Interest expense6,0006,09912,00512,870
Other operating expenses36,69536,23683,61983,150
Total benefits and expenses53,13852,897116,068115,261
Income (loss) before income taxes$64$50,208$(6,676)$39,664

The following table reconciles segment revenues to total revenues and segment income (loss) before income taxes to total income from continuing operations before income taxes in the unaudited condensed consolidated statements of income:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Revenues:
Term Life Insurance segment$441,834$426,944$899,676$867,357
Investment and Savings Products segment298,298260,906589,109504,622
Corporate and Other Distributed Products segment53,202103,105109,392154,925
Total revenues$793,334$790,955$1,598,177$1,526,904
Income (loss) from continuing operations before income taxes:
Term Life Insurance segment$155,012$147,779$301,797$286,148
Investment and Savings Products segment79,42174,782160,691140,345
Corporate and Other Distributed Products segment6450,208(6,676)39,664
Total income from continuing operations before income taxes$234,497$272,769$455,812$466,157

In April 2024, the Company executed agreements providing for the receipt of proceeds from certain claims filed by the Company under a Representation and Warranty insurance policy negotiated and purchased in connection with the acquisition of e-TeleQuote on July 1, 2021. The claims made by the Company involved breaches of certain representations and warranties relating to the pre-acquisition financial statements made by the sellers of e-TeleQuote in connection with the acquisition. The Company recognized a gain during the second quarter of 2024 of$50.0 million, which is equal to the aggregate proceeds received in May 2024 from the third-party insurers under the policy, reflecting the full coverage under the policy. The Company recognized this gain in Corporate and Other Distributed

Products segment revenues as it resulted from a corporate investment decision to purchase the insurance policy. On a consolidated basis, this gain is included in Other, net revenue in the accompanying unaudited condensed consolidated statements of income during the three and six months ended June 30, 2024.

The Company recorded corporate restructuring charges of$0.8 million in the second quarter of 2024 associated with the decision to exit the Senior Health business, which are included in the Corporate and Other Distributed Products segment's Other operating expenses.

Insurance expenses and other operating expenses directly attributable to the Term Life Insurance and Investment and Savings Products segments are recorded directly to the applicable segment. Other operating expenses consists primarily of employee compensation, technology and communications costs, various independent sales force-related costs, non-bank custodial and transfer agent recordkeeping administrative costs, outsourcing and professional fees, and other corporate and administrative fees and expenses. We allocate certain other revenue and operating expenses that are not directly attributable to a specific operating segment using methods expected to reasonably measure the benefit received by each reporting segment. Such methods include recorded usage, revenue distribution, and independent sales force representative distribution. These allocated items include fees charged for access to Primerica Online (“POL”) and costs incurred for technology, independent sales force support, occupancy and other general and administrative costs. Costs that are not directly charged or allocated to our two primary operating segments are included in the Corporate and Other Distributed Products segment.

(5) Investments

Available-for-sale Securities. The amortized cost, gross unrealized gains and losses, and fair value of available-for-sale (“AFS”) securities were as follows:

Amortized costGross unrealized gainsGross unrealized lossesFair value
(In thousands)
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies$9,817$57$(205)$9,669
Foreign government186,8151,700(6,079)182,436
States and political subdivisions126,677100(13,977)112,800
Corporates1,990,11319,854(90,960)1,919,007
Residential mortgage-backed securities628,7602,219(58,313)572,666
Commercial mortgage-backed securities106,388101(8,940)97,549
Other asset-backed securities206,1311,252(4,802)202,581
Total fixed-maturity securities$3,254,701$25,283$(183,276)$3,096,708
Amortized costGross unrealized gainsGross unrealized lossesFair value
(In thousands)
Securities available-for-sale, carried at fair value:
Fixed-maturity securities:
U.S. government and agencies$9,822$7$(326)$9,503
Foreign government171,0331,597(6,206)166,424
States and political subdivisions128,35996(14,886)113,569
Corporates1,929,35011,853(116,095)1,825,108
Residential mortgage-backed securities552,611536(66,590)486,557
Commercial mortgage-backed securities110,42687(11,068)99,445
Other asset-backed securities250,8821,396(6,758)245,520
Total fixed-maturity securities$3,152,483$15,572$(221,929)$2,946,126

All of our AFS mortgage- and asset-backed securities represent beneficial interests in variable interest entities (“VIEs”). We are not the primary beneficiary of these VIEs because we do not have the power to direct the activities that most significantly impact the entities’ economic performance. The maximum exposure to loss as a result of our involvement in these VIEs equals the carrying value of the securities.

The scheduled maturity distribution of the AFS fixed-maturity securities portfolio as of June 30, 2025 was as follows:

Amortized costFair value
(In thousands)
Due in one year or less$204,229$203,755
Due after one year through five years804,733795,769
Due after five years through 10 years750,594711,116
Due after 10 years553,866513,272
2,313,4222,223,912
Mortgage- and asset-backed securities941,279872,796
Total AFS fixed-maturity securities$3,254,701$3,096,708

Expected maturities may differ from scheduled contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.

