PRI_Exhibit 99.6

Under date of February 28, 2012, except as to Notes 1, 2, 6, 11, 12, 13, 14 and 19, which are as of May 8, 2012, we reported on the consolidated balance sheets of Primerica, Inc. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated and combined statements of income, stockholders’ equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2011, which are included in this Form 8-K. In connection with our audits of the aforementioned consolidated and combined financial statements, we also audited the related financial statement schedules. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

As discussed in Note 1 to the consolidated and combined financial statements, in April 2010 the Company completed its initial public offering and a series of related transactions. Also as discussed in Note 1 to the consolidated and combined financial statements, the Company retrospectively adopted the provisions of ASU 2010-26, Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts, as of January 1, 2012, and adopted the provisions of FASB Staff Position Financial Accounting Standard No. 115-2 and Financial Accounting Standard No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (included in FASB ASC Topic 320, Investments — Debt and Equity Securities) as of January 1, 2009.



	As of December 31, 2011
Type of Investment	Cost		Value		Amount at which shown in the balance sheet
	(In thousands)
Fixed maturities:
Bonds:
United States Government and government agencies and authorities	$	10,050	$	10,986	$	10,986
States, municipalities and political subdivisions	28,264		30,935		30,935
Foreign governments	97,206		111,845		111,845
Public utilities	—		—		—
Convertibles and bonds with warrants attached	11,850		12,099		12,099
All other corporate bonds	1,672,318		1,801,846		1,801,846
Certificates of deposit	75		75		75
Redeemable preferred stocks	1,389		1,010		1,010
Total fixed maturities	1,821,152		1,968,796		1,968,796

Equity securities:
Common stocks:
Public utilities	2,462		3,618		3,618
Banks, trusts and insurance companies	5,492		7,698		7,698
Industrial, miscellaneous and all other	13,290		15,199		15,199
Nonredeemable preferred stocks	85		197		197
Total equity securities	21,329		26,712		26,712
Mortgage loans on real estate	—		—		—
Real estate	—		—		—
Policy loans	25,982		25,982		25,982
Other long-term investments	—		—		—
Short-term investments	14		14		14
Total investments	$	1,868,477	$	2,021,504	$	2,021,504



	December 31,
	2011		2010
	(In thousands)
Assets
Investments:
Fixed-maturity securities available for sale, at fair value (amortized cost: $23,077 in 2011 and $0 in 2010)	$	23,069	$	—
Total investments	23,069		—
Cash and cash equivalents	28,093		250
Due from affiliates*	257		—
Other receivables	112		—
Income taxes receivable from subsidiaries*	—		1,640
Investment in subsidiaries*	1,587,691		1,663,735
Other assets	28		—
Total assets	$	1,639,250	$	1,665,625
Liabilities and Stockholders’ Equity
Liabilities:
Note payable	$	300,000	$	300,000
Current tax payable	2,696		—
Deferred tax payable	1,477		—
Due to affiliates*	247		897
Interest payable	7,608		7,608
Other liabilities	572		592
Commitments and contingent liabilities (see Note F)
Total liabilities	312,600		309,097
Stockholders’ equity:
Common stock ($.01 par value, authorized 500,000 in 2011 and 2010 and issued 64,883 shares in 2011 and 72,843 shares in 2010)	649		728
Paid-in capital	835,232		1,010,635
Retained earnings	344,104		194,225
Accumulated other comprehensive income, net of income tax	146,665		150,940
Total stockholders’ equity	1,326,650		1,356,528
Total liabilities and stockholders’ equity	$	1,639,250	$	1,665,625