Held-to-maturity Security. Concurrent with the execution of the Vidalia Re Coinsurance Agreement, Vidalia Re entered into a Surplus Note Purchase Agreement (the “Surplus Note Purchase Agreement”) with Hannover Life Reassurance Company of America and certain of its affiliates (collectively, “Hannover Re”) and a newly formed limited liability company (the “LLC”) owned by a third- party service provider. Under the Surplus Note Purchase Agreement, Vidalia Re issued a surplus note (the “Surplus Note”) to the LLC in exchange for a credit enhanced note from the LLC with an equal principal amount (the “LLC Note”). The principal amounts of the Surplus Note and the LLC Note have reached their peaks and are expected to decrease over time to coincide with the amount of policy reserves contractually supported under the Vidalia Re Coinsurance Agreement. Both the Surplus Note and the LLC Note mature on December 31, 2030 and bear interest at an annual interest rate of 4.50%. This financing agreement is non-recourse to the Parent Company and Primerica Life, meaning that neither of these companies has guaranteed the Surplus Note or is otherwise liable for reimbursement for any payments triggered by the LLC Note’s credit enhancement feature. The LLC Note is guaranteed by Hannover Re through a credit enhancement feature in exchange for a fee, which is reflected in interest expense in our unaudited condensed consolidated statements of income. The Parent Company has agreed to support Vidalia Re’s obligation to pay the credit enhancement fee incurred on the LLC Note.

The LLC is a VIE as its owner does not have an equity investment at risk that is sufficient to permit the LLC to finance its activities without Vidalia Re or Hannover Re. 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. Through the credit enhancement feature, Hannover Re is the ultimate risk taker in this transaction and bears the obligation to absorb the LLC’s losses in the event of a Surplus Note default in exchange for the fee. Accordingly, the Company is not the primary beneficiary of the LLC and does not consolidate the LLC within its unaudited condensed consolidated financial statements. Hannover Re’s financial strength rating by A.M. Best was A+ as of June 30, 2025.

The LLC Note is classified as a held-to-maturity debt security in the Company’sinvested asset portfolioas we have the positive intent and ability to hold the security until maturity. As of June 30, 2025, the LLC Note had an estimated unrealized holding loss of$33.3 million based on its amortized cost and estimated fair value. The estimated fair value of the LLC Note is expected to be at least equal to the estimated fair value of the offsetting Surplus Note.

As of June 30, 2025 and December 31, 2024, no credit losses have been recognized on the LLC Note.

Investments on Deposit with Governmental Authorities. As required by law, we have investments on deposit with governmental authorities and banks for the protection of policyholders. The fair value of investments on deposit was$8.1 million and$8.0 million as of June 30, 2025 and December 31, 2024, respectively.

Securities Lending Transactions. We participate in securities lending transactions with broker-dealers and other financial institutions to increase investment income with minimal risk. We require minimum collateral on securities loaned equal to 102% of the fair value of the loaned securities. We accept collateral in the form of securities, which we are not able to sell or encumber, and to the extent the collateral declines in value below 100%, we require additional collateral from the borrower. Any securities collateral received is not reflected in our unaudited condensed consolidated balance sheets. We also accept collateral in the form of cash, all of which we reinvest. For loans involving unrestricted cash collateral, the collateral is reported as an asset with a corresponding liability representing our obligation to return the collateral. We continue to carry the loaned securities as invested assets in our unaudited condensed consolidated balance sheets during the terms of the loans, and we do not report them as sales. Cash collateral received and reinvested was$83.4 million and$86.0 million as of June 30, 2025 and December 31, 2024, respectively.

Net Investment Income. The components of net investment income were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Fixed-maturity securities (available-for-sale)$34,346$30,618$67,859$60,554
Fixed-maturity security (held-to-maturity)14,62115,65929,28931,444
Equity securities315323630712
Policy loans and other invested assets4825431,5141,005
Cash, cash equivalents and short-term investments5,9596,64012,47813,621
Total return on deposit asset underlying 10% coinsurance agreement (1)1,9182,4004,3064,574
Gross investment income57,64156,183116,076111,910
Investment expenses(2,092)(2,072)(4,188)(4,208)
Investment income net of investment expenses55,54954,111111,888107,702
Interest expense on surplus note(14,621)(15,659)(29,289)(31,444)
Net investment income$40,928$38,452$82,599$76,258

(1)

Includes$0.2 million and$0.7 million of net gains (losses) recognized for the change in fair value of thedeposit asset underlying the 10% coinsurance agreement for the three and six months ended June 30, 2025, respectively. Includes$0.2 million and$0.1 million of net gains (losses) recognized for the change in fair value of thedeposit asset underlying the 10% coinsurance agreement for the three and six months ended June 30, 2024, respectively.

The components of investment gains (losses), as well as details on gross realized investment gains (losses) and other investment gains (losses) were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Realized investment gains (losses):
Gross gains from sales, maturities and calls of available-for-sale fixed-maturity securities$410$673$428$680
Gross losses from sales, maturities and calls of available-for-sale fixed-maturity securities(1,976)(108)(2,073)(108)
Gross losses from sales, maturities and calls of equity securities(772)-(776)-
Net realized investment gains (losses):(2,338)565(2,421)572
Other investment gains (losses):
Market gains (losses) recognized in net income during the period on equity securities(602)(675)226620
Gains (losses) from equity method investments60-60-
Gains (losses) from bifurcated options10315(1)
Gains (losses) on trading securities481115
Other investment gains (losses):(528)(664)312634
Investment gains (losses)$(2,866)$(99)$(2,109)$1,206

The proceeds from sales or other redemptions of AFS securities were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Proceeds from sales or other redemptions$137,000$130,676$237,041$217,094

Accrued Interest. Accrued interest is recorded in accordance with the contractual interest schedule of the underlying security. In the event of default, the Company’s policy is to no longer accrue interest on these securities and to write off any remaining accrued interest. As a result, the Company has made the policy election to not record an allowance for credit losses on accrued interest.

Credit Losses for AFS Fixed-maturity Securities. The following tables summarize all AFS securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2025 and December 31, 2024, aggregated by major security type and by length of time such securities have continuously been in an unrealized loss position:

Less than 12 months · 12 months or longer
Fair value · Unrealized losses · Fair value · Unrealized losses
(In thousands)
Fixed-maturity securities:
U.S. government and agencies$-$-$5,780$(205)
Foreign government35,523(713)71,247(5,366)
States and political subdivisions9,197(412)98,178(13,565)
Corporates301,840(8,309)917,117(82,651)
Residential mortgage-backed securities85,725(993)318,434(57,320)
Commercial mortgage-backed securities5,920(17)85,058(8,923)
Other asset-backed securities12,164(62)106,752(4,740)
Total fixed-maturity securities$450,369$(10,506)$1,602,566$(172,770)
Less than 12 months12 months or longer
Fair valueUnrealized lossesFair valueUnrealized losses
(In thousands)
Fixed-maturity securities:
U.S. government and agencies$3,529$(19)$5,660$(307)
Foreign government15,044(139)83,923(6,067)
States and political subdivisions9,933(350)99,389(14,536)
Corporates398,232(9,422)1,000,264(106,673)
Residential mortgage-backed securities106,276(2,605)327,850(63,985)
Commercial mortgage-backed securities2,005(1)89,876(11,067)
Other asset-backed securities15,086(81)114,077(6,677)
Total fixed-maturity securities$550,105$(12,617)$1,721,039$(209,312)

The amortized cost of AFS securities with a cost basis in excess of their fair values was$2,236.2 million and$2,493.1 million as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, no allowance for credit losses was recorded for AFS securities. Substantially all of the unrealized losses were the result of change in market interest rates compared to the date the securities were acquired rather than the credit quality of the securities, and we have no present intention to dispose of them.

We did not recognize any credit losses on AFS securities for the three and six months ended June 30, 2025 and 2024 in the unaudited condensed consolidated statements of income. We recognize credit losses on securities due to: (i) our intent to sell them (unless the securities are sold and the loss is realized during the same quarter when we designate the securities as intend to sell); (ii) adverse credit events indicating that we will not receive the security’s contractual cash flows when contractually due, such as news of an impending filing for bankruptcy; (iii) analyses of the issuer’s most recent financial statements or other information indicating that significant liquidity deficiencies, significant losses and large declines in capitalization exist; and (iv) analyses of rating agency information for issuances with severe ratings downgrades indicating a significant increase in the possibility of default.

Derivatives. We have a deferred loss related to closed forward contracts, which were settled several years ago, that were used to mitigate our exposure to foreign currency exchange rates that resulted from the net investment in our Canadian operations. The amount of deferred loss included in accumulated other comprehensive income (loss) was$26.4 million as of each of June 30, 2025 and December 31, 2024. These deferred losses will not be recognized until such time as we sell or substantially liquidate our Canadian operations, although we have no such intention.

(6) Fair Value of Financial Instruments

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Invested assets recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on 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 following three levels:

Level 1. Quoted prices for identical instruments in active markets. Level 1 consists of financial instruments whose value is based on quoted market prices in active markets, such as cash, cash equivalents in money market funds, exchange-traded common stocks and actively traded mutual fund investments;

Level 2. Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. Various inputs are considered in deriving the fair value of the underlying financial instrument, including interest rate and yield curves, credit spread, and foreign exchange rates. All significant inputs are observable, or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. 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. 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.

As of each reporting period, all assets and liabilities recorded at fair value are classified in their entirety based on the lowest level of input (Level 3 being the lowest in the hierarchy) that is significant to the fair value measurement. Significant levels of estimation and judgment are required to determine the fair value of certain of our investments. The factors influencing these estimations and judgments are subject to change in subsequent reporting periods.

The estimated fair value and hierarchy classifications for assets and liabilities that are measured at fair value on a recurring basis were as follows:

Level 1 · Level 2 · Level 3 · Total
(In thousands)
Fair value assets:
Available-for-sale fixed-maturity securities:
U.S. government and agencies$-$9,669$-$9,669
Foreign government-182,436-182,436
States and political subdivisions-112,800-112,800
Corporates3,7201,915,287-1,919,007
Mortgage- and asset-backed securities:
Residential mortgage-backed securities-572,666-572,666
Commercial mortgage-backed securities-97,549-97,549
Other asset-backed securities-202,581-202,581
Total available-for-sale fixed-maturity securities3,7203,092,988-3,096,708
Equity securities24,867--24,867
Trading securities-2,969-2,969
Cash and cash equivalents621,198--621,198
Separate accounts-2,318,492-2,318,492
Total fair value assets$649,785$5,414,449$-$6,064,234
Fair value liabilities:
Separate accounts$-$2,318,492$-$2,318,492
Total fair value liabilities$-$2,318,492$-$2,318,492
Level 1 · Level 2 · Level 3 · Total
(In thousands)
Fair value assets:
Available-for-sale fixed-maturity securities:
U.S. government and agencies$-$9,503$-$9,503
Foreign government-166,424-166,424
States and political subdivisions-113,569-113,569
Corporates3,7871,821,321-1,825,108
Mortgage-and asset-backed securities:
Residential mortgage-backed securities-486,557-486,557
Commercial mortgage-backed securities-99,445-99,445
Other asset-backed securities-245,520-245,520
Total available-for-sale fixed-maturity securities3,7872,942,339-2,946,126
Equity securities24,5981,0031,54327,144
Trading securities-3,011-3,011
Cash and cash equivalents687,821--687,821
Separate accounts-2,209,287-2,209,287
Total fair value assets$716,206$5,155,640$1,543$5,873,389
Fair value liabilities:
Separate accounts$-$2,209,287$-$2,209,287
Total fair value liabilities$-$2,209,287$-$2,209,287