	Year ended December 31,						Period from October 29, 2009 to December 31, 2009
	2011			2010			Period from October 29, 2009 to December 31, 2009
	(In thousands)
Revenues:
Dividends from subsidiaries*	$	275,250		$	7,313		$	—
Net investment income	61			—			—
Realized investment losses, including other-than-temporary impairment losses	(5		)	—			—
Other, net	—			18			—
Total revenues	275,306			7,331			—
Expenses:
Interest expense	16,500			12,375			—
Other operating expenses	8,554			8,936			—
Total expenses	25,054			21,311			—
Income (loss) before income taxes	250,252			(13,980		)	—
Income tax benefit	(7,131		)	(8,281		)	—
Income (loss) before equity in undistributed earnings of subsidiaries	257,383			(5,699		)	—
Equity in undistributed earnings of subsidiaries*	(100,192		)	97,515			—
Net income	$	157,191		$	91,816		$	—



	Year ended December 31,					Period from October 29, 2009 to December 31, 2009
	2011			2010		Period from October 29, 2009 to December 31, 2009
	(In thousands)
Net income	$	157,191		$	91,816	$	—
Other comprehensive (loss) income before income taxes:
Unrealized investment gains (losses):
Equity in unrealized holding gains (losses) on investment securities held by subsidiaries	(625		)	15,027		—
Change in unrealized losses on investment securities	(13		)	—		—
Reclassification adjustment for realized investment losses included in net income	5			—		—
Foreign currency translation adjustments:
Equity in unrealized foreign currency translation gains (losses) of subsidiaries	(3,645		)	3,286		—
Total other comprehensive (loss) income before income taxes	(4,278		)	18,313		—
Income tax benefit related to items of other comprehensive (loss) income	(3		)	—		—
Other comprehensive (loss) income, net of income taxes	(4,275		)	18,313		—
Total comprehensive income	$	152,916		$	110,129	$	—



	Year ended December 31,						Period from October 29, 2009 to December 31, 2009
	2011			2010
	(In thousands)
Cash flows from operating activities:
Net income	$	157,191		$	91,816		$	—
Adjustments to reconcile net income to cash provided by operating activities:
Equity in undistributed earnings of subsidiaries*	100,192			(97,515		)	—
Non-cash securities dividends received from subsidiaries*	(21,742		)	—			—
Realized investment losses, including other-than-temporary impairment losses	5			—			—
Accretion and amortization of investments	40			—			—
Share-based compensation	(3,913		)	(6		)	—
Deferred tax provision	2,533			—			—
Change in accrued and other income taxes	3,297			(1,640		)	—
Change in due to/from affiliates*	(907		)	897			—
Change in other receivables	(112		)	—			—
Change in interest payable	—			7,608			—
Change in other liabilities	(21		)	592			—
Change in other assets	(28		)	—			—
Net cash provided by operating activities	236,535			1,752			—
Cash flows from investing activities:
Available-for-sale investments sold, matured or called:
Fixed-maturity securities - matured or called	5,210			—			—
Available-for-sale investments acquired:
Fixed-maturity securities	(6,590		)	—			—
Net cash used in investing activities	(1,380		)	—			—
Cash flows from financing activities:
Repurchase of shares held by Citi	(200,000		)	—			—
Dividends	(7,312		)	(1,502		)	—
Net cash used in financing activities	(207,312		)	(1,502		)	—
Change in cash and cash equivalents	27,843			250			—
Cash and cash equivalents, beginning of period	250			—			—
Cash and cash equivalents, end of period	$	28,093		$	250		$	—

Supplemental disclosures of cash flow information:
Interest paid	$	16,500		$	4,767		$	—

Non-cash activities:
Share-based compensation	$	29,443		$	44,023		$	—
Net contributions from Citi	1,426			1,676,423			—