In estimating fair value of our investments, we use a third-party pricing service for approximately all of our securities that are measured at fair value on a recurring basis. The remaining securities are primarily thinly-traded securities, such as private placements, and are valued using models based on observable inputs on public corporate spreads having similar characteristics (e.g., sector, average life and quality rating), liquidity and yield based on quality rating, average life and U.S. Treasury yields. All observable data inputs are corroborated by independent third-party data. We also corroborate pricing information provided by our third-party pricing service by performing a review of selected securities. Our review activities include: obtaining detailed information about the assumptions, inputs and methodologies used in pricing the security; documenting this information; and corroborating it by comparison to independently obtained prices and/or independently developed pricing methodologies.

Furthermore, we perform internal reasonableness assessments on fair value determinations within our portfolio throughout the year and as of year-end, including pricing variance analyses and comparisons to alternative pricing sources and benchmark returns. If a fair value appears unusual relative to these assessments, we will re-examine the inputs and may challenge a fair value assessment made by the pricing service. 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. We do not adjust quotes or prices except in a rare circumstance to resolve a known error.

Because many fixed-maturity securities do not trade on a daily basis, third-party pricing services generally determine fair value using industry-standard methodologies, which vary by asset class. For corporates, governments, and agency securities, these methodologies include developing prices by incorporating available market information such as U.S. Treasury curves, benchmarking of similar securities including new issues, sector groupings, quotes from market participants and matrix pricing. Observable information is compiled and integrates relevant credit information, perceived market movements and sector news. Additionally, security prices are periodically back-tested to validate and/or refine models as conditions warrant. Market indicators and industry and economic events are also monitored as triggers to obtain additional data. For certain structured securities (such as mortgage- and asset-backed securities) with limited trading activity, third-party pricing services generally use industry-standard pricing methodologies that incorporate market information, such as index prices or discounting expected future cash flows based on underlying collateral, and quotes from market participants, to estimate fair value. If one or more of these input measures are not deemed observable for a particular security, the security will be classified as Level 3 in the fair value hierarchy.

Where specific market information is unavailable for certain securities, pricing models produce estimates of fair value primarily using Level 2 inputs along with certain Level 3 inputs. These models include matrix pricing. The pricing matrix uses current U.S. Treasury rates and credit spreads received from third-party sources to estimate fair value. The credit spreads incorporate the issuer’s industry- or issuer-specific credit characteristics and the security’s time to maturity, if warranted. Remaining unpriced securities are valued using an estimate of fair value based on indicative market prices that include significant unobservable inputs not based on, nor corroborated by, market information, including the utilization of non-binding broker quotes.

The roll-forward of the Level 3 assets measured at fair value on a recurring basis was as follows:

Three months ended June 30, · Six months ended June 30, (1)
2025 · 2024 · 2025 · 2024
(In thousands)
Level 3 assets, beginning of period$1,601$1,631$1,543$2,144
Net unrealized gains (losses) included in other comprehensive income (loss)-35-39
Investment gains (losses) and accretion (amortization) recognized in earnings(772)(28)(714)(41)
Purchases-8,815-8,815
Settlements(829)-(829)-
Transfers out of Level 3---(504)
Level 3 assets, end of period$-$10,453$-$10,453

(1)

Transfers of investments that enter and exit Level 3 in different quarters within the same fiscal year are not eliminated until the full year amounts are presented.

We obtain independent pricing quotes based on observable inputs as of the end of the reporting period for all securities in Level 2. Those inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, quoted prices for similar instruments in markets that are not active, and other relevant data. We monitor these inputs for market indicators, industry and economic events. There wereno material transfers between Level 1 and Level 3 during the three and six months ended June 30, 2025 and 2024.

The carrying values and estimated fair values of our financial instruments were as follows:

June 30, 2025December 31, 2024
Carrying valueEstimated fair valueCarrying valueEstimated fair value
(In thousands)
Assets:
Fixed-maturity securities (available-for-sale)$3,096,708$3,096,708$2,946,126$2,946,126
Fixed-maturity security (held-to-maturity) (1)1,258,8001,225,5321,303,8801,227,428
Equity securities24,86724,86727,14427,144
Trading securities2,9692,9693,0113,011
Policy loans (1)43,72743,72740,88440,884
Deposit asset underlying 10% coinsurance agreement (1)146,266146,266158,913158,913
Separate accounts2,318,4922,318,4922,209,2872,209,287
Liabilities:
Note payable (2)(3)$594,913$530,488$594,512$513,862
Surplus note (1)(2)1,258,5081,222,1481,303,5561,225,708
Separate accounts2,318,4922,318,4922,209,2872,209,287

(1)

Classified as a Level 3 fair value measurement.

(2)

Carrying value amounts shown are net of unamortized issuance costs.

(3)

Classified as a Level 2 fair value measurement.

The fair values of financial instruments presented above are estimates of the fair values at a specific point in time using various sources and methods, including market quotations and a complex matrix system that takes into account issuer sector, quality, and spreads in the current marketplace.

Financial Instruments Recognized at Fair Value in the Balance Sheets. Estimated fair values of investments in AFS securities are principally a function of current spreads and interest rates that are corroborated by independent third-party data. Therefore, the fair values presented are indicative of amounts we could realize or settle at the respective balance sheet date. We do not necessarily intend to dispose of or liquidate such instruments prior to maturity. Trading securities and equity securities, including common and nonredeemable preferred stocks, are carried at fair value. Segregated funds in separate accounts are carried at the underlying value of the variable insurance contracts, which is fair value.

The carrying amounts for cash and cash equivalents, trade receivables, accrued investment income, accounts payable, cash collateral and payables for security transactions approximate their fair values due to the short-term nature of these instruments. Consequently, such financial instruments are not included in the above table.

(7) Reinsurance

We use reinsurance extensively, which has a significant effect on our results of operations. Reinsurance arrangements do not relieve us of our primary obligation to the policyholder.

Details on in-force life insurance were as follows:

June 30, 2025December 31, 2024
(Dollars in thousands)
Direct life insurance in-force$970,278,989$955,610,523
Amounts ceded to other companies(828,854,218)(817,825,296)
Net life insurance in-force$141,424,771$137,785,227
Percentage of reinsured life insurance in-force85%86%

Benefits and claims ceded to reinsurers during the three and six months ended June 30, 2025 were$379.6 million and$732.6 million, respectively, compared to$357.8 million and$714.8 million, respectively, for the three and six months ended June 30, 2024.

Reinsurance recoverables include ceded policy benefit reserve balances, ceded claim liabilities, and ceded claims paid that have not been reimbursed. The Company allocated reinsurance recoverables estimated at the cohort level to individual reinsurers for disclosure purposes. Reinsurance recoverables estimated by reinsurer and the financial strength ratings of those reinsurers were as follows:

June 30, 2025December 31, 2024
Reinsurance recoverablesA.M. Best ratingReinsurance recoverablesA.M. Best rating
(In thousands)
Swiss Re Life & Health America Inc. (Novated from Pecan Re Inc.) (1)$2,049,871A+$2,074,945A+
Munich Re of Malta (1)(2)214,938NR210,822NR
SCOR Global Life Reinsurance Companies (3)126,929A148,899A
American Health and Life Insurance Company (1)124,969B++127,601B++
RGA Reinsurance Company47,769A+44,132A+
Swiss Re Life & Health America Inc. (4)47,385A+43,826A+
Korean Reinsurance Company40,904A40,781A
Munich American Reassurance Company32,175A+36,487A+
All other reinsurers14,386-17,887-
Allowance for credit losses(1,182)(1,215)
Reinsurance recoverables$2,698,144$2,744,165

NR – not rated by A.M. Best

(1)

Reinsurance recoverables include balances ceded under coinsurance transactions of term life insurance policies that were in-force as of December 31, 2009. Amounts shown are net of their share of the reinsurance recoverable from other reinsurers. Arrangements with these reinsurers include collateral trust agreements held in support of reinsurance recoverables.

(2)

Entity is rated AA by S&P as of June 30, 2025.

(3)

Includes amounts ceded to Transamerica Reinsurance Companies and fully retroceded to SCOR Global Life Reinsurance Companies.

(4)

Includes amounts ceded to Lincoln National Life Insurance and fully retroceded to Swiss Re Life & Health America Inc.

We estimate and recognize lifetime expected credit losses for reinsurance recoverables. In estimating the allowance for credit losses for reinsurance recoverables, we factor in the underlying collateral for reinsurance agreements where available. Specifically, for reinsurers with underlying trust assets, we compare the reinsurance recoverables balance to the underlying trust assets that mitigate the potential exposure to credit losses. 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. The probability of default and loss given default rates are then applied to the reinsurers’ recoverable balance, while also factoring in any third-party letters of credit that support the reinsurance agreement, in order to calculate our allowance for credit losses.

The rollforward of the allowance for credit losses on reinsurance recoverables were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Balance, beginning of period$1,104$1,048$1,215$1,120
Current period (benefit) provision for expected credit losses7874(33)2
Balance, at the end of period$1,182$1,122$1,182$1,122

(8) Deferred Policy Acquisition Costs

The balances and activity in DAC were as follows:

Six months ended · Year ended
June 30, 2025 · December 31, 2024
(In thousands)
Term Life InsuranceSegregated Funds (Canada)Term Life InsuranceSegregated Funds (Canada)
DAC balance, beginning of period$3,608,599$55,303$3,366,281$63,029
Capitalization277,7331,189555,1622,959
Amortization(155,308)(2,705)(291,488)(5,443)
Foreign exchange translation and other13,3393,021(21,356)(5,242)
DAC balance, at the end of period$3,744,363$56,808$3,608,599$55,303

Reconciliation of DAC by product was as follows:

June 30, 2025December 31, 2024
(In thousands)
Term Life Insurance$3,744,363$3,608,599
Segregated Funds (Canada)56,80855,303
Other15,94816,528
Total DAC, net$3,817,119$3,680,430

There were no material changes to the judgments, assumptions and methods used to amortize DAC during the six months ended June 30, 2025 and 2024.

(9) Separate Accounts

The following table represents the fair value of assets supporting separate accounts by major investment category:

June 30, 2025December 31, 2024
(In thousands)
Fixed-income securities$650,070$708,225
Equity securities1,579,2491,490,628
Cash and cash equivalents97,73146,764
Due to/from funds(8,579)(36,350)
Other2120
Total separate account assets$2,318,492$2,209,287

The following table represents the balances of and changes in separate account liabilities:

Six months endedYear ended
June 30, 2025December 31, 2024
(In thousands)
Separate account liabilities balance, beginning of period$2,209,287$2,395,842
Premiums, deposits and transfers92,255147,995
Surrenders, withdrawals and transfers(236,057)(378,126)
Investment performance163,279300,545
Management fees and other charges(29,601)(57,734)
Foreign exchange translation119,329(199,235)
Separate account liabilities balance, end of period$2,318,492$2,209,287
Cash surrender value$2,287,152$2,173,070

The cash surrender value represents the amount of the contract holders’ account balance distributable at the balance sheet date less the Company’s estimate of the deferred sales charges that would be assessed if the policyholders redeemed their contracts at the balance sheet date. This estimate requires the Company to make certain assumptions regarding the underlying account balances by contribution year and application of the contractually defined deferred sales charges that would be applicable to each contribution year.