Primerica, Inc. was incorporated in Delaware on October 29, 2009 by Citi to serve as a holding company for the life insurance and financial product distribution businesses that we have operated for more than 30 years. At such time, we issued 100 shares of common stock to Citi. These businesses, which prior to April 1, 2010 were wholly owned indirect subsidiaries of Citi, were transferred to us on April 1, 2010. In conjunction with our reorganization, we issued to a wholly owned subsidiary of Citi (i) 74,999,900 shares of our common stock (of which 24,564,000 shares of common stock were subsequently sold by Citi in the IPO completed in April 2010; 16,412,440 shares of common stock were subsequently sold by Citi in April 2010 to certain private equity funds managed by Warburg Pincus LLC (Warburg Pincus) (the private sale); and 5,021,412 shares of common stock were immediately contributed back to us for equity awards granted to our employees and sales force leaders in connection with the IPO), (ii) warrants to purchase from us an aggregate of 4,103,110 shares of our common stock (which were subsequently transferred by Citi to Warburg Pincus pursuant to the private sale), and (iii) a $300.0 million note payable due on March 31, 2015 bearing interest at an annual rate of 5.5% (the Citi note). Prior to our corporate reorganization, we had no material assets or liabilities. Upon completion of the corporate reorganization, we became a holding company with our primary asset being the capital stock of our operating subsidiaries and our primary liability being the Citi note.

These condensed financial statements reflect the results of operations, financial position and cash flows for the parent company. We prepare our financial statements in accordance with GAAP. These principles are established primarily by the FASB. The preparation of financial statements in conformity with 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.

In April 2010, we issued to Citi a $300.0 million note as part of our corporate reorganization in which Citi transferred to us the businesses that comprise our operations. Prior to the issuance of the Citi note, we had no outstanding debt. The Citi note bears interest at an annual rate of 5.5%, payable semi-annually in arrears on January 15 and July 15, and matures March 31, 2015. Citi may participate out, assign or sell all or any portion of the note at any time.

We have the option to redeem the Citi note in whole or in part at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest to the date of redemption. In the event of a change in control, the holder of the Citi note has the right to require us to repurchase it at a price equal to 101% of the outstanding principal amount plus accrued and unpaid interest.

The Citi note also requires us to use our commercially reasonable efforts to arrange and consummate an offering of investment-grade debt securities, trust preferred securities, surplus notes, hybrid securities or convertible debt that generates sufficient net cash proceeds (after deducting fees and expenses) to repay the note in full at certain mutually agreeable dates, based on certain conditions.

Prior to the IPO, our federal income tax return was included as part of Citi's consolidated federal income tax return. On March 30, 2010, in anticipation of our corporate reorganization, we entered into a tax separation agreement with Citi and prepaid our estimated tax liability to Citi. In accordance with the tax separation agreement, Citi will indemnify the Company and its subsidiaries against any consolidated, combined, affiliated, unitary or similar federal, state or local income tax liability for any taxable period ending on or before the closing date of the IPO. The advance tax payments paid to Citi exceeded our subsidiaries' actual tax liabilities. As a result, our subsidiaries reduced their tax assets and recorded the excess payments as a return of capital.

As a result of our corporate reorganization, we have direct ownership of a group of controlled foreign corporations in Canada. We have asserted a position of permanent reinvestment for the difference in share basis and certain operational earnings. It is not practicable to estimate the amount of deferred taxes associated with this difference at this time. For those operational earnings for which we have not made a permanent reinvestment assertion, we have established a deferred tax liability of approximately $2.6 million to account for the U.S. tax liability that will occur upon repatriation of such earnings. The Company has no other material deferred tax liabilities.

There was no deferred tax asset valuation allowance at December 31, 2011. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods, and tax planning strategies in making this assessment. Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

Primerica, Inc. received dividends from its non-life subsidiaries and life insurance subsidiaries of approximately $75.3 million and $200.0 million, respectively, in 2011. In 2010, the Company received dividends of approximately $7.3 million from its non-life subsidiaries. No dividends were received in 2010 from the life insurance subsidiaries. Primerica, Inc. had no subsidiaries until the corporate reorganization in April 2010.

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. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company’s financial position, based on information currently known by the Company’s management, in its opinion, the outcomes of such pending investigations and legal proceedings are not likely to have such an effect.

On April 17, 2012, we executed an agreement to repurchase approximately 5.7 million shares of our common stock beneficially owned by certain private equity funds managed by Warburg Pincus LLC (Warburg Pincus) at $26.15 per share, for a total purchase price of approximately $150.0 million. The per-share purchase price was determined based on the closing price of our common stock on April 17, 2012. We completed the repurchase transaction on April 26, 2012. Upon completion of the share repurchase, Warburg Pincus owned approximately 18% of the Company's outstanding common stock.