(10) Policy Claims and Other Benefits Payable

Changes in policy claims and other benefits payable were as follows:

Six months ended June 30,
20252024
(In thousands)
Policy claims and other benefits payable, beginning of period$488,350$513,803
Less reinsured policy claims and other benefits payable518,210534,674
Net balance, beginning of period(29,860)(20,871)
Incurred related to current year131,009129,041
Incurred related to prior years (1)(448)(3,565)
Total incurred130,561125,476
Claims paid related to current year, net of reinsured policy claims received(168,712)(194,113)
Reinsured policy claims received related to prior years, net of claims paid47,54140,413
Total paid(121,171)(153,700)
Foreign currency translation305(334)
Net balance, end of period(20,165)(49,429)
Add reinsured policy claims and other benefits payable527,718528,202
Balance, end of period$507,553$478,773

(1)

Includes the difference between our estimate of claims incurred but not yet reported as of period-end and the actual incurred claims reported after period-end.

The liability for policy claims and other benefits payable on traditional life insurance products includes estimated unpaid claims that have been reported to us and claims incurred but not yet reported. We estimate claims incurred but not yet reported based on our historical claims activity, adjusted for any current trends and conditions, and reported lag time experience.

(11) Future Policy Benefits

The following tables summarize balances and changes in the present value of expected net premiums and the present value of expected future policy benefits underlying the LFPB:

Six months endedYear ended
June 30, 2025December 31, 2024
(Dollars in thousands)
Present Value of Expected Net PremiumsTerm Life Insurance
Balance at then current discount rate, beginning of period$13,854,794$13,977,353
Balance at original discount rate, beginning of period14,233,99614,012,553
Effect of changes in cash flow assumptions-(74,233)
Effect of actual variances from expected experience(221,771)(373,646)
Adjusted balance, beginning of period14,012,22513,564,674
Issuances931,5551,884,054
Interest accrual at original discount rate314,588608,588
Net premiums collected(882,397)(1,733,262)
Foreign currency translation56,193(90,058)
Expected net premiums at original discount rate, end of period14,432,16414,233,996
Effect of changes in discount rate assumptions(129,596)(379,202)
Expected net premiums at then current discount rate, end of period$14,302,568$13,854,794
Present Value of Expected Future Policy Benefits
Balance at then current discount rate, beginning of period$20,155,487$20,508,435
Balance at original discount rate, beginning of period20,763,90020,391,694
Effect of changes in cash flow assumptions-(83,975)
Effect of actual variances from expected experience(231,573)(386,512)
Adjusted balance, beginning of period20,532,32719,921,207
Issuances937,2421,892,529
Interest accrual at original discount rate479,202929,078
Benefit payments(948,856)(1,841,162)
Foreign currency translation85,479(137,752)
Expected future policy benefits at original discount rate, end of period21,085,39420,763,900
Effect of changes in discount rate assumptions(266,692)(608,413)
Expected future policy benefits at then current discount rate, end of period$20,818,702$20,155,487
LFPB$6,516,134$6,300,693
Less: reinsurance recoverables2,683,4812,729,022
Net LFPB, after reinsurance recoverables$3,832,653$3,571,671
Weighted-average duration of net LFPB (in years)8.18.0

The following table reconciles the LFPB to the unaudited condensed consolidated balance sheets:

June 30, 2025December 31, 2024
(In thousands)
Term Life Insurance$6,516,134$6,300,693
Other202,910202,371
Total$6,719,044$6,503,064

The following table reconciles the reinsurance recoverables to the unaudited condensed consolidated balance sheets:

June 30, 2025December 31, 2024
(In thousands)
Term Life Insurance$2,683,481$2,729,022
Other14,66315,143
Total$2,698,144$2,744,165

There were no changes to the inputs, judgments, assumptions, or methods used in measuring the LFPB during the three and six months ended June 30, 2025 and 2024.

Losses recognized as a result of capping the net premium ratio at 100% were immaterial during the three and six months ended June 30, 2025 and 2024.

The amount of discounted (using the then current discount rate) and undiscounted expected gross premiums and expected future benefit payments were as follows:

June 30, 2025 · December 31, 2024
(In thousands)
Term Life Insurance
UndiscountedDiscountedUndiscountedDiscounted
Expected future benefit payments$34,624,556$20,818,702$33,966,483$20,155,489
Expected future gross premiums$40,073,448$27,260,908$39,389,917$26,414,010

The amount of revenue and interest recognized in our unaudited condensed consolidated statements of income were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Term Life Insurance
Gross premiums$861,919$840,668$1,716,350$1,676,989
Interest accretion (expense)$(82,616)$(81,252)$(164,614)$(158,845)

The weighted-average discount rates were as follows:

June 30, 2025December 31, 2024
Term Life Insurance
Original discount rate4.99%4.95%
Current discount rate5.78%5.69%

There were no changes to the methods used to determine the discount rates during the six months ended June 30, 2025 and the twelve months ended December 31, 2024.

(12) Stockholders’ Equity

The following table shows changes in the number of shares of our outstanding common stock:

Six months ended June 30,
20252024
(In thousands)
Common stock, beginning of period33,36834,996
Shares of common stock issued when sales restrictions on restricted stock units (“RSUs”) lapsed and performance-based stock units (“PSUs”) were earned109124
Common stock retired(932)(1,126)
Common stock, end of period32,54533,994

The above table excludes RSUs, director deferred shares, and PSUs, which do not have voting rights. As sales restrictions on RSUs lapse and PSUs are earned, we issue common shares with voting rights. As of June 30, 2025, we had a total of 208,266 RSUs and director deferred shares outstanding and 44,548 PSUs outstanding. The PSU outstanding balance is based on the number of PSUs granted pursuant to the award agreements; however, the actual number of common shares earned could be higher or lower based on actual versus targeted performance. See Note 14 (Share-Based Transactions) for discussion of the PSU award structure.

On November 14, 2024, our Board authorized, and the Company announced, a share repurchase program for up to$450.0 million of our outstanding common stock for purchases from November 14, 2024 through December 31, 2025 (the “Share Repurchase Program”). Under the Share Repurchase Program, we repurchased 901,663 shares of our common stock in the open market for an aggregate purchase price of$247.1 million through June 30, 2025. Approximately$202.9 million remains available for repurchases of our outstanding common stock under the Share Repurchase Program as of June 30, 2025.

(13) Earnings Per Share

The Company has outstanding common stock and equity awards that consist of RSUs and PSUs. The RSUs maintain non-forfeitable dividend rights that result in dividend payment obligations on a one-to-one ratio with common shares for any future dividend declarations.

Unvested RSUs are deemed participating securities for purposes of calculating earnings per share (“EPS”) as they maintain dividend rights. We calculate EPS using the two-class method. Under the two-class method, we allocate earnings to common shares and vested RSUs outstanding for the period. Earnings attributable to unvested participating securities, along with the corresponding share counts, are excluded from EPS as reflected in our unaudited condensed consolidated statements of income.

In calculating basic EPS, we deduct from net income any dividends and undistributed earnings allocated to unvested RSUs and then divide the result by the weighted-average number of common shares and vested RSUs outstanding for the period.

We determine the potential dilutive effect of PSUs (“contingently-issuable shares”) on EPS using the treasury-stock method. Under this method, we determine the proceeds that would be received from the issuance of the contingently-issuable shares if the end of the reporting period were the end of the contingency period. The proceeds from the contingently-issuable shares include the remaining unrecognized compensation expense of the awards. We then use the average market price of our common shares during the period the contingently-issuable shares were outstanding to determine how many shares we could repurchase with the proceeds raised from the issuance of the contingently-issuable shares. The net incremental share count issued represents the potential dilutive securities. We then reallocate earnings to common shares and vested RSUs by incorporating the increased fully-diluted share count to determine diluted EPS.

The calculation of basic and diluted EPS was as follows:

Three months ended June 30, · Six months ended June 30,
2025 · 2024 · 2025 · 2024
(In thousands, except per-share amounts)
Basic EPS:
Numerator (continuing operations):
Income from continuing operations$178,344$209,302$347,395$357,715
Income attributable to unvested participating securities(572)(96)(1,158)(1,084)
Income from continuing operations used in calculating basic EPS$177,772$209,206$346,237$356,631
Numerator (discontinued operations):
Loss from discontinued operations$-$(208,131)$-$(218,641)
Loss attributable to unvested participating securities---537
Loss from discontinued operations used in calculating basic EPS$-$(208,131)$-$(218,104)
Denominator:
Weighted-average vested shares32,87034,38333,08034,633
Basic EPS from continuing operations$5.41$6.08$10.47$10.30
Basic EPS from discontinued operations-(6.05)-(6.30)
Basic EPS$5.41$0.03$10.47$4.00
Diluted EPS:
Numerator (continuing operations):
Income from continuing operations$178,344$209,302$347,395$357,715
Income attributable to unvested participating securities(571)(96)(1,156)(1,083)
Income from continuing operations used in calculating diluted EPS$177,773$209,206$346,239$356,632
Numerator (discontinued operations):
Loss from discontinued operations$-$(208,131)$-$(218,641)
Loss attributable to unvested participating securities---536
Loss from discontinued operations used in calculating diluted EPS$-$(208,131)$-$(218,105)
Denominator:
Weighted-average vested shares32,87034,38333,08034,633
Dilutive effect of incremental shares to be issued for contingently-issuable shares41574655
Weighted-average shares used in calculating diluted EPS32,91134,44033,12634,688
Diluted EPS from continuing operations$5.40$6.07$10.45$10.28
Diluted EPS from discontinued operations-(6.04)-(6.29)
Diluted EPS$5.40$0.03$10.45$3.99

(14) Share-Based Transactions

The Company has outstanding equity awards under the Primerica, Inc. 2020 Omnibus Incentive Plan (the “OIP”), which was approved by the Company’s stockholders on May 13, 2020. 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. Under the OIP, the Company issues equity awards to our management (officers and other key employees), non-employees who serve on our Board, and independent sales force leaders. For more information on equity awards granted under the OIP, see Note 16 (Share-Based Transactions) to our consolidated financial statements in our 2024 Annual Report.

In connection with our granting of equity awards to management and members of the Board, we recognize expense over the requisite service period of the equity award. We defer and amortize the fair value of equity awards granted to the independent sales force in the same manner as other deferred policy acquisition costs for those awards that are an incremental direct cost of successful acquisitions of life insurance policies that result directly from and are essential to the policy acquisition(s) and would not have been incurred had the policy acquisition(s) not occurred. All equity awards granted to the independent sales force that are not directly related to the successful acquisition of life insurance policies are recognized as expense as incurred, which is in the quarter granted and earned.