	Deferred policy acquisition costs		Future policy benefits		Unearned premiums		Other policy benefits and claims payable		Separate account liabilities
	Deferred policy acquisition costs		Future policy benefits		Unearned premiums		Other policy benefits and claims payable		Separate account liabilities
	(In thousands)
December 31, 2011:
Term Life Insurance	$	806,629	$	4,445,472	$	—	$	219,666	$	—
Investment and Savings Products	66,134		—		—		—		2,407,515
Corporate and Other Distributed Products	31,722		169,388		7,022		22,088		1,083
Total	$	904,485	$	4,614,860	$	7,022	$	241,754	$	2,408,598

December 31, 2010:
Term Life Insurance	$	638,843	$	4,237,487	$	—	$	210,595	$	—
Investment and Savings Products	68,254		—		—		—		2,445,590
Corporate and Other Distributed Products	31,849		171,696		5,563		19,300		1,196
Total	$	738,946	$	4,409,183	$	5,563	$	229,895	$	2,446,786



	Premium revenue		Net investment income		Benefits and claims		Amortization of deferred policy acquisition costs		Other operating expenses		Premiums written
	Premium revenue		Net investment income		Benefits and claims		Amortization of deferred policy acquisition costs		Other operating expenses		Premiums written
	(In thousands)
Year ended December 31, 2011:
Term Life Insurance	$	460,641	$	62,688	$	197,159	$	89,474	$	105,912	$	—
Investment and Savings Products	—		—		—		12,482		267,144		—
Corporate and Other Distributed Products	65,751		45,913		45,537		2,078		139,398		41,891
Total	$	526,392	$	108,601	$	242,696	$	104,034	$	512,454	$	41,891

Year ended December 31, 2010:
Term Life Insurance	$	664,668	$	110,633	$	277,653	$	137,009	$	132,423	$	—
Investment and Savings Products	—		—		—		9,330		238,949		—
Corporate and Other Distributed Products	66,039		54,478		40,050		1,502		163,478		40,429
Total	$	730,707	$	165,111	$	317,703	$	147,841	$	534,850	$	40,429

Year ended December 31, 2009:
Term Life Insurance	$	1,434,197	$	274,212	$	559,038	$	343,514	$	198,395	$	—
Investment and Savings Products	—		—		—		7,254		199,482		—
Corporate and Other Distributed Products	67,830		77,114		41,235		1,489		128,199		40,849
Total	$	1,502,027	$	351,326	$	600,273	$	352,257	$	526,076	$	40,849



	Year ended December 31, 2011
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	(Dollars in thousands)
Life insurance in force	$	669,938,841	$	596,975,143	$	—	$	72,963,698	—	%

Premiums:
Life insurance	$	2,185,791	$	1,701,269	$	—	$	484,522	—	%
Accident and health insurance	43,676		1,806		—		41,870		—	%
Total premiums	$	2,229,467	$	1,703,075	$	—	$	526,392	—	%



	Year ended December 31, 2010
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	(Dollars in thousands)
Life insurance in force	$	662,135,294	$	600,806,666	$	—	$	61,328,628	—	%

Premiums:
Life insurance	$	2,138,912	$	1,448,694	$	—	$	690,218	—	%
Accident and health insurance	42,162		1,673		—		40,489		—	%
Total premiums	$	2,181,074	$	1,450,367	$	—	$	730,707	—	%



	Year ended December 31, 2009
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	Gross amount		Ceded to other companies		Assumed from other companies		Net amount		Percentage of amount assumed to net
	(Dollars in thousands)
Life insurance in force	$	655,659,625	$	421,621,165	$	—	$	234,038,460	—	%

Premiums:
Life insurance	$	2,069,009	$	610,020	$	—	$	1,458,989	—	%
Accident and health insurance	43,772		734		—		43,038		—	%
Total premiums	$	2,112,781	$	610,754	$	—	$	1,502,027	—	%