The impact of equity awards granted under the OIP (inclusive of discontinued operations for 2024) are as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Equity awards expense recognized$2,226$3,053$15,477$15,668
Equity awards expense deferred1,5772,6333,5804,832

On February 14, 2025, the Compensation Committee of our Board granted the following equity awards to employees as part of the annual approval of management incentive compensation:

47,759 RSUs awarded to management with a measurement-date fair value of$284.14 per unit that have time-based vesting requirements with equal and annual graded vesting over approximately three years subsequent to the grant date.

12,404 PSUs awarded to the Company’s 2024 named executive officers with a measurement-date fair value of$284.14 per unit. The PSUs will be earned on March 1, 2028 contingent upon the Company achieving a targeted annual average three-year return on adjusted equity (“ROAE”) and average EPS growth for the period from January 1, 2025 through December 31, 2027. The actual number of common shares that will be earned will vary based on the actual ROAE and average EPS growth relative to the targeted ROAE and average EPS growth and can range from zero to 18,606 shares.

All awards granted to employees on February 14, 2025 vest upon voluntary termination of employment by any employee who is “retirement eligible” as of his or her termination date. The substantive service conditions in order to be retirement eligible require that an employee must be at least 55 years old and his or her age plus years of service with the Company must equal at least 75. The number of shares that will be earned for a retirement-eligible employee is equal to the amount calculated using the Company’s actual performance metrics for the entire performance period, even if that employee retires prior to the completion of the performance period.

The following table summarizes non-cash share-based compensation expense by segment included in income from continuing operations:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Term Life Insurance segment$317$954$2,221$3,096
Investment and Savings Products segment6667151,8861,754
Corporate and Other Distributed Products segment1,2431,18911,37010,523
Total non-cash share-based compensation expense$2,226$2,858$15,477$15,373

(15) Commitments and Contingent Liabilities

The Company is involved from time-to-time in legal disputes, regulatory inquiries and arbitration proceedings in the normal course of business. These disputes are subject to uncertainties, including the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation. As such, the Company is unable to estimate the possible loss or range of loss that may result from these matters.

(16) Revenue from Contracts with Customers

Our revenues from contracts with customers primarily include:

Commissions and fees earned for the marketing and distribution of investment and savings products underwritten by mutual fund companies and annuity providers. For purposes of revenue recognition, mutual fund companies and annuity providers are considered the customers in marketing and distribution arrangements;

Fees earned for investment advisory and administrative services within our managed investments program and shareholder service fees earned in Canada for mutual funds for which we serve as principal distributor;

Account-based fees for transfer agent recordkeeping functions and non-bank custodial services;

Fees associated with mortgage distribution and the distribution of other third-party financial products; and

Other revenue from the sale of miscellaneous products and services including monthly subscription fees from the independent sales representatives for access to POL, our primary independent sales force support tool.

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

Further discussion on the Company’s revenues from contracts with customers and revenue recognition policies are included in Note 20 (Revenue from Contracts with Customers) to our consolidated financial statements in our 2024 Annual Report.

The disaggregation of our revenues from contracts with customers were as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Term Life Insurance segment revenues:
Other, net$12,221$12,624$24,966$25,274
Total segment revenues from contracts with customers12,22112,62424,96625,274
Revenues from sources other than contracts with customers429,613414,320874,710842,083
Total Term Life Insurance segment revenues$441,834$426,944$899,676$867,357
Investment and Savings Products segment revenues:
Commissions and fees
Sales-based revenues$115,933$101,177$227,204$189,924
Asset-based revenues141,811119,411280,941234,110
Account-based revenues24,39423,74048,58846,919
Other, net3,2363,2246,5686,482
Total segment revenues from contracts with customers285,374247,552563,301477,435
Revenues from sources other than contracts with customers (segregated funds)12,92413,35425,80827,187
Total Investment and Savings Products segment revenues$298,298$260,906$589,109$504,622
Corporate and Other Distributed Products segment revenues:
Commissions and fees$10,970$10,511$20,447$18,998
Other, net9377641,9961,467
Total segment revenues from contracts with customers11,90711,27522,44320,465
Revenues from sources other than contracts with customers41,29591,83086,949134,460
Total Corporate and Other Distributed Products segment revenues$53,202$103,105$109,392$154,925

Renewal Commissions Receivable. For revenue associated with ongoing renewal commissions in the Corporate and Other Distributed Products segment, we record a renewal commission receivable contract asset for the amount of ongoing renewal commissions we anticipate collecting in reporting periods subsequent to the satisfaction of the performance obligation, less amounts that are constrained, in Other assets in the accompanying unaudited condensed consolidated balance sheets. The renewal commissions receivable is reduced for commissions that are billed and become due receivables from product providers during the reporting period.

Activity in the renewal commissions receivable account was as follows:

Three months ended June 30,Six months ended June 30,
2025202420252024
(In thousands)
Balance, beginning of period$57,331$60,365$58,079$61,372
Commissions revenue5,7935,86411,07710,903
Less: collections(6,309)(6,349)(12,341)(12,395)
Balance, at the end of period$56,815$59,880$56,815$59,880

Incremental costs to obtain or fulfill contracts, most notably sales commissions to the independent sales representatives, are not incurred prior to the recognition of the related revenue. Therefore, we haveno assets recognized for incremental costs to obtain or fulfill contracts.

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